PRICE T ROWE VARIABLE ANNUITY ACCOUNT
485BPOS, 2000-05-01
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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.  10                                        [X]
                                 ------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [_]
                    Amendment No.  11                                        [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 SW Harrison Street, Topeka, Kansas 66636-0001
              (Address of Depositor's Principal Executive Offices)

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


Amy J. Lee
Associate General Counsel and Vice President
Security Benefit Group, Inc.
700 SW Harrison Street, Topeka, KS 66636-0001
(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 May 1, 2000, pursuant to paragraph (b) of Rule 485
[_]  60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_]  on May 1, 2000, pursuant to paragraph (a)(1) of Rule 485
[_]  75 days after filing pursuant to paragraph (a)(2) of Rule 485
[_]  on May 1, 2000, 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.

Title of  securities  being  registered:  Interests in a separate  account under
individual  flexible premium deferred  variable annuity contracts and individual
single  premium  immediate   variable  annuity  contracts   (collectively,   the
"Contract").
<PAGE>
VARIABLE ANNUITY PROSPECTUS
- --------------------------------------------------------------------------------

T. ROWE PRICE NO-LOAD VARIABLE ANNUITY

      An Individual Flexible Premium
      Deferred Variable Annuity Contract


      May 1, 2000


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

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

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

    *   THIS  PROSPECTUS IS ACCOMPANIED BY A CURRENT  PROSPECTUS FOR THE T. ROWE
        PRICE EQUITY SERIES,  INC., THE T. ROWE PRICE FIXED INCOME SERIES,  INC.
        AND THE T. ROWE PRICE  INTERNATIONAL  SERIES,  INC.  YOU SHOULD READ THE
        PROSPECTUSES CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.

    This  Prospectus  describes  the T. Rowe Price No-Load  Variable  Annuity--a
    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.  The
    Contract is also  available  as an  individual  retirement  annuity  ("IRA")
    qualified  under Section 408, or a Roth IRA qualified under Section 408A, of
    the Internal  Revenue Code. The Contract is designed to give you flexibility
    in planning for retirement and other financial goals.

    You may allocate  your purchase  payments to one or more of the  Subaccounts
    that  comprise a separate  account of the  Company  called the T. Rowe Price
    Variable Annuity  Account,  or to the Fixed Interest Account of the Company.
    Each Subaccount  invests in a  corresponding  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


    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 sponsored by T. Rowe
    Price  Associates,  Inc.,  including  other  mutual  funds  with  investment
    objectives  and  policies  similar  to  those of the  Portfolios.  Different
    performance will result due to differences in cash flows into and out of the
    Portfolios,  different  fees and expenses and  differences in portfolio size
    and positions.

    Amounts that you allocate to the  Subaccounts  will vary based on investment
    performance of the  Subaccounts.  The Company does not guarantee any minimum
    amount of Account Value in the Subaccounts.


    Amounts that you allocate to the Fixed Interest Account will accrue interest
    at rates that are paid by the Company as  described  in "The Fixed  Interest
    Account,"  page 28.  The  Company  guarantees  Account  Value  in the  Fixed
    Interest Account.

    When  you are  ready to  begin  receiving  annuity  payments,  the  Contract
    provides several options for annuity  payments (see "Annuity  Options," page
    25.)


    You may return a Contract according to the terms of its Free-Look Right (see
    "Free-Look   Right,"  page  21).  This   Prospectus   concisely  sets  forth
    information  about the  Contract  and the T.  Rowe  Price  Variable  Annuity
    Account that you should know before purchasing the Contract.  The "Statement
    of Additional Information," dated May 1, 2000, which has been filed with the
    Securities and Exchange  Commission (the "SEC") contains certain  additional
    information.   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 42 of this Prospectus.

    Date: May 1, 2000


<PAGE>

CONTENTS
- --------------------------------------------------------------------------------

    *   YOU MAY NOT BE ABLE TO PURCHASE THE  CONTRACT IN YOUR STATE.  YOU SHOULD
        NOT CONSIDER  THIS  PROSPECTUS TO BE AN OFFERING IF THE CONTRACT MAY NOT
        BE LAWFULLY OFFERED IN YOUR STATE. YOU SHOULD ONLY RELY UPON INFORMATION
        CONTAINED IN THIS  PROSPECTUS  OR THAT WE HAVE  REFERRED YOU TO. WE HAVE
        NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.

    Definitions                                                              5
    ----------------------------------------------------------------------------
    Summary                                                                  7
    ----------------------------------------------------------------------------
    Expense Table                                                            9
    ----------------------------------------------------------------------------
    Condensed Financial Information                                         11
    ----------------------------------------------------------------------------
    Information About the Company, the Separate Account, and the Funds      12
    ----------------------------------------------------------------------------
    The Contract                                                            14
    ----------------------------------------------------------------------------
    Charges and Deductions                                                  22
    ----------------------------------------------------------------------------
    Annuity Payments                                                        23
    ----------------------------------------------------------------------------
    The Fixed Interest Account                                              28
    ----------------------------------------------------------------------------
    More About the Contract                                                 30
    ----------------------------------------------------------------------------
    Federal Tax Matters                                                     31
    ----------------------------------------------------------------------------
    Other Information                                                       38
    ----------------------------------------------------------------------------
    Performance Information                                                 41
    ----------------------------------------------------------------------------
    Additional Information                                                  41
    ----------------------------------------------------------------------------

<PAGE>

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

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

    ACCOUNT  VALUE  The  total  value  of a  Contract,  which  includes  amounts
    allocated to the  Subaccounts  and the Fixed Interest  Account.  The Company
    determines  Account  Value as of each  Valuation  Date prior to the  Annuity
    Payout Date and on and after the Annuity Payout Date under Annuity Options 5
    through 7.

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

    ACCUMULATION UNIT A unit of measure used to calculate Account Value.

    ANNUITANT The person or persons on whose life annuity  payments depend under
    Annuity Options 1 through 4. If Joint  Annuitants are named in the Contract,
    "Annuitant"  means both Annuitants  unless otherwise  stated.  The Annuitant
    receives Annuity Payments during the Annuity Period.

    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 or OPTIONS  Options under the Contract  that  prescribe the
    provisions under which a series of Annuity Payments are made.

    ANNUITY  PAYMENTS  Payments  made  beginning  on  the  Annuity  Payout  Date
    according to the provisions of the Annuity Option selected. Annuity Payments
    are made on the same day of each month, on a monthly, quarterly,  semiannual
    or annual basis depending upon the Annuity Option selected.

    ANNUITY PERIOD The period  beginning on the Annuity Payout Date 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 your 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 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 or the death of the Annuitant during the Annuity 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  Account  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.

    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.

    PAYMENT  UNIT A unit of measure  used to calculate  Annuity  Payments  under
    Options 1 through 4 and 8.

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

    SEPARATE  ACCOUNT The T. Rowe Price  Variable  Annuity  Account,  a separate
    account of the Company. Account Value 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 both 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, Martin
    Luther  King,  Jr.  Day,   Presidents'  Day,  Good  Friday,   Memorial  Day,
    Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

    VALUATION  PERIOD A period used in measuring  the  investment  experience of
    each  Subaccount.  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 Account Value less any premium taxes due and
    paid by the Company.  The  Withdrawal  Value during the Annuity Period under
    Option 8 is the present  value of future  annuity  payments  commuted at the
    assumed interest rate less any premium taxes due and paid by the Company.

<PAGE>

SUMMARY
- --------------------------------------------------------------------------------

    This summary  provides 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  relate to the portion of the  Contract  involving  the  Separate
    Account.  The Fixed Interest  Account is briefly  described under "The Fixed
    Interest Account," page 28 and in the Contract.

PURPOSE OF THE CONTRACT

    The  flexible  premium  deferred  variable  annuity  contract   ("Contract")
    described in this Prospectus is designed to give you flexibility in planning
    for retirement and other financial goals.

    You may purchase the Contract as a non-tax qualified  retirement plan for an
    individual  ("Non-Qualified  Plan").  If you  are  eligible,  you  may  also
    purchase the Contract as an individual  retirement annuity ("IRA") qualified
    under  Section  408, or a Roth IRA  qualified  under  Section  408A,  of the
    Internal  Revenue  Code of 1986,  as  amended  ("Qualified  Plan").  See the
    discussion of IRAs and Roth IRAs under  "Section 408 and Section 408A," page
    36.

THE SEPARATE ACCOUNT AND THE FUNDS

    You may  allocate  your  purchase  payments  to the T. Rowe  Price  Variable
    Annuity Account (the "Separate  Account").  See "Separate Account," page 12.
    The Separate Account is currently  divided into seven divisions  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 that you allocate to the  Subaccounts  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.

FIXED INTEREST ACCOUNT

    You may allocate all or part of your purchase payments to the Fixed Interest
    Account,  which is part of the Company's  General Account.  Amounts that you
    allocate 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," page 28.

PURCHASE PAYMENTS

    If you are  purchasing  a Contract  as a  Non-Qualified  Plan,  the  minimum
    initial purchase payment is $10,000 ($5,000 if made pursuant to an Automatic
    Investment  Program).  If you are purchasing a Contract as a Qualified Plan,
    the minimum initial  purchase  payment is $2,000 ($25 if made pursuant to an
    Automatic  Investment  Program).  Thereafter,  you 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  Non-Qualified  Plan or $500  ($25 if made  pursuant  to an  Automatic
    Investment Program) for a Qualified Plan. See "Purchase Payments," page 15.

CONTRACT BENEFITS

    You may exchange  Account  Value among the  Subaccounts  and to and from the
    Fixed Interest Account, subject to certain restrictions as described in "The
    Contract,"  page 14,  "Annuity  Payments,"  page 23 and "The Fixed  Interest
    Account," page 28.

    At any time before the Annuity  Payout Date, you may surrender your Contract
    for  its  Withdrawal  Value  and may  make  partial  withdrawals,  including
    systematic  withdrawals,  from Account Value. On or after the Annuity Payout
    Date, you may withdraw your Account Value under Annuity Options 5 through 8.
    Withdrawals  of Account Value  allocated to the Fixed  Interest  Account are
    subject to certain  restrictions  described in "The Fixed Interest Account,"
    page 28. See "Full and Partial  Withdrawals,"  page 19, "Annuity  Payments,"
    page 23 and  "Federal  Tax  Matters,"  page 31 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 prior
    to  the  Annuity  Start  Date.  See  "Death   Benefit,"  page  21  for  more
    information.  The Contract  provides for several Annuity Options on either a
    variable  basis,  a fixed basis,  or both.  The Company  guarantees  Annuity
    Payments under the fixed Annuity Options. See "Annuity Payments," page 23.

FREE-LOOK RIGHT

    You may return the Contract within the Free-Look Period,  which is generally
    a 10-day period beginning when you receive the Contract.  In this event, the
    Company will refund to you the amount of purchase payments  allocated to the
    Fixed  Interest  Account  plus the  Account  Value in the  Subaccounts.  The
    Company will refund purchase  payments  allocated to the Subaccounts  rather
    than the  Account  Value in those  states and  circumstances  in which it is
    required to do so. See "Free-Look Right," page 21.

CHARGES AND DEDUCTIONS

    The Company does not deduct a sales load from purchase payments. The Company
    will deduct  certain  charges 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  0.55% of each  Subaccount's  average  daily  net
        assets. See "Mortality and Expense Risk Charge," page 22.

    *   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  when  Annuity
        Payments  begin or upon full  withdrawal if the Company incurs a premium
        tax.  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,"
        page 23.

    *   OTHER  EXPENSES The Company pays the operating  expenses of the Separate
        Account.  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

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

EXPENSE TABLE
- --------------------------------------------------------------------------------

    The  purpose  of this table is to assist you in  understanding  the  various
    costs  and  expenses  that you will  bear  directly  and  indirectly  if you
    allocate  Account  Value  to  the   Subaccounts.   The  table  reflects  any
    contractual  charges,  expenses  of the  Separate  Account,  and charges and
    expenses of the  Portfolios.  The table does not reflect  premium taxes that
    may be imposed by various jurisdictions.  See "Premium Tax Charge," page 23.
    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  22.  For  a  more  complete   description  of  each
    Portfolio's costs and expenses, see the Funds' prospectus, which accompanies
    this Prospectus.

TABLE 1
- -------------------------------------------------------------------------------

  CONTRACTOWNER TRANSACTION 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)    0.55%

                                                                     -----
  Total Annual Separate Account Expenses                             0.55%
  ANNUAL  PORTFOLIO EXPENSES (AS A PERCENTAGE OF EACH  PORTFOLIO'S AVERAGE DAILY
  DAILY NET ASSETS)

<TABLE>
<CAPTION>
                                                                                    TOTAL
                                                       MANAGEMENT  OTHER EXPENSES PORTFOLIO
                                                          FEE(1)                   EXPENSES

  <S>                                                   <C>             <C>       <C>
  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.

    EXAMPLES

    The examples  presented below show expenses that you would pay at the end of
    one,  three,  five, or ten years.  The examples show expenses  based upon an
    allocation of $1,000 to each of the  Subaccounts  and a hypothetical  annual
    return of 5%.

    You should not  consider  the  examples  below 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.

    EXAMPLE - You would pay the  expenses  shown below  during the  Accumulation
    Period and during the Annuity Period:

<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------------------------
                                                   1 YEAR     3 YEARS      5 YEARS     10 YEARS

      <S>                                           <C>         <C>          <C>         <C>
      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
    ----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------


    The following condensed  financial  information  presents  accumulation unit
    values for the years ended December 31, 1999,  1998,  1997 and 1996, and the
    period April 1, 1995 (date of inception), through December 31, 1995, as well
    as ending accumulation units outstanding under each Subaccount.

<TABLE>
<CAPTION>
    --------------------------------------------------------------------------------------------------------------
                                                   1999         1998         1997         1996          1995

     <S>                                        <C>           <C>          <C>          <C>           <C>
     NEW AMERICA GROWTH SUBACCOUNT
      Accumulation unit value:
        Beginning of period                         $22.72       $19.28       $16.00       $13.40      $10.00
        End of period                               $24.91       $22.72       $19.28       $16.00      $13.40
      Accumulation units:
        Outstanding at the end of period         2,069,472    2,269,650    2,030,514    1,596,903     333,934

      INTERNATIONAL STOCK SUBACCOUNT
      Accumulation unit value:
        Beginning of period                         $15.08       $13.09       $12.77       $11.19      $10.00
        End of period                               $19.83       $15.08       $13.09       $12.77      $11.19
      Accumulation units:
        Outstanding at the end of period         1,556,280    1,554,164    1,562,428    1,124,821     218,427

      EQUITY INCOME SUBACCOUNT
      Accumulation unit value:
        Beginning of period                         $20.42       $18.84       $14.70       $12.37      $10.00
        End of period                               $21.07       $20.42       $18.84       $14.70      $12.37
      Accumulation units:
        Outstanding at the end of period         3,159,785    3,428,903    3,450,047    1,902,935     365,712

      PERSONAL STRATEGY BALANCED SUBACCOUNT
      Accumulation unit value:
        Beginning of period                         $18.04       $15.86       $13.51       $11.90      $10.00
        End of period                               $19.44       $18.04       $15.86       $13.51      $11.90
      Accumulation units:
        Outstanding at the end of period         1,207,707    1,257,891      983,602      599,843     148,349

      LIMITED TERM-BOND SUBACCOUNT
      Accumulation unit value:
        Beginning of period                         $12.38       $11.60       $10.93       $10.64      $10.00
        End of period                               $12.28       $12.38       $11.60       $10.93      $10.64
      Accumulation units:
        Outstanding at the end of period           718,369      926,046      626,694      445,079      86,891

      MID-CAP GROWTH SUBACCOUNT*
      Accumulation unit value:
        Beginning of period                         $14.34       $11.82       $10.00
        End of period                               $17.47       $14.34       $11.82
      Accumulation units:
        Outstanding at the end of period         1,730,183    1,508,570    1,100,979

      PRIME RESERVE SUBACCOUNT*
      Accumulation unit value:
        Beginning of period                         $10.97       $10.48       $10.00
        End of period                               $11.44       $10.97       $10.48
      Accumulation units:
        Outstanding at the end of period         1,614,807    1,367,278      769,829

      --------------------------------------------------------------------------------------------------------------
</TABLE>

     *The Mid-Cap Growth and Prime Reserve Subaccounts  commenced operations on
      January 2, 1997.

<PAGE>

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

SECURITY BENEFIT LIFE INSURANCE COMPANY

    The  Company is a life  insurance  company  organized  under the laws of the
    State of Kansas. It was organized  originally as a fraternal benefit society
    and commenced  business February 22, 1892. It became a mutual life insurance
    company  under its present name on January 2, 1950.  On July 31,  1998,  the
    Company  converted  from a mutual  life  insurance  company  to a stock life
    insurance company  ultimately  controlled by Security Benefit Mutual Holding
    Company,  a Kansas mutual holding company.  Membership  interests of persons
    who were  Contractowners as of July 31, 1998 became membership  interests in
    Security  Benefit  Mutual  Holding  Company as of that date, and persons who
    acquire  policies  from the  Company  after that date  automatically  become
    members in the mutual holding company.


    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 1999,  the Company had total assets of  approximately  $8.3
    billion.  Together with its subsidiaries,  the Company has total funds under
    management of approximately $9.9 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 Company  established  the T. Rowe Price  Variable  Annuity  Account as a
    separate  account under Kansas law on March 28, 1994. The Contract  provides
    that the income,  gains, or losses of the Separate  Account,  whether or not
    realized,  are  credited to or charged  against  the assets of the  Separate
    Account without regard to other income, gains, or losses of the Company. 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 Contract. Such Separate Account assets are not subject
    to claims of the  Company's  creditors.  The  Company  may  transfer  to its
    General Account assets that exceed  anticipated  obligations of the Separate
    Account.  All obligations  arising under the Contracts are general corporate
    obligations  of 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.  The
    Contract  provides that income,  gains and losses,  whether or not realized,
    are 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  its
    contract  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 (1) such change is  necessary  to comply  with  applicable
    laws,  (2)  shares  of any or all of the  Portfolios  should  no  longer  be
    available  for  investment,  or (3) 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 40.

    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.  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,  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.  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
    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 set
    forth 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
    companies  operating in sectors T. Rowe Price  believes  will be the fastest
    growing in the United States.


    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 common stocks of
    medium-sized growth companies.

    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.

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 the Portfolios, T. Rowe
    Price and  Price-Fleming  are  responsible  for selection and  management of
    portfolio  investments.  T. Rowe Price and Price-Fleming are registered with
    the SEC as investment advisers.

    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 Company issues the Contract offered by this Prospectus. It is a flexible
    premium deferred variable annuity.  To the extent that you allocate all or a
    portion of your  purchase  payments  to the  Subaccounts,  the  Contract  is
    significantly different from a fixed annuity contract in that you assume the
    risk of investment gain or loss rather than the Company.  When you are ready
    to begin receiving annuity  payments,  the Contract 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 you have allocated
    Account Value and the amount of interest  credited on Account Value that you
    have allocated to the Fixed Interest Account.

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

APPLICATION FOR A CONTRACT

    If you wish to purchase a  Contract,  you 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 you  own  shares  of one or  more  mutual  funds
    distributed by Investment Services ("T. Rowe Price Funds"), you may elect 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  Funds and the
    Contract.  If you  redeem  fund  shares,  it is a sale  of  shares  for  tax
    purposes,  which may  result in a taxable  gain or loss.  You may  obtain an
    application 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

    If you are  purchasing  a Contract  as a  Non-Qualified  Plan,  the  minimum
    initial purchase payment is $10,000 ($5,000 if made pursuant to an Automatic
    Investment  Program).  If you are purchasing a Contract as a Qualified Plan,
    the minimum initial  purchase  payment is $2,000 ($25 if made pursuant to an
    Automatic  Investment  Program).  Thereafter,  you 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.

    The Company will apply the initial  purchase  payment not later than the end
    of the second  Valuation Date after the Valuation Date it is received at the
    T. Rowe Price Variable  Annuity Service  Center;  provided that the purchase
    payment  is  preceded  or  accompanied  by  an  application   that  contains
    sufficient  information  to establish  an account and  properly  credit such
    purchase  payment.  If the Company does not receive a complete  application,
    the Company will notify you that it does not have the necessary  information
    to issue a Contract.  If you do not provide the necessary information 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 you unless you  consent to the  Company  retaining  the  purchase
    payment until the application is made complete.

    The Company will credit  subsequent  purchase  payments as of the end of the
    Valuation  Period in which they are  received at the T. Rowe Price  Variable
    Annuity  Service  Center.  You may make purchase  payments after the initial
    purchase  payment 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 you own shares of one or more T. Rowe Price  Funds,  you may
    direct 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 must be paid before the Company will accept
    an Automatic  Investment Program. If you redeem fund shares, it is a sale of
    shares for tax purposes, which may result in a taxable gain or loss.

ALLOCATION OF PURCHASE PAYMENTS


    In an application  for a Contract,  you select the  Subaccounts or the Fixed
    Interest  Account  to  which  purchase  payments  will  be  allocated.   The
    allocation must be a whole  percentage.  Purchase payments will be allocated
    according to your  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 5% of any payment being  allocated
    to any one Subaccount or the Fixed Interest  Account.  Available  allocation
    alternatives include the seven Subaccounts and the Fixed Interest Account.


    You may change your 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 at
    the T. Rowe Price  Variable  Annuity  Service  Center and will  continue  in
    effect until subsequently changed. You may also change your purchase payment
    allocation  instructions  by telephone.  Changes in the allocation of future
    purchase  payments  have no  effect  on  existing  Account  Value.  You may,
    however, exchange Account Value among the Subaccounts and the Fixed Interest
    Account as described in "Exchanges of Account Value," page 18.

DOLLAR COST AVERAGING OPTION

    Prior to the Annuity  Payout Date,  you may dollar cost average your Account
    Value by authorizing the Company to make periodic exchanges of Account 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  exchange of Account  Value from one
    Subaccount to one or more of the other Subaccounts.  Amounts exchanged under
    this option will be credited at the Subaccount's  price as of the end of the
    Valuation  Dates on which the exchanges  are effected.  Since the price of a
    Subaccount's  Accumulation  Units  will vary,  the  amounts  allocated  to a
    Subaccount  will result in the  crediting of a greater  number of units when
    the  price  is low and a lesser  number  of  units  when the  price is high.
    Similarly, the amounts exchanged from a Subaccount will result in a debiting
    of a greater number of units when the Subaccount's price is low and a lesser
    number  of units  when the price is high.  Dollar  cost  averaging  does not
    guarantee profits, nor does it assure that you will not have losses.

    You may request a Dollar Cost Averaging  Request form from the T. Rowe Price
    Variable  Annuity  Service Center.  On the form, you must designate  whether
    Account 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,  your Account  Value must be at
    least $5,000, ($2,000 for a Contract funding a Qualified Plan), and a Dollar
    Cost Averaging  Request in proper form must be received at the T. Rowe Price
    Variable  Annuity Service  Center.  The Company will not consider the Dollar
    Cost  Averaging  Request form to be complete  until your Account Value is at
    least  the  required  amount.  You 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 Account Value in the amounts you designate from the Subaccount from
    which  exchanges are to be made to the  Subaccount or  Subaccounts  you have
    chosen.  The minimum  amount that may be  exchanged  is $200 and the minimum
    amount that may be allocated to any one  Subaccount is $25. The Company will
    effect each exchange on the date you specify or if no date is specified,  on
    the  monthly,  quarterly,  semiannual,  or  annual  anniversary,   whichever
    corresponds  to the period  selected,  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 Account 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 Account Value," page 18.

    You 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 Account Value in the  Subaccount  from which  exchanges  were being made
    that has not been  exchanged  will  remain  in that  Subaccount  unless  you
    instruct us otherwise.  If you wish 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,  you must complete
    a new  Dollar  Cost  Averaging  Request  and  send it to the T.  Rowe  Price
    Variable  Annuity Service Center.  The Contract must meet the $5,000 ($2,000
    for a Contract  funding a Qualified Plan) minimum required amount of Account
    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
    contract with Investment Services,  the Company first obtains the consent of
    Investment Services.

    Account Value also may 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

    Prior  to the  Annuity  Payout  Date,  you  may  authorize  the  Company  to
    automatically  exchange  Account Value each quarter to maintain a particular
    percentage allocation among the Subaccounts.  The Account Value allocated to
    each  Subaccount will grow or decline in value at different rates during the
    quarter, and Asset Rebalancing  automatically  reallocates the Account Value
    in  the  Subaccounts  each  quarter  to the  allocation  you  select.  Asset
    Rebalancing  is intended to exchange  Account  Value from those  Subaccounts
    that have  increased  in value to those  Subaccounts  that have  declined in
    value.  Over time, this method of investing may help you to 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 you will not have
    losses.

    To elect the Asset  Rebalancing  Option,  the Account Value 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  at the T. Rowe Price
    Variable Annuity Service Center. You 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, you must indicate the
    applicable  Subaccounts  and the percentage of Account 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 Account
    Value allocated to the Subaccounts must be included in the Asset Rebalancing
    Option.

    This option will result in the  exchange of Account  Value to one or more of
    the Subaccounts on the date you specify 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 price of the Subaccount 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.

    You may instruct the Company at any time to terminate this option by written
    request to the T. Rowe Price Variable  Annuity Service  Center.  This option
    will terminate  automatically  in the event that you exchange  Account Value
    (outside  the Asset  Rebalancing  Option)  by written  request or  telephone
    instructions. In either event, the Account Value in the Subaccounts that has
    not been  exchanged  will  remain  in those  Subaccounts  regardless  of the
    percentage  allocation  unless you  instruct  us  otherwise.  If you wish to
    resume Asset Rebalancing after it has been canceled, you must complete a new
    Asset  Rebalancing  Request  form and send it to the T. Rowe Price  Variable
    Annuity  Service  Center.  The Account 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  contract  with  Investment
    Services, the Company first obtains the consent of Investment Services.

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

EXCHANGES OF ACCOUNT VALUE

    Prior to the Annuity Payout Date,  you may exchange  Account Value among the
    Subaccounts  upon  proper  written  request  to the T. Rowe  Price  Variable
    Annuity Service Center. You may exchange Account Value (other than exchanges
    in connection with the Dollar Cost Averaging or Asset  Rebalancing  Options)
    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.

    You may also exchange  Account Value between the  Subaccounts  and the Fixed
    Interest Account; however,  exchanges from the Fixed Interest Account to the
    Subaccounts are restricted as described under "The Fixed Interest  Account,"
    page 28. For a discussion of exchanges  after the Annuity  Payout Date,  see
    "Annuity Payments," page 23.

    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 of Account  Value 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 contract  with  Investment  Services,  the Company  first
    obtains the consent of Investment Services.

ACCOUNT VALUE

    The Account  Value is the sum of the amounts under the Contract held in each
    Subaccount and the Fixed Interest Account. Account Value is determined as of
    any  Valuation  Date during the  Accumulation  Period and during the Annuity
    Period under Annuity Options 5 through 7.

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

DETERMINATION OF ACCOUNT VALUE

    Account  Value will vary to a degree  that  depends  upon  several  factors,
    including  investment  performance  of the  Subaccounts  to  which  you have
    allocated Account Value,  payment of subsequent  purchase payments,  partial
    withdrawals,  annuity  payments  under  Options 5 through 7 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  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  you  allocate  purchase  payments  to  a
    Subaccount, your 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  price  for  the
    particular Subaccount as of the end of the Valuation Period during which the
    purchase payment is credited. In addition, other transactions including full
    or partial withdrawals,  exchanges, annuity payments under Options 5 through
    7 and  assessment  of premium  taxes  against the  Contract,  all 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 price of the affected
    Subaccount.  The price of each Subaccount is determined as of each Valuation
    Date.  The number of  Accumulation  Units credited to a Contract will not be
    changed by any subsequent  change in the value of an Accumulation  Unit, but
    the price 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 price of each Subaccount's units initially was $10. Determination of the
    price 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

    Prior to the Annuity  Payout Date,  you may  surrender  the Contract for its
    Withdrawal  Value or make a partial  withdrawal of Account  Value. A full or
    partial withdrawal, including a systematic withdrawal, may be taken from the
    Account Value at any time while the Owner is living, subject to restrictions
    on partial  withdrawals of Account Value from the Fixed Interest Account and
    limitations under applicable law.  Withdrawals after the Annuity Payout Date
    are  permitted  only  under  Annuity  Options  5  through  8.  See  "Annuity
    Payments," page 23. A full or partial  withdrawal  request will be effective
    as of the end of the  Valuation  Period  that a proper  written  request  is
    received 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.  You  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 your written withdrawal request.

    The  proceeds  received  upon  a full  withdrawal  will  be  the  Contract's
    Withdrawal  Value.  The Withdrawal  Value  generally is equal to the Account
    Value as of the end of the Valuation Period during which a proper withdrawal
    request is received at the T. Rowe Price Variable  Annuity  Service  Center,
    less any premium  taxes due and paid by the Company.  The  Withdrawal  Value
    during the Annuity  Period  under  Option 8 is the  present  value of future
    annuity  payments  calculated  using the  assumed  interest  rate,  less any
    premium  taxes due and paid by the Company.  (See "Annuity  Payments,"  page
    23.)


    You may request a partial  withdrawal  as a specified  percentage  or dollar
    amount of  Account  Value.  Each  partial  withdrawal  must be at least $500
    except  systematic  withdrawals  discussed  below.  A request  for a partial
    withdrawal  will result in a payment by the Company in  accordance  with the
    amount  specified  in the partial  withdrawal  request.  Upon  payment,  the
    Account  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,  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 Account Value
    in the  Subaccounts  and  the  Fixed  Interest  Account,  according  to your
    instructions  to  the  Company,  subject  to  the  restrictions  on  partial
    withdrawals  from  the  Fixed  Interest  Account.  See "The  Fixed  Interest
    Account,"  page 28. If you do not specify the  allocation,  the Company will
    contact you for instructions,  and the withdrawal will be effected as of the
    end of the Valuation Period in which 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," page 23.

    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's
    attaining  age 59 1/2,  may be  subject  to a 10%  penalty  tax.  You should
    carefully  consider the tax consequences of a withdrawal under the Contract.
    See "Federal Tax Matters," page 31.

SYSTEMATIC WITHDRAWALS

    The Company  currently offers a feature under which you may elect to receive
    systematic  withdrawals  of Account  Value by  sending a properly  completed
    Systematic  Withdrawal  Request form to the T. Rowe Price  Variable  Annuity
    Service  Center.  Systematic  withdrawals  are  available  only prior to the
    Annuity  Payout  Date.  You may  direct  Investment  Services  to apply  the
    proceeds of a systematic withdrawal to the purchase of 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.  You may
    designate the systematic  withdrawal amount as a percentage of Account 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.  You may stop or modify  systematic  withdrawals
    upon proper written  request to 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, your Account
    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.

    The  Company  will effect each  systematic  withdrawal  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 your Account Value
    in  the   Subaccounts   and  the  Fixed  Interest   Account  based  on  your
    instructions.

    The Company may, at any time,  discontinue,  modify,  or suspend  systematic
    withdrawals  provided  that,  as required by its  contract  with  Investment
    Services,  the Company  first  obtains the consent of  Investment  Services.
    Systematic  withdrawals  from Account 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,"  page 28.  You should
    consider  carefully  the  tax  consequences  of  a  systematic   withdrawal,
    including  the 10%  penalty  tax  imposed on  withdrawals  made prior to the
    Owner's attaining age 59 1/2. See "Federal Tax Matters," page 31.

FREE-LOOK RIGHT

    You may return a Contract within the Free-Look Period,  which is generally a
    10-day period beginning when you receive 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  Account  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 Account  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,"  page 22.  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, any death benefit will
    be  determined  according to the terms of the Annuity  Option.  See "Annuity
    Options," page 25.

    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
    Account  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,  (2) the total 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
    Account  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.

    The death  benefit for  Contracts  issued in Florida is  different  than the
    death benefit  described above.  For Contracts issued in Florida,  the death
    benefit, regardless of age at issue, is the greater of (1) the Account 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 total purchase payments received less any
    reductions caused by previous withdrawals.

    The  Company  will  pay  the  death  benefit   proceeds  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," page 31 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 on or
    after the Annuity  Payout Date,  any death benefit is  determined  under the
    terms of the Annuity Option. See "Annuity Options," page 25.

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  generally  is equal to an annual rate of 0.55% 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 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  assumes a mortality risk in connection  with the
    death benefit under the Contract.


    The Company may  ultimately  realize a profit from the mortality and expense
    risk  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
    Investment  Services or an affiliate  thereof.  The Company pays  Investment
    Services at the annual rate of 0.10% 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 the Annuity
    Payout Date, 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 32.

GUARANTEE OF CERTAIN CHARGES

    The Company  guarantees that the charge for mortality and expense risks will
    not exceed an annual rate of 0.55% of each  Subaccount's  average  daily net
    assets.

FUND EXPENSES

    Each Subaccount 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,  you indirectly bear 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.

ANNUITY PAYMENTS
- --------------------------------------------------------------------------------

GENERAL


    You may select the Annuity Payout Date at the time of  application.  You may
    not defer the  Annuity  Payout Date beyond the  Annuitant's  90th  birthday,
    although  the terms of a Qualified  Plan and the laws of certain  states may
    require you to begin receiving annuity payments at an earlier age. If you do
    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," page 26. If there are Joint  Annuitants,  the
    birth  date of the older  Annuitant  will be used to  determine  the  latest
    Annuity  Payout  Date.  A letter  will be sent to the Owner on the  proposed
    Annuity Payout Date requesting that the Owner confirm this date or to select
    a new date.


    On the Annuity  Payout  Date,  the Account  Value as of that date,  less any
    premium  taxes,  will be applied  to  provide  an  annuity  under one of the
    Options  described on page 25. Each Option is available 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  under Options 5 through 7. Your payment  choices for each Annuity
    Option are set forth in the table below.

