VARIFLEX LS
N-4, 1999-12-30
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<PAGE>
                                                              File No. 333-
                                                              File No. 811-8836
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [X]
                         Amendment No.                                       [_]
                                      -----

                        (Check appropriate box or boxes)

                        SBL VARIABLE ANNUITY ACCOUNT VIII
                             (VARIFLEX EXTRA CREDIT)
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

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

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

                                                         Copies To:
Amy J. Lee, Associate General Counsel                    Jeffrey S. Puretz, Esq.
Security Benefit Group Building                          Dechert, Price & Rhoads
700 Harrison Street                                      1775 Eye Street, NW
Topeka, KS 66636-0001                                    Washington, DC 20005
(Name and address of Agent for Service)

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of this Registration Statement.

It is proposed that this filing will become effective:

[_]  immediately upon filing pursuant to paragraph (b) of Rule 485
[_]  on March 1, 2000, pursuant to paragraph (b) of Rule 485
[_]  60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_]  on March 1, 2000, pursuant to paragraph (a)(1) of Rule 485
[_]  75 days after filing pursuant to paragraph (a)(2) of Rule 485
[_]  on March 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.

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>

- --------------------------------------------------------------------------------
                     VARIFLEX EXTRA CREDIT VARIABLE ANNUITY

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT


      ISSUED BY:                                         MAILING ADDRESS:
SECURITY BENEFIT LIFE                                  SECURITY BENEFIT LIFE
INSURANCE COMPANY                                      INSURANCE COMPANY
700 SW HARRISON STREET                                 P.O. BOX 750497
TOPEKA, KANSAS 66636-0001                              TOPEKA, KANSAS 66675-0497
1-800-888-2461
- --------------------------------------------------------------------------------

   This  Prospectus  describes  the Variflex  Extra Credit  Variable  Annuity--a
flexible  purchase payment  deferred  variable annuity contract (the "Contract")
offered by Security Benefit Life Insurance  Company  ("Security  Benefit").  The
Contract is available for individuals as a non-tax  qualified  retirement  plan.
The Contract is also available for  individuals in connection  with a retirement
plan  qualified  under  Section 401,  403(b),  408,  408A or 457 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 Security Benefit called the Variable Annuity
Account  VIII,  or  to  the  Fixed  Account.   Each  Subaccount   invests  in  a
corresponding Series of the SBL Fund. The Subaccounts  currently available under
the Contract are:

    *  Growth                              *  Global Total Return
    *  Growth-Income                       *  Managed Asset Allocation
    *  Money Market                        *  Equity Income
    *  Worldwide Equity                    *  High Yield
    *  High Grade Income                   *  Social Awareness
    *  Enhanced Index                      *  Value
    *  International                       *  Small Cap
    *  Mid Cap                             *  Select 25
    *  Global Strategic Income

   Amounts allocated to the Fixed Account will accrue interest at rates that are
paid by Security  Benefit as described in "The Fixed Account," page 26. Contract
Value in the Fixed Account is guaranteed by Security Benefit.

   Amounts that you allocate to the Subaccounts under a Contract will vary based
on investment  performance  of the  Subaccounts.  No minimum  amount of Contract
Value is guaranteed.

   When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Options," page 25.

   This Prospectus  concisely sets forth  information about the Contract and the
Separate  Account  that you should  know before  purchasing  the  Contract.  The
"Statement  of  Additional  Information,"  dated March __, 2000,  which has been
filed with the Securities and Exchange  Commission  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  Security  Benefit at 700  Harrison  Street,
Topeka, Kansas 66636 or by calling 1-800-888-2461.  The table of contents of the
Statement of Additional Information is set forth on page 40 of this Prospectus.

   The SEC maintains a web site (http://www.sec.gov) that contains the Statement
of  Additional  Information,   material  incorporated  by  reference  and  other
information regarding companies that file electronically with the SEC.

- --------------------------------------------------------------------------------
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 the current  prospectus for the SBL Fund. You
should read the prospectuses carefully and retain them for future reference.

The Contract is not a deposit of a bank and is not insured or  guaranteed by the
Federal Deposit Insurance  Corporation or any other government agency. The value
of your Contract can go up and down and you could lose money.

Date:   March __, 2000
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------

                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS..............................................................     5
SUMMARY..................................................................     6
  PURPOSE OF THE CONTRACT................................................     6
  THE SEPARATE ACCOUNT AND SBL FUND......................................     6
  FIXED ACCOUNT..........................................................     6
  PURCHASE PAYMENTS......................................................     6
  CREDIT ENHANCEMENT.....................................................     6
  CONTRACT BENEFITS......................................................     6
  FREE-LOOK RIGHT........................................................     6
  CHARGES AND DEDUCTIONS.................................................     7
    Contingent Deferred Sales Charge.....................................     7
    Mortality and Expense Risk Charge....................................     7
    Administration Charge................................................     7
    Account Administration Charge........................................     7
    Premium Tax Charge...................................................     7
    Other Expenses.......................................................     7
  CONTACTING SECURITY BENEFIT............................................     7
EXPENSE TABLE............................................................     9
  CONTRACTUAL EXPENSES...................................................     9
  ANNUAL SEPARATE ACCOUNT EXPENSES.......................................     9
  ANNUAL MUTUAL FUND EXPENSES............................................     9
  EXAMPLES...............................................................    10
CONDENSED FINANCIAL INFORMATION..........................................    11
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND...    13
  SECURITY BENEFIT LIFE INSURANCE COMPANY................................    13
  PUBLISHED RATINGS......................................................    13
  SEPARATE ACCOUNT.......................................................    14
  SBL FUND...............................................................    14
    Series A (Growth Series).............................................    14
    Series B (Growth-Income Series)......................................    15
    Series C (Money Market Series).......................................    15
    Series D (Worldwide Equity Series)...................................    15
    Series E (High Grade Income Series)..................................    15
    Series H (Enhanced Index Series).....................................    15
    Series I (International Series)......................................    15
    Series J (Mid Cap Series)............................................    15
    Series K (Global Strategic Income Series)............................    15
    Series M (Global Total Return Series)................................    15
    Series N (Managed Asset Allocation Series)...........................    15
    Series O (Equity Income Series)......................................    15
    Series P (High Yield Series).........................................    15
    Series S (Social Awareness Series)...................................    15
    Series V (Value Series)..............................................    15
    Series X (Small Cap Series)..........................................    16
    Series Y (Select 25 Series)..........................................    16
    The Investment Adviser...............................................    16
THE CONTRACT.............................................................    16
  GENERAL................................................................    16
  APPLICATION FOR A CONTRACT.............................................    16
  PURCHASE PAYMENTS......................................................    17
  CREDIT ENHANCEMENT.....................................................    17
  ALLOCATION OF PURCHASE PAYMENTS........................................    17
  DOLLAR COST AVERAGING OPTION...........................................    17
  ASSET REALLOCATION OPTION..............................................    18
  TRANSFERS OF CONTRACT VALUE............................................    19
  CONTRACT VALUE.........................................................    19
  DETERMINATION OF CONTRACT VALUE........................................    19
  FULL AND PARTIAL WITHDRAWALS...........................................    19
  SYSTEMATIC WITHDRAWALS.................................................    20
  FREE-LOOK RIGHT........................................................    21
  DEATH BENEFIT..........................................................    21
  DISTRIBUTION REQUIREMENTS..............................................    22
  DEATH OF THE ANNUITANT.................................................    22
CHARGES AND DEDUCTIONS...................................................    22
  CONTINGENT DEFERRED SALES CHARGE.......................................    22
  WAIVER OF WITHDRAWAL CHARGE............................................    23
  MORTALITY AND EXPENSE RISK CHARGE......................................    23
  ADMINISTRATION CHARGE..................................................    24
  ACCOUNT ADMINISTRATION CHARGE..........................................    24
  PREMIUM TAX CHARGE.....................................................    24
  OTHER CHARGES..........................................................    24
  VARIATIONS IN CHARGES..................................................    24
  GUARANTEE OF CERTAIN CHARGES...........................................    24
  SBL FUND EXPENSES......................................................    24
ANNUITY PERIOD...........................................................    24
  GENERAL................................................................    24
  ANNUITY OPTIONS........................................................    25
    Option 1--Life Income................................................    25
    Option 2--Life Income with Guaranteed Payment of 5,
      10, 15 or 20 Years.................................................    25
    Option 3--Life with Installment or Unit Refund Option................    25
    Option 4--Joint and Last Survivor....................................    26
    Option 5--Payments for a Specified Period............................    26
    Option 6--Payments of a Specified Amount.............................    26
    Option 7--Period Certain.............................................    26
    Option 8--Joint and Contingent Survivor Option.......................    26
    Value of Variable Annuity Payments: Assumed Interest Rate............    26
  SELECTION OF AN OPTION.................................................    26
THE FIXED ACCOUNT........................................................    26
  INTEREST...............................................................    27
  DEATH BENEFIT..........................................................    27
  CONTRACT CHARGES.......................................................    27
  TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT.......................    28
  PAYMENTS FROM THE FIXED ACCOUNT........................................    28
MORE ABOUT THE CONTRACT..................................................    28
  OWNERSHIP..............................................................    28
    Joint Owners.........................................................    28
  DESIGNATION AND CHANGE OF BENEFICIARY..................................    28
  DIVIDENDS..............................................................    29
  PAYMENTS FROM THE SEPARATE ACCOUNT.....................................    29
  PROOF OF AGE AND SURVIVAL..............................................    29
  MISSTATEMENTS..........................................................    29
  LOANS..................................................................    29
  RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS.......................    30
FEDERAL TAX MATTERS......................................................    30
  INTRODUCTION...........................................................    30
  TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT................    31
    General..............................................................    31
    Charge for Security Benefit Taxes....................................    31
    Diversification Standards............................................    31
  INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS...........    32
    Surrenders or Withdrawals Prior to the Annuity Start Date............    32
    Surrenders or Withdrawals on or after the Annuity Start Date.........    32
    Penalty Tax on Certain Surrenders and Withdrawals....................    32
  ADDITIONAL CONSIDERATIONS..............................................    33
    Distribution-at-Death Rules..........................................    33
    Gift of Annuity Contracts............................................    33
    Contracts Owned by Non-Natural Persons...............................    33
    Multiple Contract Rule...............................................    33
    Possible Tax Changes.................................................    33
    Transfers, Assignments or Exchanges of a Contract....................    33
  QUALIFIED PLANS........................................................    33
    Section 401..........................................................    34
    Section 403(b).......................................................    35
    Section 408 and 408A.................................................    35
    Section 457..........................................................    36
    Rollovers............................................................    36
    Tax Penalties........................................................    36
    Withholding..........................................................    37
OTHER INFORMATION........................................................    37
  VOTING OF SBL FUND SHARES..............................................    37
  SUBSTITUTION OF INVESTMENTS............................................    37
  CHANGES TO COMPLY WITH LAW AND AMENDMENTS..............................    38
  REPORTS TO OWNERS......................................................    38
  TELEPHONE TRANSFER PRIVILEGES..........................................    38
  LEGAL PROCEEDINGS......................................................    39
  LEGAL MATTERS..........................................................    39
PERFORMANCE INFORMATION..................................................    39
ADDITIONAL INFORMATION...................................................    40
  REGISTRATION STATEMENT.................................................    40
  FINANCIAL STATEMENTS...................................................    40
STATEMENT OF ADDITIONAL INFORMATION......................................    40
APPENDIX A - IRA Disclosure Statement
APPENDIX B - Roth IRA Disclosure Statement

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
<PAGE>
DEFINITIONS

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

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

   ACCUMULATION UNIT -- A unit of measure used to calculate Contract Value.

   ANNUITANT -- The person that you designate to receive  annuity  payments.  If
you  designate  Joint  Annuitants,  "Annuitant"  means  both  Annuitants  unless
otherwise stated.

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

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

   ANNUITY PERIOD -- The period beginning on the Annuity Start Date during which
annuity payments are made.

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

   AUTOMATIC INVESTMENT PROGRAM -- A program pursuant to which purchase payments
are  automatically  paid from your bank account on a specified day of each month
or a salary reduction agreement.

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

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

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

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

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

   CREDIT  ENHANCEMENT  -- An  amount  added  to  Contract  Value  at the time a
Purchase Payment is applied.

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

   FIXED  ACCOUNT  -- An  account  that is part of  Security  Benefit's  General
Account to which you may allocate all or a portion of your Contract  Value to be
held for  accumulation  at fixed rates of interest (which may not be less than 3
percent) declared periodically by Security Benefit.

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

   HOME OFFICE -- The Annuity  Administration  Department  of Security  Benefit,
P.O. Box 750497, Topeka, Kansas 66675-0497.

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

   PARTICIPANT -- A Participant under a Qualified Plan.

   PURCHASE PAYMENT -- An amount paid to Security  Benefit as consideration  for
the Contract.

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

   SBL FUND -- A diversified,  open-end  management  investment company commonly
referred to as a mutual fund.

   SEPARATE  ACCOUNT -- The Variable Annuity Account VIII. A separate account of
Security Benefit that consists of accounts, referred to as Subaccounts,  each of
which invests in a corresponding Series of the SBL Fund.

   SUBACCOUNT  -- A division of the Separate  Account of Security  Benefit which
invests  in a  corresponding  series  of  the  SBL  Fund.  Currently,  seventeen
Subaccounts are available under the Contract.

   TERMINAL  ILLNESS  -- An  incurable  condition  that with a degree of medical
certainty will result in death within one year.