<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------
                                                                                     COMBINATION VARIABLE
      ANNUITY OPTION                            VARIABLE ANNUITY    FIXED ANNUITY      AND FIXED ANNUITY
    -------------------------------------------------------------------------------------------------------
      <S>                                               <C>               <C>                  <C>
      Option 1 - Life Income                            X                 X
    -------------------------------------------------------------------------------------------------------
      Option 2 - Life Income with Period Certain        X                 X
    -------------------------------------------------------------------------------------------------------
      Option 3 - Life Income with Installment
        Refund                                          X                 X
    -------------------------------------------------------------------------------------------------------
      Option 4 - Joint and Last Survivor                X                 X
    -------------------------------------------------------------------------------------------------------
      Option 5 - Payments for a Specified Period        X                 X                    X
    -------------------------------------------------------------------------------------------------------
      Option 6 - Payments of a Specified Amount         X                 X                    X
    -------------------------------------------------------------------------------------------------------
      Option 7 - Age Recalculation                      X                 X                    X
    -------------------------------------------------------------------------------------------------------
      Option 8 - Period Certain                         X                 X
    -------------------------------------------------------------------------------------------------------
</TABLE>

    Variable Annuity Payments will fluctuate with the investment  performance of
    the applicable Subaccounts while fixed Annuity Payments will not. Unless you
    direct otherwise, Account Value allocated to the Subaccounts will be applied
    to  purchase a variable  annuity and Account  Value  allocated  to the Fixed
    Interest Account will be applied to purchase a fixed annuity.

    The Company will make Annuity Payments on a monthly, quarterly,  semiannual,
    or annual basis.  No Annuity  Payments will be made for less than $100.  You
    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.

    You may  designate  or change an Annuity  Payout  Date,  Annuity  Option and
    Annuitant,  provided  proper written notice is received at the T. Rowe Price
    Variable Annuity Service Center at least 30 days prior to the Annuity Payout
    Date.  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.

EXCHANGES AND WITHDRAWALS

    During the Annuity Period,  you may exchange  Account Value or Payment Units
    among the  Subaccounts  upon  proper  written  request  to the T. Rowe Price
    Variable  Annuity  Service  Center.  Up to six  exchanges are allowed in any
    Contract  Year.  Exchanges  of  Account  Value or Payment  Units  during the
    Annuity  Period  will  result  in future  annuity  payments  based  upon the
    performance of the Subaccounts to which the exchange is made.

    The Owner may exchange Payment Units under Options 1 through 4 and 8 and may
    exchange  Account Value among the Subaccounts and the Fixed Interest Account
    under Options 5 through 7, subject to the restrictions on exchanges from the
    Fixed Interest  Account  described under the "Fixed Interest  Account," page
    28. The minimum amount of Account Value that may be exchanged is $500 or, if
    less, the amount remaining in the Fixed Interest Account or Subaccount.

    Once Annuity  Payments have  commenced,  an Annuitant or Owner cannot change
    the Annuity Option and generally cannot surrender his or her annuity for the
    Withdrawal  Value.  Full  and  partial  withdrawals  of  Account  Value  are
    available,  however,  during the Annuity  Period under  Options 5 through 7,
    subject to the restrictions on withdrawals from the Fixed Interest  Account.
    An Owner  may elect to  withdraw  the  present  value of  annuity  payments,
    commuted at the assumed  interest rate, if a variable annuity under Option 8
    is selected.  Partial  withdrawals during the Annuity Period will reduce the
    amount of future Annuity Payments.

ANNUITY OPTIONS


    The Contract  provides for eight Annuity Options.  Other Annuity Options may
    be available  upon request at the  discretion of the Company.  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 10 years. A letter
    will be sent to the Owner on the  Annuity  Payout  Date to notify  the Owner
    that  Option 2 will be  selected  and to give the Owner the  opportunity  to
    confirm this Annuity  Option or to select a different  Annuity  Option.  The
    Annuity Options are set forth below.


    OPTION 1 - LIFE INCOME  Periodic  Annuity  Payments  will be made during the
    lifetime of the Annuitant. It is possible under this Option for an 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 due date of the  third  Annuity  Payment,  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  PERIOD  CERTAIN  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.  UPON THE ANNUITANT'S DEATH AFTER THE
    PERIOD CERTAIN, NO FURTHER ANNUITY PAYMENTS WILL BE MADE.

    OPTION 3 - LIFE  INCOME 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 Annuity Payments has been made.

    OPTION 4 - JOINT AND LAST SURVIVOR  Periodic  Annuity  Payments will be made
    during the lifetime of the Annuitants. Annuity Payments will be made as long
    as either  Annuitant  is living.  Upon the death of one  Annuitant,  Annuity
    Payments continue to the surviving  annuitant at the same or a reduced level
    of 75%,  66 2/3% or 50% of Annuity  Payments  as elected by the Owner at the
    time the Annuity Option is selected. With respect to fixed Annuity Payments,
    the amount of the Annuity  Payment  and,  with  respect to variable  annuity
    payments,  the number of Payment Units used to determine the Annuity Payment
    is reduced as of the first Annuity Payment following the Annuitant's  death.
    It is possible under this Option for only one Annuity  Payment to be made if
    both  Annuitants  died prior to the second Annuity  Payment due date, two if
    both died prior to the third Annuity  Payment due date,  etc. AS IN THE CASE
    OF OPTION 1, THERE IS NO MINIMUM  NUMBER OF PAYMENTS  GUARANTEED  UNDER THIS
    OPTION.  PAYMENTS  CEASE  UPON THE  DEATH OF THE LAST  SURVIVING  ANNUITANT,
    REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

    OPTION 5 - PAYMENTS FOR SPECIFIED  PERIOD Periodic  Annuity Payments will be
    made for a fixed period,  which may be from 5 to 20 years, as elected by the
    Owner.  The amount of each Annuity Payment is determined by dividing Account
    Value by the number of Annuity Payments  remaining in the period. If, at the
    death of the  Annuitant,  payments have been made for less than the selected
    fixed period,  the remaining  unpaid payments will be paid to the Designated
    Beneficiary.

    OPTION 6 - PAYMENTS OF A SPECIFIED  AMOUNT Periodic  Annuity Payments of the
    amount  elected by the Owner will be made until  Account Value is exhausted,
    with the guarantee  that, if, at the death of the Annuitant,  all guaranteed
    payments have not yet been made, the remaining  unpaid payments will be paid
    to the Designated  Beneficiary.  This Option is available only for Contracts
    issued in connection with Non-Qualified Plans.

    OPTION 7 - AGE  RECALCULATION  Periodic  Annuity Payments will be made based
    upon the Annuitant's  life  expectancy,  or the joint life expectancy 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  government  actuarial  tables and are
    made until Account  Value is  exhausted.  Upon the  Annuitant's  death,  any
    Account Value will be paid to the Designated Beneficiary.

    OPTION 8 - PERIOD CERTAIN Periodic Annuity Payments will be made for a fixed
    period which may be 5, 10, 15 or 20 years. This option differs from Option 5
    in that Annuity  Payments are calculated on the basis of Payment  Units.  If
    the  Annuitant  dies prior to the end of the period  certain,  the remaining
    guaranteed Annuity Payments will be made to the Designated Beneficiary.

SELECTION OF AN OPTION

    You should  carefully  review the Annuity Options with your financial or tax
    adviser.  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.

ANNUITY PAYMENTS

    Annuity  Payments  under  Options 1 through 4 and 8 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  upon the age and sex of the
    Annuitant,  except that  unisex  rates are used where  required by law.  The
    annuity rates reflect your life expectancy based upon your age and gender as
    of the Annuity Payout Date unless unisex rates apply.  The annuity rates are
    based  upon the  1983(a)  Mortality  Table and are  adjusted  to  reflect an
    assumed  interest  rate of 3.5%,  compounded  annually,  as  selected by the
    Owner.  See the table below for the basis of annuity  rates.  In the case of
    Options 5, 6 and 7, Annuity  Payments are based upon Account  Value  without
    regard to annuity rates.

                             BASIS OF ANNUITY RATES

                    OPTIONS 1-4               OPTION 8

               Assumed Interest Rate      Assumed Interest Rate

              Mortality Table 1983(a)

    The Company  calculates  variable Annuity Payments under Options 1 through 4
    and 8 using Payment Units.  The value of a Payment Unit for each  Subaccount
    is determined as of each Valuation Date and was initially $1.00. The Payment
    Unit value of a Subaccount as of any subsequent Valuation Date is determined
    by adjusting the Payment Unit value on the previous  Valuation  Date for (1)
    the interim performance of the corresponding Portfolio of the Funds; (2) any
    dividends or  distributions  paid by the  corresponding  Portfolio;  (3) the
    mortality  and expense risk charge;  (4) the  charges,  if any,  that may be
    assessed by the  Company  for taxes  attributable  to the  operation  of the
    Subaccount; and (5) the assumed interest rate.

    The Company  determines  the number of Payment Units used to calculate  each
    variable  Annuity Payment as of the Annuity Payout Date. As discussed above,
    the Contract specifies annuity rates for Options 1 through 4 and 8 which are
    the  guaranteed  minimum dollar amount of monthly  annuity  payment for each
    $1,000 of Account Value,  less any applicable  premium taxes,  applied to an
    Annuity  Option.  The Account Value as of the Annuity Payout Date,  less any
    applicable  premium taxes, is divided by $1,000 and the result is multiplied
    by the rate per $1,000  specified  in the annuity  tables to  determine  the
    initial  Annuity Payment for a variable  annuity and the guaranteed  monthly
    Annuity Payment for a fixed annuity.

    On the Annuity Payout Date, the Company divides the initial variable Annuity
    Payment by the value as of that date of the Payment Unit for the  applicable
    Subaccount  to  determine  the  number  of  Payment  Units  to  be  used  in
    calculating  subsequent  Annuity Payments.  If variable Annuity Payments are
    allocated to more than one  Subaccount,  the number of Payment Units will be
    determined by dividing the portion of the initial  variable  Annuity Payment
    allocated to a Subaccount by the value of that Subaccount's  Payment Unit as
    of the  Annuity  Payout  Date.  The  initial  variable  Annuity  Payment  is
    allocated to the  Subaccounts in the same proportion as the Account Value is
    allocated as of the Annuity  Payout Date.  The number of Payment  Units will
    remain constant for subsequent Annuity Payments,  unless the Owner exchanges
    Payment Units among Subaccounts or makes a withdrawal under Option 8.

    Subsequent  variable  Annuity  Payments are  calculated by  multiplying  the
    number  of  Payment  Units  allocated  to a  Subaccount  by the value of the
    Payment Unit as of the date of the Annuity  Payment.  If the Annuity Payment
    is allocated to more than one  Subaccount,  the Annuity  Payment is equal to
    the sum of the payment amount determined for each Subaccount.

ASSUMED INTEREST RATE


    As  discussed  above,  the  annuity  rates for Options 1 through 4 and 8 are
    based upon an assumed interest rate of 3.5%,  compounded annually.  Variable
    Annuity  Payments  increase or decrease from one Annuity Payment date to the
    next based upon the  performance  of the applicable  Subaccounts  during the
    interim period adjusted for the assumed interest rate. If the performance of
    the Subaccounts is equal to the assumed interest rate, Annuity Payments will
    remain  constant.  If the performance of the Subaccounts is greater than the
    assumed  interest rate, the amount of the Annuity Payments will increase and
    if it is less than the  assumed  interest  rate,  the amount of the  Annuity
    Payments will decline. A higher assumed interest rate, for example 5%, would
    mean a higher  initial  variable  Annuity  Payment,  but the  amount  of the
    Annuity  Payments  would  increase  more  slowly in a rising  market (or the
    amount of the  Annuity  Payments  would  decline  more  rapidly in a falling
    market).  Conversely, a lower assumed interest rate, for example 3.5%, would
    mean a lower  initial  variable  Annuity  Payment  and more  rapidly  rising
    Annuity Payment amounts in a rising market and more slowly declining Annuity
    Payment amounts in a falling market.


THE FIXED INTEREST ACCOUNT
- --------------------------------------------------------------------------------


    You may allocate all or a portion of your  purchase  payments,  and exchange
    Account 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 disclosure in this Prospectus  relating to
    the Fixed Interest  Account,  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," page
    14.


    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

    Account Value  allocated to the Fixed  Interest  Account earns interest at a
    fixed rate or rates that are paid by the Company.  The Account  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.

    Account 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
    Account Value is allocated or exchanged to the Fixed Interest  Account.  The
    Current  Rate  paid on any  such  portion  of  Account  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 Account  Value,  which will earn  interest at the
    Current  Rate,  if any,  declared by the Company on the first day of the new
    Guarantee Period.

    Account 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, Account 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 your Account 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  Account  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 Account
    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
    Account  Value  allocated  to the  Fixed  Interest  Account  for  which  the
    Guarantee  Period  expires during the calendar month in which the withdrawal
    or exchange is effected,  then in the order  beginning  with that portion of
    such Account 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 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 Account Value in the Fixed Interest Account as for a
    Contract that has Account  Value  allocated to the  Subaccounts.  See "Death
    Benefit," page 21.

CONTRACT CHARGES

    Premium  taxes will be the same for  Contractowners  who  allocate  purchase
    payments  or exchange  Account  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  Account  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 Account  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,  Account 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 Account
    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 Account 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 Account pursuant to systematic withdrawals,  any purchase
    payment  allocated  to, or Account  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  Account  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  Account  Value  to  the  Subaccounts.  A
    Contractowner may make a partial  withdrawal from the Fixed Interest Account
    only (1) from Account  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% of  Account  Value  allocated  to the Fixed
    Interest  Account  at  the  time  of  the  partial  withdrawal.   Systematic
    withdrawals  from Account 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 19 and "Systematic Withdrawals," page 20.

PAYMENTS FROM THE FIXED INTEREST ACCOUNT

    As required by most states, the Company reserves the right to delay any full
    and partial withdrawals and exchanges from the Fixed Interest Account for up
    to six months  after a written  request in proper form is received at the T.
    Rowe Price Variable  Annuity Service Center.  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 you 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 31.

    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.  Joint Owners are permitted only on a Contract issued
    pursuant to a Non-Qualified Plan.

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 at the T. Rowe Price
    Variable  Annuity  Service  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.

DIVIDENDS

    The  Contract is eligible to 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 Account 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, (c) during which an emergency,  as determined by the SEC, exists as
    a result of which (i) disposal of securities held by the Separate Account is
    not  reasonably  practicable,  or (ii) it is not  reasonably  practicable to
    determine the value of the assets of the Separate Account, or (d) as the SEC
    may by order permit for the protection of investors.


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  Account  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  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 Contract 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
    Contract  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  issued 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 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  guidance
    applicable to the Contract 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 in the present case, the Contractowner has additional flexibility in
    allocating purchase payments and Contract Values than in the cases described
    in the rulings.  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  promulgated,  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," page 35 and
    "Diversification Standards," page 32. 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.

    *   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 amount  received 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.  For fixed  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  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
        distribution 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 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.
        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, or a
    Roth IRA  under  Section  408A 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, 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.

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

    *   SECTION 408 AND SECTION 408A


    INDIVIDUAL  RETIREMENT  ANNUITIES.  Section 408 of the Code permits eligible
    individuals to establish individual retirement programs through the purchase
    of Individual Retirement Annuities ("traditional IRAs"). The Contract may be
    purchased  as an IRA.  The  IRAs  described  in this  paragraph  are  called
    "traditional  IRAs" to distinguish them from "Roth IRAs" which are described
    below.


    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 a  traditional  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  Contract  for  use  with  IRAs  may  be  subject  to  special
    requirements  imposed by the Internal  Revenue  Service.  Purchasers  of the
    Contract  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 a traditional 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 year of 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 to all IRAs bear to the expected return under the IRAs.

    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.


    ROTH  IRAS.  Section  408A  of the  Code  permits  eligible  individuals  to
    establish  a Roth IRA, a type of IRA which  became  available  in 1998.  The
    Contract may be purchased as a Roth IRA. Contributions to a Roth IRA are not
    deductible,  but withdrawals that meet certain  requirements are not subject
    to federal  income tax.  Sale of the  contract for use with Roth IRAs may be
    subject to special  requirements  imposed by the Internal  Revenue  Service.
    Purchasers  of the Contract  for such  purposes  will be provided  with such
    supplementary information as may be required by the Internal Revenue Service
    or other appropriate  agency, and will have the right to revoke the Contract
    under  certain  requirements.  Unlike a  traditional  IRA, Roth IRAs are not
    subject to minimum required  distribution  rules during the  Contractowner's
    life time.  Generally,  however,  upon the death of the  Contractowner,  the
    amount in a remaining  Roth IRA must be  distributed in the same manner as a
    traditional IRA as described above.


    The Internal Revenue Service has not reviewed the Contract for qualification
    as a Roth 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 Roth IRA qualification requirements.

    *   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% of the taxable portion of the distribution. The 10% 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;  (vii) which,  subject to certain  restrictions,  do not
    exceed the health  insurance  premiums  paid by  unemployed  individuals  in
    certain cases; (viii) made to pay "qualified higher education expenses";  or
    (ix) for certain "qualified first-time homebuyer distributions."

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

    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% 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

    You  indirectly  (through  the  Separate  Account)  purchase  shares  of the
    Portfolios  when you  allocate  purchase  payments to the  Subaccounts.  The
    Company  owns  shares of the  Portfolios  in the  Separate  Account for your
    benefit.  Under current law, the Company will vote shares of the  Portfolios
    held in the Subaccounts in accordance with voting instructions received from
    Owners having the right to give such  instructions.  You will have the right
    to give  voting  instructions  to the  extent  that you have  Account  Value
    allocated to the particular Subaccount.  The Company will vote all shares it
    owns through the  Subaccount in the same  proportion as the shares for which
    it receives  voting  instructions  from Owners.  The Company votes shares in
    accordance with its current understanding of the federal securities laws. If
    the Company later determines that it may vote shares of the Funds in its own
    right, it may elect to do so.


    Unless  otherwise  required  by  applicable  law,  the number of shares of a
    particular  Portfolio  as to which you may give voting  instructions  to the
    Company is  determined  by dividing  your Account 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
    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 your Account Value in a Subaccount for which
    you do not submit timely voting instructions will be voted by the Company in
    the same proportion as the voting instructions that are received in a timely
    manner for 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  Subaccounts  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  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 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 Contract 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  indicating  the
    Account  Value as of the end of each year. In addition,  the statement  will
    indicate the  allocation of Account 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,  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

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


    By authorizing telephone exchanges,  you authorize the Company to accept and
    act upon telephonic  instructions for exchanges involving your Contract, and
    agree 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. 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,  including the yield and total
    return  of all  Subaccounts  may  appear  in  advertisements,  reports,  and
    promotional literature to current or prospective Owners.

    Current yield for the Prime Reserve  Subaccount  will be based on investment
    income received by a hypothetical  investment over a given seven-day  period
    (less expenses  accrued  during the period),  and then  "annualized"  (i.e.,
    assuming that the seven-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  Account  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 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 Security  Benefit Life Insurance
    Company and  Subsidiaries at December 31, 1999 and 1998, and for each of the
    three  years in the  period  ended  December  31,  1999,  and the  financial
    statements of the Separate  Account at December 31, 1999,  and for the years
    ended  December  31,  1999  and  1998,  are  included  in the  Statement  of
    Additional Information.


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                                        3
    -------------------------------------------------------------------------
    Distribution of the Contract                                           3
    -------------------------------------------------------------------------
    Limits on Premiums Paid Under Tax-Qualified Retirement Plans           3
    -------------------------------------------------------------------------
    Experts                                                                4
    -------------------------------------------------------------------------
    Performance Information                                                4
    -------------------------------------------------------------------------
    Financial Statements                                                   6
    -------------------------------------------------------------------------

<PAGE>

IRA DISCLOSURE STATEMENT
- --------------------------------------------------------------------------------

    This Disclosure Statement describes the statutory and regulatory  provisions
    applicable  to the operation of Individual  Retirement  Annuities.  Internal
    Revenue  Service  regulations  require  that  this be given  to each  person
    desiring to establish an Individual Retirement Annuity.  Further information
    can be obtained from any district office of the Internal Revenue Service.

RIGHT TO REVOKE

    You may revoke your Individual  Retirement  Annuity within seven days of the
    date your first  purchase  payment is  received  by  Security  Benefit  Life
    Insurance Company. To revoke your Individual  Retirement Annuity and receive
    a refund of the entire  amount you paid,  you must mail or deliver a written
    notice of  revocation,  signed  exactly  as your  signature  appears on your
    variable  annuity  application  to: T. Rowe Price Variable  Annuity  Service
    Center, P.O. Box 750440, Topeka, KS 66675-0440, 1-800-888-2461.

    If you send your  revocation  notice by First Class Mail,  we will  consider
    that you have notified us as of the date of the postmark on the envelope. If
    you send it by Certified or Registered Mail, you will have notified us as of
    the  certification  or  registration  date on the label. In either case, the
    revocation  notice  must be properly  addressed  and  mailed,  with  postage
    prepaid.  Upon receipt of a timely revocation  notice,  the entire amount of
    your  contribution  will be  returned to you  without  adjustment  for sales
    commissions, administrative fees, or market value fluctuation.

WHAT ARE THE STATUTORY REQUIREMENTS?

    An  Individual   Retirement   Annuity   contract  must  meet  the  following
    requirements:

    1.  The amount in your Individual Retirement Annuity must be fully vested at
        all times.

    2.  The contract must provide that you cannot transfer it to someone else.

    3.  The contract must have flexible premiums.

    4.  You must start receiving  distributions by April 1 of the year following
        the  year  in  which  you  reach  age  70  1/2  (see  "Required  Minimum
        Distributions").

    5.  The contract  must provide that you cannot  contribute  more than $2,000
        for any  year.  (This  requirement  does  not  apply to  rollovers.  See
        "Rollovers and Direct Transfers.")

    6.  The  contract  must  provide  that any refund of premium will be applied
        before  the  close of the  calendar  year  following  the year of refund
        toward the  payment of future  premiums or the  purchase  of  additional
        benefits.

    The Individual Retirement Annuity contract contains the provisions described
    above.  The  contract  has not,  however,  been  approved  as to form by the
    Internal Revenue Service.

ROLLOVERS AND DIRECT TRANSFERS

    1.  A  rollover  is a tax-free  transfer  of cash or other  assets  from one
        retirement program to another. There are two kinds of rollover payments.
        In one, you transfer amounts from one Individual  Retirement  Annuity or
        Individual  Retirement  Account  (collectively  referred to herein as an
        "IRA") to another. With the other, you transfer amounts from a qualified
        employee benefit plan or tax-sheltered  annuity to an IRA. While you may
        make rollover  contributions to the Individual  Retirement Annuity,  you
        cannot deduct them on your tax return.

    2.  You must complete a tax-free rollover by the 60th day after the date you
        receive  the  distribution  from  your IRA or other  qualified  employee
        benefit plan.

    3.  A rollover distribution from an IRA may be made to you only once a year.
        The one-year period begins on the date you receive the IRA distribution,
        not on the date you roll it over (reinvest it) into another IRA.

    4.  A direct  transfer  of funds in an IRA  from one  trustee  or  insurance
        company  to  another is not a  rollover.  It is a  transfer  that is not
        affected by the one-year waiting period.

    5.  All or part of the  premium  for the  contract  may be paid  from an IRA
        rollover,  qualified  pension or  profit-sharing  plan or  tax-sheltered
        annuity  rollover,  or from a direct  transfer  from  another  IRA.  The
        proceeds  from this contract may be used as a rollover  contribution  to
        another IRA.

ALLOWANCE OF DEDUCTION

    1.  In  general,  the amount  you can  contribute  each year to the  Annuity
        contract is the lesser of $2,000 or your  taxable  compensation  for the
        year.  If you have more than one IRA,  the  limit  applies  to the total
        contributions  made to your IRAs for the year.  Wages,  salaries,  tips,
        professional fees, bonuses,  and other amounts you receive for providing
        personal  services  are  compensation.  If you own and operate  your own
        business  as a sole  proprietor,  your  net  earnings  reduced  by  your
        deductible  contributions  on your  behalf to  self-employed  retirement
        plans is compensation. If you are an active partner in a partnership and
        provide  services to the partnership,  your share of partnership  income
        reduced by  deductible  contributions  made on your behalf to  qualified
        retirement  plans is  compensation.  All taxable  alimony  and  separate
        maintenance  payments  received  under a decree of divorce  or  separate
        maintenance are compensation.

    2.  Generally,  if you are not covered by a qualified  retirement  plan, the
        amount  you can  deduct in a year for  contributions  to your IRA is the
        lesser of $2,000 or your taxable  compensation for the year. However, if
        you are not covered by a qualified  retirement plan, but your spouse is,
        the amount you may  deduct for IRA  contributions  will be phased out if
        your  joint  adjusted  gross  income  ("AGI") is  between  $150,000  and
        $160,000.


    3.  If you are covered by a  qualified  retirement  plan,  the amount of IRA
        contributions  you may  deduct in a year may be  reduced  or  eliminated
        based  on your  AGI for  the  year.  The AGI  level  at  which a  single
        taxpayer's  deduction  for  1999 is  affected,  $31,000,  will  increase
        annually to $50,000 in 2005. The AGI level at which a married taxpayer's
        deduction  for 1999 is  affected,  $51,000,  will  increase  annually to
        $80,000 in 2007.


    4.  Contributions  to  your  IRA  can be made  at any  time.  If you  make a
        contribution  between January 1 and April 15, however,  you may elect to
        treat the  contribution  as made either in that year or in the preceding
        year.  You may  file a tax  return  claiming  a  deduction  for your IRA
        contribution  before  the  contribution  is  actually  made.  You  must,
        however,  make  the  contribution  by the due  date of your  return  not
        including extensions.

    5.  You cannot make a  contribution  other than a rollover  contribution  to
        your IRA for the year in which you reach age 70 1/2 or thereafter.

    6.  If both you and your spouse have compensation,  you can each set up your
        own IRA.  The  contribution  for each of you is figured  separately  and
        depends on how much each earns.  Both of you cannot  participate  in the
        same IRA account or contract.

    7.  If you and your spouse file a joint federal  income tax return,  each of
        you may  contribute  up to $2,000 to your own IRA annually if your joint
        income is $4,000 or more.  The  maximum  amount the  higher  compensated
        spouse  may  contribute  for the year is the lesser of $2,000 or 100% of
        that spouse's compensation. The maximum the lower-compensated spouse may
        contribute  is the  lesser of (i)  $2,000 or (ii) 100% of that  spouse's
        compensation  plus the amount by which the higher  compensated  spouse's
        compensation   exceeds   the  amount  the  higher   compensated   spouse
        contributes to his or her IRA.

SEP-IRAS

    If you are  participating  in a Simplified  Employee Pension Plan (SEP), the
    contributions  made by your  employer  into your IRA after 1986 are excluded
    from your income.  If the SEP contains a salary reduction  arrangement,  you
    may elect to reduce your  salary by up to the lesser of 15% of  compensation
    or $9,500  (indexed  annually)  and have  that  amount  contributed  to your
    SEP-IRA.  The maximum SEP contributions,  including salary reduction amounts
    and employer  contributions to your account in any year is generally limited
    to the lesser of $30,000  (indexed) or 15% of your total  compensation  from
    such  employer  for  that  year.  Employers  that  have  established  salary
    reduction  SEPs before 1997 may continue to maintain and contribute to them.
    However,  no new  salary  reduction  SEPs  may be  established  after  1996.
    Instead,  eligible  employers  may  establish  SIMPLE IRA programs for years
    after 1996, which permit salary reduction contributions. This IRA may not be
    used in connection with a SIMPLE plan.

    If an IRA is being used in connection with a SEP,  contributions must bear a
    uniform  relationship to the total  compensation (not in excess of the first
    $160,000 indexed) of each employee participating under the SEP. If you are a
    participant in a SEP, you will be considered to be an active  participant in
    an employee pension plan for purposes of your deductible contribution limits
    for your IRA (see "Allowance of Deduction" section). For further information
    concerning  participation  and  contributions,  please  refer  to  IRS  Form
    5305-SEP  (which must be completed and executed by your employer in order to
    establish a SEP).

TAX STATUS OF THE CONTRACT AND DISTRIBUTIONS

    1.  Earnings of your Individual  Retirement  Annuity  contract are not taxed
        until they are distributed to you.

    2.  In general,  taxable  distributions are included in your gross income in
        the year you receive them.

    3.  Distributions  are  non-taxable to the extent they represent a return of
        non-deductible   contributions.   The   non-taxable   percentage   of  a
        distribution  is  determined  by  dividing  your  total   undistributed,
        non-deductible   IRA  contributions  by  the  value  of  all  your  IRAs
        (including SEPs and rollovers).

    4.  You cannot choose the special  five-year or ten-year  averaging that may
        apply to lump sum distributions from qualified employer plans.

    Amounts  held in IRAs are  generally  subject to the  imposition  of federal
    estate  taxes.  In  addition,  if you  elect to have all or any part of your
    account payable to a beneficiary  (or  beneficiaries)  upon your death,  the
    election generally will not subject you to any gift tax liability.

REQUIRED MINIMUM DISTRIBUTIONS

    You  must  start  receiving  minimum   distributions  from  your  Individual
    Retirement Annuity starting with the year you reach age 70 1/2 . Ordinarily,
    the required minimum  distribution for a particular year must be received by
    December  31 of that  year.  However,  you may  delay the  required  minimum
    distribution  for  the  year  you  reach  age 70 1/2  until  April  1 of the
    following year (your "required beginning date").

    Figure your  required  minimum  distribution  for each year by dividing  the
    value of your Individual  Retirement Annuity on December 31 of the preceding
    year by the applicable  life  expectancy.  The applicable life expectancy is
    your remaining life expectancy or the remaining joint life and last survivor
    expectancy  of  you  and  your  designated  beneficiary.   If  a  designated
    beneficiary  is more than 10 years  younger than you,  that  beneficiary  is
    assumed to be exactly 10 years  younger.  Life  expectancies  are determined
    using the  expected  return  multiple  tables shown in IRS  Publication  590
    "Individual  Retirement   Arrangements."  To  obtain  a  free  copy  of  IRS
    Publication 590 and other IRA forms, write the IRS Forms Distribution Center
    for your area as shown in your income tax return instructions.

    Annuity  payments  which begin by April 1 of the year following the year you
    reach  age 70 1/2  satisfy  the  minimum  distribution  requirement  if they
    provide for  non-increasing  payments over your life or the lives of you and
    your spouse,  provided that, if  installments  are  guaranteed,  the maximum
    guaranty period may be less than the applicable life expectancy.

    If you have more  than one IRA,  you must  determine  the  required  minimum
    distribution  separately  for each  IRA;  however,  you can take the  actual
    distribution of these amounts from any one or more of your IRAs.

    If the actual  distribution  from your IRA is less than the  minimum  amount
    that should be distributed in accordance with the rules set forth above, the
    difference  is an  excess  accumulation.  There is a 50%  excise  tax on any
    excess accumulations.

    If you die after your required beginning date, your entire remaining account
    balance  must be  distributed  to your  designated  beneficiary  at least as
    rapidly as under the method of distribution in effect on your date of death.

    If you die before your  required  beginning  date,  the general rule is that
    your entire balance must be distributed within five (5) years of your death.
    However,  if the balance of your IRA  account is payable to your  designated
    beneficiary,  your designated  beneficiary may elect that the amount be paid
    in substantially  equal  installments  over a fixed period not exceeding the
    designated  beneficiary's life expectancy,  beginning no later than December
    31 of the year  following the year in which you died. If your spouse is your
    designated  beneficiary,  such distribution need not commence until December
    31 of the year during which you would have attained 70 1/2 had you survived.
    Alternatively,  if your designated beneficiary is your spouse, he or she may
    elect to treat your IRA as his or her own IRA.

WHAT  HAPPENS IF  EXCESS  CONTRIBUTIONS  ARE MADE  TO  MY INDIVIDUAL  RETIREMENT
ANNUITY?

    1.  You must pay a 6%  excise  tax each year on  excess  contributions  that
        remain  in your  Individual  Retirement  Annuity.  Generally,  an excess
        contribution  is the amount  contributed to your  Individual  Retirement
        Annuity  that is above the  maximum  amount you can  contribute  for the
        year.  The excess is taxed in the year  contributed  and each year after
        that until you correct it.

    2.  You will not have to pay the 6% excise  tax if you  withdraw  the excess
        amount by the date your tax return is due, including extensions, for the
        year of the  contribution.  You do not  have to  include  in your  gross
        income an excess  contribution  that you withdraw  from your  Individual
        Retirement Annuity before your tax return is due if the income earned on
        the excess was also  withdrawn  and no  deduction  was  allowed  for the
        excess contribution.

ARE THERE ANY PENALTIES FOR PREMATURE DISTRIBUTIONS?

    There is an additional  tax on premature  distributions  equal to 10% of the
    amount of the  premature  distribution  that you must  include in your gross
    income. Premature distributions are generally amounts you withdraw from your
    IRA before you are age 59 1/2. However,  the tax on premature  distributions
    does not apply:

    1.  To  distributions  that  are  rolled  over tax free to  another  IRA,  a
        qualified employee benefit plan, or a tax-sheltered annuity.

    2.  To a series of substantially equal periodic payments made over your life
        or life expectancy, or the joint life or life expectancy of you and your
        beneficiary.

    3.  To amounts distributed to a beneficiary,  or the individual's estate, on
        or after the death of the individual.

    4.  If you are  permanently  disabled.  You are  considered  disabled if you
        cannot do any substantial  gainful  activity because of your physical or
        mental  condition.  A physician  must  determine  that the condition has
        lasted or can be expected to last  continuously for 12 months or more or
        that the condition can be expected to lead to death.

    5.  To a  distribution  which does not  exceed  the  amount of your  medical
        expenses  that  could  be  deducted  for the year  (generally  speaking,
        medical  expenses  paid during a year are  deductible to the extent they
        exceed 7 1/2% of your adjusted gross income for the year).

    6.  To a distribution (subject to certain restrictions) that does not exceed
        the premiums you paid for health insurance  coverage for yourself,  your
        spouse,  and  dependents  if  you  have  been  unemployed  and  received
        unemployment compensation for at least 12 weeks.

    7.  To a "qualified  first-time homebuyer  distribution," within the meaning
        of Code ss.72(t)(8), up to a $10,000 lifetime limit.

    8.  To a  distribution  for  post-secondary  education  costs for you,  your
        spouse,  or  any  child  or  grandchild  of you or  your  spouse  (i.e.,
        "qualified higher education expenses").