   VALUATION  DATE -- Each date on which the Separate  Account is valued,  which
currently  includes  each  day  that the New  York  Stock  Exchange  is open for
trading.  The New York Stock Exchange is closed on weekends and on the following
holidays:  New Year's Day,  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 of the Separate  Account.  The  Valuation  Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

   WITHDRAWAL  VALUE -- The amount you will receive upon full  withdrawal of the
Contract.  It is equal to Contract  Value less any Contract Debt, any applicable
withdrawal  charges,  any  pro  rata  account   administration  charge  and  any
uncollected premium taxes.

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
Account is briefly  described  under  "The  Fixed  Account,"  page 26 and in the
Contract.

PURPOSE OF THE  CONTRACT -- The  flexible  purchase  payment  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").  You may also purchase the Contract,  on an
individual  basis,  in connection with a retirement plan qualified under Section
401, 403(b), 408, 408A, or 457 of the Internal Revenue Code of 1986, as amended.
These plans are sometimes referred to in this Prospectus as "Qualified Plans."

THE SEPARATE ACCOUNT AND SBL FUND -- The Separate  Account is currently  divided
into seventeen accounts referred to as Subaccounts. See "Separate Account," page
14. Each Subaccount invests  exclusively in shares of a corresponding  Series of
the SBL Fund. The Series of SBL Fund,  each of which has a different  investment
objective or objectives,  are as follows:  Growth Series,  Growth-Income Series,
Money Market Series, Worldwide Equity Series, High Grade Income Series, Enhanced
Index Series,  International  Series,  Mid Cap Series,  Global  Strategic Income
Series,  Global Total Return Series,  Managed Asset  Allocation  Series,  Equity
Income Series, High Yield Series,  Social Awareness Series,  Value Series, Small
Cap Series and Select 25 Series. See "SBL Fund," page 14.

   You may allocate all or part of your  purchase  payments to the  Subaccounts.
Amounts that you allocate to the Subaccounts will increase or decrease in dollar
value depending on the investment performance of the Series of SBL Fund in which
such Subaccount invests. You bear the investment risk for amounts allocated to a
Subaccount.

FIXED ACCOUNT -- You may allocate all or part of your  purchase  payments to the
Fixed Account, which is part of Security Benefit's General Account. Amounts that
you  allocate to the Fixed  Account  earn  interest at rates  determined  at the
discretion  of Security  Benefit and are  guaranteed to be at least an effective
annual rate of 3 percent. See "The Fixed Account," page 26.

PURCHASE  PAYMENTS -- Your initial  purchase  payment must be at least  $10,000.
Thereafter, you may choose the amount and frequency of purchase payments, except
that the minimum subsequent  purchase payment is $500. See "Purchase  Payments,"
page 17.

CREDIT  ENHANCEMENT -- We will add an amount called a Credit Enhancement to your
Contract Value each time you make a Purchase Payment.

CONTRACT  BENEFITS -- You may transfer  Contract Value among the Subaccounts and
to and from the Fixed Account,  subject to certain  restrictions as described in
"The Contract," page 16 and "The Fixed Account," page 26.

   At any time before the Annuity  Start Date,  you may surrender a Contract for
its Withdrawal  Value, and may make partial  withdrawals,  including  systematic
withdrawals,  from Contract Value, subject to certain restrictions  described in
"The Fixed  Account," page 26. See "Full and Partial  Withdrawals,"  page 19 and
"Federal Tax Matters," page 30 for more information about withdrawals, including
the 10 percent 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.  Security  Benefit  guarantees  annuity payments under the
fixed Annuity Options. See "Annuity Period," page 24.

FREE-LOOK  RIGHT -- You may return the  Contract  within the  Free-Look  Period,
which is generally a ten-day period beginning when you receive the Contract.  In
this event, Security Benefit will refund to you purchase payments (not including
any Credit Enhancements)  allocated to the Fixed Account.  Security Benefit will
also refund any Contract Value  allocated to the  Subaccounts,  plus any charges
deducted from such Contract  Value,  less the value of any Credit  Enhancements.
Security  Benefit will refund  purchase  payments  allocated to the  Subaccounts
rather than Contract Value in those states where it is required to do so.

CHARGES AND  DEDUCTIONS  --  Security  Benefit  does not deduct  sales load from
purchase payments before allocating them to your Contract Value. Certain charges
will be deducted in connection with the Contract as described below.

   CONTINGENT  DEFERRED SALES CHARGE. If you withdraw  Contract Value,  Security
Benefit  may  deduct a  contingent  deferred  sales  charge  (which  may also be
referred to as a withdrawal charge). The amount of the withdrawal charge depends
on how long  your  Purchase  Payment  has been  held  under  the  Contract.  The
withdrawal  charge  will be waived  on  withdrawals  to the  extent  that  total
withdrawals in a Contract Year, including systematic withdrawals,  do not exceed
the Free Withdrawal amount defined as follows.

   The Free Withdrawal amount is equal in the first Contract Year, to 10 percent
of Purchase Payments made during the year and, in any subsequent  Contract Year,
to 10 percent of Contract  Value as of the first day of that Contract  Year. The
withdrawal  charge  applies  to the  portion  of any  withdrawal  consisting  of
Purchase  Payments and corresponding  Credit  Enhancements that exceeds the Free
Withdrawal  amount.  The  withdrawal  charge  does not apply to  withdrawals  of
earnings.

   The amount of the charge will depend on how long your Purchase  Payments have
been  held  under  the  Contract.   Each  Purchase  Payment  you  make  and  its
corresponding  Credit  Enhancement  is  considered  to  have  a  certain  "age,"
depending  on the length of time since the  Purchase  Payment was  effective.  A
Purchase  Payment is "age one" in the year  beginning  on the date the  Purchase
Payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  The  withdrawal  charge is  calculated  according to the  following
schedule:

            --------------------------------------------------------
            PURCHASE PAYMENT AGE (IN YEARS)        WITHDRAWAL CHARGE
            --------------------------------------------------------
                           1                              7%
                           2                              7%
                           3                              6%
                           4                              6%
                           5                              5%
                           6                              5%
                           7                              3%
                       8 and over                         0%
            --------------------------------------------------------

   The amount of the withdrawal charge assessed against your Contract will never
exceed 7 percent of Purchase Payments paid, and Credit Enhancements added, under
the Contract.  In addition,  no  withdrawal  charge will be assessed  upon:  (1)
payment of death  benefit  proceeds;  or (2) annuity  options  that  provide for
payments  for  life,  or a  period  of at least 7 years.  Subject  to  insurance
department approval, Security Benefit will also waive the withdrawal charge on a
full or partial  withdrawal  if the Owner has been  diagnosed  with a  medically
determinable  condition  which results in a life expectancy of one year or less,
or upon  confinement to a Hospital or Qualified  Skilled Nursing Facility for 90
consecutive days or more. See "Contingent Deferred Sales Charge," page 22.

   MORTALITY AND EXPENSE RISK CHARGE.  Security  Benefit  deducts a daily charge
from the assets of each  Subaccount  for mortality and expense risks equal to an
annual rate of 1.25 percent of each Subaccount's  average daily net assets.  See
"Mortality and Expense Risk Charge," page 23.

   ADMINISTRATION CHARGE. Security Benefit deducts a daily administration charge
equal to an annual rate of 0.15 percent of each  Subaccount's  average daily net
assets. See "Administration Charge," page 24.

   ACCOUNT   ADMINISTRATION   CHARGE.   Security   Benefit  deducts  an  account
administration charge of $30.00 at each calendar year end. Security Benefit will
waive  the  charge if your  Contract  Value is  $50,000  or more on the date the
charge is to be deducted. See "Account Administration Charge," page 24.

   PREMIUM  TAX  CHARGE.  Security  Benefit  assesses  a premium  tax  charge to
reimburse  itself  for any  premium  taxes that it incurs  with  respect to this
Contract. This charge will usually be deducted on the Annuity Start Date or upon
full  withdrawal  if a premium tax was  incurred by Security  Benefit and is not
refundable.  Partial  withdrawals,  including  systematic  withdrawals,  may  be
subject to a premium tax charge if a premium  tax is incurred on the  withdrawal
by Security  Benefit and is not refundable.  Security Benefit reserves the right
to deduct such taxes when due or anytime thereafter. Premium tax rates currently
range from 0 percent to 3.5 percent. See "Premium Tax Charge" on page 24.

   OTHER EXPENSES.  Security Benefit pays the operating expenses of the Separate
Account. Investment advisory fees and operating expenses of SBL Fund are paid by
the Fund and are  reflected  in the net asset  value of the Fund  shares.  For a
description of these charges and expenses, see the Prospectus for SBL Fund.

CONTACTING SECURITY BENEFIT -- You should direct all written requests,  notices,
and forms  required by the Contract,  and any questions or inquiries to Security
Benefit Life Insurance Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by
phone by calling (785) 431-3112 or 1-800-888-2461, extension 3112.

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 Contract
Value to the Subaccounts.  The table reflects any contractual charges,  expenses
of the Separate  Account,  and charges and expenses of SBL Fund.  The table does
not  reflect  premium  taxes that may be imposed by various  jurisdictions.  See
"Premium Tax  Charge,"  page 24. The  information  contained in the table is not
generally applicable to amounts allocated to the Fixed Account.

   For a complete  description of a Contract's costs and expenses,  see "Charges
and  Deductions,"  page 22. For a more  complete  description  of the SBL Fund's
costs  and  expenses,  see the  SBL  Fund  prospectus,  which  accompanies  this
Prospectus.

- --------------------------------------------------------------------------------
CONTRACTUAL EXPENSES
- --------------------------------------------------------------------------------
Sales Load on Purchase Payments........................................   None
Contingent Deferred Sales Charge
  (as a percentage of amount withdrawn attributable to
  Purchase Payments and Credit Enhancements)...........................   7%(1)
Transfer Fee (per transfer)............................................   None
Annual Account Administration Charge...................................   $30(2)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of each Subaccount's average daily net assets)
- --------------------------------------------------------------------------------
Annual Mortality and Expense Risk Charge................................   1.25%
Annual Administration Charge............................................   0.15%
                                                                           ----
Total Separate Account Annual Expenses..................................   1.40%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
ANNUAL MUTUAL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
- --------------------------------------------------------------------------------
                                                                        TOTAL
                                      ADVISORY         OTHER         MUTUAL FUND
                                       FEE(2)       EXPENSES(3)      EXPENSES(2)
Growth (Series A)....................   0.75%          0.06%            0.81%
Growth-Income (Series B).............   0.75%          0.05%            0.80%
Money Market (Series C)..............   0.50%          0.07%            0.57%
Worldwide Equity (Series D)..........   1.00%          0.26%            1.26%
High Grade Income (Series E).........   0.75%          0.08%            0.83%
Enhanced Index (Series H)............   0.75%          0.22%            0.97%
International (Series I).............   1.10%          0.57%            1.67%
Social Awareness (Series S)..........   0.75%          0.07%            0.82%
Mid Cap (Series J)...................   0.75%          0.07%            0.82%
Global Strategic Income (Series K)...   0.75%          0.91%            1.66%
Global Total Return (Series M).......   1.00%          0.24%            1.24%
Managed Asset Allocation (Series N)..   1.00%          0.22%            1.22%
Equity Income (Series O).............   1.00%          0.08%            1.08%
High Yield (Series P)................   0.75%          0.18%            0.93%
Value (Series V).....................   0.75%          0.14%            0.89%
Small Cap (Series X).................   1.00%          0.59%            1.59%
Select 25 (Series Y).................   0.75%          0.34%            1.09%
- --------------------------------------------------------------------------------
1.  The  amount  of the  contingent  deferred  sales  charge  is  determined  by
    reference  to how long  your  Purchase  Payments  and  corresponding  Credit
    Enhancements  have  been held  under  the  Contract.  A free  withdrawal  is
    available in each Contract Year equal to (1) 10 percent of Purchase Payments
    in the first  Contract  Year, and (2) 10 percent of Contract Value as of the
    beginning of the Contract Year in each  subsequent  Contract Year. See "Full
    and Partial  Withdrawals,"  page 19 and "Contingent  Deferred Sales Charge,"
    page 22 for more information.

2.  A  pro  rata  Account  administration  charge  is  deducted  (1)  upon  full
    withdrawal of Contract Value; (2) when a Contract has been in force for less
    than a full calendar year; (3) upon the Annuity Start Date if one of Annuity
    Options 1 through  4, 7 or 8 is  elected;  and (4) upon  payment  of a death
    benefit. The Account  administration  charge will be waived if your Contract
    Value is $50,000 or more upon the date it is to be deducted.

3.  During the fiscal year ended  December  31,  1998,  the  Investment  adviser
    waived the advisory fees of Series P and Series X. There can be no assurance
    that the Investment  Adviser will continue to waive the Series advisory fees
    after  December 31, 1998.  Expense  information  for Series P and X has been
    restated to reflect the fees that would have been  applicable had there been
    no fee waiver.

4.  Other  Expenses  for Series H, Series I and Series Y are based on  estimated
    amounts for the current fiscal year.
- --------------------------------------------------------------------------------

EXAMPLES -- The examples presented below show the expenses that you would pay at
the end of one,  three,  five  or ten  years  (except  for the  Enhanced  Index,
International and Select 25 Subaccounts which show expenses for only the one and
three year periods).  The information  presented applies if, at the end of those
time periods,  the Contract is (1)  surrendered,  or (2) annuitized or otherwise
not  surrendered.  The examples show expenses based upon an allocation of $1,000
to each of the Subaccounts and a hypothetical return of 5 percent.