IRA EXCISE TAX REPORTING

    Use Form 5329, Return for Individual Retirement Arrangement Taxes, to report
    the  excise  taxes on excess  contributions,  premature  distributions,  and
    excess  accumulations.  If you do not owe any IRA excise  taxes,  you do not
    need Form 5329. Further information can be obtained from any district office
    of the Internal Revenue Service.

BORROWING

    If you borrow money under your Individual Retirement Annuity contract or use
    it as security for a loan,  you must include in gross income the fair market
    value of the Individual  Retirement  Annuity contract as of the first day of
    your tax year,  and the penalty tax on  premature  distributions  may apply.
    (Note:  This  contract  does not allow  borrowings  under it,  nor may it be
    assigned or pledged as collateral for a loan.)

FINANCIAL INFORMATION

    Contributions to your Individual Retirement Annuity contract are not subject
    to sales charges.  A mortality and expense risk charge of 0.55% on an annual
    basis is deducted as described in the attached variable annuity  prospectus.
    (This charge is not deducted with respect to contract value allocated to the
    fixed  interest  account  option.) See the  accompanying  prospectus for the
    underlying  mutual funds for information  about the charges  associated with
    the funds.  Contractowners  who allocate  contract value to the  Subaccounts
    bear a pro rata share of the fees and expenses of the underlying  funds. The
    growth in value of the  Individual  Retirement  Annuity  contract is neither
    guaranteed,  nor projected,  but is based upon the investment  experience of
    the underlying  mutual fund portfolios that correspond to the Subaccounts to
    which you have allocated contract value.

<PAGE>

ROTH IRA DISCLOSURE STATEMENT

ROTH INDIVIDUAL RETIREMENT ANNUITY DISCLOSURE STATEMENT
- --------------------------------------------------------------------------------

    This Disclosure Statement describes the statutory and regulatory  provisions
    applicable  to  the  operation  of  Roth  IRAs.   Internal  Revenue  Service
    regulations  require that this be given to each person desiring to establish
    a Roth IRA. Further  information can be obtained from any district office of
    the Internal Revenue Service.

YOUR RIGHT TO REVOKE

    You may  revoke  your Roth IRA  within  seven  days of the date  your  first
    purchase payment is received by Security Benefit Life Insurance Company.  To
    revoke your Roth IRA and receive a refund of the entire amount you paid, you
    must mail or deliver a written notice of revocation,  signed exactly as your
    signature  appears on your variable annuity  application,  to: T. Rowe Price
    Variable  Annuity Service Center,  P.O. Box 750440,  Topeka,  KS 66675-0440,
    1-800-888-2461.

    If you send your  revocation  notice by First Class Mail,  we will  consider
    that you have notified us as of the date of the postmark on the envelope. If
    you send it by Certified or Registered Mail, you will have notified us as of
    the  certification  or  registration  date on the label. In either case, the
    revocation  notice  must be properly  addressed  and  mailed,  with  postage
    prepaid.  Upon receipt of a timely revocation  notice,  the entire amount of
    your  contribution  will be  returned to you  without  adjustment  for sales
    commissions, administrative fees or market value fluctuation.

WHAT ARE THE REQUIREMENTS?

    A Roth IRA contract must meet the following requirements:

    1.  The amount in your Roth IRA must be fully vested at all times.

    2.  The contract must provide that you cannot transfer it to someone else.

    3.  The contract must have flexible premiums.

    4.  If you  die  before  your  entire  interest  in the  contract  has  been
        distributed, your beneficiary may need to receive distributions within a
        specified time frame (see "Required Minimum Distributions" below).

    5.  The contract  must provide that you cannot  contribute  more than $2,000
        for any year.  This  requirement  does not apply to  qualified  rollover
        contributions. (See "Rollovers and Direct Transfers" below).

    6.  The  contract  must  provide  that any refund of premium will be applied
        before  the  close of the  calendar  year  following  the year of refund
        toward the  payment of future  premiums or the  purchase  of  additional
        benefits.

    The Roth IRA contract contains the provisions  described above. The contract
    has not, however, been approved as to form by the Internal Revenue Service.

ROLLOVERS AND DIRECT TRANSFERS

    1.  You may make a qualified  rollover  contribution  to this  contract from
        another Roth IRA or from a traditional IRA, and such a contribution will
        not count toward the annual limit on contributions to the contract.  You
        may make a qualified  rollover  contribution from a traditional IRA only
        if your  modified  adjusted  gross  income  for the  year in  which  the
        rollover will occur is $100,000 or less, and if you are married, you and
        your spouse  have joint  income of $100,000 or less and you file a joint
        income  tax return for the year in which the  rollover  occurs.  You and
        your  spouse  will  not be  subject  to  the  requirements  for  married
        individuals if you have lived apart for the entire year of contribution.


    2.  The amount distributed from your traditional IRA and rolled over will be
        subject to federal  income  taxes,  except to the  extent  such  amounts
        relate to nondeductible contributions.  However, if the distribution was
        made before 1999, the amount to be included in your taxable income would
        be evenly divided over a four-year  period. If you die before the end of
        the  four-year  period,  the amount that was not included at the time of
        your death in your income because you elected to divide your income over
        a four-year  period must be included in your final  return,  unless your
        spouse is the sole  beneficiary of all your Roth IRAs. If your spouse is
        the sole  beneficiary  of all your Roth IRAs, he or she will continue to
        include  the  amounts  converted  from  your  traditional  IRA  over the
        four-year period. If you become divorced during the four-year period, or
        you are  married  and file a  separate  income  tax  return  during  the
        four-year  period,  you  must  continue  to  recognize  income  over the
        four-year period.


    3.  You must  complete a  qualified  rollover  contribution  by the 60th day
        after the date you receive the distribution from your IRA.

    4.  A direct  transfer of funds in a Roth IRA or a traditional  IRA from one
        trustee  or  insurance  company to this Roth IRA does not  constitute  a
        rollover.

    5.  You may make a direct  transfer  of funds in a  traditional  IRA to this
        Roth IRA.

    6.  You may not make a rollover  contribution  from a  qualified  pension or
        profit-sharing  plan or  tax-sheltered  annuity  to  this  Roth  IRA.  A
        distribution  from this Roth IRA may be used as a rollover  contribution
        to another Roth IRA.  You may not  transfer a Roth IRA to a  traditional
        IRA.

    7.  You  may  not  rollover   minimum  required   distributions   from  your
        traditional IRA into this Roth IRA.

    8.  A  rollover  contribution  from one IRA to  another  IRA,  other  than a
        qualified  rollover  contribution  from a traditional IRA to a Roth IRA,
        may be made only once a year. The one-year period begins on the date you
        receive the distribution from the first IRA, not on the date you roll it
        over (reinvest it) into another IRA. A conversion from a traditional IRA
        to a Roth IRA is not treated as a rollover  for purposes of the one-year
        rule.

AMOUNT OF ANNUAL CONTRIBUTION

    1.  In general,  the amount you can contribute  each year to the contract is
        the lesser of $2,000 or your taxable  compensation  for the year. If you
        have more than one IRA  (either a Roth IRA or a  traditional  IRA),  the
        limit applies to the total contributions made to your IRAs for the year.
        Wages, salaries,  tips, professional fees, bonuses and other amounts you
        receive for providing personal services are compensation. If you own and
        operate  your own  business  as a sole  proprietor,  your  net  earnings
        reduced by your deductible contributions on your behalf to self-employed
        retirement  plans is  compensation.  If you are an active  partner  in a
        partnership  and  provide  services  to the  partnership,  your share of
        partnership  income  reduced by  deductible  contributions  made on your
        behalf  to  qualified  retirement  plans is  compensation.  All  taxable
        alimony and separate  maintenance  payments  received  under a decree of
        divorce or separate maintenance are compensation.


    2.  No amount you  contribute to the contract will be deductible for federal
        income tax purposes.

    3.  Contributions  to your Roth IRA can be made at any  time.  If you make a
        contribution  between January 1 and April 15, however,  you may elect to
        treat the  contribution  as made either in that year or in the preceding
        year.

    4.  If both you and your spouse have  compensation  you can each set up your
        own Roth IRA. The contribution for each of you is figured separately and
        depends on how much each earns.  Both of you cannot  participate  in the
        same Roth IRA or contract.

    5.  If you and your spouse file a joint federal  income tax return,  each of
        you may  contribute  up to $2,000 to your own Roth IRA  annually if your
        joint  income  is  $4,000  or  more.   The  maximum  amount  the  higher
        compensated  spouse may  contribute for the year is the lesser of $2,000
        or 100% of that spouse's compensation. The maximum the lower compensated
        spouse may  contribute  is the lesser of (i) $2,000 or (ii) 100% of that
        spouse's  compensation  plus the amount by which the higher  compensated
        spouse's  compensation  exceeds the amount the higher compensated spouse
        contributes to his or her Roth IRA.

    6.  Your maximum annual  contribution  amount shall be phased-out if you are
        single and have an adjusted gross income  between  $95,000 and $110,000,
        or if you are married  and you and your spouse have a combined  adjusted
        gross income  between  $150,000 and $160,000 in accordance  with Section
        ss.408A(c)(3) of the Internal Revenue Code (the "Code").

TAX STATUS OF DISTRIBUTIONS

    1.  Since your  contributions  to the contract  will be made with  after-tax
        dollars, when your contributions are distributed to you they will not be
        subject to federal income tax.  Distributions  from the contract will be
        considered  as coming  first from your  contributions  and then from the
        earnings on your contributions.  You will owe no federal income tax when
        earnings on your contributions are distributed to you, provided they are
        distributed in a "qualified distribution."

    2.  "Qualified  distributions"  from the  contract  will not be  subject  to
        federal  income tax or the additional  10% early  withdrawal  tax. To be
        qualified, a distribution must:

        (a) occur after the five-year  period  beginning on the first day of the
            year you made your initial contribution to the contract, and

        (b) must be:

            (1) made on or after the date on which you attain age 59 1/2;

            (2) made to a beneficiary (or your estate) on or after your death;

            (3) attributable to your being disabled; or

            (4) a  distribution  to  pay  for  "qualified  first-time  homebuyer
                expenses" under Codess.72(t)(8) up to $10,000.

    3.  You will owe federal  income tax,  and perhaps an  additional  10% early
        withdrawal tax, as a result of obtaining a "nonqualified  distribution."
        A  nonqualified  distribution  is subject to federal  income tax and the
        early withdrawal tax to the extent that the sum of the distribution PLUS
        all  other  distributions  from  the  Roth  IRA  (whether  qualified  or
        nonqualified) MINUS the amount of your previous  distributions that were
        taxable EXCEEDS your contribution to all of your Roth IRAs.

    4.  Your surviving  spouse will be treated as the owner of your Roth IRA for
        purposes  of  determining  whether  a  distribution  is a  "nonqualified
        distribution."  This means that a distribution to your surviving  spouse
        from your Roth IRA will be satisfied only if the above  requirements are
        satisfied with respect to your  surviving  spouse.  However,  the period
        during  which  you held the Roth IRA prior to your  death  will be taken
        into  account  for  purposes  of  determining  whether  your  spouse has
        satisfied the five-year requirement in 2(a) above.

    5.  Amounts held in Roth IRAs are  generally  subject to the  imposition  of
        federal  estate  taxes.  If you  elect  to have  all or any part of your
        account payable to a beneficiary (or beneficiaries) upon your death, the
        election generally will not subject you to any gift tax liability.

    6.  Taxable  distributions  from a Roth  IRA are not  eligible  for  special
        five-year or ten-year averaging that may apply to lump sum distributions
        from qualified employer retirement plans.

    7.  Distributions that are rolled over as a qualified rollover  contribution
        to another Roth IRA will be treated as a "qualified distribution."

    8.  Substantially  equal periodic payments from a Roth IRA that was formerly
        a  traditional  IRA from which you were  receiving  substantially  equal
        periodic  payments  will  be  treated  as  nonqualified   distributions.
        However,  such  distributions  will not be subject to the 10% penalty on
        premature distributions (see below).

REQUIRED MINIMUM DISTRIBUTIONS

    1.  You are not required to receive required minimum distributions from your
        Roth IRA during your lifetime.

    2.  If you die  before  the  entire  balance  in  your  Roth  IRA  has  been
        distributed,  the  general  rule  is that  the  entire  balance  must be
        distributed within five (5) years of your death. However, if the balance
        in your Roth IRA account is payable to your designated beneficiary,  you
        may elect or your  designated  beneficiary  may elect that the amount be
        paid  in  substantially  equal  installments  over a  fixed  period  not
        exceeding the designated  beneficiary's  life  expectancy,  beginning no
        later than December 31 of the year following the year in which you died.
        If your spouse is the sole  designated  beneficiary  of your Roth IRA on
        your  date of death,  these  rules do not apply and the Roth IRA will be
        treated as your spouse's IRA, and no distributions  from the Roth IRA to
        your spouse will be required during your spouse's lifetime.

    3.  Life  expectancies  are determined  using the expected  return  multiple
        tables   shown   in   IRS   Publication   590   "Individual   Retirement
        Arrangements."  To obtain a free copy of IRS Publication  590, write the
        IRS Forms Distribution  Center for your area as shown in your income tax
        return instructions.

    4.  If the actual  distribution  from your Roth IRA is less than the minimum
        amount that should be distributed in accordance with the rules set forth
        above, the difference is subject to a 50% excise tax.

WHAT HAPPENS IF EXCESS CONTRIBUTIONS ARE MADE TO MY ROTH IRA?

    1.  You must pay a 6% excise tax if you make  excess  contributions  to your
        Roth IRA. Generally, an excess contribution is the amount contributed to
        your Roth IRA that is above the maximum  amount you can  contribute  for
        the year.

    2.  You will not have to pay the 6% excise  tax if you  withdraw  the excess
        amount, plus the net income on those excess  contributions,  by the date
        your  tax  return  is due,  including  extensions,  for the  year of the
        contribution.  The net  earnings on these excess  contributions  will be
        included  in your  income for the year in which the  contributions  were
        made.

    3.  If  your   excess   contributions,   plus  the  net   income   on  those
        contributions, are distributed AFTER the due date of your tax return for
        the year of  contribution,  the earnings on those  contributions  may be
        subject   to  federal   income   tax  and  the  10%  tax  on   premature
        distributions.  However, if you choose to leave the excess contributions
        in your Roth IRA after the due date of your  income  tax  return for the
        year of contribution, the excess contributions will be treated as deemed
        Roth  IRA   contributions  for  subsequent  years,  to  the  extent  you
        contribute less than $2,000 for those subsequent years.

ARE THERE ANY PENALTIES FOR PREMATURE DISTRIBUTIONS?

    There is an additional  tax on premature  distributions  which are part of a
    nonqualified  distribution  equal  to  10% of the  amount  of the  premature
    distribution that you must include in your gross income. (See the discussion
    above on the "Tax Status of  Distributions.")  Premature  distributions  are
    generally amounts you withdraw from your Roth IRA before you are age 59 1/2.
    Distributions  to  your  surviving  spouse  will  be  treated  as  premature
    distributions if your surviving spouse withdraws  amounts from your Roth IRA
    before he or she is 59 1/2. However, the tax on premature distributions does
    not apply:

    1.  To distributions  that constitute  qualified  rollover  contributions to
        another Roth IRA.

    2.  To a series of substantially equal periodic payments made over your life
        or life  expectancy,  or the  joint  life  expectancy  of you  and  your
        beneficiary.

    3.  To amounts  distributed  to a beneficiary,  or your estate,  on or after
        your death.

    4.  If you are  permanently  disabled.  You are  considered  disabled if you
        cannot do any substantial  gainful  activity because of your physical or
        mental  condition.  A physician  must  determine  that the condition has
        lasted or can be expected to last  continuously for 12 months or more or
        the condition can be expected to lead to death.

    5.  To a  distribution  which does not  exceed  the  amount of your  medical
        expenses  that  could  be  deducted  for the year  (generally  speaking,
        medical  expenses  paid during a year are  deductible to the extent they
        exceed 7 1/2% of your adjusted gross income for the year).

    6.  To a distribution (subject to certain restrictions) that does not exceed
        the premiums you paid for health insurance  coverage for yourself,  your
        spouse  and  dependents  if  you  have  been   unemployed  and  received
        unemployment compensation for at least 12 weeks.

    7.  To a "qualified  first-time homebuyer  distribution," within the meaning
        of Code ss.72(t)(8), up to $10,000.

    8.  To a  distribution  for  post-secondary  education  costs for you,  your
        spouse or any child or grandchild of you or your spouse.

IRA EXCISE TAX REPORTING

    Use Form 5329, Return for Individual Retirement Arrangement Taxes, to report
    the excise taxes on excess contributions and premature distributions. If you
    do not owe any excise taxes, you do not need Form 5329. Further  information
    can be obtained from any district office of the Internal Revenue Service.

TRANSACTIONS WITH YOUR ROTH IRA

    If you engage in a so-called  prohibited  transaction  with  respect to your
    Roth IRA, the IRA will lose its exemption from tax. In this event,  you will
    be  taxed  on the  fair  market  value  of the  contract  even if you do not
    actually receive a distribution.  In addition,  if you are less than 59 1/2,
    your taxes may be further  increased  by a penalty tax in an amount equal to
    10% of the fair market value of the contract.  These prohibited transactions
    include  borrowing  money from your Roth IRA, using your Roth IRA account as
    security for a loan or a number of other  financial  transactions  with your
    Roth IRA.  If you  pledge  your Roth IRA as  security  for a loan,  then the
    amount or portion  pledged is considered to be  distributed  to you and also
    must be included in your gross income.  (Note:  This contract does not allow
    borrowings  under it, nor may it be assigned or pledged as collateral  for a
    loan.)

FINANCIAL INFORMATION

    Contributions to your Roth IRA contract are not subject to sales charges.  A
    mortality and expense risk charge of 0.55% on an annual basis is deducted as
    described in the attached variable annuity  prospectus.  (This charge is not
    deducted  with respect to contract  value  allocated  to the fixed  interest
    account option.) See the accompanying  prospectus for the underlying  mutual
    funds  for  information  about  the  charges   associated  with  the  funds.
    Contractowners  who allocate  contract value to the  Subaccounts  bear a pro
    rata share of the fees and expenses of the underlying  funds.  The growth in
    value of the Roth IRA contract is neither guaranteed,  nor projected, but is
    based  upon  the  investment   experience  of  the  underlying  mutual  fund
    portfolios  that  correspond to the  Subaccounts to which you have allocated
    contract value.

    IMPORTANT:  The discussion of the tax rules for Roth IRAs in this Disclosure
    Statement is based upon the best available  information.  However, the rules
    that apply to Roth IRAs,  including  those  applicable to the conversion and
    reconversion  of  IRAs,  are  complex  and may  have  consequences  that are
    specific to your personal tax or financial situation.  Therefore, you should
    consult  your tax advisor for the latest  developments  and for advice about
    how  maintaining  a Roth IRA will  affect  your  personal  tax or  financial
    situation.
<PAGE>
VARIABLE ANNUITY PROSPECTUS
- --------------------------------------------------------------------------------

T. ROWE PRICE NO-LOAD IMMEDIATE VARIABLE ANNUITY
      An Individual Single Premium
      Immediate Variable Annuity Contract


      May 1, 2000


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

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

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

*   THIS PROSPECTUS IS ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE T. ROWE PRICE
    EQUITY SERIES,  INC., THE T. ROWE PRICE FIXED INCOME SERIES, INC. AND THE T.
    ROWE PRICE  INTERNATIONAL  SERIES,  INC.  YOU SHOULD  READ THE  PROSPECTUSES
    CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.

    This  Prospectus  describes  the T. Rowe Price  No-Load  Immediate  Variable
    Annuity--a   single  premium   immediate   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. The Contract is also available as an individual  retirement
    annuity  ("IRA")  qualified under Section 408, or a Roth IRA qualified under
    Section 408A, of the Internal Revenue Code. The Contract is designed to give
    you flexibility in receiving retirement income.

    The Contract provides several options for annuity payments  beginning on the
    Annuity Payout Date.  The Annuity Payout Date,  which must be within 30 days
    of the  Contract  Date,  and  Annuity  Option  are  selected  at the time of
    purchase.

    The minimum initial Purchase Payment is $25,000. The Company does not accept
    additional  Purchase Payments.  You may allocate the Purchase Payment to one
    or more of the Subaccounts  that comprise a separate  account of the Company
    called the T. Rowe Price Variable Annuity Account,  or to the Fixed Interest
    Account of the Company. Each Subaccount invests in a corresponding 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


    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 sponsored by T. Rowe
    Price  Associates,  Inc.,  including  other  mutual  funds  with  investment
    objectives  and  policies  similar  to  those of the  Portfolios.  Different
    performance will result due to differences in cash flows into and out of the
    Portfolios,  different  fees and expenses and  differences in portfolio size
    and positions.


    Your Annuity Payments,  if supported by the Subaccounts,  will vary based on
    the  investment  performance  of the  Subaccounts  to which you allocate the
    Purchase  Payment.  No  minimum  amount  of  variable  annuity  payments  is
    guaranteed, except that Annuity Payments under Option 9 are guaranteed never
    to fall below the Floor Payment.  The Company guarantees the amount of fixed
    Annuity Payments.


    You may return a Contract according to the terms of its Free-Look Right (see
    "Free-Look   Right,"  page  18).  This   Prospectus   concisely  sets  forth
    information  about the  Contract  and the T.  Rowe  Price  Variable  Annuity
    Account that you should know before purchasing the Contract.  The "Statement
    of Additional Information," dated May 1, 2000, which has been filed with the
    Securities and Exchange Commission (the "SEC"),  contains certain additional
    information.   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 41 of this Prospectus.

    Date: May 1, 2000


<PAGE>

CONTENTS
- --------------------------------------------------------------------------------

*   YOU MAY NOT BE ABLE TO PURCHASE THE  CONTRACT IN YOUR STATE.  YOU SHOULD NOT
    CONSIDER  THIS  PROSPECTUS  TO BE AN  OFFERING  IF THE  CONTRACT  MAY NOT BE
    LAWFULLY  OFFERED  IN YOUR  STATE.  YOU  SHOULD  ONLY RELY UPON  INFORMATION
    CONTAINED IN THIS  PROSPECTUS  OR THAT WE HAVE  REFERRED YOU TO. WE HAVE NOT
    AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.

    Definitions                                                           5
    --------------------------------------------------------------------------
    Summary                                                               7
    --------------------------------------------------------------------------
    Expense Table                                                         9
    --------------------------------------------------------------------------
    Condensed Financial Information                                      12
    --------------------------------------------------------------------------
    Information About the Company, the Separate Account, and the Funds   13
    --------------------------------------------------------------------------
    The Contract                                                         15
    --------------------------------------------------------------------------
    Charges and Deductions                                               18
    --------------------------------------------------------------------------
    Annuity Payments                                                     20
    --------------------------------------------------------------------------
    The Fixed Interest Account                                           28
    --------------------------------------------------------------------------
    More About the Contract                                              30
    --------------------------------------------------------------------------
    Federal Tax Matters                                                  31
    --------------------------------------------------------------------------
    Other Information                                                    37
    --------------------------------------------------------------------------
    Performance Information                                              40
    --------------------------------------------------------------------------
    Additional Information                                               41
    --------------------------------------------------------------------------

<PAGE>

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

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

    ACCOUNT  VALUE  The  total  value  of a  Contract,  which  includes  amounts
    allocated to the  Subaccounts  and the Fixed Interest  Account.  The Company
    determines  Account  Value as of each  Valuation  Date prior to the  Annuity
    Payout Date and on and after the Annuity Payout Date under Annuity Options 5
    through  7.  Account  Value is also  determined  under  Option 9 during  the
    Liquidity Period.

    ACCUMULATION UNIT A unit of measure used to calculate Account Value.

    ANNUITANT The Annuitant  receives Annuity Payments during the Annuity Period
    and is the person or persons on whose life  Annuity  Payments  depend  under
    Annuity  Options 1 through 4 and 9. If the Owner names Joint  Annuitants  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 or OPTIONS  Options under the Contract  that  prescribe the
    provisions under which a series of Annuity  Payments or a death benefit,  if
    applicable, is paid.

    ANNUITY  PAYMENTS  Payments  made  beginning  on  the  Annuity  Payout  Date
    according to the provisions of the Annuity Option selected. Annuity Payments
    are made on the same day of each month, on a monthly, quarterly,  semiannual
    or annual basis, depending on the Annuity Option selected.

    ANNUITY PERIOD The period  beginning on the Annuity Payout Date during which
    Annuity Payments are made.

    ANNUITY  PAYOUT DATE The date within 30 days of the Contract Date upon which
    Annuity Payments are scheduled to begin.

    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. Any Owner must also be an
    Annuitant.

    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 Annuitant during the Annuity Period.  The
    Designated  Beneficiary  is the first  person on the  following  list who is
    alive on the date of death of the Annuitant:  the Primary  Beneficiary;  the
    Secondary Beneficiary; 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 to which the  Purchase  Payment may be allocated to purchase a fixed
    annuity. Account Value allocated to the Fixed Interest Account under Options
    5 through 7 will earn fixed  rates of  interest  (which may not be less than
    3%) declared by the Company periodically at its discretion.

    FLOOR PAYMENT  Annuity  Payments under Option 9 are  guaranteed  never to be
    less  than the  Floor  Payment,  which is equal to 80% of the  amount of the
    initial Annuity Payment, adjusted for withdrawals.

    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.

    LIQUIDITY  PERIOD Under Annuity Option 9, the Liquidity Period is the period
    of time during which the Owner may withdraw  Account  Value.  The  Liquidity
    Period is a period  beginning on the Contract Date and ending on a date five
    years from the Annuity Payout Date.

    PAYMENT  UNIT A unit of measure  used to calculate  Annuity  Payments  under
    Options 1 through 4, 8 and 9.

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

    SEPARATE  ACCOUNT The T. Rowe Price  Variable  Annuity  Account,  a separate
    account of the Company. The Purchase Payment may be allocated to Subaccounts
    of the Separate Account to support an Annuity Payment.

    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 depending upon the Annuity Option selected.

    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,  Martin
    Luther  King,  Jr.  Day,   Presidents'  Day,  Good  Friday,   Memorial  Day,
    Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

    VALUATION  PERIOD A period used in measuring  the  investment  experience of
    each  Subaccount.  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 Account Value less any premium taxes due and
    paid by the  Company  and for  withdrawals  under  Option 9, any  withdrawal
    charge.  The Withdrawal  Value under Option 8 is the present value of future
    Annuity Payments calculated using the assumed interest rate less any premium
    taxes due and paid by the Company.

<PAGE>

SUMMARY
- --------------------------------------------------------------------------------

    This summary  provides 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," page 28 and in the Contract.

PURPOSE OF THE CONTRACT

    The single premium  immediate  variable  annuity  contract (the  "Contract")
    described in this Prospectus  provides  several Options for Annuity Payments
    on a  variable  basis,  a fixed  basis,  or both.  You may select an Annuity
    Option that provides income for your lifetime or a specified period.

    You may purchase the Contract as a non-tax qualified  retirement plan for an
    individual  ("Non-Qualified  Plan").  If you  are  eligible,  you  may  also
    purchase the Contract as an individual  retirement annuity ("IRA") qualified
    under  Section  408, or a Roth IRA  qualified  under  Section  408A,  of the
    Internal Revenue Code of 1986, as amended  ("Qualified Plan"). An IRA may be
    purchased with contributions  rolled over from  tax-qualified  plans such as
    403(b) plans,  401(k)  plans,  or individual  retirement  accounts.  See the
    discussion of IRAs and Roth IRAs under  "Section 408 and Section 408A," page
    35.

THE SEPARATE ACCOUNT AND THE FUNDS

    You may allocate your Purchase Payment to the T. Rowe Price Variable Annuity
    Account  (the  "Separate  Account")  to  provide  a  variable  annuity.  See
    "Separate  Account," page 13. The Separate Account is currently divided into
    seven  divisions  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

    Your  Annuity  Payments,  if  supported by a  Subaccount,  will  increase or
    decrease in dollar value  depending  on the  investment  performance  of the
    corresponding  Portfolio  in which  such  Subaccount  invests.  You bear the
    investment  risk  for  amounts  allocated  to a  Subaccount.  Not all of the
    Subaccounts are available under each Annuity Option.

FIXED INTEREST ACCOUNT

    You may allocate  your  Purchase  Payment to the Fixed  Interest  Account to
    provide a fixed annuity. The Fixed Interest Account 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," page 28.

PURCHASE PAYMENT

    The  minimum  Purchase  Payment  is  $25,000.  The  Company  does not accept
    additional  Purchase  Payments  under  the  Contract.   A  Purchase  Payment
    exceeding  $1,000,000  will not be accepted  under a Contract  without prior
    approval of the Company. See "Purchase Payments," page 16.

CONTRACT BENEFITS

    The  Contract  provides  for  several  Annuity  Options on either a variable
    basis,  a fixed basis,  or both. The Company  guarantees  payments under the
    fixed  Annuity  Options.  See  "Annuity  Payments,"  page 20.  The  Contract
    provides for a death benefit upon the death of the  Annuitant  under certain
    of the Annuity Options. See "Annuity Options," page 23 for more information.

    You may  exchange  your  interest  in the  Contract  among the  Subaccounts,
    subject to certain  restrictions  as described in "The  Contract,"  page 15,
    "Exchanges," page 21 and "The Fixed Interest Account," page 28. You may make
    up to six exchanges in any Contract Year.

    You may withdraw your Account  Value under  Annuity  Options 5 through 8 and
    during the Liquidity Period under Option 9.  Withdrawals  under Option 9 are
    subject to a withdrawal  charge as discussed  below.  Withdrawals of Account
    Value  allocated  to the Fixed  Interest  Account  are  subject  to  certain
    restrictions  described in "The Fixed Interest  Account," page 28. See "Full
    and Partial  Withdrawals,"  page 22, and "Federal Tax Matters,"  page 31 for
    more information about  withdrawals,  including the 10% penalty tax that may
    be  imposed  upon  full and  partial  withdrawals  made  prior to the  Owner
    attaining age 59 1/2.

FREE-LOOK RIGHT

    You may return the Contract within the Free-Look Period,  which is generally
    a 10-day period beginning when you receive the Contract.  In this event, the
    Company will refund to you the amount of the Purchase  Payment  allocated to
    the Fixed Interest  Account plus the Account Value in the  Subaccounts.  The
    Company  will refund the amount of the  Purchase  Payment  allocated  to the
    Subaccounts  rather than the Account Value in those states and circumstances
    in which it is required to do so. See "Free-Look Right," page 18.

CHARGES AND DEDUCTIONS

    The  Company  does not deduct a sales load from the  Purchase  Payment.  The
    Company  will deduct  certain  charges 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 0.55% (1.40%  under  Annuity  Option 9) of each  Subaccount's
    average daily net assets. See "Mortality and Expense Risk Charge," page 18.

*   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 be  deducted  from your  Purchase  Payment if the Company
    incurs a premium  tax.  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," page 19.

*   WITHDRAWAL  CHARGE If you withdraw Account Value during the Liquidity Period
    under Option 9, the withdrawal is subject to a withdrawal charge. The charge
    is based upon the year in which the  withdrawal is made as measured from the
    Annuity  Payout Date.  The  withdrawal  charge,  which ranges from 5% in the
    first  year  to 1% in the  fifth  year,  is  applied  to the  amount  of the
    withdrawal.  Withdrawals  after the fifth year from the Annuity  Payout Date
    are not permitted under Option 9. See "Contract Withdrawal Charge," page 19.

*   OTHER  EXPENSES  The Company  pays the  operating  expenses of the  Separate
    Account.  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

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

EXPENSE TABLE
- --------------------------------------------------------------------------------

    The  purpose  of this table is to assist you in  understanding  the  various
    costs  and  expenses  that you will  bear  directly  and  indirectly  if you
    allocate your Purchase  Payment to the  Subaccounts.  The table reflects any
    contractual  charges,  expenses  of the  Separate  Account,  and charges and
    expenses of the  Portfolios.  The table does not reflect  premium taxes that
    may be imposed by various jurisdictions.  See "Premium Tax Charge," page 19.
    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  18.  For  a  more  complete   description  of  each
    Portfolio's costs and expenses, see the Funds' prospectus, which accompanies
    this Prospectus.

<TABLE>

TABLE 1
- -------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                        All Other
                                                                                         Annuity
  CONTRACTOWNER TRANSACTION EXPENSES                                           Option 9  Options

  <S>                                                                            <C>      <C>
  Withdrawal Charge Under Option 9 (as a percentage of amount surrendered)        5%(1)    None

  CONTRACTUAL EXPENSES

  Sales Load on Purchase Payments                                                None      None

  Annual Maintenance Fee                                                         None      None

  ANNUAL SEPARATE ACCOUNT EXPENSES

  Annual Mortality and Expense Risk Charge
  (as a percentage of each Subaccount's average daily net assets)                1.40%    .55%

  Total Annual Separate Account Expenses                                         1.40%    .55%

  ANNUAL PORTFOLIO EXPENSES (AS A PERCENTAGE OF EACH PORTFOLIO'S AVERAGE DAILY NET ASSETS)
</TABLE>

<TABLE>
<CAPTION>

                                                                                      TOTAL
                                                           MANAGEMENT      OTHER    PORTFOLIO
                                                             FEE(2)       EXPENSES   EXPENSES

<S>                                                          <C>             <C>      <C>
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 withdrawal  charge,  which ranges from 5% in the first year to 1% in the
    fifth  year,  is  imposed  only upon  withdrawals  under  Option 9 which are
    permitted only during the Liquidity  Period.  The withdrawal charge is based
    upon the year in which the  withdrawal  is made as measured from the Annuity
    Payout Date.

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

    EXAMPLES

    The examples  presented below show expenses that you would pay at the end of
    one,  three,  five, or ten years.  The examples show expenses  based upon an
    allocation of $1,000 to each of the  Subaccounts  and a hypothetical  annual
    return of 5%.

    You should not  consider  the  examples  below 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.