   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
PERCENT  RETURN  ASSUMED  IN THE  EXAMPLES  IS  HYPOTHETICAL  AND  SHOULD NOT BE
CONSIDERED  A  REPRESENTATION  OF PAST OR FUTURE  ACTUAL  RETURNS,  WHICH MAY BE
GREATER OR LESSER THAN THE ASSUMED AMOUNT.

   Example -- You would pay the expenses shown below assuming full withdrawal of
the Contract at the end of the applicable time period:

- --------------------------------------------------------------------------------
                                   1 YEAR     3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Growth Subaccount..................  $76        $114        $145         $254
Growth-Income Subaccount...........   76         114         145          253
Money Market Subaccount............   74         107         133          230
Worldwide Equity Subaccount........   81         127         168          299
High Grade Income Subaccount.......   77         114         146          256
Enhanced Index Subaccount..........   78         119         ---          ---
International Subaccount...........   79         122         ---          ---
Mid Cap Subaccount.................   77         114         146          255
Global Strategic Income Subaccount.   85         139         187          337
Global Total Return Subaccount.....   81         127         167          297
Managed Asset Allocation Subaccount   81         126         166          295
Equity Income Subaccount...........   79         122         159          282
High Yield Subaccount..............   78         117         151          267
Social Awareness Subaccount........   77         114         146          255
Value Subaccount...................   77         116         149          263
Small Cap Subaccount...............   84         137         184          331
Select 25 Subaccount...............   79         122         ---          ---
- --------------------------------------------------------------------------------

   Example -- You would pay the expenses shown below assuming NO withdrawals:

- --------------------------------------------------------------------------------
                                   1 YEAR     3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------------------------------------
Growth Subaccount..................  $22        $69         $118         $254
Growth-Income Subaccount...........   22         69          118          253
Money Market Subaccount............   20         62          106          230
Worldwide Equity Subaccount........   27         83          141          299
High Grade Income Subaccount.......   23         70          119          256
Enhanced Index Subaccount..........   24         74          ---          ---
International Subaccount...........   31         95          ---          ---
Mid Cap Subaccount.................   23         69          119          255
Global Strategic Income Subaccount.   31         95          161          337
Global Total Return Subaccount.....   27         82          140          297
Managed Asset Allocation Subaccount   27         81          139          295
Equity Income Subaccount...........   25         77          132          282
High Yield Subaccount..............   24         73          125          267
Social Awareness Subaccount........   23         69          119          255
Value Subaccount...................   23         72          123          263
Small Cap Subaccount...............   30         72          116          240
Select 25 Subaccount...............   25         78         ----          ---
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION

   The following  condensed  financial  information  presents  accumulation unit
values for the years ended  December 31, 1999,  1998,  1997 and 1996 and for 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(1)        1996          1995
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>           <C>           <C>             <C>
GROWTH SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $25.06        $20.26        $15.96        $13.20        $10.00
   End of period..........................................                 $25.06        $20.26        $15.96        $13.20
Accumulation units outstanding at the end of period.......              4,778,310     3,449,970     1,987,463       289,693
- ---------------------------------------------------------------------------------------------------------------------------
GROWTH-INCOME SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $19.58        $18.46        $14.80        $12.70        $10.00
   End of period..........................................                 $19.58        $18.46        $14.80        $12.70
Accumulation units outstanding at the end of period.......              3,161,657     2,571,374     1,388,519       248,974
- ---------------------------------------------------------------------------------------------------------------------------
MONEY MARKET SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $11.51        $11.12        $10.72        $10.35        $10.00
   End of period..........................................                 $11.51        $11.12        $10.72        $10.35
Accumulation units outstanding at the end of period.......              2,099,523     1,754,200     1,520,180       288,907
- ---------------------------------------------------------------------------------------------------------------------------
WORLDWIDE EQUITY SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $16.43        $13.87        $13.21        $11.42        $10.00
   End of period..........................................                 $16.43        $13.87        $13.21        $11.42
Accumulation units outstanding at the end of period.......              2,293,514     1,835,594     1,183,160       126,206
- ---------------------------------------------------------------------------------------------------------------------------
HIGH GRADE INCOME SUBACCOUNT
Accumulation unit value:
   Beginning of period....................................   $13.07        $12.27        $11.31        $11.56        $10.00
   End of period..........................................                 $13.07        $12.27        $11.31        $11.56
Accumulation units outstanding at the end of period.......              2,409,250     1,607,065     1,631,708       244,306
- ---------------------------------------------------------------------------------------------------------------------------
MID CAP SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $19.04        $16.37        $13.84        $11.89        $10.00
   End of period..........................................                 $19.04        $16.37        $13.84        $11.89
Accumulation units outstanding at the end of period.......              1,468,017     1,234,228       772,390       133,581
- ---------------------------------------------------------------------------------------------------------------------------
GLOBAL STRATEGIC INCOME SUBACCOUNT
Accumulation unit value:
   Beginning of period....................................   $13.10        $12.43        $11.96        $10.67        $10.00
   End of period..........................................                 $13.10        $12.43        $11.96        $10.67
Accumulation units outstanding at the end of period.......                364,793       382,445       328,077        86,477
- ---------------------------------------------------------------------------------------------------------------------------
GLOBAL TOTAL RETURN SUBACCOUNT
Accumulation unit value:
   Beginning of period....................................   $13.90        $12.52        $11.96        $10.62        $10.00
   End of period..........................................                 $13.90        $12.52        $11.96        $10.62
Accumulation units outstanding at the end of period.......              1,063,148     1,454,825     1,361,078       471,091
- ---------------------------------------------------------------------------------------------------------------------------
MANAGED ASSET ALLOCATION SUBACCOUNT
Accumulation unit value:
   Beginning of period....................................   $16.14        $13.82        $11.84        $10.64        $10.00
   End of period..........................................                 $16.14        $13.82        $11.84        $10.64
Accumulation units outstanding at the end of period.......              1,927,318     1,213,323       715,033       231,852
- ---------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $18.69        $17.38        $13.73        $11.61        $10.00
   End of period..........................................                 $18.69        $17.38        $13.73        $11.61
Accumulation units outstanding at the end of period.......              3,562,159     3,117,060     1,764,015       267,317
- ---------------------------------------------------------------------------------------------------------------------------
HIGH YIELD SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $12.36        $11.84        $10.00           ---           ---
   End of period..........................................                 $12.36        $11.84           ---           ---
Accumulation units outstanding at the end of period.......                945,133       316,416           ---           ---
- ---------------------------------------------------------------------------------------------------------------------------
SOCIAL AWARENESS SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $23.04        $17.78        $14.69        $12.56        $10.00
   End of period..........................................                 $23.04        $17.78        $14.69        $12.56
Accumulation units outstanding at the end of period.......              1,140,285       541,120       220,549        37,149
- ---------------------------------------------------------------------------------------------------------------------------
VALUE SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $14.96        $13.01        $10.00           ---           ---
   End of period..........................................                 $14.96        $13.01           ---           ---
Accumulation units outstanding at the end of period.......              1,108,840       372,693           ---           ---
- ---------------------------------------------------------------------------------------------------------------------------
SMALL CAP SUBACCOUNT Accumulation unit value:
   Beginning of period....................................   $10.50        $ 9.55        $10.00           ---           ---
   End of period..........................................                 $10.50        $ 9.55           ---           ---
Accumulation units outstanding at the end of period.......                280,763        25,182           ---           ---
- ---------------------------------------------------------------------------------------------------------------------------
<FN>
1.  High Yield Subaccount and Value Subaccount for the period July 3, 1997 (inception) through December 31, 1997. Small Cap
    Subaccount for the period October 15, 1997 (inception) through December 31, 1997.
</FN>
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND SBL FUND

SECURITY BENEFIT LIFE INSURANCE  COMPANY -- Security Benefit 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,  Security  Benefit  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  Security  Benefit  after  that  date
automatically become members in the mutual holding company.

   Security  Benefit  offers a  complete  line of life  insurance  policies  and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of the end of 1999,  Security Benefit had total assets of  approximately  $__
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of approximately $___ billion.

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

PUBLISHED  RATINGS  --  Security  Benefit  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 Security Benefit
and should not be considered as bearing on the investment  performance of assets
held in the Separate Account. Each year 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 Security Benefit 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 -- Security  Benefit  established  the Separate  Account under
Kansas law on September 12, 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 Security Benefit. Kansas law provides that assets in
a separate account  attributable to the reserves and other liabilities under the
contracts may not be charged with  liabilities  arising from any other  business
that the  insurance  company  conducts  if, and to the extent the  contracts  so
provide.  The  Contract  contains  such a provision.  Security  Benefit owns the
assets in the Separate Account and is required to maintain  sufficient assets in
the  Separate  Account  to meet  all  Separate  Account  obligations  under  the
Contracts.  Security  Benefit may  transfer to its General  Account  assets that
exceed anticipated  obligations of the Separate Account. All obligations arising
under the  Contracts  are general  corporate  obligations  of Security  Benefit.
Security  Benefit  may invest its own assets in the  Separate  Account for other
purposes,  but not to support  contracts other than variable annuity  contracts,
and may accumulate in the Separate  Account  proceeds from Contract  charges and
investment results applicable to those assets.

   The Separate  Account is currently  divided into seventeen  Subaccounts.  The
Contract  provides that the 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  Series of the SBL Fund.  Security
Benefit  may in the future  establish  additional  Subaccounts  of the  Separate
Account,  which  may  invest  in  other  Series  of the  SBL  Fund  or in  other
securities, mutual funds, or investment vehicles.

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

SBL FUND -- SBL Fund is a diversified, open-end management investment company of
the  series  type.  It is  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  Fund.  SBL Fund  currently  has  seventeen  separate
portfolios ("Series"), each of which pursues different investment objectives and
policies.

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

   A summary of the investment objective of each Series of SBL Fund is set forth
below.  We cannot  assure  that any Series  will  achieve  its  objective.  More
detailed  information is contained in the  accompanying  prospectus of SBL Fund,
including   information  on  the  risks  associated  with  the  investments  and
investment techniques of each Series.

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

SERIES A (GROWTH  SERIES) -- Amounts that you allocate to the Growth  Subaccount
are  invested  in  Series  A. The  investment  objective  of Series A is to seek
long-term  capital  growth by  investing in a broadly  diversified  portfolio of
common stocks,  securities  convertible  into common stocks,  preferred  stocks,
bonds and other debt securities.

SERIES  B   (GROWTH-INCOME   SERIES)  --  Amounts   that  you  allocate  to  the
Growth-Income  Subaccount  are  invested in Series B.  Series B seeks  long-term
growth of capital  with  secondary  emphasis on income by  investing  in various
types of securities,  including common stocks, convertible securities, preferred
stocks  and debt  securities.  Series B's  investments  in debt  securities  may
include  securities rated below investment grade.  Series B may also temporarily
invest in government bonds or commercial paper.

SERIES C (MONEY MARKET  SERIES) -- Amounts that you allocate to the Money Market
Subaccount are invested in Series C. The investment  objective of Series C is to
provide  as high a level of  current  income as is  consistent  with  preserving
capital.  It invests in high quality money market instruments with maturities of
not longer than thirteen months.

SERIES D (WORLDWIDE EQUITY SERIES) -- Amounts that you allocate to the Worldwide
Equity Subaccount are invested in Series D. The investment objective of Series D
is to seek long-term growth of capital  primarily  through  investment in common
stocks and  equivalents  of  companies  domiciled in foreign  countries  and the
United States.

SERIES E (HIGH GRADE  INCOME  SERIES) -- Amounts  that you  allocate to the High
Grade Income  Subaccount are invested in Series E. The  investment  objective of
Series E is to provide current income with security of principal. Series E seeks
to achieve  this  investment  objective  by  investing  in a broad range of debt
securities,  including U.S. and foreign corporate debt securities and securities
issued by the U.S. and foreign governments.

SERIES H (ENHANCED  INDEX  SERIES) -- Amounts  that you allocate to the Enhanced
Index Subaccount are invested in Series H. The investment  objective of Series H
is to seek to outperform the S&P 500 Index through stock selection  resulting in
different weightings of common stocks relative to the index.

SERIES  I   (INTERNATIONAL   SERIES)  --  Amounts   that  you  allocate  to  the
International  Subaccount are invested in Series I. The investment  objective of
Series I is to seek long-term  capital  appreciation  by investing  primarily in
non-U.S. equity securities and other securities with equity characteristics.

SERIES J (MID CAP SERIES) -- Amounts that you allocate to the Mid Cap Subaccount
are  invested  in  Series  J. The  investment  objective  of Series J is to seek
capital  appreciation  through investment in a broadly diversified  portfolio of
securities which may include common stocks,  preferred  stocks,  debt securities
and securities convertible into common stocks.

SERIES K (GLOBAL  STRATEGIC  INCOME  SERIES) -- Amounts that you allocate to the
Global  Strategic  Income  Subaccount  are invested in Series K. The  investment
objective  of  Series K is to seek  high  current  income  and,  as a  secondary
objective,  capital  appreciation  by investing in a combination  of foreign and
domestic  high-yield,  lower  rated  debt  securities  (commonly  known as "junk
bonds").