    EXAMPLE - You would  pay the  expenses  shown  below  (unless  Option 9 were
    selected):

<TABLE>
- ----------------------------------------------------------------------------------------------
<CAPTION>
                                               1 YEAR     3 YEARS      5 YEARS     10 YEARS

  <S>                                           <C>         <C>          <C>         <C>
  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
- ----------------------------------------------------------------------------------------------
</TABLE>

    EXAMPLE - You would pay the expenses  shown below  assuming (1) selection of
    Option 9, and (2) no withdrawals:

<TABLE>
- ----------------------------------------------------------------------------------------------
<CAPTION>
                                               1 YEAR     3 YEARS      5 YEARS     10 YEARS

  <S>                                           <C>         <C>         <C>          <C>
  New America Growth Subaccount                 $23         $70         $120         $258

  International Stock Subaccount                $25         $76         $131         $279

  Mid-Cap Growth Subaccount                     $23         $70         $120         $258

  Equity Income Subaccount                      $23         $70         $120         $258

  Personal Strategy Balanced Subaccount         $23         $72         $123         $264

  Limited-Term Bond Subaccount                  $21         $66         $113         $243

  Prime Reserve Subaccount*                     $20         $61         $105         $227
- ----------------------------------------------------------------------------------------------
</TABLE>

    EXAMPLE - You would pay the expenses  shown below  assuming (1) selection of
    Option 9, and (2) a full withdrawal at the end of each time period:

<TABLE>
- ----------------------------------------------------------------------------------------------
<CAPTION>

                                               1 YEAR     3 YEARS      5 YEARS    10 YEARS**


  <S>                                           <C>         <C>         <C>          <C>
  New America Growth Subaccount                 $74         $103        $132         $258

  International Stock Subaccount                $76         $108        $142         $279

  Mid-Cap Growth Subaccount                     $74         $103        $132         $258

  Equity Income Subaccount                      $74         $103        $132         $258

  Personal Strategy Balanced Subaccount         $75         $104        $134         $264

  Limited-Term Bond Subaccount                  $73         $98         $124         $243

  Prime Reserve Subaccount*                     $71         $94         $117         $227
- ----------------------------------------------------------------------------------------------
</TABLE>

    *Not available for Option 9.


    **Withdrawals under Option 9 are permitted only during the Liquidity Period,
    which is a period  beginning on the Contract  Date and ending on a date five
    years from the Annuity Payout Date.


<PAGE>

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

    The following condensed  financial  information  presents  accumulation unit
    values for the years ended December 31, 1999,  1998,  1997 and 1996, and the
    period April 1, 1995 (date of inception), through December 31, 1995, as well
    as ending accumulation units outstanding under each Subaccount.

<TABLE>
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
                                    1999(1)      1999(2)      1998(1)     1997(1)     1996(1)      1995(1)

<S>                                <C>           <C>       <C>          <C>         <C>          <C>
NEW AMERICA GROWTH SUBACCOUNT
Accumulation unit value:
  Beginning of period                 $22.72     $23.71       $19.28       $16.00      $13.40     $10.00
  End of period                       $24.91     $24.46       $22.72       $19.28      $16.00     $13.40
Accumulation units:
  Outstanding at the end of        2,069,472      4,648    2,269,650    2,030,514   1,596,903    333,934
period

INTERNATIONAL STOCK SUBACCOUNT
Accumulation unit value:
  Beginning of period                 $15.08     $15.13       $13.09       $12.77      $11.19     $10.00
  End of period                       $19.83     $19.20       $15.08       $13.09      $12.77     $11.19
Accumulation units:
  Outstanding at the end of        1,556,280        782    1,554,164    1,562,428   1,124,821    218,427
period

EQUITY INCOME SUBACCOUNT
Accumulation unit value:
  Beginning of period                 $20.42     $22.10       $18.84       $14.70      $12.37     $10.00
  End of period                       $21.07     $20.23       $20.42       $18.84      $14.70     $12.37
Accumulation units:
  Outstanding at the end of        3,159,785      6,429    3,428,903    3,450,047   1,902,935    365,712
period

PERSONAL STRATEGY BALANCED
SUBACCOUNT
Accumulation unit value:
  Beginning of period                 $18.04     $18.25       $15.86       $13.51      $11.90     $10.00
  End of period                       $19.44     $18.67       $18.04       $15.86      $13.51     $11.90
Accumulation units:
  Outstanding at the end of        1,207,707      2,020    1,257,891      983,602     599,843    148,349
period

LIMITED TERM-BOND SUBACCOUNT
Accumulation unit value:
  Beginning of period                 $12.38     $11.89       $11.60       $10.93      $10.64     $10.00
  End of period                       $12.28     $11.87       $12.38       $11.60      $10.93     $10.64
Accumulation units:
  Outstanding at the end of          718,369          0      926,046      626,694     445,079     86,891
period

MID-CAP GROWTH SUBACCOUNT*
Accumulation unit value:
  Beginning of period                 $14.34     $15.19       $11.82       $10.00
  End of period                       $17.47     $17.20       $14.34       $11.82
Accumulation units:
  Outstanding at the end of        1,730,183      2,102    1,508,570    1,100,979
period

PRIME RESERVE SUBACCOUNT*
Accumulation unit value:
  Beginning of period                 $10.97        N/A       $10.48       $10.00
  End of period                       $11.44        N/A       $10.97       $10.48
Accumulation units:
  Outstanding at the end of        1,614,807        N/A    1,367,278      769,829
period
- --------------------------------------------------------------------------------------------------------------
</TABLE>

1   Accumulation  unit  values  for  Annuity  Options 5 through 7 and a deferred
    annuity contract funded by the Separate Account.

2   Accumulation unit values for Annuity Option 9.


    *The Mid-Cap Growth and Prime Reserve  Subaccounts  commenced  operations on
    January 2, 1997.

<PAGE>

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

SECURITY BENEFIT LIFE INSURANCE COMPANY

    The  Company is a life  insurance  company  organized  under the laws of the
    State of Kansas. It was organized  originally as a fraternal benefit society
    and commenced  business February 22, 1892. It became a mutual life insurance
    company  under its present name on January 2, 1950.  On July 31,  1998,  the
    Company  converted  from a mutual  life  insurance  company  to a stock life
    insurance company  ultimately  controlled by Security Benefit Mutual Holding
    Company,  a Kansas mutual holding company.  Membership  interests of persons
    who were  Contractowners as of July 31, 1998 became membership  interests in
    Security  Benefit  Mutual  Holding  Company as of that date, and persons who
    acquire  policies  from the  Company  after that date  automatically  become
    members in the mutual holding company.


    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 1999,  the Company had total assets of  approximately  $8.3
    billion.  Together with its subsidiaries,  the Company has total funds under
    management of approximately $9.9 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 Company  established  the T. Rowe Price  Variable  Annuity  Account as a
    separate  account under Kansas law on March 28, 1994. The Contract  provides
    that  income,  gains,  or losses of the  Separate  Account,  whether  or not
    realized,  are  credited to or charged  against  the assets of the  Separate
    Account without regard to other income, gains, or losses of the Company. 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 Contract. Such Separate Account assets are not subject
    to claims of the  Company's  creditors.  The  Company  may  transfer  to its
    General Account assets that exceed  anticipated  obligations of the Separate
    Account.  All obligations  arising under the Contracts are general corporate
    obligations  of 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.  The
    Contract  provides that income,  gains and losses,  whether or not realized,
    are 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  its
    contract  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 (1) such change is  necessary  to comply  with  applicable
    laws,  (2)  shares  of any or all of the  Portfolios  should  no  longer  be
    available  for  investment,  or (3) 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 39.

    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.  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,  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.  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
    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 set
    forth 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
    companies  operating in sectors T. Rowe Price  believes  will be the fastest
    growing in the United States.


    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 common stocks of
    medium-sized growth companies.

    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 (NOT AVAILABLE UNDER OPTION 9)

    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.

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 the Portfolios, T. Rowe
    Price and  Price-Fleming  are  responsible  for selection and  management of
    portfolio  investments.  T. Rowe Price and Price-Fleming are registered with
    the SEC as investment advisers.

    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 Company issues the Contract offered by this  Prospectus.  It is a single
    premium immediate  variable annuity.  To the extent that all or a portion of
    the  Purchase  Payment is  allocated  to the  Subaccounts,  the  Contract is
    significantly  different  from a fixed  annuity  contract  in that it is the
    Contractowner  who assumes the risk of  investment  gain or loss rather than
    the Company.  The Contract  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 of variable
    Annuity   Payments  will  depend  on  the  investment   performance  of  the
    Subaccounts to which the Purchase  Payment has been  allocated.  The Company
    guarantees the amount of fixed Annuity Payments.

    The  Contract  is  available  for  purchase  by an  individual  as a non-tax
    qualified  retirement  plan  ("Non-Qualified  Plan").  The  Contract is also
    eligible for purchase as an individual  retirement annuity ("IRA") qualified
    under  Section  408, or a Roth IRA  qualified  under  Section  408A,  of the
    Internal  Revenue Code  ("Qualified  Plan").  An IRA may be  purchased  with
    contributions from tax-qualified  plans such as 403(b) plans,  401(k) plans,
    or individual retirement accounts.  See the discussion of IRAs and Roth IRAs
    under  "Section 408 and Section  408A," page 36. Joint Owners are  permitted
    only on a Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT

    If you wish to purchase a Contract,  you may submit an  application  and the
    Purchase  Payment to the Company,  as well as any other form or  information
    that the Company may require.  The Purchase Payment may be made by check or,
    if you own shares of one or more  mutual  funds  distributed  by  Investment
    Services ("T. Rowe Price Funds"), you may elect 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 Funds and the Contract.  If you redeem fund
    shares,  it is a sale of shares  for tax  purposes,  which  may  result in a
    taxable gain or loss.  You may obtain an  application  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.

    Any  Owner  must  also be an  Annuitant.  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 Purchase Payment for the purchase of a Contract is $25,000.  The
    Company will not accept additional  Purchase Payments under the Contract.  A
    Purchase  Payment  exceeding $1 million will not be accepted  without  prior
    approval of the Company.

    The Company will apply the initial  Purchase  Payment not later than the end
    of the second  Valuation Date after the Valuation Date it is received at the
    T. Rowe Price Variable  Annuity Service  Center;  provided that the Purchase
    Payment  is  preceded  or  accompanied  by  an  application   that  contains
    sufficient  information  to establish  an account and  properly  credit such
    Purchase  Payment.  If the Company does not receive a complete  application,
    the Company will notify you that it does not have the necessary  information
    to issue a Contract.  If you do not provide the necessary information 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 you unless  you  consent to the  Company
    retaining the Purchase Payment until the application is made complete.

    An application will be considered  properly completed if it (1) includes all
    information  requested on the application,  including election of an Annuity
    Option,  and  (2) is  accompanied  by  proof  of the  date of  birth  of the
    Annuitant  and any Joint  Annuitant  and the entire  amount of the  Purchase
    Payment.

ALLOCATION OF THE PURCHASE PAYMENT

    In an application  for a Contract,  you select the  Subaccounts or the Fixed
    Interest  Account  to which the  Purchase  Payment  will be  allocated.  The
    allocation  must  be a  whole  percentage.  The  Purchase  Payment  will  be
    allocated  according  to your  instructions  contained  in the  application,
    except that no Purchase Payment allocation is permitted that would result in
    less than 5% of any payment  being  allocated to any one  Subaccount  or the
    Fixed Interest Account.  Available allocation alternatives generally include
    the seven  Subaccounts  and the Fixed  Interest  Account.  The Prime Reserve
    Subaccount and the Fixed Interest Account are not available under Option 9.

ACCOUNT VALUE

    The Account  Value is the sum of the amounts under the Contract held in each
    Subaccount and in the Fixed Interest Account. Account Value is determined as
    of any Valuation  Date prior to the Annuity Payout Date and on and after the
    Annuity  Payout  Date  under  Annuity  Options 5 through  7 and  during  the
    Liquidity  Period under Option 9. There is no Account  Value under Options 1
    through 4 and 8, or after the Liquidity Period, under Option 9.

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

DETERMINATION OF ACCOUNT VALUE

    The Account  Value will vary to a degree that depends upon several  factors,
    including  investment  performance of the Subaccounts to which Account Value
    has been allocated,  partial withdrawals, the charges assessed in connection
    with the Contract and Annuity  Payments under Options 5 through 7 and during
    the  Liquidity  Period,  under  Option  9.  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  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 all or part of the
    Purchase Payment 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 as of the end of the
    Valuation  Period in which the Purchase  Payment is  credited.  In addition,
    other transactions  including full or partial withdrawals and any withdrawal
    charge, exchanges, Annuity Payments under Options 5 through 7 and during the
    Liquidity Period under Option 9, and assessment of premium taxes against the
    Contract,  all  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 Accumulation Unit value of the affected  Subaccount.  The
    Accumulation  Unit  value  of  each  Subaccount  is  determined  as of  each
    Valuation Date. The number of Accumulation Units credited to a 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.
    Determination  of the unit  value 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 of the applicable Annuity Option under the Contract.

FREE-LOOK RIGHT

    You may return a Contract within the Free-Look Period,  which is generally a
    10-day period beginning when you receive the Contract. The returned Contract
    will then be deemed void and the Company  will refund to you any part of the
    Purchase  Payment  allocated to the Fixed Interest  Account plus the Account
    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 refund
    the amount of the Purchase Payment allocated to the Subaccounts  rather than
    Account Value in those states and  circumstances  in which it is required to
    do so.

DEATH BENEFIT

    If the Owner dies prior to the Annuity Payout Date, the Company will pay the
    death benefit  proceeds upon receipt of due proof of death and  instructions
    regarding  payment.  If the Owner dies and there is no Joint Annuitant,  the
    death benefit  proceeds will be payable to the Designated  Beneficiary in an
    amount  equal to the  Account  Value as of 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,  any partial  withdrawals  and any Annuity
    Payments.  If the Owner dies and there is a Joint  Annuitant,  the surviving
    Joint  Annuitant may elect to receive the death benefit  proceeds  described
    above or elect a new Annuity  Option.  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  prior to the Annuity  Payout Date and  instructions
    regarding  payment.  If the death of an Owner occurs on or after the Annuity
    Payout Date, any death benefit will be determined  according to the terms of
    the Annuity Option  selected by the Owner.  See "Annuity  Options," page 24.
    See "Federal Tax Matters," page 31 for a discussion of the tax  consequences
    in the event of death.

DISTRIBUTION REQUIREMENTS

    For Contracts  issued in connection with  Non-Qualified  Plans, if any Owner
    dies prior to the Annuity Payout Date, the entire death benefit must be paid
    within  five years  after the death of such  Owner.  If any Owner dies on or
    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 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.

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  generally  is equal to an annual rate of 0.55% 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. If Option 9 is
    selected,  the  mortality and expense risk charge is equal to an annual rate
    of 1.40% of each Subaccount's average daily net assets.

    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 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.  With respect to Option 9, the Company also assumes the risks
    associated  with  providing the Floor  Payment.  See "Option 9 - Life Income
    with Liquidity," page 24.


    The Company may  ultimately  realize a profit from the mortality and expense
    risk  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
    Investment  Services or an affiliate thereof, at the annual rate of 0.10% 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 from the Purchase
    Payment if premium tax is incurred. 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.

CONTRACT WITHDRAWAL CHARGE

    The Company  deducts a  withdrawal  charge from full or partial  withdrawals
    made during the Liquidity Period under Option 9. The charge is deducted from
    the Subaccounts in the same  proportion as the withdrawal is allocated.  The
    withdrawal  charge is based upon the year in which the withdrawal is made as
    measured from the Annuity Payout Date. Withdrawals after the fifth year from
    the Annuity Payout Date are not permitted.  The withdrawal charge,  which is
    set forth below, is applied to the amount of the withdrawal.

    -----------------------------------------------------------
        YEAR FROM ANNUITY PAYOUT DATE        WITHDRAWAL CHARGE

                    First                            5%
                   Second                            4%
                    Third                            3%
                   Fourth                            2%
                    Fifth                            1%

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

    The withdrawal charge  compensates the Company for the costs associated with
    providing  the  Floor  Payment  under  Option  9,  including  the  costs  of
    reinsurance  purchased  by  the  Company  to  hedge  against  the  Company's
    potential losses from providing the Floor Payment.

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 Contract, or that are attributable to payment of
    premiums  or  acquisition  costs  under  the  Contract.  No such  charge  is
    currently assessed. See "Tax Status of the Company and the Separate Account"
    and "Charge for the Company's Taxes," page 31.

GUARANTEE OF CERTAIN CHARGES


    The Company  guarantees that the charge for mortality and expense risks will
    not exceed an annual rate of 0.55% of each  Subaccount's  average  daily net
    assets (1.40% of each Subaccount's average daily net assets under Option 9).


FUND EXPENSES

    Each Subaccount 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,  you indirectly bear 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.

ANNUITY PAYMENTS
- --------------------------------------------------------------------------------

GENERAL

    You must select an Annuity Payout Date,  which must be within 30 days of the
    Contract  Date,  at the time of  purchase.  If you do not  select an Annuity
    Payout  Date,  the  Annuity  Payout  Date will be a date one month  from the
    Contract  Date.  For  example,  if the  Contract  Date is February 28 and no
    Annuity Payout Date is selected, the Annuity Payout Date will be March 28.

    On the Annuity  Payout  Date,  the  Purchase  Payment,  less any  applicable
    premium  taxes,  will be applied  to  provide  an  annuity  under one of the
    Options  described on page 23. The Purchase Payment is further reduced by an
    amount  equal to 1.8% of the Purchase  Payment if you elect a fixed  annuity
    under one of Options 1 through 4 or 8. Each Option, except Option 9 which is
    available  only as a variable  annuity,  is  available  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  under Options 5 through 7. Your payment  choices for each Annuity
    Option are set forth in the table below.

<TABLE>
- -------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                 COMBINATION VARIABLE
  ANNUITY OPTION                            VARIABLE ANNUITY    FIXED ANNUITY      AND FIXED ANNUITY
- -------------------------------------------------------------------------------------------------------
  <S>                                               <C>               <C>                  <C>
  Option 1 - Life Income                            X                 X
- -------------------------------------------------------------------------------------------------------
  Option 2 - Life Income with Period Certain        X                 X
- -------------------------------------------------------------------------------------------------------
  Option 3 - Life Income with Installment           X                 X
  Refund
- -------------------------------------------------------------------------------------------------------
  Option 4 - Joint and Last Survivor                X                 X
- -------------------------------------------------------------------------------------------------------
  Option 5 - Payments for a Specified Period        X                 X                    X
- -------------------------------------------------------------------------------------------------------
  Option 6 - Payments of a Specified Amount         X                 X                    X
- -------------------------------------------------------------------------------------------------------
  Option 7 - Age Recalculation                      X                 X                    X
- -------------------------------------------------------------------------------------------------------
  Option 8 - Period Certain                         X                 X
- -------------------------------------------------------------------------------------------------------
  Option 9 - Life Income with Liquidity             X
- -------------------------------------------------------------------------------------------------------
</TABLE>

    Variable Annuity Payments will fluctuate with the investment  performance of
    the  applicable  Subaccounts  while fixed  Annuity  Payments  will not.  Any
    portion of the net  Purchase  Payment  under the  Contract  allocated to the
    Subaccounts  will be applied to purchase a variable  annuity and any portion
    under the Contract  allocated to the Fixed Interest  Account will be applied
    to purchase a fixed annuity.  The net Purchase  Payment will be equal to the
    Purchase Payment,  reduced by any applicable  premium taxes, and 1.8% of the
    Purchase Payment if a fixed annuity under one of Options 1 through 4 or 8 is
    selected.


    The Company will make Annuity Payments on a monthly, quarterly,  semiannual,
    or annual  basis,  except that under Option 9, Annuity  Payments can be made
    only on a monthly basis. No Annuity Payments will be made for less than $100
    except  that  there is no minimum  payment  amount  with  respect to Annuity
    Payments  under  Option 9. You may direct  Investment  Services to apply the
    proceeds of an Annuity  Payment to purchase  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.


    You may not change the Annuity  Payout Date,  Annuity Option or Annuitant at
    any time after the Contract has been issued.

EXCHANGES

    You may exchange  Account Value or Payment Units (depending upon the Annuity
    Option selected) among the Subaccounts upon proper written request to the T.
    Rowe  Price  Variable  Annuity  Service  Center.  Exchanges  may be  made by
    telephone if telephone  exchanges  were  elected in the  application,  or 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  amount of
    Account  Value  that may be  exchanged  is $500  or,  if  less,  the  amount
    remaining in the Fixed Interest Account or Subaccount.  Exchanges of Account
    Value or Payment Units will immediately  affect the amount of future Annuity
    Payments,  which will be based upon the  performance  of the  Subaccounts to
    which the  exchange is made.  Because  Option 9 provides  for level  monthly
    payments  that reset only  annually,  an  exchange  under  Option 9 will not
    affect the amount of the Annuity Payment until the next annual reset date.

    The Owner may  exchange  Payment  Units among  Subaccounts  under  Options 1
    through 4 and 8 and may exchange Account Value among the Subaccounts and the
    Fixed   Interest   Account  under  Options  5  through  7,  subject  to  the
    restrictions  on exchanges from the Fixed Interest  Account  described under
    the  "Fixed  Interest  Account,"  page 29.  Under  Option  9, the  Owner may
    exchange   only  among  the   Subaccounts   (excluding   the  Prime  Reserve
    Subaccount).  Under  Option 9,  Account  Value may be  exchanged  during the
    Liquidity  Period and Payment  Units may be  exchanged  after the  Liquidity
    Period.  An exchange of Account  Value  during the  Liquidity  Period  under
    Option 9 will  automatically  effect a  corresponding  exchange  of  Payment
    Units.

    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 of Account  Value 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 contract  with  Investment  Services,  the Company  first
    obtains the consent of Investment Services.

FULL AND PARTIAL WITHDRAWALS

    Once the Contract has been issued,  an Annuitant or Owner cannot  change the
    Annuity Option and generally cannot surrender his or her annuity and receive
    a lump-sum  settlement in return.  Full and partial  withdrawals  of Account
    Value are  available,  however,  under  Options 5 through 7,  subject to the
    restrictions  on  withdrawals  from the Fixed  Interest  Account,  and under
    Option 9 during the  Liquidity  Period.  Withdrawals  during  the  Liquidity
    Period under Option 9 are subject to a withdrawal  charge as discussed under
    "Contract  Withdrawal  Charge,"  page 19. An Owner may elect to withdraw the
    present value of Annuity Payments, commuted at the assumed interest rate, if
    a variable  annuity  under Option 8 is selected.  Partial  withdrawals  will
    reduce the amount of future Annuity Payments. Under Option 9, upon a partial
    withdrawal  of Account  Value,  the  amount of the  Annuity  Payment,  Floor
    Payment and number of Payment  Units used to calculate  the Annuity  Payment
    will be reduced. The amount of the Annuity Payment and the number of Payment
    Units  for  each  Subaccount  is  reduced  in  the  same  proportion  as the
    withdrawal reduces Account Value allocated to that Subaccount as of the date
    of the  withdrawal.  The Floor Payment is reduced in the same  proportion as
    the  withdrawal  reduces  overall  Account  Value  as of  the  date  of  the
    withdrawal.  An example of a partial  withdrawal under Option 9 is set forth
    below.

<TABLE>
- ------------------------------ ---------------------- ---------------------------------- ----------------
<CAPTION>
   SUBACCOUNTS FROM WHICH        ACCOUNT VALUE ON             WITHDRAWAL AMOUNT            PERCENTAGE
   ANNUITY PAYMENT IS MADE      DATE OF WITHDRAWAL     (INCLUDING WITHDRAWAL CHARGES)       REDUCTION

<S>                                  <C>                           <C>                         <C>
Equity Income                         $95,000                           $0                        0%

International Stock                   $25,000                      $15,000                       60%

Total                                $120,000                      $15,000                     12.5%
- ------------------------------ ---------------------- ---------------------------------- ----------------
</TABLE>

<TABLE>
- ------------------------------ ----------------------------------- -- -----------------------------------
<CAPTION>
                                  PRIOR TO PARTIAL WITHDRAWAL              AFTER PARTIAL WITHDRAWAL
                               -----------------------------------    -----------------------------------
                                AMOUNT OF                              AMOUNT OF
   SUBACCOUNTS FROM WHICH        ANNUITY    PAYMENT      FLOOR          ANNUITY    PAYMENT    FLOOR
   ANNUITY PAYMENT IS MADE       PAYMENT     UNITS      PAYMENT         PAYMENT      UNITS    PAYMENT(1)

<S>                                <C>       <C>          <C>             <C>       <C>          <C>
Equity Income(2)                   $300      29.7914      N/A             $300      29.7914      N/A

International Stock(3)             $100       9.7847      N/A              $40       3.9139      N/A

Total                              $400                   $304            $340                   $266
- ------------------------------ ------------ ---------- ----------- -- ------------ ---------- -----------
</TABLE>

1   The Floor  Payment  is  reduced by 12.5%,  the  percentage  by which the
    partial Withdrawal reduced Account Value.

2   The Annuity  Payment and Payment Units  allocated to this Subaccount are
    not reduced in this example, because no amount is withdrawn from Account
    Value allocated to the Equity Income Subaccount.

3   The Annuity  Payment and Payment Units  allocated to this Subaccount are
    reduced by 60%, the percentage by which the partial  Withdrawal  reduced
    Account Value allocated to the International Stock Subaccount.

    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  generally is equal to the Account
    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  and,
    under Option 9, any withdrawal  charge.  The Withdrawal Value under Option 8
    is the present value of future Annuity Payments calculated using the assumed
    interest rate, less any premium taxes due and paid by the Company.


    A partial  withdrawal may be requested for a specified  percentage or dollar
    amount of Account Value.  Each partial  withdrawal  must be at least $500. 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  Account  Value  will be  reduced  by an  amount  equal to the
    withdrawal, any applicable premium tax and any applicable withdrawal charge.
    If a partial  withdrawal is requested that would leave the Withdrawal  Value
    in the  Contract  less than  $10,000,  or with  respect to Option 8, Annuity
    Payments after the withdrawal  would be less than $100, 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 Account 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," 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  such
    instructions are obtained.

    A full or partial  withdrawal may result in receipt of taxable income to the
    Owner and, if made prior to the Owner's 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," page 31.

ANNUITY OPTIONS

    The Contract provides for nine Annuity Options. Other Annuity Options may be
    available upon request at the discretion of the Company. The Annuity Options
    are set forth below.

    OPTION 1 - LIFE INCOME  Periodic  Annuity  Payments  will be made during the
    lifetime of the Annuitant. It is possible under this Option for an 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 due date of the  third  Annuity  Payment,  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  PERIOD  CERTAIN  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.  UPON THE ANNUITANT'S DEATH AFTER THE
    PERIOD CERTAIN, NO FURTHER ANNUITY PAYMENTS WILL BE MADE.

    OPTION 3 - LIFE  INCOME 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  Annuity  Payment,
    Annuity Payments will be continued to the Designated  Beneficiary until that
    number of Annuity Payments has been made.


    OPTION 4 - JOINT AND SURVIVOR  Periodic Annuity Payments will be made during
    the lifetime of the  Annuitants.  Annuity  Payments  will be made as long as
    either  Annuitant  is  living.  Upon  the  death of one  Annuitant,  Annuity
    Payments continue to the surviving  Annuitant at the same or a reduced level
    of 75%,  66 2/3% or 50% of Annuity  Payments  as elected by the Owner at the
    time the Annuity  Option is selected.  (FOR A CONTRACT  ISSUED IN CONNECTION
    WITH A QUALIFIED  PLAN,  PERIODIC  ANNUITY  PAYMENTS WILL BE MADE DURING THE
    LIFE OF THE PARTICIPANT UNDER THE PLAN (THE "PRIMARY  ANNUITANT").  UPON THE
    DEATH OF THE PRIMARY ANNUITANT, PAYMENTS WILL BE MADE TO THE JOINT ANNUITANT
    DURING HIS OR HER LIFETIME. ANNUITY PAYMENTS WILL BE REDUCED BY THE SELECTED
    PERCENTAGE, IF ANY, ONLY UPON THE DEATH OF THE PRIMARY ANNUITANT.)

    With respect to fixed Annuity  Payments,  the amount of the Annuity  Payment
    and, with respect to Variable Annuity Payments,  the number of Payment Units
    used to determine the Annuity Payment is reduced,  if applicable,  as of the
    first Annuity Payment  following an Annuitant's  (for Qualified  Plans,  the
    Primary Annuitant's) death. In the event of the death of one Annuitant,  the
    surviving  Joint  Annuitant  has the right to exercise  all rights under the
    Contract,  including the right to make exchanges.  It is possible under this
    Option for only one Annuity Payment to be made if both Annuitants died prior
    to the second Annuity  Payment due date, two if both died prior to the third
    Annuity  Payment  due date,  etc.  AS IN THE CASE OF  OPTION 1,  THERE IS NO
    MINIMUM NUMBER OF PAYMENTS GUARANTEED UNDER THIS OPTION. PAYMENTS CEASE UPON
    THE  DEATH OF THE LAST  SURVIVING  ANNUITANT,  REGARDLESS  OF THE  NUMBER OF
    PAYMENTS  RECEIVED.


    OPTION 5 - PAYMENTS FOR SPECIFIED  PERIOD Periodic Annuity Payments will be
    made for a fixed period,  which may be from 5 to 20 years, as elected by the
    Owner.  The amount of each Annuity Payment is determined by dividing Account
    Value by the number of Annuity Payments  remaining in the period. If, at the
    death of the  Annuitant,  payments have been made for less than the selected
    fixed period,  the remaining  unpaid payments will be paid to the Designated
    Beneficiary.

    OPTION 6 - PAYMENTS OF A SPECIFIED  AMOUNT Periodic  Annuity Payments of the
    amount  elected by the Owner will be made until  Account Value is exhausted,
    with the guarantee  that, if, at the death of the Annuitant,  all guaranteed
    payments have not yet been made, the remaining  unpaid payments will be paid
    to the Designated  Beneficiary.  This Option is available only for Contracts
    issued in connection with Non-Qualified Plans.

    OPTION 7 - AGE  RECALCULATION  Periodic  Annuity Payments will be made based
    upon the Annuitant's  life  expectancy,  or the joint life expectancy 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 government  actuarial tables,  and are
    made until Account  Value is  exhausted.  Upon the  Annuitant's  death,  any
    Account Value will be paid to the Designated Beneficiary.

    OPTION 8 - PERIOD CERTAIN Periodic Annuity Payments will be made for a fixed
    period which may be 5, 10, 15 or 20 years. This option differs from Option 5
    in that Annuity  Payments are calculated on the basis of Payment  Units.  If
    the  Annuitant  dies prior to the end of the period  certain,  the remaining
    guaranteed Annuity Payments will be made to the Designated Beneficiary.


    OPTION 9 - LIFE INCOME WITH LIQUIDITY  Monthly Annuity Payments will be made
    for the life of the Annuitant,  or the Owner may elect Annuity  Payments for
    the life of the  Annuitant and a Joint  Annuitant,  and in both cases with a
    period  certain of 15 years.  The period  certain will be for a period of 10
    years in the case of a Contract  issued in connection  with a Qualified Plan
    if the life  expectancy  of the  Annuitant or joint life  expectancy  of the
    Joint Annuitants is less than 15 years, but more than 10 years. In any case,
    the period  certain may not exceed the life  expectancy  of the Annuitant or
    joint life  expectancy of the Joint  Annuitants if the Contract is issued in
    connection with a Qualified Plan.

    Annuity  Payments under this option are guaranteed never to be less than the
    Floor Payment which is equal to 80% of the initial Annuity Payment; provided
    that the Floor Payment is adjusted in the event of a withdrawal as discussed
    under  "Full and  Partial  Withdrawals,"  page 22. The amount of the Annuity
    Payment  will  remain  level for 12 month  intervals  and will reset on each
    anniversary  of the Annuity  Payout Date.  Annuity  Payments  (including the
    Floor Payment)  during the Liquidity  Period are paid from Account Value and
    reduce the amount of Account  Value  available  for  withdrawal.  If Account
    Value allocated to a Subaccount is depleted during the Liquidity Period, any
    shortfall will be deducted  proportionately from those Subaccounts that have
    Account  Value,   and  future  annuity  payments  will  be  based  upon  the
    performance of those Subaccounts.

    If there  are joint  Annuitants,  Annuity  Payments  will be made as long as
    either  Annuitant  is  living.  Upon  the  death of one  Annuitant,  Annuity
    Payments continue to the surviving  Annuitant at the same or a reduced level
    of 75%,  66 2/3% or 50% of Annuity  Payments  as elected by the Owner at the
    time the Annuity  Option is selected.  (FOR A CONTRACT  ISSUED IN CONNECTION
    WITH A QUALIFIED  PLAN,  PERIODIC  ANNUITY  PAYMENTS WILL BE MADE DURING THE
    LIFE OF THE PARTICIPANT UNDER THE PLAN (THE "PRIMARY  ANNUITANT").  UPON THE
    DEATH OF THE PRIMARY ANNUITANT, PAYMENTS WILL BE MADE TO THE JOINT ANNUITANT
    DURING HIS OR HER LIFETIME. ANNUITY PAYMENTS WILL BE REDUCED BY THE SELECTED
    PERCENTAGE,  IF ANY,  ONLY UPON THE  DEATH OF THE  PRIMARY  ANNUITANT.)  The
    number of Payment Units used to calculate Annuity Payments is reduced (1) as
    of the  Annuity  Payment due at the close of the period  certain,  or (2) if
    later, as of the first Annuity Payment following the death of the Annuitant.


    A death benefit is payable to the Designated  Beneficiary  upon the death of
    the Annuitant or, if there are Joint Annuitants,  upon the death of the last
    Annuitant prior to the close of the period certain. The death benefit during
    the  Liquidity  Period is the Account  Value as of the end of the  Valuation
    Period during which due proof of death and  instructions  regarding  payment
    are  received at the T. Rowe Price  Variable  Annuity  Service  Center.  The
    Designated  Beneficiary  may elect the death  benefit  in the event of death
    during the remainder of the period certain, as follows: (1) a lump sum equal
    to the present  value,  calculated  using the assumed  interest rate, of the
    remaining  guaranteed Annuity Payments as of the end of the Valuation Period
    during  which due  proof of death and  instructions  regarding  payment  are
    received at the T. Rowe Price Variable  Annuity Service  Center;  or (2) the
    remaining guaranteed Annuity Payments paid to the Designated  Beneficiary on
    a monthly basis.

    If there are Joint  Annuitants,  upon the death of one Annuitant  during the
    Liquidity Period, the amount of Annuity Payments to the surviving  Annuitant
    may be increased as of the close of the Liquidity Period. Whether the amount
    of the Annuity Payment will be increased is determined by applying an amount
    equal to the present  value of the future  Annuity  Payments  based upon the
    joint lives of the Annuitants,  calculated  using the assumed interest rate,
    to a life income option with a period certain of ten years (or the amount of
    time  remaining  in the  period  certain  as of the  close of the  Liquidity
    Period) to determine an Annuity Payment.  If this Annuity Payment is greater
    than the current Annuity Payment,  the current payment would be increased to
    that amount as of the close of the Liquidity  Period.  The Payment Units and
    Floor Payment would be increased proportionately as of that date.

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.

ANNUITY PAYMENTS


    Annuity  Payments  under Options 1 through 4, 8 and 9 are based upon annuity
    rates that vary with the Annuity Option  selected.  In the case of Options 1
    through 4 and 9 the  annuity  rates  will vary  based upon your age and sex,
    except that unisex rates are used where  required by law. The annuity  rates
    reflect  your life  expectancy  as of the  Annuity  Payout  Date and gender,
    unless  unisex  rates  apply.  The annuity  rates are based upon the 1983(a)
    mortality table and are adjusted to reflect an assumed interest rate of 3.5%
    or 5%,  compounded  annually,  as selected by you. Only an assumed  interest
    rate of 3.5% is available under Option 9. See the discussion  under "Assumed
    Interest  Rate," below.  See the table below for the basis of annuity rates.
    In the case of Options 5, 6 and 7,  Annuity  Payments are based upon Account
    Value without regard to annuity rates.


                             BASIS OF ANNUITY RATES

- ------------------------------------------------------------
      OPTIONS 1-4 AND 9                    OPTION 8

    Assumed Interest Rate           Assumed Interest Rate

   Mortality Table 1983(a)
- ------------------------------------------------------------

    The Company calculates  Variable Annuity Payments under Options 1 through 4,
    8 and 9 using Payment Units. The value of a Payment Unit for each Subaccount
    is determined as of each Valuation Date and initially was $1.00. The Payment
    Unit value of a Subaccount as of any subsequent Valuation Date is determined
    by adjusting the Payment Unit value on the previous  Valuation  Date for (1)
    the interim performance of the corresponding Portfolio of the Funds; (2) any
    dividends or  distributions  paid by the  corresponding  Portfolio;  (3) the
    mortality  and expense risk charge;  (4) the  charges,  if any,  that may be
    assessed by the  Company  for taxes  attributable  to the  operation  of the
    Subaccount; and (5) the assumed interest rate.

    The Company  determines  the number of Payment Units used to calculate  each
    variable  Annuity Payment as of the Annuity Payout Date. As discussed above,
    the Contract specifies annuity rates for Options 1 through 4, 8 and 9, which
    are the guaranteed minimum dollar amount of monthly Annuity Payment for each
    $1,000 of Purchase  Payment,  less any applicable  premium taxes, and less a
    charge equal to 1.8% of the Purchase Payment for a fixed annuity, applied to
    an Annuity  Option.  The net  Purchase  Payment is divided by $1,000 and the
    result is multiplied by the rate per $1,000  specified in the annuity tables
    to  determine  the initial  Annuity  Payment for a variable  annuity and the
    guaranteed monthly Annuity Payment for a fixed annuity.

    On the Annuity Payout Date, the Company divides the initial variable Annuity
    Payment by the value of the Payment Unit as of that date for the  applicable
    Subaccount  to  determine  the  number  of  Payment  Units  to  be  used  in
    calculating  subsequent  Annuity Payments.  If variable Annuity Payments are
    allocated to more than one  Subaccount,  the number of Payment Units will be
    determined by dividing the portion of the initial  variable  Annuity Payment
    allocated to a Subaccount by the value of that Subaccount's  Payment Unit as
    of the  Annuity  Payout  Date.  The  initial  variable  Annuity  Payment  is
    allocated to the Subaccounts in the same proportion as the Purchase  Payment
    is  allocated.  The  number  of  Payment  Units  will  remain  constant  for
    subsequent  Annuity  Payments,  unless  you  exchange  Payment  Units  among
    Subaccounts  or make a  withdrawal  under  Option 8 or during the  Liquidity
    Period under Option 9.


    Subsequent  variable  Annuity  Payments are  calculated by  multiplying  the
    number  of  Payment  Units  allocated  to a  Subaccount  by the value of the
    Payment Unit as of the date of the Annuity  Payment.  If the Annuity Payment
    is allocated to more than one  Subaccount,  the Annuity  Payment is equal to
    the sum of the  payment  amounts  determined  for each  Subaccount.  Annuity
    Payments  under  Option 9 are reset  only  once  each  year on the  12-month
    anniversary of the Annuity Payout Date to reflect the investment performance
    of the  Subaccount(s).  An example is set forth below of an Annuity  Payment
    calculation  under Option 9 assuming purchase of a Contract by a 60-year old
    male with a Purchase Payment of $100,000 and no premium tax.


 -------------------------------------------------------------------------------
   Initial Purchase Payment     $100,000                       $100,000
                                -      0                       --------
   Premium Tax                  --------                        $1,000  = 100
   Net Purchase Payment         $100,000

   Amount determined by reference to annuity table for a male,
   age 60 under Option 9...........................................   $4.78

   First Variable Annuity Payment (100 x $4.78)....................   $478

<TABLE>
<CAPTION>

                       ALLOCATION OF      FIRST VARIABLE           PAYMENT UNIT           NUMBER OF PAYMENT
                        NET PURCHASE     ANNUITY PAYMENT         VALUE ON ANNUITY      UNITS USED TO DETERMINE
   SUBACCOUNT             PAYMENT           ALLOCATION             PAYOUT DATE           SUBSEQUENT PAYMENTS

   <S>                      <C>               <C>          <C>      <C>              <C>      <C>
   Equity Income            50%               $239.00      /        $1.51            =        158.2781

   International Stock      50%                239.00      /         1.02            =        234.3137
                                               ------
                                              $478.00
</TABLE>

<TABLE>
<CAPTION>

                     NUMBER OF PAYMENT UNITS USED TO        PAYMENT UNIT VALUE          AMOUNT OF SUBSEQUENT
   SUBACCOUNT         DETERMINE SUBSEQUENT PAYMENTS        ON ANNUAL RESET DATE            ANNUITY PAYMENT

   <S>                           <C>                 <C>            <C>              <C>      <C>
   Equity Income                 158.2781            x              $1.60            =        $253.24

   International Stock           234.3137            x               1.10            =         257.74
                                                                                               ------

   Subsequent Variable Annuity Payment.................................................       $510.98
</TABLE>

<TABLE>
<CAPTION>

                            DATE OF          AMOUNT OF                           DATE OF          AMOUNT OF
                        ANNUITY PAYMENT   ANNUITY PAYMENT                    ANNUITY PAYMENT   ANNUITY PAYMENT

   <S>                     <C>                <C>            <C>               <C>                 <C>
   Annuity Payout Date     February 15        $478.00                          September 15        $478.00

                           March 15            478.00                          October 15           478.00

                           April 15            478.00                          November 15          478.00

                           May 15              478.00                          December 15          478.00

                           June 15             478.00                          January 15           478.00

                           July 15             478.00        Annual Reset      February 15          510.98
                                                               Date
                           August 15           478.00
 --------------------------------------------------------------------------------------------------------------
</TABLE>

ASSUMED INTEREST RATE


    As  discussed  above,  the annuity  rates for Options 1 through 4, and 8 are
    based upon an assumed interest rate of 3.5% or 5%, compounded  annually,  as
    you elect at the time the  Annuity  Option  is  selected.  (Only an  assumed
    interest  rate  of 3.5% is  available  under  Option  9.)  Variable  Annuity
    Payments generally increase or decrease from one Annuity Payment date to the
    next based upon the  performance  of the applicable  Subaccounts  during the
    interim period adjusted for the assumed interest rate. If the performance of
    the Subaccounts is equal to the assumed interest rate, Annuity Payments will
    remain  constant.  If the performance of the Subaccounts is greater than the
    assumed  interest rate, the amount of the Annuity Payments will increase and
    if it is less than the  assumed  interest  rate,  the amount of the  Annuity
    Payments will decline. A higher assumed interest rate, for example 5%, would
    mean a higher  initial  Variable  Annuity  Payment,  but the  amount  of the
    Annuity  Payments  would  increase  more  slowly in a rising  market (or the
    amount of the  Annuity  Payments  would  decline  more  rapidly in a falling
    market).  Conversely, a lower assumed interest rate, for example 3.5%, would
    mean a lower  initial  variable  Annuity  Payment  and more  rapidly  rising
    Annuity Payment amounts in a rising market and more slowly declining Annuity
    Payment amounts in a falling market.


THE FIXED INTEREST ACCOUNT
- --------------------------------------------------------------------------------

    You may allocate your net Purchase  Payment to the Fixed Interest Account to
    purchase  a fixed  annuity  under  Annuity  Options 1 through 4 and 8. Under
    Annuity Options 5 through 7, all or a portion of the Purchase Payment may be
    allocated to the Fixed Interest  Account and Account Value  allocated to the
    Subaccounts  under those  Options  may be  exchanged  to the Fixed  Interest
    Account.  A fixed annuity is not available under Option 9. 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 disclosure in this Prospectus  relating to
    the Fixed Interest  Account,  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," page
    15.


    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

    Account Value  allocated to the Fixed  Interest  Account earns interest at a
    fixed rate or rates that are paid by the Company.  The Account  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.

    Account 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
    Account Value is allocated or exchanged to the Fixed Interest  Account.  The
    Current  Rate  paid on any  such  portion  of  Account  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 Account  Value,  which will earn  interest at the
    Current  Rate,  if any,  declared by the Company on the first day of the new
    Guarantee Period.

    Account 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, Account 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
    Account  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 Account
    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 Account
    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
    Account  Value  allocated  to the  Fixed  Interest  Account  for  which  the
    Guarantee  Period  expires during the calendar month in which the withdrawal
    or exchange is effected,  then in the order  beginning  with that portion of
    such Account 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 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 is  supported  by the Fixed  Interest  Account as for a
    Contract that is supported by the Subaccounts.  See "Annuity  Options," page
    23.

CONTRACT CHARGES

    Premium taxes will be the same for  Contractowners who allocate the Purchase
    Payment to the Fixed Interest Account as for those who allocate the Purchase
    Payment 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 is
    supported by the Fixed Interest Account;  however,  such Contractowners will
    not participate in the investment experience of the Subaccounts.

EXCHANGES AND WITHDRAWALS

    Under Annuity Options 5 through 7 only,  Account Value may be exchanged from
    the  Subaccounts to the Fixed  Interest  Account and from the Fixed Interest
    Account to the Subaccounts,  subject to the following limitation.  Exchanges
    from the Fixed Interest Account are allowed only from the portion of Account
    Value,  for which the Guarantee  Period expires during the calendar month in
    which the  exchange  is  effected.  Up to six  exchanges  are allowed in any
    Contract  Year  and the  minimum  exchange  amount  is  $500  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.

    The  Contractowner  may make a full or partial  withdrawal  of Account Value
    allocated to the Fixed Interest Account only under Annuity Options 5 through
    7. A  Contractowner  may make a partial  withdrawal  from the Fixed Interest
    Account only (1) from the portion of Account Value,  for which the Guarantee
    Period expires during the calendar month in which the partial  withdrawal is
    effected,  and (2) once per Contract  Year in an amount up to the greater of
    $5,000 or 10% of Account Value  allocated to the Fixed  Interest  Account at
    the time of the partial withdrawal. See "Full and Partial Withdrawals," page
    22.

PAYMENTS FROM THE FIXED INTEREST ACCOUNT

    As required by most states, the Company reserves the right to delay any full
    and partial withdrawals and exchanges from the Fixed Interest Account for up
    to six months  after a written  request in proper form is received at the T.
    Rowe Price Variable  Annuity Service Center.  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 you 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 31.

    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.  Joint Owners are permitted  only if the Contract is
    issued pursuant to a Non-Qualified Plan and the Joint Owner is an Annuitant.

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 at the T. Rowe Price
    Variable  Annuity  Service  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 the
    Change of  Beneficiary  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.

DIVIDENDS

    The  Contract is eligible to 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 Account 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, (c) during which an emergency,  as determined by the SEC, exists as
    a result of which (i) disposal of securities held by the Separate Account is
    not  reasonably  practicable,  or (ii) it is not  reasonably  practicable to
    determine the value of the assets of the Separate Account, or (d) as the SEC
    may by order permit for the protection of investors.


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  has been  misstated,  the correct  amount
    paid or  payable  by the  Company  under the  Contract  shall be such as the
    Purchase  Payment under the Contract 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  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 Contract 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
    Contract  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  issued 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 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  guidance
    applicable to the Contract 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 in the present case, the Contractowner has additional flexibility in
    allocating  the  Purchase  Payment  and  Account  Values  than in the  cases
    described in the rulings.  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 promulgated,  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," page 34 and
    "Diversification Standards," page 32. 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.

*   SURRENDERS OR  WITHDRAWALS  PRIOR TO THE ANNUITY PAYOUT DATE Code Section 72
    provides  that amounts  received upon a total or partial  withdrawal  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 amount  received 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.
    For fixed 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  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 distribution 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  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.
    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 or a
    Roth IRA  under  Section  408A 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, 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.

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

*   SECTION 408 AND SECTION 408A


    INDIVIDUAL  RETIREMENT  ANNUITIES.  Section 408 of the Code permits eligible
    individuals to establish individual retirement programs through the purchase
    of Individual Retirement Annuities ("traditional IRAs"). The Contract may be
    purchased  as an IRA.  The  IRAs  described  in this  paragraph  are  called
    "traditional  IRAs" to distinguish them from "Roth IRAs" which are described
    below.


    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 a  traditional  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  Contract  for  use  with  IRAs  may  be  subject  to  special
    requirements  imposed by the Internal  Revenue  Service.  Purchasers  of the
    Contract  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 a traditional 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 year of 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 to all IRAs bear to the expected return under the IRAs.

    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.

    ROTH  IRAS.  Section  408A  of the  Code  permits  eligible  individuals  to
    establish  a Roth IRA, a type of IRA which  became  available  in 1998.  The
    Contract may be purchased as a Roth IRA. Contributions to a Roth IRA are not
    deductible,  but withdrawals that meet certain  requirements are not subject
    to federal  income tax.  Sale of the  contract for use with Roth IRAs may be
    subject to special  requirements  imposed by the Internal  Revenue  Service.
    Purchasers  of the Contract  for such  purposes  will be provided  with such
    supplementary information as may be required by the Internal Revenue Service
    or other appropriate  agency, and will have the right to revoke the Contract
    under certain  circumstances.  Unlike a  traditional  IRA, Roth IRAs are not
    subject to minimum required  distribution  rules during the  Contractowner's
    lifetime.  Generally,  however,  upon the  death of the  Contractowner,  the
    amount in a remaining  Roth IRA must be  distributed in the same manner as a
    traditional IRA as described above.

    The Internal Revenue Service has not reviewed the Contract for qualification
    as a Roth 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 Roth IRA qualification requirements.

*   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% of the taxable portion of the distribution. The 10% 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;  (vii) which,  subject to certain  restrictions,  do not
    exceed the health  insurance  premiums  paid by  unemployed  individuals  in
    certain cases; (viii) made to pay "qualified higher education expenses";  or
    (ix) for certain "qualified first-time homebuyer distributions."


    MINIMUM DISTRIBUTION TAX. If the amount distributed from all of your IRAs is
    less than the minimum required distribution for the year, you are subject to
    a 50% tax on the amount that was not properly distributed from the IRAs.

    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% 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

    You  indirectly  (through  the  Separate  Account)  purchase  shares  of the
    Portfolios  when you  allocate  purchase  payments to the  Subaccounts.  The
    Company  owns  shares of the  Portfolios  in the  Separate  Account for your
    benefit.  Under current law, the Company will vote shares of the  Portfolios
    held in the Subaccounts in accordance with voting instructions received from
    Owners having the right to give such  instructions.  You will have the right
    to give  voting  instructions  to the  extent  that you have  Account  Value
    allocated to the particular Subaccount.  The Company will vote all shares it
    owns through the  Subaccount in the same  proportion as the shares for which
    it receives  voting  instructions  from Owners.  The Company votes shares in
    accordance with its current understanding of the federal securities laws. If
    the Company later determines that it may vote shares of the Funds in its own
    right, it may elect to do so.


    Unless  otherwise  required  by  applicable  law,  the number of shares of a
    particular  Portfolio  as to which you may give voting  instructions  to the
    Company is  determined  by dividing  your Account 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
    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 your Account Value in a Subaccount for which
    you do not submit timely voting instructions will be voted by the Company in
    the same proportion as the voting instructions that are received in a timely
    manner for 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  Subaccounts  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  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 Contract 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.

REPORTS TO OWNERS

    A statement  will be sent  annually  to you  setting  forth a summary of the
    transactions that occurred during the year, and indicating any Account Value
    as of the end of each year.  In addition,  the  statement  will indicate the
    allocation  of  Account  Value  among the  Fixed  Interest  Account  and the
    Subaccounts and any other information  required by law.  Confirmations  will
    also be sent out upon the initial Purchase  Payment,  exchanges and full and
    partial withdrawals. Annuity Payments will be confirmed quarterly.

    You 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

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


    By authorizing telephone exchanges,  you authorize the Company to accept and
    act upon telephonic  instructions for exchanges involving your Contract, and
    agree 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.

    Current yield for the Prime Reserve  Subaccount  will be based on investment
    income received by a hypothetical  investment over a given seven-day  period
    (less expenses  accrued  during the period),  and then  "annualized"  (i.e.,
    assuming that the seven-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  Account  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 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 Security  Benefit Life Insurance
    Company and  Subsidiaries at December 31, 1999 and 1998, and for each of the
    three  years in the  period  ended  December  31,  1999,  and the  financial
    statements of the Separate Account at December 31, 1999, and for each of the
    two years in the  period  ended  December  31,  1999,  are  included  in the
    Statement of Additional Information.


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                                        3
    -------------------------------------------------------------------------
    Distribution of the Contract                                           3
    -------------------------------------------------------------------------
    Limits on Premiums Paid Under Tax-Qualified Retirement Plans           3
    -------------------------------------------------------------------------
    Experts                                                                4
    -------------------------------------------------------------------------
    Performance Information                                                4
    -------------------------------------------------------------------------
    Financial Statements                                                   6
    -------------------------------------------------------------------------

<PAGE>

IRA DISCLOSURE STATEMENT
- --------------------------------------------------------------------------------

    This Disclosure Statement describes the statutory and regulatory  provisions
    applicable  to the operation of Individual  Retirement  Annuities.  Internal
    Revenue  Service  regulations  require  that  this be given  to each  person
    desiring to establish an Individual Retirement Annuity.  Further information
    can be obtained from any district office of the Internal Revenue Service.

RIGHT TO REVOKE

    You may revoke your Individual  Retirement  Annuity within seven days of the
    date your first  Purchase  Payment is  received  by  Security  Benefit  Life
    Insurance Company. To revoke your Individual  Retirement Annuity and receive
    a refund of the entire  amount you paid,  you must mail or deliver a written
    notice of  revocation,  signed  exactly  as your  signature  appears on your
    variable  annuity  application  to: T. Rowe Price Variable  Annuity  Service
    Center, P.O. Box 750440, Topeka, KS 66675-0440, 1-800-888-2461.

    If you send your  revocation  notice by First Class Mail,  we will  consider
    that you have notified us as of the date of the postmark on the envelope. If
    you send it by Certified or Registered Mail, you will have notified us as of
    the  certification  or  registration  date on the label. In either case, the
    revocation  notice  must be properly  addressed  and  mailed,  with  postage
    prepaid.  Upon receipt of a timely revocation  notice,  the entire amount of
    your  contribution  will be  returned to you  without  adjustment  for sales
    commissions, administrative fees, or market value fluctuation.

WHAT ARE THE STATUTORY REQUIREMENTS?

    An  Individual   Retirement   Annuity   contract  must  meet  the  following
    requirements:

    1.  The amount in your Individual Retirement Annuity must be fully vested at
        all times.

    2.  The contract must provide that you cannot transfer it to someone else.

    3.  The contract must have flexible premiums.

    4.  You must start receiving  distributions by April 1 of the year following
        the  year  in  which  you  reach  age  70  1/2  (see  "Required  Minimum
        Distributions").

    5.  The contract  must provide that you cannot  contribute  more than $2,000
        for any  year.  (This  requirement  does  not  apply to  rollovers.  See
        "Rollovers and Direct Transfers.")

    6.  The  contract  must  provide  that any refund of premium will be applied
        before  the  close of the  calendar  year  following  the year of refund
        toward the  payment of future  premiums or the  purchase  of  additional
        benefits.

    The Individual Retirement Annuity contract contains the provisions described
    above.  The  contract  has not,  however,  been  approved  as to form by the
    Internal Revenue Service.

ROLLOVERS AND DIRECT TRANSFERS

    1.  A  rollover  is a tax-free  transfer  of cash or other  assets  from one
        retirement program to another. There are two kinds of rollover payments.
        In one, you transfer amounts from one Individual  Retirement  Annuity or
        Individual  Retirement  Account  (collectively  referred to herein as an
        "IRA") to another. With the other, you transfer amounts from a qualified
        employee benefit plan or tax-sheltered  annuity to an IRA. While you may
        make rollover  contributions to the Individual  Retirement Annuity,  you
        cannot deduct them on your tax return.

    2.  You must complete a tax-free rollover by the 60th day after the date you
        receive  the  distribution  from  your IRA or other  qualified  employee
        benefit plan.

    3.  A rollover distribution from an IRA may be made to you only once a year.
        The one-year period begins on the date you receive the IRA distribution,
        not on the date you roll it over (reinvest it) into another IRA.

    4.  A direct  transfer  of funds in an IRA  from one  trustee  or  insurance
        company  to  another is not a  rollover.  It is a  transfer  that is not
        affected by the one-year waiting period.

    5.  All or part of the  premium  for the  contract  may be paid  from an IRA
        rollover,  qualified  pension or  profit-sharing  plan or  tax-sheltered
        annuity  rollover,  or from a direct  transfer  from  another  IRA.  The
        proceeds  from this contract may be used as a rollover  contribution  to
        another IRA.

ALLOWANCE OF DEDUCTION

    1.  In  general,  the amount  you can  contribute  each year to the  Annuity
        contract is the lesser of $2,000 or your  taxable  compensation  for the
        year.  If you have more than one IRA,  the  limit  applies  to the total
        contributions  made to your IRAs for the year.  Wages,  salaries,  tips,
        professional fees, bonuses,  and other amounts you receive for providing
        personal  services  are  compensation.  If you own and operate  your own
        business  as a sole  proprietor,  your  net  earnings  reduced  by  your
        deductible  contributions  on your  behalf to  self-employed  retirement
        plans is compensation. If you are an active partner in a partnership and
        provide  services to the partnership,  your share of partnership  income
        reduced by  deductible  contributions  made on your behalf to  qualified
        retirement  plans is  compensation.  All taxable  alimony  and  separate
        maintenance  payments  received  under a decree of divorce  or  separate
        maintenance are compensation.

    2.  Generally,  if you are not covered by a qualified  retirement  plan, the
        amount  you can  deduct in a year for  contributions  to your IRA is the
        lesser of $2,000 or your taxable  compensation for the year. However, if
        you are not covered by a qualified  retirement plan, but your spouse is,
        the amount you may  deduct for IRA  contributions  will be phased out if
        your  joint  adjusted  gross  income  ("AGI") is  between  $150,000  and
        $160,000.


    3.  If you are covered by a  qualified  retirement  plan,  the amount of IRA
        contributions  you may  deduct in a year may be  reduced  or  eliminated
        based  on your  AGI for  the  year.  The AGI  level  at  which a  single
        taxpayer's  deduction  for  1999 is  affected,  $31,000,  will  increase
        annually to $50,000 in 2005. The AGI level at which a married taxpayer's
        deduction  for 1999 is  affected,  $51,000,  will  increase  annually to
        $80,000 in 2007.


    4.  Contributions  to  your  IRA  can be made  at any  time.  If you  make a
        contribution  between January 1 and April 15, however,  you may elect to
        treat the  contribution  as made either in that year or in the preceding
        year.  You may  file a tax  return  claiming  a  deduction  for your IRA
        contribution  before  the  contribution  is  actually  made.  You  must,
        however,  make  the  contribution  by the due  date of your  return  not
        including extensions.

    5.  You cannot make a contribution other than a rollover contribution to
         your IRA for the year in which you reach age 70 1/2 or thereafter.

    6.  If both you and your spouse have compensation,  you can each set up your
        own IRA.  The  contribution  for each of you is figured  separately  and
        depends on how much each earns.  Both of you cannot  participate  in the
        same IRA account or contract.

    7.  If you and your spouse file a joint federal  income tax return,  each of
        you may  contribute  up to $2,000 to your own IRA annually if your joint
        income is $4,000 or more.  The  maximum  amount the  higher  compensated
        spouse  may  contribute  for the year is the lesser of $2,000 or 100% of
        that spouse's compensation. The maximum the lower-compensated spouse may
        contribute  is the  lesser of (i)  $2,000 or (ii) 100% of that  spouse's
        compensation  plus the amount by which the higher  compensated  spouse's
        compensation   exceeds   the  amount  the  higher   compensated   spouse
        contributes to his or her IRA.

SEP-IRAS

    If you are  participating  in a Simplified  Employee Pension Plan (SEP), the
    contributions  made by your  employer  into your IRA after 1986 are excluded
    from your income.  If the SEP contains a salary reduction  arrangement,  you
    may elect to reduce your  salary by up to the lesser of 15% of  compensation
    or $9,500  (indexed  annually)  and have  that  amount  contributed  to your
    SEP-IRA.  The maximum SEP contributions,  including salary reduction amounts
    and employer  contributions to your account in any year is generally limited
    to the lesser of $30,000  (indexed) or 15% of your total  compensation  from
    such  employer  for  that  year.  Employers  that  have  established  salary
    reduction  SEPs before 1997 may continue to maintain and contribute to them.
    However,  no new  salary  reduction  SEPs  may be  established  after  1996.
    Instead,  eligible  employers  may  establish  SIMPLE IRA programs for years
    after 1996, which permit salary reduction contributions. This IRA may not be
    used in connection with a SIMPLE plan.

    If an IRA is being used in connection with a SEP,  contributions must bear a
    uniform  relationship to the total  compensation (not in excess of the first
    $160,000 indexed) of each employee participating under the SEP. If you are a
    participant in a SEP, you will be considered to be an active  participant in
    an employee pension plan for purposes of your deductible contribution limits
    for your IRA (see "Allowance of Deduction" section). For further information
    concerning  participation  and  contributions,  please  refer  to  IRS  Form
    5305-SEP  (which must be completed and executed by your employer in order to
    establish a SEP).

TAX STATUS OF THE CONTRACT AND DISTRIBUTIONS

    1.  Earnings of your Individual  Retirement  Annuity  contract are not taxed
        until they are distributed to you.

    2.  In general,  taxable  distributions are included in your gross income in
        the year you receive them.

    3.  Distributions  are  non-taxable to the extent they represent a return of
        non-deductible   contributions.   The   non-taxable   percentage   of  a
        distribution  is  determined  by  dividing  your  total   undistributed,
        non-deductible   IRA  contributions  by  the  value  of  all  your  IRAs
        (including SEPs and rollovers).

    4.  You cannot choose the special  five-year or ten-year  averaging that may
        apply to lump sum distributions from qualified employer plans.

    Amounts  held in IRAs are  generally  subject to the  imposition  of federal
    estate  taxes.  In  addition,  if you  elect to have all or any part of your
    account payable to a beneficiary  (or  beneficiaries)  upon your death,  the
    election generally will not subject you to any gift tax liability.

REQUIRED MINIMUM DISTRIBUTIONS

    You  must  start  receiving  minimum   distributions  from  your  Individual
    Retirement Annuity starting with the year you reach age 70 1/2 . Ordinarily,
    the required minimum  distribution for a particular year must be received by
    December  31 of that  year.  However,  you may  delay the  required  minimum
    distribution  for  the  year  you  reach  age 70 1/2  until  April  1 of the
    following year (your "required beginning date").

    Figure your  required  minimum  distribution  for each year by dividing  the
    value of your Individual  Retirement Annuity on December 31 of the preceding
    year by the applicable  life  expectancy.  The applicable life expectancy is
    your remaining life expectancy or the remaining joint life and last survivor
    expectancy  of  you  and  your  designated  beneficiary.   If  a  designated
    beneficiary  is more than 10 years  younger than you,  that  beneficiary  is
    assumed to be exactly 10 years  younger.  Life  expectancies  are determined
    using the  expected  return  multiple  tables shown in IRS  Publication  590
    "Individual  Retirement   Arrangements."  To  obtain  a  free  copy  of  IRS
    Publication 590 and other IRA forms, write the IRS Forms Distribution Center
    for your area as shown in your income tax return instructions.

    Annuity  payments  which begin by April 1 of the year following the year you
    reach  age 70 1/2  satisfy  the  minimum  distribution  requirement  if they
    provide for  non-increasing  payments over your life or the lives of you and
    your spouse,  provided that, if  installments  are  guaranteed,  the maximum
    guaranty period may be less than the applicable life expectancy.

    If you have more  than one IRA,  you must  determine  the  required  minimum
    distribution  separately  for each  IRA;  however,  you can take the  actual
    distribution of these amounts from any one or more of your IRAs.

    If the actual  distribution  from your IRA is less than the  minimum  amount
    that should be distributed in accordance with the rules set forth above, the
    difference  is an  excess  accumulation.  There is a 50%  excise  tax on any
    excess accumulations.

    If you die after your required beginning date, your entire remaining account
    balance  must be  distributed  to your  designated  beneficiary  at least as
    rapidly as under the method of distribution in effect on your date of death.

    If you die before your  required  beginning  date,  the general rule is that
    your entire balance must be distributed within five (5) years of your death.
    However,  if the balance of your IRA  account is payable to your  designated
    beneficiary,  your designated  beneficiary may elect that the amount be paid
    in substantially  equal  installments  over a fixed period not exceeding the
    designated  beneficiary's life expectancy,  beginning no later than December
    31 of the year  following the year in which you died. If your spouse is your
    designated  beneficiary,  such distribution need not commence until December
    31 of the year during which you would have attained 70 1/2 had you survived.
    Alternatively,  if your designated beneficiary is your spouse, he or she may
    elect to treat your IRA as his or her own IRA.

WHAT  HAPPENS  IF  EXCESS  CONTRIBUTIONS ARE  MADE TO  MY  INDIVIDUAL RETIREMENT
ANNUITY?

    1.  You must pay a 6%  excise  tax each year on  excess  contributions  that
        remain  in your  Individual  Retirement  Annuity.  Generally,  an excess
        contribution  is the amount  contributed to your  Individual  Retirement
        Annuity  that is above the  maximum  amount you can  contribute  for the
        year.  The excess is taxed in the year  contributed  and each year after
        that until you correct it.

    2.  You will not have to pay the 6% excise  tax if you  withdraw  the excess
        amount by the date your tax return is due, including extensions, for the
        year of the  contribution.  You do not  have to  include  in your  gross
        income an excess  contribution  that you withdraw  from your  Individual
        Retirement Annuity before your tax return is due if the income earned on
        the excess was also  withdrawn  and no  deduction  was  allowed  for the
        excess contribution.

ARE THERE ANY PENALTIES FOR PREMATURE DISTRIBUTIONS?

    There is an additional  tax on premature  distributions  equal to 10% of the
    amount of the  premature  distribution  that you must  include in your gross
    income. Premature distributions are generally amounts you withdraw from your
    IRA before you are age 59 1/2. However,  the tax on premature  distributions
    does not apply:

    1.  To  distributions  that  are  rolled  over tax free to  another  IRA,  a
        qualified employee benefit plan, or a tax-sheltered annuity.

    2.  To a series of substantially equal periodic payments made over your life
        or life expectancy, or the joint life or life expectancy of you and your
        beneficiary.

    3.  To amounts distributed to a beneficiary,  or the individual's estate, on
        or after the death of the individual.

    4.  If you are  permanently  disabled.  You are  considered  disabled if you
        cannot do any substantial  gainful  activity because of your physical or
        mental  condition.  A physician  must  determine  that the condition has
        lasted or can be expected to last  continuously for 12 months or more or
        that the condition can be expected to lead to death.

    5.  To a  distribution  which does not  exceed  the  amount of your  medical
        expenses  that  could  be  deducted  for the year  (generally  speaking,
        medical  expenses  paid during a year are  deductible to the extent they
        exceed 7 1/2% of your adjusted gross income for the year).

    6.  To a distribution (subject to certain restrictions) that does not exceed
        the premiums you paid for health insurance  coverage for yourself,  your
        spouse,  and  dependents  if  you  have  been  unemployed  and  received
        unemployment compensation for at least 12 weeks.

    7.  To a "qualified  first-time homebuyer  distribution," within the meaning
        of Code 72(t)(8), up to a $10,000 lifetime limit.

    8.  To a  distribution  for  post-secondary  education  costs for you,  your
        spouse,  or  any  child  or  grandchild  of you or  your  spouse  (i.e.,
        "qualified higher education expenses").

IRA EXCISE TAX REPORTING

    Use Form 5329, Return for Individual Retirement Arrangement Taxes, to report
    the  excise  taxes on excess  contributions,  premature  distributions,  and
    excess  accumulations.  If you do not owe any IRA excise  taxes,  you do not
    need Form 5329. Further information can be obtained from any district office
    of the Internal Revenue Service.

BORROWING

    If you borrow money under your Individual Retirement Annuity contract or use
    it as security for a loan,  you must include in gross income the fair market
    value of the Individual  Retirement  Annuity contract as of the first day of
    your tax year,  and the penalty tax on  premature  distributions  may apply.
    (Note:  This  contract  does not allow  borrowings  under it,  nor may it be
    assigned or pledged as collateral for a loan.)