SERIES M (GLOBAL TOTAL RETURN SERIES) -- Amounts that you allocate to the Global
Total Return  Subaccount are invested in Series M. The  investment  objective of
Series M is to seek high total return  consisting  of capital  appreciation  and
current  income.  Series M seeks this  objective  through asset  allocation  and
security selection by investing in a diversified  portfolio of global equity and
bond securities.

SERIES N (MANAGED ASSET  ALLOCATION  SERIES) -- Amounts that you allocate to the
Managed Asset  Allocation  Subaccount  are invested in Series N. The  investment
objective  of  Series N is to seek a high  level of total  return  by  investing
primarily in a diversified portfolio of debt and equity securities.

SERIES O (EQUITY  INCOME  SERIES) --  Amounts  that you  allocate  to the Equity
Income Subaccount are invested in Series O. The investment objective of Series O
is to seek to provide substantial  dividend income and also capital appreciation
by  investing   primarily  in  dividend-paying   common  stocks  of  established
companies.

SERIES P (HIGH  YIELD  SERIES) -- Amounts  that you  allocate  to the High Yield
Subaccount are invested in Series P. The investment  objective of Series P is to
seek high current income. Capital appreciation is a secondary objective.  Series
P seeks its objectives by investing  primarily in higher  yielding,  higher risk
debt securities (commonly referred to as "junk bonds").

SERIES S (SOCIAL  AWARENESS  SERIES) -- Amounts  that you allocate to the Social
Awareness  Subaccount  are  invested in Series S. The  investment  objective  of
Series S is to seek  capital  appreciation  by  investing  in  various  types of
securities which meet certain social criteria established for the Series. Series
S  will  invest  in  a  diversified  portfolio  of  common  stocks,  convertible
securities,  preferred  stocks  and debt  securities.  Series S may  temporarily
invest in government bonds or commercial paper.

SERIES V (VALUE SERIES) -- Amounts that you allocate to the Value Subaccount are
invested in Series V. The investment  objective of Series V is to seek long-term
growth of capital by investing in a diversified  portfolio  consisting primarily
of common stocks.  The Series will invest in stocks that the Investment  Adviser
believes are undervalued relative to assets, earnings,  growth potential or cash
flow.

SERIES X (SMALL  CAP  SERIES)  --  Amounts  that you  allocate  to the Small Cap
Subaccount are invested in Series X. The investment  objective of Series X is to
seek long-term growth of capital by investing  primarily in domestic and foreign
equity securities of small capitalization companies (defined as companies with a
market capitalization  substantially similar to that of companies in the Russell
2500 Index at the time of investment).

SERIES Y (SELECT  25  SERIES)  --  Amounts  that you  allocate  to the Select 25
Subaccount are invested in Series Y. The investment  objective of Series Y is to
seek  long-term  growth of capital by  concentrating  its  investments in a core
position  of 20-30  common  stocks  of growth  companies  which  have  exhibited
consistent above average earnings growth.

THE  INVESTMENT  ADVISER -- Security  Management  Company,  LLC, 700 SW Harrison
Street, Topeka, Kansas 66636, serves as Investment Adviser to each Series of SBL
Fund.  The  Investment  Adviser  is  registered  with  the SEC as an  investment
adviser.  The Investment Adviser formulates and implements  continuing  programs
for the  purchase  and sale of  securities  in  compliance  with the  investment
objectives,  policies,  and restrictions of each Series,  and is responsible for
the day to day decisions to buy and sell securities for the Series except Series
D, H, I, K, M, N, O and X. See the accompanying SBL Fund prospectus for details.
The  Investment  Adviser has  engaged  OppenheimerFunds,  Inc.,  Two World Trade
Center, New York, New York 10048-0203,  to provide investment  advisory services
to Series D; Bankers  Trust  Company,  130 Liberty  Street,  New York,  New York
10006, to provide investment  advisory services to Series H and I; T. Rowe Price
Associates,  Inc., 100 East Pratt Street, Baltimore,  Maryland 21202, to provide
investment  advisory services to Series N and O; Wellington  Management  Company
LLP, 75 State Street,  Boston, MA 02109, to provide investment advisory services
to Series K and M; and  Strong  Capital  Management  Corporation,  100  Heritage
Reserve, Menomonee,  Wisconsin 53051, to provide investment advisory services to
Series X.

THE CONTRACT

GENERAL -- Security Benefit issues the Contract  offered by this Prospectus.  It
is a flexible purchase payment 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 it is
the Owner  under a Contract  who  assumes  the risk of  investment  gain or loss
rather than  Security  Benefit.  When you are ready to begin  receiving  annuity
payments,  the Contract  provides  several  Annuity Options under which Security
Benefit will pay periodic annuity payments on a variable basis, a fixed basis or
both, beginning on the Annuity Start Date. The amount that will be available for
annuity payments will depend on the investment performance of the Subaccounts to
which you have allocated  Purchase  Payments and the amount of interest credited
on Contract Value that you have allocated to the Fixed 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 in connection with certain tax qualified retirement plans that meet
the  requirements  of Section 401,  403(b),  408,  408A,  or 457 of the Internal
Revenue Code  ("Qualified  Plan").  Certain federal tax advantages are currently
available to  retirement  plans that qualify as (1)  self-employed  individuals'
retirement  plans under Section 401, such as HR-10 and Keogh plans,  (2) pension
or  profit-sharing  plans  established  by an  employer  for the  benefit of its
employees  under Section 401, (3) individual  retirement  accounts or annuities,
including  those  established  by an employer as a simplified  employee  pension
plan, under Section 408, (4) annuity purchase plans of public school systems and
certain   tax-exempt   organizations   under  Section  403(b)  or  (5)  deferred
compensation  plans  for  employees  established  by a unit of a state  or local
government or by a tax-exempt  organization  under Section 457. Joint Owners are
permitted only on a Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT -- If you wish to purchase a Contract, you may submit
an application and an initial purchase payment to Security  Benefit,  as well as
any other form or  information  that  Security  Benefit  may  require.  Security
Benefit  reserves the right to reject an application or Purchase Payment for any
reason,  subject to Security Benefit's underwriting standards and guidelines and
any applicable state or federal law relating to nondiscrimination.

   The maximum age of an Owner or Annuitant  for which a Contract will be issued
is age 80. If there are Joint Owners or  Annuitants,  the maximum issue age will
be determined by reference to the older Owner or Annuitant.

PURCHASE  PAYMENTS -- The minimum initial purchase payment for the purchase of a
Contract  is $10,000.  Thereafter,  you may choose the amount and  frequency  of
purchase payments,  except that the minimum subsequent purchase payment is $500.
The minimum  subsequent  purchase  payment if you elect an Automatic  Investment
Program  is $50.  Security  Benefit  may  reduce the  minimum  purchase  payment
requirement under certain circumstances. A purchase payment exceeding $1 million
will not be accepted without prior approval of Security Benefit.