FINANCIAL INFORMATION


    Contributions to your Individual Retirement Annuity contract are not subject
    to sales charges.  A mortality and expense risk charge of 0.55% on an annual
    basis is deducted as described in the attached variable annuity  prospectus.
    (This charge is not deducted with respect to contract value allocated to the
    fixed  interest  account  option.) See the  accompanying  prospectus for the
    underlying  mutual funds for information  about the charges  associated with
    the funds.  Contractowners  who allocate  contract value to the  Subaccounts
    bear a pro rata share of the fees and expenses of the underlying  funds. The
    growth in value of the  Individual  Retirement  Annuity  contract is neither
    guaranteed,  nor projected,  but is based upon the investment  experience of
    the underlying  mutual fund portfolios that correspond to the Subaccounts to
    which you have allocated contract value.


<PAGE>

ROTH INDIVIDUAL RETIREMENT ANNUITY DISCLOSURE STATEMENT
- --------------------------------------------------------------------------------

    This Disclosure Statement describes the statutory and regulatory  provisions
    applicable  to  the  operation  of  Roth  IRAs.   Internal  Revenue  Service
    regulations  require that this be given to each person desiring to establish
    a Roth IRA. Further  information can be obtained from any district office of
    the Internal Revenue Service.

YOUR RIGHT TO REVOKE

    You may  revoke  your Roth IRA  within  seven  days of the date  your  first
    purchase payment is received by Security Benefit Life Insurance Company.  To
    revoke your Roth IRA and receive a refund of the entire amount you paid, you
    must mail or deliver a written notice of revocation,  signed exactly as your
    signature  appears on your variable annuity  application,  to: T. Rowe Price
    Variable  Annuity Service Center,  P.O. Box 750440,  Topeka,  KS 66675-0440,
    1-800-888-2461.

    If you send your  revocation  notice by First Class Mail,  we will  consider
    that you have notified us as of the date of the postmark on the envelope. If
    you send it by Certified or Registered Mail, you will have notified us as of
    the  certification  or  registration  date on the label. In either case, the
    revocation  notice  must be properly  addressed  and  mailed,  with  postage
    prepaid.  Upon receipt of a timely revocation  notice,  the entire amount of
    your  contribution  will be  returned to you  without  adjustment  for sales
    commissions, administrative fees or market value fluctuation.

WHAT ARE THE REQUIREMENTS?

    A Roth IRA contract must meet the following requirements:

    1.  The amount in your Roth IRA must be fully vested at all times.

    2.  The contract must provide that you cannot transfer it to someone else.

    3.  The contract must have flexible premiums.

    4.  If you  die  before  your  entire  interest  in the  contract  has  been
        distributed, your beneficiary may need to receive distributions within a
        specified time frame (see "Required Minimum Distributions" below).

    5.  The contract  must provide that you cannot  contribute  more than $2,000
        for any year.  This  requirement  does not apply to  qualified  rollover
        contributions. (See "Rollovers and Direct Transfers" below).

    6.  The  contract  must  provide  that any refund of premium will be applied
        before  the  close of the  calendar  year  following  the year of refund
        toward the  payment of future  premiums or the  purchase  of  additional
        benefits.

    The Roth IRA contract contains the provisions  described above. The contract
    has not, however, been approved as to form by the Internal Revenue Service.

ROLLOVERS AND DIRECT TRANSFERS

    1.  You may make a qualified  rollover  contribution  to this  contract from
        another Roth IRA or from a traditional IRA, and such a contribution will
        not count toward the annual limit on contributions to the contract.  You
        may make a qualified  rollover  contribution from a traditional IRA only
        if your  modified  adjusted  gross  income  for the  year in  which  the
        rollover will occur is $100,000 or less, and if you are married, you and
        your spouse  have joint  income of $100,000 or less and you file a joint
        income  tax return for the year in which the  rollover  occurs.  You and
        your  spouse  will  not be  subject  to  the  requirements  for  married
        individuals if you have lived apart for the entire year of contribution.


    2.  The amount distributed from your traditional IRA and rolled over will be
        subject to federal  income  taxes,  except to the  extent  such  amounts
        relate to nondeductible contributions.  However, if the distribution was
        made before 1999, the amount to be included in your taxable income would
        be evenly divided over a four-year  period. If you die before the end of
        the  four-year  period,  the amount that was not included at the time of
        your death in your income because you elected to divide your income over
        a four-year  period must be included in your final  return,  unless your
        spouse is the sole  beneficiary of all your Roth IRAs. If your spouse is
        the sole  beneficiary  of all your Roth IRAs, he or she will continue to
        include  the  amounts  converted  from  your  traditional  IRA  over the
        four-year period. If you become divorced during the four-year period, or
        you are  married  and file a  separate  income  tax  return  during  the
        four-year  period,  you  must  continue  to  recognize  income  over the
        four-year period.


    3.  You must  complete a  qualified  rollover  contribution  by the 60th day
        after the date you receive the distribution from your IRA.

    4.  A direct  transfer of funds in a Roth IRA or a traditional  IRA from one
        trustee  or  insurance  company to this Roth IRA does not  constitute  a
        rollover.

    5.  You may make a direct  transfer  of funds in a  traditional  IRA to this
        Roth IRA.

    6.  You may not make a rollover  contribution  from a  qualified  pension or
        profit-sharing  plan or  tax-sheltered  annuity  to  this  Roth  IRA.  A
        distribution  from this Roth IRA may be used as a rollover  contribution
        to another Roth IRA.  You may not  transfer a Roth IRA to a  traditional
        IRA.

    7.  You  may  not  rollover   minimum  required   distributions   from  your
        traditional IRA into this Roth IRA.

    8.  A  rollover  contribution  from one IRA to  another  IRA,  other  than a
        qualified  rollover  contribution  from a traditional IRA to a Roth IRA,
        may be made only once a year. The one-year period begins on the date you
        receive the distribution from the first IRA, not on the date you roll it
        over (reinvest it) into another IRA. A conversion from a traditional IRA
        to a Roth IRA is not treated as a rollover  for purposes of the one-year
        rule.

AMOUNT OF ANNUAL CONTRIBUTION

    1.  In general,  the amount you can contribute  each year to the contract is
        the lesser of $2,000 or your taxable  compensation  for the year. If you
        have more than one IRA  (either a Roth IRA or a  traditional  IRA),  the
        limit applies to the total contributions made to your IRAs for the year.
        Wages, salaries,  tips, professional fees, bonuses and other amounts you
        receive for providing personal services are compensation. If you own and
        operate  your own  business  as a sole  proprietor,  your  net  earnings
        reduced by your deductible contributions on your behalf to self-employed
        retirement  plans is  compensation.  If you are an active  partner  in a
        partnership  and  provide  services  to the  partnership,  your share of
        partnership  income  reduced by  deductible  contributions  made on your
        behalf  to  qualified  retirement  plans is  compensation.  All  taxable
        alimony and separate  maintenance  payments  received  under a decree of
        divorce or separate maintenance are compensation.

    2.  No amount you  contribute to the contract will be deductible for federal
        income tax purposes.

    3.  Contributions  to your Roth IRA can be made at any  time.  If you make a
        contribution  between January 1 and April 15, however,  you may elect to
        treat the  contribution  as made either in that year or in the preceding
        year.

    4.  If both you and your spouse have  compensation  you can each set up your
        own Roth IRA. The contribution for each of you is figured separately and
        depends on how much each earns.  Both of you cannot  participate  in the
        same Roth IRA or contract.

    5.  If you and your spouse file a joint federal  income tax return,  each of
        you may  contribute  up to $2,000 to your own Roth IRA  annually if your
        joint  income  is  $4,000  or  more.   The  maximum  amount  the  higher
        compensated  spouse may  contribute for the year is the lesser of $2,000
        or 100% of that spouse's compensation. The maximum the lower compensated
        spouse may  contribute  is the lesser of (i) $2,000 or (ii) 100% of that
        spouse's  compensation  plus the amount by which the higher  compensated
        spouse's  compensation  exceeds the amount the higher compensated spouse
        contributes to his or her Roth IRA.

    6.  Your maximum annual  contribution  amount shall be phased-out if you are
        single and have an adjusted gross income  between  $95,000 and $110,000,
        or if you are married  and you and your spouse have a combined  adjusted
        gross income  between  $150,000 and $160,000 in accordance  with Section
        ss.408A(c)(3) of the Internal Revenue Code (the "Code").

TAX STATUS OF DISTRIBUTIONS

    1.  Since your  contributions  to the contract  will be made with  after-tax
        dollars, when your contributions are distributed to you they will not be
        subject to federal income tax.  Distributions  from the contract will be
        considered  as coming  first from your  contributions  and then from the
        earnings on your contributions.  You will owe no federal income tax when
        earnings on your contributions are distributed to you, provided they are
        distributed in a "qualified distribution."

    2.  "Qualified  distributions"  from the  contract  will not be  subject  to
        federal  income tax or the additional  10% early  withdrawal  tax. To be
        qualified, a distribution must:

        (a) occur after the five-year  period  beginning on the first day of the
            year you made your initial contribution to the contract, and

        (b) must be:

            (1) made on or after the date on which you attain age 59 1/2;

            (2) made to a beneficiary (or your estate) on or after your death;

            (3) attributable to your being disabled; or

            (4) a  distribution  to  pay  for  "qualified  first-time  homebuyer
                expenses" under Code Section 72(t)(8) up to $10,000.


    3.  You will owe federal  income tax,  and perhaps an  additional  10% early
        withdrawal tax, as a result of obtaining a "nonqualified  distribution."
        A  nonqualified  distribution  is subject to federal  income tax and the
        early withdrawal tax to the extent that the sum of the distribution PLUS
        all  other  distributions  from  the  Roth  IRA  (whether  qualified  or
        nonqualified) MINUS the amount of your previous  distributions that were
        taxable EXCEEDS your contribution to all of your Roth IRAs.

    4.  Your surviving  spouse will be treated as the owner of your Roth IRA for
        purposes  of  determining  whether  a  distribution  is a  "nonqualified
        distribution."  This means that a distribution to your surviving  spouse
        from your Roth IRA will be satisfied only if the above  requirements are
        satisfied with respect to your  surviving  spouse.  However,  the period
        during  which  you held the Roth IRA prior to your  death  will be taken
        into  account  for  purposes  of  determining  whether  your  spouse has
        satisfied the five-year requirement in 2(a) above.

    5.  Amounts held in Roth IRAs are  generally  subject to the  imposition  of
        federal  estate  taxes.  If you  elect  to have  all or any part of your
        account payable to a beneficiary (or beneficiaries) upon your death, the
        election generally will not subject you to any gift tax liability.

    6.  Taxable  distributions  from a Roth  IRA are not  eligible  for  special
        five-year or ten-year averaging that may apply to lump sum distributions
        from qualified employer retirement plans.

    7.  Distributions that are rolled over as a qualified rollover  contribution
        to another Roth IRA will be treated as a "qualified distribution."

    8.  Substantially  equal periodic payments from a Roth IRA that was formerly
        a  traditional  IRA from which you were  receiving  substantially  equal
        periodic  payments  will  be  treated  as  nonqualified   distributions.
        However,  such  distributions  will not be subject to the 10% penalty on
        premature distributions (see below).

REQUIRED MINIMUM DISTRIBUTIONS

    1.  You are not required to receive required minimum distributions from your
        Roth IRA during your lifetime.

    2.  If you die  before  the  entire  balance  in  your  Roth  IRA  has  been
        distributed,  the  general  rule  is that  the  entire  balance  must be
        distributed within five (5) years of your death. However, if the balance
        in your Roth IRA account is payable to your designated beneficiary,  you
        may elect or your  designated  beneficiary  may elect that the amount be
        paid  in  substantially  equal  installments  over a  fixed  period  not
        exceeding the designated  beneficiary's  life  expectancy,  beginning no
        later than December 31 of the year following the year in which you died.
        If your spouse is the sole  designated  beneficiary  of your Roth IRA on
        your  date of death,  these  rules do not apply and the Roth IRA will be
        treated as your spouse's IRA, and no distributions  from the Roth IRA to
        your spouse will be required during your spouse's lifetime.


    3.  Life  expectancies  are determined  using the expected  return  multiple
        tables   shown   in   IRS   Publication   590   "Individual   Retirement
        Arrangements."  To obtain a free copy of IRS Publication  590, write the
        IRS Forms Distribution  Center for your area as shown in your income tax
        return instructions.

    4.  If the actual  distribution  from your Roth IRA is less than the minimum
        amount that should be distributed in accordance with the rules set forth
        above, the difference is subject to a 50% excise tax.

WHAT HAPPENS IF EXCESS CONTRIBUTIONS ARE MADE TO MY ROTH IRA?

    1.  You must pay a 6% excise tax if you make  excess  contributions  to your
        Roth IRA. Generally, an excess contribution is the amount contributed to
        your Roth IRA that is above the maximum  amount you can  contribute  for
        the year.

    2.  You will not have to pay the 6% excise  tax if you  withdraw  the excess
        amount, plus the net income on those excess  contributions,  by the date
        your  tax  return  is due,  including  extensions,  for the  year of the
        contribution.  The net  earnings on these excess  contributions  will be
        included  in your  income for the year in which the  contributions  were
        made.

    3.  If  your   excess   contributions,   plus  the  net   income   on  those
        contributions, are distributed AFTER the due date of your tax return for
        the year of  contribution,  the earnings on those  contributions  may be
        subject   to  federal   income   tax  and  the  10%  tax  on   premature
        distributions.  However, if you choose to leave the excess contributions
        in your Roth IRA after the due date of your  income  tax  return for the
        year of contribution, the excess contributions will be treated as deemed
        Roth  IRA   contributions  for  subsequent  years,  to  the  extent  you
        contribute less than $2,000 for those subsequent years.

ARE THERE ANY PENALTIES FOR PREMATURE DISTRIBUTIONS?

    There is an additional  tax on premature  distributions  which are part of a
    nonqualified  distribution  equal  to  10% of the  amount  of the  premature
    distribution that you must include in your gross income. (See the discussion
    above on the "Tax Status of  Distributions.")  Premature  distributions  are
    generally amounts you withdraw from your Roth IRA before you are age 59 1/2.
    Distributions  to  your  surviving  spouse  will  be  treated  as  premature
    distributions if your surviving spouse withdraws  amounts from your Roth IRA
    before he or she is 59 1/2. However, the tax on premature distributions does
    not apply:

    1.  To distributions  that constitute  qualified  rollover  contributions to
        another Roth IRA.

    2.  To a series of substantially equal periodic payments made over your life
        or life  expectancy,  or the  joint  life  expectancy  of you  and  your
        beneficiary.

    3.  To amounts  distributed  to a beneficiary,  or your estate,  on or after
        your death.

    4.  If you are  permanently  disabled.  You are  considered  disabled if you
        cannot do any substantial  gainful  activity because of your physical or
        mental  condition.  A physician  must  determine  that the condition has
        lasted or can be expected to last  continuously for 12 months or more or
        the condition can be expected to lead to death.

    5.  To a  distribution  which does not  exceed  the  amount of your  medical
        expenses  that  could  be  deducted  for the year  (generally  speaking,
        medical  expenses  paid during a year are  deductible to the extent they
        exceed 7 1/2% of your adjusted gross income for the year).

    6.  To a distribution (subject to certain restrictions) that does not exceed
        the premiums you paid for health insurance  coverage for yourself,  your
        spouse  and  dependents  if  you  have  been   unemployed  and  received
        unemployment compensation for at least 12 weeks.

    7.  To a "qualified  first-time homebuyer  distribution," within the meaning
        of Code Section 72(t)(8), up to $10,000.

    8.  To a  distribution  for  post-secondary  education  costs for you,  your
        spouse or any child or grandchild of you or your spouse.

IRA EXCISE TAX REPORTING

    Use Form 5329, Return for Individual Retirement Arrangement Taxes, to report
    the excise taxes on excess contributions and premature distributions. If you
    do not owe any excise taxes, you do not need Form 5329. Further  information
    can be obtained from any district office of the Internal Revenue Service.

TRANSACTIONS WITH YOUR ROTH IRA

    If you engage in a so-called  prohibited  transaction  with  respect to your
    Roth IRA, the IRA will lose its exemption from tax. In this event,  you will
    be  taxed  on the  fair  market  value  of the  contract  even if you do not
    actually receive a distribution.  In addition,  if you are less than 59 1/2,
    your taxes may be further  increased  by a penalty tax in an amount equal to
    10% of the fair market value of the contract.  These prohibited transactions
    include  borrowing  money from your Roth IRA, using your Roth IRA account as
    security for a loan or a number of other  financial  transactions  with your
    Roth IRA.  If you  pledge  your Roth IRA as  security  for a loan,  then the
    amount or portion  pledged is considered to be  distributed  to you and also
    must be included in your gross income.  (Note:  This contract does not allow
    borrowings  under it, nor may it be assigned or pledged as collateral  for a
    loan.)

FINANCIAL INFORMATION


    Contributions to your Roth IRA contract are not subject to sales charges.  A
    mortality and expense risk charge of 0.55% on an annual basis is deducted as
    described in the attached variable annuity  prospectus.  (This charge is not
    deducted  with respect to contract  value  allocated  to the fixed  interest
    account option.) See the accompanying  prospectus for the underlying  mutual
    funds  for  information  about  the  charges   associated  with  the  funds.
    Contractowners  who allocate  contract value to the  Subaccounts  bear a pro
    rata share of the fees and expenses of the underlying  funds.  The growth in
    value of the Roth IRA contract is neither guaranteed,  nor projected, but is
    based  upon  the  investment   experience  of  the  underlying  mutual  fund
    portfolios  that  correspond to the  Subaccounts to which you have allocated
    contract value.


    IMPORTANT:  The discussion of the tax rules for Roth IRAs in this Disclosure
    Statement is based upon the best available  information.  However, the rules
    that apply to Roth IRAs,  including  those  applicable to the conversion and
    reconversion  of  IRAs,  are  complex  and may  have  consequences  that are
    specific to your personal tax or financial situation.  Therefore, you should
    consult  your tax advisor for the latest  developments  and for advice about
    how  maintaining  a Roth IRA will  affect  your  personal  tax or  financial
    situation.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------


T. ROWE PRICE NO-LOAD VARIABLE ANNUITY
T. ROWE PRICE NO-LOAD IMMEDIATE VARIABLE ANNUITY
STATEMENT OF ADDITIONAL INFORMATION


DATE: MAY 1, 2000


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



This Statement of Additional  Information is not a prospectus and should be read
in  conjunction  with the  current  Prospectus  for the T.  Rowe  Price  No-Load
Variable Annuity or the T. Rowe Price No-Load  Immediate  Variable Annuity dated
May 1, 2000.  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>
CONTENTS

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

    General Information and History                                            3
    ----------------------------------------------------------------------------
    Distribution of the Contract                                               3
    ----------------------------------------------------------------------------
    Limits on Premiums Paid Under Tax-Qualified Retirement Plans               3
    ----------------------------------------------------------------------------
    Experts                                                                    4
    ----------------------------------------------------------------------------
    Performance Information                                                    4
    ----------------------------------------------------------------------------
    Financial Statements                                                       6
    ----------------------------------------------------------------------------
<PAGE>
GENERAL INFORMATION AND HISTORY
- --------------------------------------------------------------------------------
    For a description  of the  Individual  Flexible  Premium  Deferred  Variable
    Annuity  Contract or the Single  Premium  Immediate  Variable  Annuity (each
    referred  to herein as the  "Contract"),  Security  Benefit  Life  Insurance
    Company (the "Company"), and the T. Rowe Price Variable Annuity Account (the
    "Separate  Account"),  see the  appropriate  Prospectus.  This  Statement of
    Additional Information contains information that supplements the information
    in the  respective  Prospectuses.  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 Securities 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 Contract 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.  Investment Services, or
    an  affiliate   thereof,   however,   may  receive   compensation   for  the
    administrative services it provides to the Company under other agreements.

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

SECTION 408

    Premiums (other than rollover  contributions)  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 IRAs under  Section  219(b) of the Internal  Revenue Code.
    Under  Section  219(b)  of the  Code,  contributions  (other  than  rollover
    contributions) to an IRA are limited to the lesser of $2,000 per year or the
    Owner's annual earned income. An additional $2,000 may be contributed if the
    Owner has a spouse  with little or no earned  income 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
    type of IRA (Traditional or Roth) and the modified gross income of the Owner
    and his or her  spouse  for the  year and  whether  either  participates  in
    another employer-sponsored retirement plan.

    Premiums  under a Contract  used in  connection  with a simplified  employee
    pension  plan  described  in Section 408 of the  Internal  Revenue  Code are
    subject to limits under Section 402(h) of the Internal Revenue Code. Section
    402(h)  currently  limits  employer   contributions   and  salary  reduction
    contributions (if permitted) under a simplified employee pension plan to the
    lesser of (a) 15% of the compensation of the participant in the Plan, or (b)
    $30,000. Salary reduction  contributions,  if any, are subject to additional
    annual limits.  Salary reduction  simplified  employee pensions  ("SARSEPs")
    have been repealed;  however,  SARSEPs established prior to January 1, 1997,
    may continue to receive contributions.

EXPERTS
- --------------------------------------------------------------------------------

    Ernst & Young LLP, independent  auditors,  perform certain auditing services
    for  Security  Benefit  Life  Insurance  Company  and  Subsidiaries  and the
    Separate Account. The consolidated  financial statements of Security Benefit
    Life Insurance  Company and  Subsidiaries at December 31, 1999 and 1998, and
    for each of the three  years in the period  ended  December  31,  1999,  are
    contained in this Statement of Additional Information.  Financial statements
    of the Separate  Account as of December  31,  1999,  and for the years ended
    December  31,  1999  and  1998,  are  also  included  in this  Statement  of
    Additional  Information.  These  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


    For the  seven-day  period ended  December 31, 1999,  the yield of the Prime
    Reserve  Subaccount was 5.03% and the effective  yield of the Subaccount was
    5.16%.


    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:

                           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, 1999, the yield of the Limited-Term
    Bond Subaccount was 5.64%.


    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 1, 5, or 10 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  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.

- --------------------------------------------------------------------------------
                                                 AVERAGE ANNUAL TOTAL RETURN
                                                   AS OF DECEMBER 31, 1999
                                         ---------------------------------------
                                                          FROM DATE OF INCEPTION
     SUBACCOUNT                            ONE-YEAR            (APRIL 3, 1995)
- --------------------------------------------------------------------------------
     International                          32.56%                  15.72%
     New America Growth                     12.10                   21.78
     Mid-Cap Growth                         23.08                   20.85*
     Equity Income                           3.23                   17.02
     Personal Strategy Balanced              7.76                   15.04
     Limited-Term Bond                       0.32                    4.62
- --------------------------------------------------------------------------------
     *Average  annual  total  return from Mid-Cap  Growth  Subaccount's  date of
      inception, December 31, 1996.
- --------------------------------------------------------------------------------

    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 that  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 that
    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 that 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 Account 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, (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,  and (iii)  personal or
    general hypothetical illustrations of accumulation and payout period Account
    Values and annuity  payments.  From time to time information may be provided
    in advertising,  sales literature and other written  material  regarding the
    appropriateness  of the various annuity options as well as their  advantages
    and disadvantages to contractholders and prospective investors.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

    The  consolidated  financial  statements of Security  Benefit Life Insurance
    Company and  Subsidiaries at December 31, 1999 and 1998, and for each of the
    three  years  in the  period  ended  December  31,1999,  and  the  financial
    statements of the Separate  Account at December 31, 1999,  and for the years
    ended December 31, 1999 and 1998, are set forth herein, starting on page 7.

    The  consolidated  financial  statements of Security  Benefit Life Insurance
    Company and Subsidiaries, which are included in this Statement of Additional
    Information, should be considered only as bearing on the ability of Security
    Benefit Life  Insurance  Company and  Subsidiaries  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

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

    Report of Independent Auditors                                             7
    ----------------------------------------------------------------------------
    Audited Financial Statements

    Balance Sheet                                                              8
    ----------------------------------------------------------------------------
    Statements of Operations and Changes in Net Assets                         9
    ----------------------------------------------------------------------------
    Notes to Financial Statements                                             11
    ----------------------------------------------------------------------------
<PAGE>
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  individual and combined balance sheets of
    T. Rowe Price Variable Annuity Account  (comprised of the individual  series
    as indicated therein) as of December 31, 1999, and the related statements of
    operations and changes in net assets for each of the two years in the period
    then ended.  These financial  statements are the  responsibility of Security
    Benefit  Life  Insurance  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  auditing  standards  generally
    accepted in the United  States.  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, 1999, by correspondence with the transfer agent. An
    audit also includes assessing the accounting principles used and significant
    estimates  made by management as well as  evaluating  the overall  financial
    statement  presentation.  We believe  that our audits  provide a  reasonable
    basis for our opinion.

    In our opinion,  the financial  statements referred to above present fairly,
    in all material respects,  the individual and combined financial position of
    the individual  series of T. Rowe Price Variable Annuity Account at December
    31, 1999, and the individual  and combined  results of their  operations and
    changes in their net  assets  for each of the two years in the  period  then
    ended in conformity with  accounting  principles  generally  accepted in the
    United States.

                                                               Ernst & Young LLP

    Kansas City, Missouri
    February 4, 2000

<PAGE>

T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

BALANCE SHEET

                                                               DECEMBER 31, 1999
                                                         (DOLLARS IN THOUSANDS -
                                               EXCEPT PER SHARE AND UNIT VALUES)
ASSETS
Investments:

  T. Rowe Price Portfolios:

  New America Growth Portfolio - 2,023,486 shares at net
    asset value of $26.18 per share (cost, $45,054).................   $  52,974

  International Stock Portfolio - 1,642,889 shares at
    net asset value of $19.04 per share (cost, $23,241).............      31,281

  Equity Income Portfolio - 3,570,581 shares at net
    asset value of $18.73 per share (cost, $67,476) ................      66,877

  Personal Strategy Balanced Portfolio - 1,471,786 shares
    at net asset value of $16.00 per share (cost, $23,173) .........      23,549

  Limited-Term Bond Portfolio - 1,869,014 shares at
    net asset value of $4.79 per share (cost, $9,339) ..............       8,953

  Mid-Cap Growth Portfolio - 1,756,029 shares at net
    asset value of $17.46 per share (cost, $24,725) ................      30,660

  Prime Reserve Portfolio - 18,501,741 shares at net
    asset value of $1.00 per share (cost, $18,502) .................      18,502
                                                                         -------

Combined assets.....................................................    $232,796
                                                                         =======

LIABILITIES AND NET ASSETS
Mortality guarantee payable...........                                        $2
                                          NUMBER     UNIT
                                         OF UNITS    VALUE     AMOUNT
                                         ---------------------------------------
Net assets are represented by
(Note 3):

  New America Growth Subaccount:
    Accumulation units................   2,069,472   $24.91   $51,552
    Annuity reserves..................      56,976    24.91     1,419     52,971
                                                              -------
  International Stock Subaccount:
    Accumulation units................   1,556,280    19.83    30,859
    Annuity reserves..................      21,317    19.83       423     31,282
                                                              -------
  Equity Income Subaccount:
    Accumulation units................   3,159,785    21.07    66,592
    Annuity reserves..................      13,535    21.07       285     66,877
                                                              -------
  Personal Strategy Balanced
  Subaccount:
    Accumulation units................   1,207,707    19.44    23,481
    Annuity reserves..................       3,474    19.44        68     23,549
                                                              -------
  Limited-Term Bond Subaccount:
    Accumulation units................     718,369    12.28     8,821
    Annuity reserves..................      10,746    12.28       132      8,953
                                                              -------
  Mid-Cap Growth Subaccount:
    Accumulation units................   1,730,183    17.47    30,221
    Annuity reserves..................      25,112    17.47       439     30,660
                                                              -------
  Prime Reserve Subaccount:
    Accumulation units................   1,614,807    11.44    18,477
    Annuity reserves..................       2,251    11.44        25     18,502
                                                              ------------------
Combined net assets...................                                   232,794
                                                                        --------
Combined liabilities and net assets...                                  $232,796
                                                                        ========

See accompanying notes.
<PAGE>
T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31, 1999
                                                                                                     (IN THOUSANDS)

                                                                                                       PERSONAL
                                                          NEW AMERICA   INTERNATIONAL     EQUITY       STRATEGY
                                                             GROWTH         STOCK         INCOME       BALANCED
                                                           SUBACCOUNT    SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
                                                         -----------------------------------------------------------
<S>                                                      <C>             <C>            <C>           <C>
Dividend distributions.................................  $        ---    $     112      $   1,326     $     706
Expenses (NOTE 2):
   Mortality and expense risk fee......................         (277)         (136)          (389)         (130)
                                                         -----------------------------------------------------------
Net investment income (loss)...........................         (277)          (24)           937           576

Capital gain distributions.............................        3,052           354          2,950         1,361
Realized gain (loss) on investments....................        4,537         1,203          3,804           978
Unrealized appreciation (depreciation) on investments..       (1,476)        6,053         (5,591)       (1,146)
                                                         -----------------------------------------------------------
Net realized and unrealized gain (loss) on investments.        6,113         7,610          1,163         1,193
                                                         -----------------------------------------------------------

Net increase in net assets resulting from operations...        5,836         7,586          2,100         1,769
Net assets at beginning of year........................       51,590        23,475         70,234        22,714
Variable annuity deposits (NOTES 2 AND 3)..............        9,207         5,823         12,166         4,966
Terminations and withdrawals (NOTES 2 AND 3)...........      (13,598)       (5,592)       (17,507)       (5,897)
Annuity payments (NOTES 2 AND 3).......................          (61)          (11)          (119)           (3)
Net mortality guarantee transfer.......................           (3)            1              3           ---
                                                         -----------------------------------------------------------
Net assets at end of year..............................     $ 52,971       $31,282       $ 66,877       $23,549
                                                         ===========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                            LIMITED-                      PRIME
                                                           TERM BOND   MID-CAP GROWTH    RESERVE
                                                           SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     COMBINED
                                                         -----------------------------------------------------------
<S>                                                         <C>            <C>           <C>           <C>
Dividend distributions.................................     $    554       $       ---   $    784      $  3,482
Expenses (NOTE 2):
   Mortality and expense risk fee......................          (55)         (136)           (90)       (1,213)
                                                         -----------------------------------------------------------
Net investment income (loss)...........................          499          (136)           694         2,269

Capital gain distributions.............................          ---           312            ---         8,029
Realized gain (loss) on investments....................          (50)        1,985            ---        12,457
Unrealized appreciation (depreciation) on investments..         (429)        3,383            ---           794

                                                         -----------------------------------------------------------
Net realized and unrealized gain (loss) on investments.         (479)        5,680            ---        21,280
                                                         -----------------------------------------------------------

Net increase in net assets resulting from operations...           20         5,544            694        23,549
Net assets at beginning of year........................       11,485        21,643         15,024       216,165
Variable annuity deposits (NOTES 2 AND 3)..............        2,385        11,227         16,127        61,901
Terminations and withdrawals (NOTES 2 AND 3)...........       (4,936)       (7,749)       (13,341)      (68,620)
Annuity payments (NOTES 2 AND 3).......................           (2)           (5)            (3)         (204)
Net mortality guarantee transfer.......................            1           ---              1             3
                                                         -----------------------------------------------------------
Net assets at end of year..............................     $  8,953       $30,660       $ 18,502      $232,794
                                                         ===========================================================
</TABLE>

See accompanying notes.
<PAGE>
T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

Statement of Operations and Changes in Net Assets
<TABLE>
<CAPTION>
                                                                                       YEAR ENDED DECEMBER 31, 1998
                                                                                                     (IN THOUSANDS)

                                                                                                       PERSONAL
                                                          NEW AMERICA   INTERNATIONAL     EQUITY       STRATEGY
                                                             GROWTH         STOCK         INCOME       BALANCED
                                                           SUBACCOUNT    SUBACCOUNT     SUBACCOUNT    SUBACCOUNT
                                                         -----------------------------------------------------------
<S>                                                         <C>            <C>           <C>            <C>
Dividend distributions.................................     $     ---      $   271       $  1,403       $   603
Expenses (NOTE 2):
   Mortality and expense risk fee......................         (251)         (123)          (378)         (106)
                                                         -----------------------------------------------------------
Net investment income (loss)...........................         (251)          148          1,025           497


Capital gain distributions.............................        1,019            94          2,162           810
Realized gain on investments...........................        3,409           798          6,302           920
Unrealized appreciation (depreciation) on investments..        2,861         1,970         (4,068)          206
                                                         -----------------------------------------------------------
Net realized and unrealized gain on investments........        7,289         2,862          4,396         1,936
                                                         -----------------------------------------------------------
Net increase in net assets resulting from operations...        7,038         3,010          5,421         2,433
Net assets at beginning of year........................       39,153        20,472         65,084        15,625
Variable annuity deposits (NOTES 2 AND 3)..............       17,228         5,717         22,321         8,764
Terminations and withdrawals (NOTES 2 AND 3)...........      (11,826)       (5,720)       (22,547)       (4,105)
Annuity payments (NOTES 2 AND 3).......................           (2)           (4)           (42)           (3)
Net mortality guarantee transfer.......................           (1)          ---             (3)          ---
                                                         -----------------------------------------------------------
Net assets at end of year..............................     $ 51,590       $23,475       $ 70,234       $22,714
                                                         ===========================================================
</TABLE>

<TABLE>
<CAPTION>
                                                            LIMITED-                      PRIME
                                                           TERM BOND   MID-CAP GROWTH    RESERVE
                                                           SUBACCOUNT    SUBACCOUNT     SUBACCOUNT     COMBINED
                                                         -----------------------------------------------------------
<S>                                                          <C>           <C>           <C>           <C>
Dividend distributions.................................      $   500       $    ---      $    651      $  3,428
Expenses (NOTE 2):
   Mortality and expense risk fee......................          (49)          (93)           (70)       (1,070)
                                                         -----------------------------------------------------------
Net investment income (loss)...........................          451           (93)           581         2,358


Capital gain distributions.............................           22           311            ---         4,418
Realized gain on investments...........................           92         1,748            ---        13,269
Unrealized appreciation (depreciation) on investments..           (3)        1,129            ---         2,095
                                                         -----------------------------------------------------------
Net realized and unrealized gain on investments........          111         3,188            ---        19,782
                                                         -----------------------------------------------------------
Net increase in net assets resulting from operations...          562         3,095            581        22,140
Net assets at beginning of year........................        7,287        13,009          8,068       168,698
Variable annuity deposits (NOTES 2 AND 3)..............        8,087        13,294         26,964       102,375
Terminations and withdrawals (NOTES 2 AND 3)...........       (4,449)       (7,755)       (20,586)      (76,988)
Annuity payments (NOTES 2 AND 3).......................           (2)          ---             (3)          (56)
Net mortality guarantee transfer.......................          ---           ---            ---            (4)
                                                         -----------------------------------------------------------
Net assets at end of year..............................      $11,485       $21,643       $ 15,024      $216,165
                                                         ===========================================================
</TABLE>
See accompanying notes.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

DECEMBER 31, 1999 AND 1998

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 seven  subaccounts.  Each
    subaccount invests  exclusively in shares of a single  corresponding  mutual
    fund or series  thereof.  Purchase  payments  received  by the  Account  are
    invested in one of the portfolios of 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
    primarily  in  common  stocks of  domestic  companies,  International  Stock
    Portfolio  -  emphasis  on  long-term  capital  growth  through  investments
    primarily 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,
    Limited-Term  Bond  Portfolio  -  emphasis  on income  with  moderate  price
    fluctuation   by  investing   primarily  in  short-  and   intermediate-term
    investment-grade  debt  securities,  Mid-Cap Growth  Portfolio - emphasis on
    long-term  capital  appreciation  through  investments  primarily  in common
    stocks of  medium-sized  growth  companies  and Prime  Reserve  Portfolio  -
    emphasis on preservation of capital and liquidity while  generating  current
    income by investing primarily in high-quality money market 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 for the
    years ended December 31 were as follows:

<TABLE>
<CAPTION>
                                                             1999                         1998
                                                   -----------------------------------------------------
                                                    COST OF       PROCEEDS       C0ST OF       PROCEEDS
                                                   PURCHASES     FROM SALES     PURCHASES     FROM SALES
                                                   -----------------------------------------------------
                                                                      (IN THOUSANDS)
    <S>                                             <C>           <C>            <C>           <C>
    New America Growth Portfolio................    $13,148       $14,825        $18,940       $12,773
    International Stock Portfolio...............      6,787         6,237          6,348         6,113
    Equity Income Portfolio.....................     17,827        19,400         26,941        24,022
    Personal Strategy Balanced Portfolio........      7,587         6,584         10,669         4,706
    Limited-Term Bond Portfolio.................      3,066         5,119          8,752         4,643
    Mid-Cap Growth Portfolio....................     12,607         8,958         14,083         8,326
    Prime Reserve Portfolio.....................     17,623        14,145         28,398        21,442
</TABLE>

    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

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

    USE OF ESTIMATES

    The  preparation  of financial  statements  in  conformity  with  accounting
    principles  generally  accepted in the United States 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 0.55% of the  average  daily net assets of
    each account.

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

3.  SUMMARY OF UNIT TRANSACTIONS

                                                                  UNITS
                                                          ----------------------
                                                          YEAR ENDED DECEMBER 31
                                                            1999            1998
                                                          ----------------------
                                                              (IN THOUSANDS)
    New America Growth Subaccount:
       Variable annuity deposits.........................    453             827
       Terminations, withdrawals and annuity payments....    598             587

    International Stock Subaccount:
       Variable annuity deposits.........................    372             397
       Terminations, withdrawals and annuity payments....    351             404

    Equity Income Subaccount:
       Variable annuity deposits.........................    569           1,132
       Terminations, withdrawals and annuity payments....    835           1,148

    Personal Strategy Balanced Subaccount:
       Variable annuity deposits.........................    270             520
       Terminations, withdrawals and annuity payments....    318             245

    Limited-Term Bond Subaccount:
       Variable annuity deposits.........................    202             667
       Terminations, withdrawals and annuity payments....    400             367

    Mid-Cap Growth Subaccount:
       Variable annuity deposits.........................    763           1,029
       Terminations, withdrawals and annuity payments....    516             621

    Prime Reserve Subaccount:
       Variable annuity deposits.........................  1,442           2,510
       Terminations, withdrawals and annuity payments....  1,195           1,910
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

CONTENTS
- --------------------------------------------------------------------------------

    Report of Independent Auditors                                            15
    ----------------------------------------------------------------------------
    Audited Consolidated Financial Statements

    Consolidated Balance Sheets                                               16
    ----------------------------------------------------------------------------
    Consolidated Statements of Income                                         17
    ----------------------------------------------------------------------------
    Consolidated Statements of Changes in Stockholder's Equity                18
    ----------------------------------------------------------------------------
    Consolidated Statements of Cash Flows                                     19
    ----------------------------------------------------------------------------
    Notes to Consolidated Financial Statements                                21
    ----------------------------------------------------------------------------

<PAGE>
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

    The Board of Directors
    Security Benefit Life Insurance Company

    We have audited the  accompanying  consolidated  balance  sheets of Security
    Benefit Life Insurance Company and Subsidiaries  (the Company),  an indirect
    wholly-owned  subsidiary of Security Benefit Mutual Holding  Company,  as of
    December  31, 1999 and 1998,  and the  related  consolidated  statements  of
    income, changes in stockholder's equity and cash flows for each of the three
    years in the period ended December 31, 1999. 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  auditing  standards  generally
    accepted in the United  States.  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, 1999 and
    1998, and the consolidated  results of their operations and their cash flows
    for each of the three  years in the  period  ended  December  31,  1999,  in
    conformity  with  accounting  principles  generally  accepted  in the United
    States.

                                                               Ernst & Young LLP

    Kansas City, Missouri
    February 4, 2000
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

                                                              DECEMBER 31
                                                        1999            1998
                                                       -------------------------
                                                            (IN THOUSANDS)
ASSETS
Investments:
   Securities available-for-sale:
     Fixed maturities................................  $2,292,899     $2,142,032
     Equity securities...............................     302,613        158,291
   Fixed maturities held-to-maturity.................     157,772        264,283
   Equity securities, trading........................      14,925         10,917
   Mortgage loans....................................      23,468         57,400
   Real estate.......................................         834          2,875
   Policy loans......................................      91,800         88,385
   Cash..............................................      17,785         28,419
   Short-term investments............................      18,002            ---
   Other invested assets.............................      28,139         16,728
                                                       -------------------------
Total investments....................................   2,948,237      2,769,330

Accrued investment income............................      35,288         31,740
Accounts receivable..................................      35,175         20,373
Reinsurance recoverable..............................     413,146        407,891
Property and equipment, net..........................       9,342         20,869
Deferred policy acquisition costs....................     227,415        168,483
Other assets.........................................      18,452         17,381
Separate account assets..............................   5,051,367      4,416,194
                                                       -------------------------
                                                       $8,738,422     $7,852,261
                                                       =========================
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
   Policy reserves and annuity account values........  $2,958,813     $2,699,894
   Policy and contract claims........................       7,350          9,768
   Other policyholder funds..........................      19,878         20,496
   Accounts payable and accrued expenses.............      57,668         47,168
   Income taxes payable..............................      27,812         24,622
   Deferred income tax liability.....................      35,828         60,724
   Long-term debt and other borrowings...............      55,000         60,000
   Other liabilities.................................      17,457         14,276
   Separate account liabilities......................   5,051,367      4,416,194
                                                       -------------------------
Total liabilities....................................   8,231,173      7,353,142

Stockholder's equity:
   Common stock, $10 par value; 1,000,000 shares
     authorized; 700,010 issued and outstanding......       7,000          7,000
   Accumulated other comprehensive income (loss), net     (31,221)        30,100
   Retained earnings.................................     531,470        462,019
                                                       -------------------------
Total stockholder's equity...........................     507,249        499,119
                                                       -------------------------
                                                       $8,738,422     $7,852,261
                                                       =========================

See accompanying notes to consolidated financial statements.
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31
                                                              1999           1998           1997
                                                            -------------------------------------
                                                                       (IN THOUSANDS)
<S>                                                         <C>           <C>           <C>
Revenues:
   Insurance premiums and other considerations...........   $  23,721     $  24,187     $  24,640
   Net investment income.................................     197,460       174,787       185,629
   Asset based fees......................................     102,643        88,721        72,025
   Other product charges.................................       9,156         7,749         9,163
   Realized gains .......................................      10,232         5,414         5,495
   Other revenues........................................      17,965        17,307        21,389
                                                            -------------------------------------
Total revenues...........................................     361,177       318,165       318,341

Benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances...............     113,119        94,552       102,640
     Benefit claims in excess of account balances........       2,384         4,662         4,985
   Traditional life insurance benefits...................      13,784        12,617        17,472
   Supplementary contract payments.......................       7,971         9,694         9,660
   Increase (decrease) in traditional life reserves......      (2,286)        1,699         7,050
   Other benefits........................................      15,138        13,227         7,801
                                                            -------------------------------------
Total benefits...........................................     150,110       136,451       149,608

Commissions and other operating expenses.................      80,661        65,890        60,796
Amortization of deferred policy acquisition costs........      27,387        25,447        26,179
Interest expense.........................................       4,765         5,075         5,305
Other expenses...........................................       4,815         3,354         3,381
                                                            -------------------------------------
Total benefits and expenses..............................     267,738       236,217       245,269
                                                            -------------------------------------

Income before income taxes...............................      93,439        81,948        73,072
Income taxes.............................................      23,988        22,361        21,567
                                                            -------------------------------------
Net income...............................................   $  69,451     $  59,587     $  51,505
                                                            =====================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
                                                      ACCUMULATED
                                                         OTHER
                                          COMMON     COMPREHENSIVE     RETAINED
                                          STOCK      INCOME (LOSS)     EARNINGS      TOTAL
                                          --------------------------------------------------
<S>                                       <C>          <C>             <C>          <C>
Balance at December 31, 1996...........   $  ---       $   (479)       $357,927     $357,448
   Comprehensive income:
     Net income........................      ---            ---          51,505       51,505
     Unrealized gains, net.............      ---         25,928             ---       25,928
                                                                                    --------
   Comprehensive income................                                               77,433
                                          --------------------------------------------------
Balance at December 31, 1997...........      ---         25,449         409,432      434,881
   Common stock issued.................    7,000            ---          (7,000)         ---
   Comprehensive income:
     Net income........................      ---            ---          59,587       59,587
     Unrealized gains, net.............      ---          4,651             ---        4,651
                                                                                    --------
   Comprehensive income................                                               64,238
                                          --------------------------------------------------
Balance at December 31, 1998...........    7,000         30,100         462,019      499,119
   Comprehensive income:
     Net income........................      ---            ---          69,451       69,451
     Unrealized losses, net............      ---        (61,321)            ---      (61,321
                                                                                    --------
   Comprehensive income................                                                8,130
                                          --------------------------------------------------
Balance at December 31, 1999...........   $7,000       $(31,221)       $531,470     $507,249
                                          ==================================================
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                             1999           1998          1997
                                                                        -----------------------------------------
                                                                                       (IN THOUSANDS)

<S>                                                                       <C>            <C>         <C>
OPERATING ACTIVITIES
Net income.........................................................       $  69,451      $  59,587    $  51,505
Adjustments to reconcile net income to
   net cash provided by operating activities:
   Annuity and interest sensitive life products:
     Interest credited to account balances.........................         113,119         94,552      102,640
     Charges for mortality and administration......................             ---           (297)     (10,582)
   Increase (decrease) in traditional life policy reserves.........          (2,286)         1,699       (3,101)
   (Increase) decrease in accrued investment income................          (3,548)        (1,706)       2,127
   Policy acquisition costs deferred...............................         (41,592)       (34,068)     (37,999)
   Policy acquisition costs amortized..............................          27,387         25,447       26,179
   Accrual of discounts on investments.............................          (2,257)        (2,708)      (2,818)
   Amortization of premiums on investments.........................           4,962          8,452        9,138
   Depreciation and amortization...................................           4,901          4,441        3,959
   Realized gains..................................................         (10,232)        (5,414)      (5,495)
   Other...........................................................          (8,775)        16,078       (1,451)
                                                                           ------------------------------------
Net cash provided by operating activities..........................         151,130        166,063      134,102

INVESTING ACTIVITIES

Sale, maturity or repayment of investments:
   Fixed maturities available-for-sale.............................         349,219        436,773      368,901
   Fixed maturities held-to-maturity...............................         107,475        157,729      124,013
   Equity securities available-for-sale............................          60,578         13,293       48,495
   Mortgage loans..................................................          35,239          8,924        3,739
   Real estate.....................................................             ---            ---          946
   Separate account assets.........................................             ---            ---        9,180
   Other invested assets...........................................           2,882          2,929        7,865
                                                                           ------------------------------------
                                                                            555,393        619,648      563,139
Acquisition of investments:
   Fixed maturities available-for-sale.............................        (653,078)      (878,753)    (219,736)
   Fixed maturities held-to-maturity...............................            (964)        (1,287)      (1,188)
   Equity securities, available-for-sale...........................        (179,916)       (42,641)     (67,004)
   Net purchases of equity securities, trading.....................          (1,879)          (520)      (1,498)
   Mortgage loans..................................................          (1,132)        (2,054)      (1,447)
   Real estate.....................................................            (166)          (756)        (712)
   Increase in short-term investments, net.........................         (17,994)           ---          ---
   Other invested assets...........................................         (12,947)        (7,441)      (7,518
                                                                           (868,076)      (933,452)    (299,103)
                                                                           ------------------------------------

Purchase of property and equipment.................................          (2,025)        (4,617)      (4,144)
Proceeds from sales of property and equipment......................          20,750            ---          ---
Net increase in policy loans.......................................          (3,415)        (2,627)      (8,654)
Net cash transferred per coinsurance agreement.....................             ---            ---     (218,043)
                                                                           ------------------------------------
Net cash provided by (used in) investing activities................        (297,373)      (321,048)      33,195
</TABLE>
<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                             1999           1998          1997
                                                                        -----------------------------------------
                                                                                      (IN THOUSANDS)

<S>                                                                       <C>            <C>          <C>
FINANCING ACTIVITIES
Repayment of long-term debt and other borrowings...................       $  (5,000)     $  (5,000)   $     ---
Annuity and interest sensitive life products:
   Deposits credited to account balances...........................         969,280        475,522      167,517
   Withdrawals from account balances...............................        (828,671)      (318,014)    (312,228)
                                                                           ------------------------------------
Net cash provided by (used in) financing activities................         135,609        152,508     (144,711)
                                                                           ------------------------------------

Increase (decrease) in cash........................................         (10,634)        (2,477)      22,586
Cash at beginning of year..........................................          28,419         30,896        8,310
                                                                           ------------------------------------
Cash at end of year................................................       $  17,785      $  28,419    $  30,896
                                                                           ====================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:

   Interest........................................................       $   4,765      $   5,443    $   5,307
                                                                           ====================================
   Income taxes....................................................       $  25,019      $   8,269    $  27,920
                                                                           ====================================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

DECEMBER 31, 1999

1.  SIGNIFICANT ACCOUNTING POLICIES

    NATURE OF OPERATIONS AND ORGANIZATION

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

    On July 31, 1998, the Company converted from a mutual life insurance company
    to a stock life insurance  company under a mutual holding company  structure
    pursuant to a Plan of Conversion  (the  Conversion).  In connection with the
    Conversion,  Security Benefit Corp.  (SBC), a Kansas domiciled  intermediate
    stock holding company,  and Security Benefit Mutual Holding Company (SBMHC),
    a Kansas domiciled mutual holding  company,  were formed.  On the same date,
    all of the initial  shares of common stock of SBL,  except for shares issued
    to SBL  Directors  in  accordance  with Kansas  law,  were issued to SBC. In
    addition,  all of the  initially  issued  shares  of  common  stock  of SBC,
    consisting of 1,000 shares of Class B common stock, were issued to SBMHC. As
    a result of the Conversion, SBMHC indirectly owned, through its ownership of
    SBC, all of the issued and  outstanding  common stock of SBL (except  shares
    required by law to be held by SBL Directors). In accordance with Kansas law,
    SBMHC must at all times hold at least 51% of the voting stock of SBC.

    BASIS OF PRESENTATION

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

    PENDING ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT

    The  Financial  Accounting  Standards  Board  issued  Statement of Financial
    Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments
    and  Hedging   Activities,"  which  establishes   accounting  and  reporting
    standards for derivative instruments, including certain derivatives embedded
    in other contracts,  and for hedging activities.  SFAS No. 133 requires that
    an entity  recognize all  derivatives as either assets or liabilities in the
    balance sheet and measure those  instruments  at fair value.  The accounting
    for changes in the fair value of a derivative  under SFAS No. 133 depends on
    the intended use of the derivative and its hedging designation.  The Company
    is required  to adopt SFAS No. 133  effective  January 1, 2001.  The Company
    does not believe SFAS No. 133 will have a material  impact on its results of
    operations, liquidity or financial position.

    USE OF ESTIMATES

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

    RECLASSIFICATIONS

    Certain  prior year  amounts have been  reclassified  to conform to the 1999
    presentation.

    INVESTMENTS

    Fixed   maturities   are   classified   as   either    held-to-maturity   or
    available-for-sale. Fixed maturities are classified as held-to-maturity when
    the Company has the positive  intent and ability to hold the  securities  to
    maturity. Held-to-maturity securities are stated at amortized cost, adjusted
    for  amortization  of premiums and accrual of  discounts.  The Company holds
    certain  equity  securities,  classified  as  trading,  which are related to
    certain deferred  compensation  liabilities.  These securities are stated at
    fair  value  with the change in fair value  reported  as  realized  gains or
    losses.

    Fixed maturities not classified as  held-to-maturity  and equity  securities
    not classified as trading are classified as  available-for-sale.  Securities
    available-for-sale  are reported in the accompanying  consolidated financial
    statements at fair value.  Any valuation  changes  resulting from changes in
    the  fair  value  of  these  securities  are  reflected  as a  component  of
    accumulated  other  comprehensive  income or loss. These unrealized gains or
    losses in accumulated other comprehensive  income or loss are reported,  net
    of taxes and  adjustments  to  deferred  policy  acquisition  costs.  Equity
    securities  are  comprised  of common  stocks,  preferred  stocks and mutual
    funds.

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

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

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

    Such  derivative  financial  instruments are for purposes other than trading
    and are classified as available-for-sale. Accordingly, these instruments are
    stated at fair value with the change in fair value  reported  as a component
    of accumulated other comprehensive income.

    Cash includes cash on hand, money market mutual funds and other  investments
    with initial maturities of less than 90 days.

    Short-term  investments  are  carried at market  value and  represent  fixed
    maturity securities with initial maturities of greater than 90 days but less
    than one year.

    DEFERRED POLICY ACQUISITION COSTS

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

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

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

    PROPERTY AND EQUIPMENT

    Property and  equipment,  including  home office real estate,  furniture and
    fixtures, and data-processing  hardware and related systems, are recorded at
    cost,  less  accumulated  depreciation.  The provision for  depreciation  of
    property and equipment is computed using the  straight-line  method over the
    estimated  lives of the related  assets.  The  Company  sold its home office
    building and  furniture and equipment to the state of Kansas on December 22,
    1999 under a sale-leaseback agreement, see NOTE 11.

    SEPARATE ACCOUNTS

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

    POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

    Liabilities  for future  policy  benefits  for interest  sensitive  life and
    deferred  annuity  products  represent  accumulated  contract values without
    reduction for potential  surrender charges and deferred  front-end  contract
    charges  that  are  amortized  over  the  life of the  policy.  Interest  on
    accumulated  contract  values is credited to contracts as earned.  Crediting
    rates ranged from 3.4% to 12.0%  during 1999,  from 3.4% to 8.0% during 1998
    and from 3.8% to 7.25% during 1997.

    INCOME TAXES

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

    RECOGNITION OF REVENUES

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

    FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

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

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

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

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

2.  INVESTMENTS

    Information as to the amortized cost, gross unrealized gains and losses, and
    fair values,  determined as set forth in NOTE 1, of the Company's  portfolio
    of fixed  maturities  and  equity  securities  available-for-sale  and fixed
    maturities held-to-maturity at December 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
                                                                              DECEMBER 31, 1999
                                                       -----------------------------------------------------------
                                                                           GROSS        GROSS
                                                        AMORTIZED       UNREALIZED    UNREALIZED         FAIR
                                                           COST            GAINS        LOSSES           VALUE
                                                       -----------------------------------------------------------
                                                                                (IN THOUSANDS)
    <S>                                              <C>               <C>             <C>            <C>
    AVAILABLE-FOR-SALE
    U.S. Treasury securities and
       obligations of U.S. government
       corporations and agencies............         $  217,050        $     95        $  7,403       $  209,742
    Obligations of states and political
       subdivisions.........................             24,094             203            567            23,730
    Corporate securities....................          1,152,870           2,503          66,602        1,088,771
    Mortgage-backed securities..............            806,045             659          32,402          774,302
    Asset-backed securities.................            200,258              22           3,926          196,354
                                                 -----------------------------------------------------------------
    Totals..................................         $2,400,317        $  3,482        $110,900       $2,292,899
                                                 =================================================================

    Equity securities.......................         $  265,270        $ 42,998        $  5,655       $  302,613
                                                 =================================================================

    HELD-TO-MATURITY
    Obligations of states and political
       subdivisions.........................         $   43,747        $    ---        $  1,202       $   42,545
    Corporate securities....................             79,541           1,053           2,225           78,369
    Mortgage-backed securities..............             28,815             507              13           29,309
    Asset-backed securities.................              5,669             ---              30            5,639
                                                 -----------------------------------------------------------------
    Totals..................................         $  157,772        $  1,560        $  3,470       $  155,862
                                                 =================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                        DECEMBER 31, 1998
                                                 -----------------------------------------------------------------
                                                                          GROSS         GROSS
                                                        AMORTIZED       UNREALIZED    UNREALIZED         FAIR
                                                          COST            GAINS         LOSSES           VALUE
                                                 -----------------------------------------------------------------
                                                                                (IN THOUSANDS)
    <S>                                              <C>               <C>             <C>            <C>
    AVAILABLE-FOR-SALE
    U.S. Treasury securities and
       obligations of U.S. government
       corporations and agencies............         $  204,414        $ 5,254         $     8        $  209,660
    Obligations of states and political
       subdivisions.........................             27,583          2,310             ---            29,893
    Corporate securities....................          1,073,925         34,920          10,716         1,098,129
    Mortgage-backed securities..............            628,020         12,530           2,550           638,000
    Asset-backed securities.................            166,144          2,113           1,907           166,350
                                                 -----------------------------------------------------------------
    Totals..................................         $2,100,086        $57,127         $15,181        $2,142,032
                                                 =================================================================

    Equity securities.......................         $  140,999        $18,271         $   979        $  158,291
                                                 =================================================================

    HELD-TO-MATURITY
    Obligations of states and political
       subdivisions.........................         $   61,473        $ 3,196         $   ---        $   64,669
    Corporate securities....................             93,413          7,718             360           100,771
    Mortgage-backed securities..............             96,987          1,640             ---            98,627
    Asset-backed securities.................             12,410            289             ---            12,699
                                                 -----------------------------------------------------------------
    Totals..................................         $  264,283        $12,843       $     360        $  276,766
                                                 =================================================================
</TABLE>

    The  following  amounts were  included in  accumulated  other  comprehensive
    income (loss) for the years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
                                                                           1999          1998           1997
                                                                      --------------------------------------------
                                                                                    (IN THOUSANDS)
    <S>                                                                  <C>             <C>          <C>
    Unrealized holding gains (losses) arising during the year....        $(119,081)      $12,700      $ 62,404
    Less realized gains included in net income...................           10,232         5,414         5,495
                                                                      --------------------------------------------
    Other comprehensive income (loss), before deferred taxes
       and the unlocking of deferred policy acquisition costs....         (129,313)        7,286        56,909
    Deferred income taxes, net of valuation allowance............           23,069        (3,553)      (15,113)
    Unlocking of deferred policy acquisition costs...............           44,923           918       (15,868)
                                                                      --------------------------------------------
    Other comprehensive income (loss), net.......................        $ (61,321)      $ 4,651      $ 25,928
                                                                      ============================================
</TABLE>

    The change in net unrealized holding gains on trading securities,  which are
    included in realized  gains,  was  $2,172,000,  $1,153,000  and $566,000 for
    1999, 1998 and 1997, respectively.

    The Company holds  $74,356,000 of common stock of the Federal Home Loan Bank
    of  Topeka  (FHLB),  which is in excess  of 10% of  stockholder's  equity of
    December 31, 1999.

    The amortized cost and fair value of fixed  maturities at December 31, 1999,
    by contractual  maturity,  are shown below.  Expected  maturities may differ
    from contractual  maturities because borrowers may have the right to call or
    prepay obligations with or without penalties.

<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.................        $  11,111      $   11,128        $    136        $    139
    Due after one year through five years...          246,132         239,030          18,430          18,544
    Due after five years through 10 years...          619,779         587,670          43,946          42,617
    Due after 10 years......................          516,992         484,415          60,776          59,614
    Mortgage-backed securities..............          806,045         774,302          28,815          29,309
    Asset-backed securities.................          200,258         196,354           5,669           5,639
                                                 -----------------------------------------------------------------
                                                   $2,400,317      $2,292,899        $157,772        $155,862
                                                 =================================================================
</TABLE>

    The  composition of the Company's  portfolio of fixed  maturities by quality
    rating at December 31, 1999 is as follows:

    QUALITY RATING                                CARRYING AMOUNT       %
    -----------------------------------------------------------------------
                                                  (IN THOUSANDS)
    AAA....................................         $1,069,041        43.6%
    AA.....................................            369,204        15.1
    A......................................            411,220        16.8
    BBB....................................            397,162        16.2
    Noninvestment grade....................            204,044         8.3
                                                    -----------------------
                                                    $2,450,671       100.0%
                                                    =======================

    Major  categories of net investment  income for the years ended December 31,
    1999, 1998 and 1997 are summarized as follows:

<TABLE>
<CAPTION>
                                                                        1999            1998            1997
                                                                 -------------------------------------------------
                                                                                   (IN THOUSANDS)
    <S>                                                               <C>             <C>             <C>
    Interest on fixed maturities............................          $175,938        $154,529        $167,646
    Dividends and distributions on equity securities........            12,434          11,684           8,012
    Interest on mortgage loans..............................             4,502           5,388           6,017
    Interest on policy loans................................             5,510           5,381           6,282
    Interest on short-term investments......................             2,686           2,377           2,221
    Other...................................................               597             865            (166)
                                                                 -------------------------------------------------
    Total investment income.................................           201,667         180,224         190,012

    Less investment expenses................................             4,207           5,437           4,383
                                                                 -------------------------------------------------
    Net investment income...................................          $197,460        $174,787        $185,629
                                                                 =================================================
</TABLE>

Proceeds from sales of fixed maturities and equity securities available-for-sale
and related realized gains and losses, including valuation adjustments,  for the
years ended December 31, 1999, 1998 and 1997 are as follows:

                                          1999            1998            1997
                                        ----------------------------------------
                                                      (IN THOUSANDS)

    Proceeds from sales............     $180,289        $196,849        $333,498
    Gross realized gains...........        9,857           9,801          11,889
    Gross realized losses..........        5,674           4,939           6,640

Net  realized  gains,   net  of  associated   amortization  of  deferred  policy
acquisition  costs, for the years ended December 31, 1999, 1998 and 1997 consist
of the following:

<TABLE>
<CAPTION>
                                                                         1999            1998            1997
                                                                 -------------------------------------------------
                                                                                    (IN THOUSANDS)
    <S>                                                                <C>              <C>             <C>
    Fixed maturities........................................           $  (751)         $2,976          $  861
    Equity securities.......................................             7,062           3,039           4,954
    Gain on sale of home office building
       and furniture and equipment..........................             4,173             ---             ---
    Other...................................................               (56)           (105)           (320)
                                                                 -------------------------------------------------
                                                                        10,428           5,910           5,495
    Amortization of deferred policy acquisition costs.......              (196)           (496)            ---
                                                                 -------------------------------------------------
    Net realized gains......................................           $10,232          $5,414          $5,495
                                                                 =================================================
</TABLE>

    There were no  outstanding  agreements  to sell  securities  at December 31,
    1999,  1998 or 1997. The notional  amount of certain  interest rate exchange
    agreements  outstanding  at  December  31,  1999  was  $109,000,000.   These
    agreements  have maturities  ranging from June 2002 to December 2005.  Under
    these agreements,  the Company receives variable interest rates based on the
    three-month  LIBOR rate and pays fixed  interest rates ranging from 5.54% to
    7.5%. Additionally, the Company has an interest rate exchange agreement with
    a notional  amount of $6,450,000 in which it pays  variable  interest  rates
    based on the  three-month  LIBOR  rate paid in British  pounds and  receives
    variable interest rates based on the three-month LIBOR rate in U.S. dollars.

    The Company has a 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,  1999 being in the states of Kansas
    (19%), Oklahoma (18%) and Texas (14%).

    At  December  31,  1999,  the Company had  approximately  $420.9  million in
    securities  held as collateral in relation to its  structured  institutional
    products.

3.  EMPLOYEE BENEFIT PLANS

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

    In addition to the  Company's  defined  benefit  pension  plan,  the Company
    provides certain medical and life insurance benefits to full-time  employees
    who have retired after the age of 55 with five years of service. The plan is
    contributory,  with retiree  contributions  adjusted annually,  and contains
    other   cost-sharing   features  such  as   deductibles   and   coinsurance.
    Contributions vary based on the employee's years of service earned after age
    40. The Company's  portion of the costs is frozen after 2002 with all future
    cost increases passed on to the retirees. Retirees in the plan prior to July
    1, 1993 are covered 100% by the Company.

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

<TABLE>
<CAPTION>
                                                          PENSION BENEFITS                 OTHER BENEFITS
                                                 -----------------------------------------------------------------
                                                        1999            1998             1999            1998
                                                 -----------------------------------------------------------------
                                                                          (IN THOUSANDS)
    <S>                                               <C>             <C>              <C>             <C>
    Benefit obligation at year end..........          $(12,836)       $(13,306)        $(4,930)        $(4,733)
    Fair value of plan assets at year end...            13,990          11,363             ---             ---
                                                 -----------------------------------------------------------------
    Funded status of the plan...............          $  1,154        $ (1,943)        $(4,930)        $(4,733)
                                                 =================================================================
    Accrued benefit cost recognized in
       the consolidated balance sheets......          $   (286)       $   (253)        $(5,634)        $(5,527)
    Net periodic benefit cost...............               999             719             538             474
    Benefits paid...........................               389           2,475             284             235
    Contributions...........................               966             870              43              34

    WEIGHTED-AVERAGE ASSUMPTIONS

    Discount rate...........................             7.50%           6.75%           7.50%           6.75%
    Expected return on plan assets..........             9.00%           9.00%             ---             ---
    Rate of compensation increase...........             4.50%           4.50%             ---             ---
</TABLE>

    The  annual  assumed  rate of  increase  in the per  capita  cost of covered
    benefits is 7% for 1999 and 8% for 1998 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, 1999 by $229,000 and
    the  aggregate of the service and interest  cost  components of net periodic
    postretirement benefit cost for 1999 by $67,000.

    The Company has a  profit-sharing  and savings plan for which  substantially
    all  employees are eligible  after one year of employment  with the Company.
    Company  contributions  to the  profit-sharing  and savings  plan charged to
    operations  were  $2,565,000,  $2,171,000 and $2,065,000 for 1999,  1998 and
    1997, respectively.

4.  REINSURANCE

    Principal  reinsurance  transactions  for the years ended December 31, 1999,
    1998 and 1997 are summarized as follows:

                                     1999            1998            1997
                                    ---------------------------------------
                                                (IN THOUSANDS)
    Reinsurance ceded:
       Premiums paid.............   $47,074         $46,391         $33,872
                                    =======================================
       Commissions received......   $ 4,570         $ 5,647         $ 5,173
                                    =======================================
       Claim recoveries..........   $25,008         $20,166         $12,136
                                    =======================================

    In the accompanying consolidated 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, 1999 and 1998, the Company
    had  established   receivables   totaling   $413,146,000  and  $407,891,000,
    respectively,  for reserve credits, reinsurance claims and other receivables
    from  its   reinsurers.   Substantially   all  of  these   receivables   are
    collateralized  by assets of the reinsurers held in trust. Life insurance in
    force ceded at December 31, 1999 and 1998 was $6.8 billion and $7.0 billion,
    respectively. The amount of reinsurance assumed is not significant.

    In 1997, the Company transferred, through a 100% coinsurance agreement, $318
    million  in  policy  reserves  and  claim  liabilities  reduced  by a ceding
    commission of $63 million and other related items. The agreement  related to
    a block of universal  life and  traditional  life  insurance  business.  The
    Company  recorded a pretax  gain of  $14,625,000  which is deferred in other
    liabilities  and amortized to income over the estimated life of the business
    transferred,  estimated to be 15 years.  Amortization  of this deferred gain
    amounted to $1,830,000,  $1,414,000 and $427,000 during 1999, 1998 and 1997,
    respectively.

5.  INCOME TAXES

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

    Income tax expense  (benefit)  consists of the following for the years ended
    December 31, 1999, 1998 and 1997:

                                   1999            1998            1997
                                  ----------------------------------------
                                               (IN THOUSANDS)
    Current ...................   $28,209         $21,931         $32,194
    Deferred...................    (4,221)            430         (10,627)
                                  ----------------------------------------
                                  $23,988         $22,361         $21,567
                                  ========================================


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

    Net deferred income tax assets or liabilities consist of the following:
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31
                                                                                 1999            1998
                                                                               -----------------------
                                                                                    (IN THOUSANDS)
    <S>                                                                        <C>             <C>
    Deferred income tax assets:
       Net unrealized loss on securities available-for-sale.................   $22,510         $   ---
       Future policy benefits...............................................     6,217           5,432
       Employee benefits....................................................    12,916           8,110
       Deferred gain on coinsurance agreement...............................     3,887           4,475
       Other................................................................    10,879          11,147
                                                                               -----------------------
    Total deferred income tax assets........................................    56,409          29,164
    Valuation allowance for deferred income tax asset.......................    (7,500)            ---
                                                                               -----------------------
    Net deferred income tax assets..........................................    48,909          29,164
    Deferred income tax liabilities:
       Deferred policy acquisition costs....................................    73,678          55,540
       Net unrealized gain on securities available-for-sale.................       ---          20,034
       Deferred gain on investments.........................................     7,366           7,772
       Other................................................................     3,693           6,542
                                                                               -----------------------
    Total deferred income tax liabilities...................................    84,737          89,888
                                                                               -----------------------
    Net deferred income tax liability.......................................   $35,828         $60,724
                                                                               =======================
</TABLE>

    SFAS No. 109, "Accounting for Income Taxes," requires companies to determine
    whether a deferred  income tax asset will be realized in future  years.  The
    Company has  evaluated  the  recoverability  of its  deferred tax assets and
    established a $7,500,000  valuation  allowance related to the net unrealized
    loss on securities available-for-sale.

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, 1999               DECEMBER 31, 1998
                                                 -----------------------------------------------------------------
                                                 CARRYING AMOUNT    FAIR VALUE   CARRYING AMOUNT    FAIR VALUE
                                                 -----------------------------------------------------------------
                                                                          (IN THOUSANDS)
    <S>                                            <C>              <C>             <C>             <C>
    Supplementary contracts
       without life contingencies...........       $   25,694       $   26,008      $   27,105      $   27,353
    Individual and group annuities..........        2,509,309        2,305,743       2,147,665       1,940,943
    Long-term debt..........................           55,000           53,600          60,000          69,909
</TABLE>

7.  COMMITMENTS AND CONTINGENCIES

    The  Company  leases  various   equipment  under  several   operating  lease
    agreements.  Total expense for all operating  leases amounted to $1,396,000,
    $1,155,000  and $1,018,000  during 1999,  1998 and 1997,  respectively.  The
    Company has  aggregate  future  lease  commitments  at December  31, 1999 of
    $9,196,000 for  noncancelable  operating leases  consisting of $2,595,000 in
    2000,  $2,565,000  in  2001,  $1,523,000  in  2002,  $833,000  in  2003  and
    $1,680,000  between  2004  and  2006.  There  are  no  noncancelable   lease
    commitments beyond 2006.

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

    In connection  with its  investments in certain  limited  partnerships,  the
    Company is committed to invest  additional  capital of  $6,900,000  over the
    next few years as required by the general partner.

    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.  At December 31,
    1999  and  1998,  the  Company  has  reserved   $2,182,000  and  $2,142,000,
    respectively,  to cover current and  estimated  future  assessments,  net of
    related premium tax credits.

8.  LONG-TERM DEBT AND OTHER BORROWINGS

    The Company has a $213.6 million line-of-credit  facility from the FHLB. Any
    borrowings in  connection  with this facility bear interest at 0.1% over the
    Federal Funds rate (5.1% at December 31, 1999). No amounts were  outstanding
    at December 31, 1999 and 1998.

    The Company has a $5 million  advance from the FHLB due February 28, 2001 at
    an interest rate of 6.04%.

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

9.  RELATED-PARTY TRANSACTIONS

    The Company  owns  shares of mutual  funds  managed by  Security  Management
    Company, LLC with net asset values totaling $197,098,000 and $108,285,000 at
    December  31, 1999 and 1998,  respectively.  These  amounts are  included in
    equity securities on the consolidated balance sheets.

10. 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  accounting  principles  generally  accepted  in the  United
    States.  Prescribed  statutory  accounting  practices  include a variety  of
    publications of the National Association of Insurance  Commissioners (NAIC),
    as well  as  state  laws,  regulations  and  general  administrative  rules.
    Permitted statutory  accounting practices encompass all accounting practices
    not so prescribed; such practices may differ from state to state, may differ
    from  company to company  within a state and may  change in the  future.  In
    addition,  the NAIC and the state of Kansas have adopted the codification of
    Statutory  Accounting  Principles (the  Codification)  effective  January 1,
    2001. When implemented,  the definitions of what comprises prescribed versus
    permitted statutory accounting practices may result in changes to accounting
    policies that insurance enterprises use to prepare their statutory financial
    statements.  The Company does not expect a material  impact on its statutory
    financial  statements  resulting from the  implementation  of  Codification.
    Statutory  capital and surplus of the insurance  operations are $470,187,000
    and $427,350,000 at December 31, 1999 and 1998, respectively.  Statutory net
    income  of  the  insurance  operations  are  $55,139,000,   $50,371,000  and
    $42,950,000   for  the  years  ended  December  31,  1999,  1998  and  1997,
    respectively.

11. SALE-LEASEBACK OF HOME OFFICE BUILDING AND FURNITURE AND EQUIPMENT

    On  December  22,  1999,  the  Company  sold its home  office  building  and
    furniture and equipment to the state of Kansas for  $20,750,000.  Concurrent
    with the sale,  the  Company  leased  the  building  and the  furniture  and
    equipment  back for a period of not less than 24 months and not more than 30
    months. The transaction resulted in a gain of $7,322,000 on the building. In
    accordance  with SFAS No.  13,  "Accounting  for  Leases,"  and SFAS No. 28,
    "Accounting for Sales with Leasebacks," the Company has recognized a gain of
    $4,173,000  in 1999.  The  remaining  gain will be deferred  and recorded in
    earnings over the lease term.  The future  minimum lease  payments under the
    terms of the related  operating lease agreement are $1,349,000 for both 2000
    and 2001.

12. IMPACT OF YEAR 2000 (UNAUDITED)

    Over the past several  years,  the Company had been  assessing the potential
    impact of the year 2000 on its systems,  procedures,  customers and business
    processes.  This assessment  provided  information on system components that
    needed to be replaced  or  modified.  All  identified  modifications  to the
    Company's operating systems were completed during 1998 and 1999.  Subsequent
    to December 31, 1999, the Company has  experienced no significant  impact on
    its business operations  resulting from the year 2000. The Company continues
    to assess and test its systems to ensure continued compliance and expects no
    significant future impact.

<PAGE>
                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements

         The  consolidated   financial   statements  of  Security  Benefit  Life
         Insurance  Company and  Subsidiaries at December 31, 1999 and 1998, and
         for each of the three years in the period  ended  December 31, 1999 are
         incorporated herein by reference to the financial statements filed with
         the SBL  Variable  Annuity  Account VIII Extra  Credit's  Pre-Effective
         Amendment  No. 1 under the  Securities  Act of 1933 and  Post-Effective
         Amendment  No.  14  under  the  Investment   Company  Act  of  1940  to
         Registration Statement No. 333-93947 (filed March 29, 2000).

         Financial statements for the T. Rowe Price Variable Annuity Account 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)  Amended and Restated Distribution Agreement(a)

             (4)  (a) Individual DVA Contract (Form V6021 4-94)
                  (b) Individual IVA Contract (Form V6027 8-98)(a)
                  (c) TSA Loan Endorsement (Form V6846 R1-97)(b)
                  (d) SIMPLE IRA Endorsement (Form 4453C-5S 2-97)(b)
                  (e) IRA Endorsement (Form V6842A 1-97)(b)
                  (f) TSA Endorsement (Form V6832A R9-96)(b)
                  (g) Roth IRA Endorsement (Form V6851 10-97)(c)
                  (h) 457 Endorsement (Form V6054 1-98)(d)
                  (i) Options 8&9 Endorsement (Form V6056 8-98)(a)
                  (j) 403(a) Endorsement (Form V6057 10-98) (f)

             (5)  (a) DVA Application (Form V6844 R1-98)(a)
                  (b) IVA Application (Form V7588 8-98)(a)

             (6)  (a) Composite of Articles of Incorporation of SBL(e)
                  (b) Bylaws of SBL(e)

             (7)  Not Applicable

             (8)  (a) Amended and Restated Participation Agreement(a)
                  (b) Amended and Restated Master Agreement(a)

             (9)  Opinion of Counsel

             (10) Consent of Independent Auditors

             (11) Not Applicable

             (12) Not Applicable

             (13) Schedule of Computation of Performance

             (14) Powers of Attorney of Sister  Loretto Marie  Colwell,  John C.
                  Dicus, Steven J. Douglass,  Howard R. Fricke, Kris A. Robbins,
                  William W. Hanna, John E. Hayes,  Jr., Frank C. Sabatini,  and
                  Robert C. Wheeler

(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 8 under the  Securities  Act of
     1933  and  Amendment  No. 9 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 33-83238 (filed February 18, 1999).

(b)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 6 under the  Securities  Act of
     1933  and  Amendment  No. 7 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 33-83238 (filed April 30, 1997).

(c)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Separate Account  Post-Effective  Amendment No. 19 under the Securities Act
     of 1933 and  Amendment No. 18 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (filed April 30, 1998).

(d)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 7 under the  Securities  Act of
     1933  and  Amendment  No. 8 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 33-83238 (filed April 30, 1998).

(e)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Separate Account  Post-Effective  Amendment No. 20 under the Securities Act
     of 1933 and  Amendment No. 19 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (filed August 17, 1998).

(f)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Separate Account  Post-Effective  Amendment No. 22 under the Securities Act
     of 1933 and  Amendment No. 21 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (filed April 29, 1999).


<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

         NAME AND PRINCIPAL
         BUSINESS ADDRESS                POSITIONS AND OFFICES WITH DEPOSITOR

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

         Kris A. Robbins*                President, Chief Operating Officer
                                         and Director

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

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

         Steven J. Douglass              Director
         3231 E. 6th Street
         Topeka, Kansas 66607

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

         John E. Hayes, Jr.              Director
         200 Gulf Blvd.
         Bellair Shore, FL 33786

         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

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

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

         Richard K Ryan*                 Senior Vice President

         John D. Cleland*                Senior Vice President

         Terry A. Milberger*             Senior Vice President

         Venette K. Davis*               Senior Vice President

         J. Craig Anderson*              Senior Vice President

         Gregory Garvin*                 Senior Vice President

         Kalman Bakk, Jr.*               Senior Vice President

         Amy J. Lee*                     Associate General Counsel, Vice
                                         President and Assistant Secretary

         James R. Schmank*               Senior Vice President

         Tom Swank*                      Senior Vice President and
                                         Chief Investment Officer

         *Located at 700 SW 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
         controlled by Security  Benefit Corp.  through the ownership of 700,000
         of SBL's 700,010  issued and  outstanding  shares of common stock.  One
         share each of SBL's  issued and  outstanding  common  stock is owned by
         each director of SBL, in  accordance  with the  requirements  of Kansas
         law.  Security Benefit Corp. is wholly-owned by Security Benefit Mutual
         Holding  Company  ("SBMHC"),   which  in  turn  is  controlled  by  SBL
         policyholders.  As of December  31, 1999 no one person  holds more than
         approximately 0.0004% of the voting power of SBMHC. The Registrant is a
         segregated asset account of SBL.

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

                                                               Percent of
                                        Jurisdiction of    Voting Securities
              Name                       Incorporation       Owned by SMBHC
              ----                       -------------  ------------------------
                                                        (directly or indirectly)

         Security Benefit Mutual             Kansas                --
         Holding Company
         (Holding Company)

         Security Benefit Corp.              Kansas               100%
         (Holding Company)

         Security Benefit Life               Kansas               100%
         Insurance Company
         (Stock Life Insurance Company)

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

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

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

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

         Security Financial Resources, Inc.  Kansas               100%
         (Financial Services Company)

         First Advantage Insurance           Kansas               100%
         Agency, Inc.
         (Insurance Agency)

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

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

         Through the above-referenced  separate accounts, SBL might be deemed to
         control the open-end management  investment  companies listed below. As
         of December 31, 1999,  the  approximate  percentage of ownership by the
         separate accounts for each company is as follows:

         Security Ultra Fund               42.0%   SBL Fund          100%
         Security Growth and Income Fund   40.0%   Advisor's Fund    100%

ITEM 27. NUMBER OF CONTRACT OWNERS

         As of April 1, 2000, there were 4,054 owners of the Contract.

ITEM 28. INDEMNIFICATION

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

         The Articles of Incorporation include the following provision:

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

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

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

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

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

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

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

         (a)  The  principal  underwriter  for the  Registrant  is T. Rowe Price
              Investment  Services,  Inc.  ("Investment  Services").  Investment
              Services acts as the principal underwriter for eighty-eight mutual
              funds, including 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  Prime  Reserve  Fund,  Inc.,  T. Rowe Price
              Tax-Free Income Fund,  Inc., T. Rowe Price  Tax-Exempt Money Fund,
              Inc.,  T. Rowe  Price  International  Funds,  Inc.,  T. Rowe Price
              Growth   &   Income   Fund,   Inc.,   T.   Rowe   Price   Tax-Free
              Short-Intermediate Fund, Inc., T. Rowe Price Short-Term Bond Fund,
              Inc., T. Rowe Price High Yield Fund, Inc., T. Rowe Price Tax- Free
              High Yield Fund,  Inc., T. Rowe Price New America  Growth Fund, T.
              Rowe Price Equity  Income Fund,  T. Rowe Price GNMA Fund,  T. Rowe
              Price Capital Appreciation Fund, T. Rowe Price California Tax-Free
              Income Trust,  T. Rowe Price State Tax-Free  Income Trust, T. Rowe
              Price Science & Technology  Fund,  Inc.,  T. Rowe Price  Small-Cap
              Value Fund, Inc., Institutional International Funds, Inc., T. Rowe
              Price U.S. Treasury Funds,  Inc., T. Rowe Price Index Trust, Inc.,
              T. Rowe Price  Spectrum  Fund,  Inc., T. Rowe Price Balanced Fund,
              Inc., T. Rowe Price Short-Term U.S. Government Fund, Inc., T. Rowe
              Price Mid-Cap  Growth Fund,  Inc., T. Rowe Price  Small-Cap  Stock
              Fund, Inc., T. Rowe Price Tax-Free  Intermediate  Bond Fund, Inc.,
              T. Rowe Price Dividend Growth Fund,  Inc., T. Rowe Price Blue Chip
              Growth Fund, Inc., T. Rowe Price Summit Funds, Inc., T. Rowe Price
              Summit Municipal Funds,  Inc., T. Rowe Price Equity Series,  Inc.,
              T. Rowe Price  International  Series,  Inc.,  T. Rowe Price  Fixed
              Income Series,  Inc., T. Rowe Price Personal Strategy Funds, Inc.,
              T. Rowe Price Value Fund, Inc., T. Rowe Price Capital  Opportunity
              Fund,  Inc., T. Rowe Price  Corporate  Income Fund,  Inc., T. Rowe
              Price Health  Sciences  Fund,  Inc.,  T. Rowe Price  Mid-Cap Value
              Fund,  Inc.,  Institutional  Equity  Funds,  Inc.,  T. Rowe  Price
              Financial Services Fund, Inc., T. Rowe Price Diversified Small-Cap
              Growth  Fund,  Inc.,  T. Rowe  Price  Tax-Efficient  Funds,  Inc.,
              Reserve   Investment   Funds,   Inc.,   T.  Rowe  Price   Media  &
              Telecommunications Fund, Inc., and T. Rowe Price Real Estate Fund,
              Inc.  Investment  Services is a wholly owned subsidiary of T. Rowe
              Price  Associates,  Inc., is registered as a broker-  dealer under
              the  Securities  Exchange  Act  of  1934  and is a  member  of the
              National  Association  of  Securities  Dealers,   Inc.  Investment
              Services will not engage in the general securities business. Since
              the Contract is sold on a no-load basis,  Investment Services will
              not receive any  commissions or other  compensation  for acting as
              principal underwriter.

         (b)  The address of each of the  directors  and officers of  Investment
              Services  listed  below  is  100  East  Pratt  Street,  Baltimore,
              Maryland 21202.

<TABLE>
<CAPTION>
                                            Positions and Offices              Positions and Offices
              Name                          With Underwriter                   With Registrant
              ----                          ----------------                   ---------------
              <S>                           <C>                                <C>
              James S. Riepe                Chairman of the Board and
                                              Director
              Edward C. Bernard             President and Director             None
              Henry H. Hopkins              Vice President and Director        Vice President
              Charles E. Vieth              Vice President and Director        None
              Patricia M. Archer            Vice President                     None
              Steven J. Banks               Vice President                     None
              John T. Bielski               Vice President                     None
              Darrell N. Braman             Vice President                     None
              Ronae M. Brock                Vice President                     None
              Meredith C. Callanan          Vice President                     None
              John H. Cammack               Vice President                     None
              Ann R. Campbell               Vice President                     None
              Christine M. Carolan          Vice President                     None
              Joseph A. Carrier             Vice President                     None
              Laura H. Chasney              Vice President                     None
              Renee M. Christoff            Vice President                     None
              Christopher W. Dyer           Vice President                     None
              Christine S. Fahlund          Vice President                     None
              Forrest R. Foss               Vice President                     None
              Thomas A. Gannon              Vice President                     None
              Andrea G. Griffin             Vice President                     None
              Douglas E. Harrison           Vice President                     None
              David J. Healy                Vice President                     None
              Joanne M. Healey              Vice President                     None
              Joseph P. Healy               Vice President                     None
              Walter J. Helmlinger          Vice President                     None
              Valerie King-Calloway         Vice President                     None
              Eric G. Knauss                Vice President                     None
              Sharon R. Krieger             Vice President                     None
              Steven A. Larson              Vice President                     None
              Jeanette M. LeBlanc           Vice President                     None
              Keith W. Lewis                Vice President                     None
              Gayle A. Lomax                Vice President                     None
              Sarah McCafferty              Vice President                     None
              Maurice A. Minerbi            Vice President                     None
              Mark J. Mitchell              Vice President                     None
              Nancy M. Morris               Vice President                     None
              George A. Murnaghan           Vice President                     None
              Steven E. Norwitz             Vice President                     None
              Kathleen M. O'Brien           Vice President                     None
              Barbara A. O'Connor           Vice President                     None
              Wayne D. O'Melia              Vice President                     None
              David Oestreicher             Vice President                     None
              Robert Petrow                 Vice President                     None
              Pamela D. Preston             Vice President                     None
              George D. Riedel              Vice President                     None
              Lucy B. Robins                Vice President                     None
              John R. Rockwell              Vice President                     None
              Kenneth J. Rutherford         Vice President                     None
              Alexander Savich              Vice President                     None
              Kristin E. Seeberger          Vice President                     None
              Donna B. Singer               Vice President                     None
              Bruce D. Stewart              Vice President                     None
              William W. Strickland, Jr.    Vice President                     None
              Jerome Tuccille               Vice President                     None
              Walter Wdowiak                Vice President                     None
              William F. Wendler II         Vice President                     None
              Jane F. White                 Vice President                     None
              Thomas R. Woolley             Vice President                     None
              Barbara A. O'Connor           Controller                         None
              Theodore J. Zamerski III      Assistant Vice President           None
                                              and Assistant Controller
              Matthew B. Alsted             Assistant Vice President           None
              Kimberly B. Andersen          Assistant Vice President           None
              Richard J. Barna              Assistant Vice President           None
              Catherine L. Berkenkemper     Assistant Vice President           None
              Edwin J. Brooks III           Assistant Vice President           None
              Carl A. Cox                   Assistant Vice President           None
              Charles R. Dicken             Assistant Vice President           None
              Cheryl L. Emory               Assistant Vice President           None
              John A. Galateria             Assistant Vice President           None
              Edward F. Giltenan            Assistant Vice President           None
              Jason L. Gounaris             Assistant Vice President           None
              Janelyn A. Healey             Assistant Vice President           None
              Sandra J. Kiefler             Assistant Vice President           None
              Suzanne M. Knoll              Assistant Vice President           None
              Patricia B. Lippert           Assistant Vice President           Secretary
              Teresa M. Loeffert            Assistant Vice President           None
              C. Lillian Matthews           Assistant Vice President           None
              Janice D. McCrory             Assistant Vice President           None
              Danielle N. Nicholson         Assistant Vice President           None
              JeanneMarie B. Patella        Assistant Vice President           None
              Kylelane Purcell              Assistant Vice President           None
              David A. Roscum               Assistant Vice President           None
              Matthew A. Scher              Assistant Vice President           None
              Carole H. Smith               Assistant Vice President           None
              John A. Stranovsky            Assistant Vice President           None
              Nolan L. North                Assistant Treasurer                None
              Barbara A. Van Horn           Assistant Secretary                None
</TABLE>

         (c)  Not   applicable.   Investment   Services  will  not  receive  any
              compensation with respect to its activities as underwriter for the
              Contract since the Contract is sold on a no-load basis.

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 Contract may be accepted.

         (b)  Registrant  undertakes  that  it  will  provide,  as a part of the
              Application  Kit,  a box for the  applicant  to check if he or she
              wishes  to  receive  a  copy  of  the   Statement  of   Additional
              Information.

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

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


<PAGE>


                                   SIGNATURES

As  required by 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 this  Registration  Statement and 1has caused
this  Registration  Statement to be signed on its behalf, in the City of Topeka,
and State of Kansas on this 24th day of April, 2000.

SIGNATURES AND TITLES

Howard R. Fricke                    SECURITY BENEFIT LIFE INSURANCE COMPANY
Chairman of the Board,               (The Depositor)
Chief Executive Officer
and Director                        By:            ROGER K. VIOLA
                                         ---------------------------------------
                                         Roger K. Viola, Senior Vice President,
Kris A. Robbins                          General Counsel and Secretary as
President, Chief Operating               Attorney-In-Fact for the Officers and
Officer and Director                     Directors Whose Names Appear Opposite

Sister Loretto Marie Colwell        T. ROWE PRICE VARIABLE ANNUITY ACCOUNT
Director                            (The Registrant)

John C. Dicus                       By:  SECURITY BENEFIT LIFE INSURANCE COMPANY
Director                                 (The Depositor)

                                    By:            HOWARD R. FRICKE
Steven J. Douglass                       ---------------------------------------
Director                                 Howard R. Fricke, Chairman of the
                                         Board, Chief Executive Officer and
                                         Director
William W. Hanna
Director                            By:            DONALD J. SCHEPKER
                                         ---------------------------------------
                                         Donald J. Schepker, Senior Vice
John E. Hayes, Jr.                       President, Chief Financial Officer
Director                                 and Treasurer


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

                                    Date:  April 24, 2000



<PAGE>


                                  EXHIBIT INDEX

 (1)  None

 (2)  None

 (3)  None

 (4)  (a) Individual DVA Contract (Form V6021 4-94)

 (5)  None

 (6)  (a) None
      (b) None

 (7)  None

 (8)  None

 (9)  Opinion of Counsel

(10)  Consent of Independent Auditors

(11)  None

(12)  None

(13)  Schedule of Computation of Performance

(14)  Powers of Attorney


<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)                                                    15-60210-00
<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
<PAGE>
- --------------------------------------------------------------------------------
                            CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------

OWNER NAME:  John A. Doe                  CONTRACT NUMBER:  Specimen

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

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

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

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

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

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

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

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

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

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

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

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

ANNUITY OPTION ...................................  Life with 10-Year Fixed
                                                    Period Option*
SUBACCOUNTS:
   New America Growth Subaccount
   International Stock Subaccount
   Mid-Cap Growth Subaccount
   Equity Income Subaccount
   Personal Strategy Balanced Subaccount
   Limited-Term Bond Subaccount
   Prime Reserve Subaccount

METHOD FOR DEDUCTIONS:

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


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

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.

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.

- --------------------------------------------------------------------------------
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.

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.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
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.

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.

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.

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.

- --------------------------------------------------------------------------------
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.

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.

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.

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.

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.

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.

<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.

<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>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company                700 SW Harrison St.
Security Benefit Group, Inc.                           Topeka, Kansas 66636-0001
Security Distributors, Inc.                            (785) 431-3000
Security Management Company, LLC

April 28, 2000


Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS  66636-0001


Dear Sir/Madam:

This letter is with  reference  to the  Registration  Statement of T. Rowe Price
Variable  Annuity  Account of which  Security  Benefit  Life  Insurance  Company
(hereinafter "SBL") is the Depositor. Said Registration Statement is being filed
with the Securities and Exchange  Commission for the purpose of registering  the
variable  annuity  contracts  issued by SBL and the  interests  of T. Rowe Price
Variable  Annuity  Account under such variable  annuity  contracts which will be
sold pursuant to an indefinite registration.

I have examined the Articles of Incorporation  and Bylaws of SBL, minutes of the
meetings of its Board of Directors and other records,  and pertinent  provisions
of the Kansas  insurance laws,  together with applicable  certificates of public
officials  and  other  documents  which I have  deemed  relevant.  Based  on the
foregoing, it is my opinion that:

1.  SBL is duly organized and validly existing as a stock life insurance company
    under the laws of Kansas.

2.  T. Rowe  Price  Variable  Annuity  Account  has been  validly  created  as a
    Separate  Account  in  accordance  with  the  pertinent  provisions  of  the
    insurance laws of Kansas.

3.  SBL has the power,  and has validly and legally  exercised it, to create and
    issue the variable annuity  contracts which are  administered  within and by
    means of T. Rowe Price Variable Annuity Account.

4.  The  amount  of  variable  annuity  contracts  to be  sold  pursuant  to the
    indefinite registration,  when issued, will represent binding obligations of
    SBL in accordance  with their terms providing said contracts were issued for
    the considerations  set forth therein and evidenced by appropriate  policies
    and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

AMY J. LEE

Amy J. Lee, Esq.
Associate General Counsel and Vice President
Security Benefit Life Insurance Company


<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 4, 2000,  with  respect to the  condolidated
financial statements of Security Benefit Life Insurance Company and Subsidiaries
and the financial  statements of T. Rowe Price Variable Annuity Account included
in  Post-Effective  Amendment  No. 10 to the  Registration  Statement  under the
Securities Act of 1933 (Registration No. 33-83238) and Post-Effective  Amendment
No. 11 to the  Registration  Statement under the Investment  Company Act of 1940
(Registration  No. 811-8724) on Form N-4 and the related Statement of Additional
Information  accompanying  the Prospectus of The T. Rowe Price No-Load  Variable
Annuity.

                                                               Ernst & Young LLP

Kansas City, Missouri
April 26, 2000

<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 4, 2000,  with  respect to the  condolidated
financial statements of Security Benefit Life Insurance Company and Subsidiaries
and the financial  statements of T. Rowe Price Variable Annuity Account included
in  Post-Effective  Amendment  No. 10 to the  Registration  Statement  under the
Securities Act of 1933 (Registration No. 33-83238) and Post-Effective  Amendment
No. 11 to the  Registration  Statement under the Investment  Company Act of 1940
(Registration  No. 811-8724) on Form N-4 and the related Statement of Additional
Information  accompanying  the  Prospectus  of T. Rowe Price  No-Load  Immediate
Variable Annuity.

                                                               Ernst & Young LLP

Kansas City, Missouri
April 26, 2000


<PAGE>
                                                         Item 24.b Exhibit (13)

                            EQUITY INCOME
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,032.30
                           ((1+T)^1)^1           =     (1.0323)^1
                             1+T                 =      1.0323
                               T                 =       .0323

4.75 Years (From Date of Inception 4/3/95)

              1000          (1+T)^4.75           =      2,109.77
                           ((1+T)^4.75)^4.75     =     (2.10977)^4.75
                             1+T                 =      1.1702
                               T                 =       .1702


                         INTERNATIONAL STOCK
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,325.60
                           ((1+T)^1)^1           =     (1.3256)^1
                             1+T                 =      1.3256
                               T                 =       .3256

4.75 Years (From Date of Inception 4/3/95)

              1000          (1+T)^4.75           =      2,000.74
                           ((1+T)^4.75)^4.75     =     (2.00074)^4.75
                             1+T                 =      1.1572
                               T                 =       .1572


<PAGE>


                          LIMITED-TERM BOND
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,003.20
                           ((1+T)^1)^1           =     (1.0032)^1
                             1+T                 =      1.0032
                               T                 =       .0032

4.75 Years (From Date of Inception 4/3/95)

              1000          (1+T)^4.75           =      1,239.28
                           ((1+T)^4.75)^4.75     =     (1.23928)^4.75
                             1+T                 =      1.0462
                               T                 =       .0462


                         NEW AMERICA GROWTH
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,121
                           ((1+T)^1)^1           =     (1.121)^1
                             1+T                 =      1.121
                               T                 =       .121

4.75 Years (From Date of Inception 4/3/95)

              1000          (1+T)^4.75           =      2,549.68
                           ((1+T)^4.75)^4.75     =     (2.54968)^4.75
                             1+T                 =      1.21780
                               T                 =       .2178


<PAGE>

                     PERSONAL STRATEGY BALANCED
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,077.6
                           ((1+T)^1)^1           =     (1.0776)^1
                             1+T                 =      1.0776
                               T                 =       .0776

4.75 Years (From Date of Inception 4/3/95)

              1000          (1+T)^4.75           =      1,945.50
                           ((1+T)^4.75)^4.75     =     (1.9455)^4.75
                             1+T                 =      1.15040
                               T                 =       .1504


                           MID-CAP GROWTH
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,230.80
                           ((1+T)^1)^1           =     (1.2308)^1
                             1+T                 =      1.2308
                               T                 =       .2308

3 Years (From Date of Inception 12/31/96)

              1000          (1+T)^3              =      1,764.98
                           ((1+T)^3)^3           =     (1.76498)^3
                             1+T                 =      1.2085
                               T                 =       .2085


<PAGE>

                            PRIME RESERVE
         AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1999

1 Year
              1000          (1+T)^1              =      1,042.80
                           ((1+T)^1)^1           =     (1.0428)^1
                             1+T                 =      1.0428
                               T                 =       .0428

3 Years (From Date of Inception 12/31/96)

              1000          (1+T)^3              =      1,144.12
                           ((1+T)^3)^3           =     (1.14412)^3
                             1+T                 =      1.0459
                               T                 =       .0459



                                  PRIME RESERVE
                   Money Market Yield as of December 31, 1999


CALCULATION OF CHANGE IN UNIT VALUE:
- -----------------------------------

( Unrounded     Unrounded )
(   Price         Price   )
( 12-31-99   -   12-23-99 ) = 11.441355930923 - 11.430330195142 = .00096460344
 -------------------------    ---------------------------------
(     Unrounded Price     )            11.430330195142
(        12-23-99         )


ANNUALIZED YIELD:
- ----------------

365/7(.00096460344) = 5.03%


EFFECTIVE YIELD:
- ---------------

(1 + .00096460344)^365/7 - 1 = 5.16%


<PAGE>

                         LIMITED - TERM BOND
          30 DAY YIELD CALCULATION AS OF DECEMBER 31, 1999


 [[       (41,764.58)          ]6]
2[[------------------------ + 1] ] - 1
 [[ (725,572.6197 x 12.39)     ] ]


 [(       (41,764.58)          )6]
2[(------------------------ + 1) ] - 1
 [(     (8,989,844.76)         ) ]


2[((.00464575 + 1)^6 ) - 1]


2[((1.00464575)^6) - 1]


2[(1.02820) - 1]


2(.0282)

         =    .0564    or    5.64%         December 31, 1999



<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 (the  "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, as my agent, any Registration  Statement  applicable
to separate  accounts of the Company,  as well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                  SISTER LORETTO MARIE COLWELL
                                                  ------------------------------
                                                  Sister Loretto Marie Colwell


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                  JULIA A. SMRHA
                                                  ------------------------------
                                                  Notary Public
My Commission Expires:

      7-8-2000
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of April, 2000.

                                                         JOHN C. DICUS
                                                         -----------------------
                                                         John C. Dicus


SUBSCRIBED AND SWORN to before me this 6th day of April, 2000.

                                                         MARY R. FALTER
                                                         -----------------------
                                                         Notary Public
My Commission Expires:

      1-30-2004
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Steven J. Douglass,  being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                         STEVEN J. DOUGLASS
                                                         -----------------------
                                                         Steven J. Douglass


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                         NANCY A. LEWIS
                                                        ------------------------
                                                         Notary Public
My Commission Expires:

      10-16-00
- ---------------------
<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 (the "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, as
my agent,  any  Registration  Statement  applicable to separate  accounts of the
Company, as well as any pre-effective  amendment,  post-effective  amendment and
any application for exemptive relief (including amendments to such applications)
for such  separate  accounts (now or hereafter  established  by the Company) and
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, each as amended,  any instrument or document filed as part thereof,  or in
connection  therewith or in any way related thereto,  with like effect as though
said  Registration  Statement  or other  document  had  been  signed  and  filed
personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        HOWARD R. FRICKE
                                                        ------------------------
                                                        Howard R. Fricke


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        ANNETTE E. CRIPPS
                                                        ------------------------
                                                        Notary Public
My Commission Expires:

      7/8/2001
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) SS.
COUNTY OF SEDGWICK  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, William W. Hanna,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        WILLIAM W. HANNA
                                                        ------------------------
                                                        William W. Hanna


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        DOROTHY A. HERR
                                                        ------------------------
                                                        Notary Public
My Commission Expires:

      8-21-2002
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF FLORIDA    )
                    ) SS.
COUNTY OF PINELLAS  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of April, 2000.

                                                        JOHN E. HAYES, JR.
                                                        ------------------------
                                                        John E. Hayes, Jr.


SUBSCRIBED AND SWORN to before me this 4th day of April, 2000.

                                                        DEBORAH K. WEST
                                                       -------------------------
                                                        Notary Public
My Commission Expires:

    July 6, 2002
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Kris A.  Robbins,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        KRIS A. ROBBINS
                                                        ------------------------
                                                        Kris A. Robbins


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        ANNETTE E. CRIPPS
                                                        ------------------------
                                                        Notary Public
My Commission Expires:

      7/8/2001
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                        FRANK C. SABATINI
                                                        ------------------------
                                                        Frank C. Sabatini


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                        PATRICIA A. CLARK
                                                        ------------------------
                                                        Notary Public

My Commission Expires:

      3-5-2002
- ---------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS    )
                   ) SS.
COUNTY OF SHAWNEE  )


KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY  (the  "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,  as my agent,  any  Registration  Statement  applicable  to
separate  accounts  of the  Company,  as  well as any  pre-effective  amendment,
post-effective  amendment and any  application for exemptive  relief  (including
amendments to such  applications)  for such separate  accounts (now or hereafter
established by the Company) and filed pursuant to the Investment  Company Act of
1940 or the Securities Act of 1933, each as amended,  any instrument or document
filed as part thereof, or in connection therewith or in any way related thereto,
with like effect as though said  Registration  Statement  or other  document had
been signed and filed personally by me in the capacity aforesaid.

IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of April, 2000.

                                                      ROBERT C. WHEELER
                                                      --------------------------
                                                      Robert C. Wheeler


SUBSCRIBED AND SWORN to before me this 3rd day of April, 2000.

                                                      NANCY G. DEBACKER
                                                      --------------------------
                                                      Notary Public
My Commission Expires:

       12/15/03
- ---------------------


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