   Security  Benefit will apply the initial  purchase payment not later than the
end of the second  Valuation  Date after the  Valuation  Date it is  received by
Security Benefit;  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. The application form will be provided
by  Security   Benefit.   If  Security  Benefit  does  not  receive  a  complete
application,  Security  Benefit  will  notify  you  that it does  not  have  the
necessary  information to issue a Contract.  If you do not provide the necessary
information to Security  Benefit within five Valuation Dates after the Valuation
Date on which Security Benefit first receives the initial purchase payment or if
Security  Benefit  determines it cannot  otherwise issue the Contract,  Security
Benefit  will return the initial  purchase  payment to you unless you consent to
Security  Benefit  retaining the purchase  payment until the application is made
complete.

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

CREDIT  ENHANCEMENT  -- Security  Benefit will add a Credit  Enhancement to your
Contract  Value at the time each Purchase  Payment is applied to this  Contract.
The amount of a Credit  Enhancement is determined at the time a Purchase Payment
is made as a percentage of each Purchase  Payment  applied to the Contract.  The
Credit  Enhancement  will  be  allocated  among  the  Subaccounts  in  the  same
proportion as the applicable Purchase Payment.  The amount returned if the Owner
exercises  his or her right to return the  Contract  during the free look period
will be  reduced  by any  Credit  Enhancements  applied.  The  amount  of Credit
Enhancement  for each  Purchase  Payment  will be based upon the total  Purchase
Payments  made into the  Contract,  less the total  withdrawals,  including  any
withdrawal  charges,  as of the date of the  Purchase  Payment,  as shown in the
table below:

- --------------------------------------------------------------------------------
                                                                       CREDIT
TOTAL PURCHASE PAYMENTS, LESS WITHDRAWALS AND WITHDRAWAL CHARGES     ENHANCEMENT
- --------------------------------------------------------------------------------
Less than $10,000...............................................         0%
At least $10,000 but less than $1,000,000.......................         4%
$1,000,000 or more..............................................         5%
- --------------------------------------------------------------------------------

ALLOCATION OF PURCHASE PAYMENTS -- In an application for a Contract,  you select
the  Subaccounts  or the Fixed  Account to which  purchase  payments  and credit
enhancements will be allocated.  Purchase payments and Credit  Enhancements 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 $25.00 per payment being  allocated
to any one  Subaccount  or the Fixed  Account.  The  allocations  may be a whole
dollar amount or a whole percentage.  Available allocation  alternatives include
the seventeen Subaccounts and the Fixed Account.

   You may change the purchase payment  allocation  instructions by submitting a
proper written  request to Security  Benefit's  Home Office.  A proper change in
allocation  instructions  will be effective upon receipt by Security  Benefit at
its Home  Office  and will  continue  in  effect  until  you  submit a change in
instructions  to the  company.  You may make  changes in your  purchase  payment
allocation   and  changes  to  an  existing   Dollar  Cost  Averaging  or  Asset
Reallocation  Option by telephone provided the Telephone Transfer section of the
application  or  an  Authorization  for  Telephone  Requests  form  is  properly
completed,  signed, and filed at Security Benefit's Home Office.  Changes in the
allocation  of future  purchase  payments  have no effect on  existing  Contract
Value. You may,  however,  transfer Contract Value among the Subaccounts and the
Fixed Account in the manner described in "Transfers of Contract Value," page 19.

DOLLAR COST AVERAGING  OPTION -- Prior to the Annuity Start Date, you may dollar
cost  average  your  Contract  Value by  authorizing  Security  Benefit  to make
periodic  transfers of Contract  Value from any one Subaccount to one or more of
the other Subaccounts. Dollar cost averaging is a systematic method of investing
in which  securities are purchased at regular  intervals in fixed dollar amounts
so that the cost of the  securities  gets  averaged  over time and possibly over
various market cycles.  The option will result in the transfer of Contract Value
from one Subaccount to one or more of the other Subaccounts. Amounts transferred
under this option will be credited at the price of the  Subaccount as of the end
of the Valuation Dates on which the transfers are effected. Since the price of a
Subaccount's  Accumulation  Units  will  vary,  the  amounts  transferred  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  transferred  from a  Subaccount  will result in a debiting of a greater
number  of units  when the 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.

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

   After Security Benefit has received a Dollar Cost Averaging Request in proper
form at its Home Office,  Security  Benefit will transfer  Contract Value in the
amounts you designate from the Subaccount from which transfers are to be made to
the Subaccount or Subaccounts you have chosen. Security Benefit will effect each
transfer on the date you specify or if no date is  specified,  on the monthly or
quarterly anniversary, whichever corresponds to the period selected, of the date
of receipt at the Home Office of a Dollar Cost Averaging Request in proper form.
Transfers will be made until the total amount elected has been  transferred,  or
until Contract Value in the  Subaccount  from which  transfers are made has been
depleted. Amounts periodically transferred under this option are not included in
the 14  transfers  per  Contract  Year  that  are  allowed  as  discussed  under
"Transfers of Contract Value," page 19.

   You may  instruct  Security  Benefit at any time to  terminate  the option by
written request to Security  Benefit's Home Office.  In that event, the Contract
Value in the Subaccount  from which  transfers were being made that has not been
transferred will remain in that Subaccount unless you instruct us otherwise.  If
you wish to continue  transferring  on a dollar cost  averaging  basis after the
expiration  of  the  applicable  period,  the  total  amount  elected  has  been
transferred,  or the  Subaccount  has been  depleted,  or after the Dollar  Cost
Averaging Option has been canceled,  a new Dollar Cost Averaging Request must be
completed and sent to the Home Office.  Security  Benefit requires that you wait
at least a month (or a quarter  if  transfers  were made on a  quarterly  basis)
before  reinstating  Dollar Cost Averaging  after it has been terminated for any
reason.  Security  Benefit may discontinue,  modify,  or suspend the Dollar Cost
Averaging Option at any time.

   You may also dollar cost average Contract Value to or from the Fixed Account,
subject to certain restrictions described under "The Fixed Account," page 26.

ASSET REALLOCATION  OPTION -- Prior to the Annuity Start Date, you may authorize
Security  Benefit  to  automatically  transfer  Contract  Value on a  quarterly,
semiannual or annual basis to maintain a particular  percentage allocation among
the  Subaccounts.  The Contract Value  allocated to each Subaccount will grow or
decline in value at  different  rates  during  the  selected  period,  and Asset
Reallocation  automatically reallocates the Contract Value in the Subaccounts to
the allocation you selected on a quarterly,  semiannual or annual basis,  as you
select.  Asset  Reallocation  is intended to transfer  Contract Value from those
Subaccounts that have increased in value to those Subaccounts that have declined
in value.  Over time,  this  method of  investing  may help you buy low and sell
high. This investment method does not guarantee profits, nor does it assure that
you will not have losses.

   To elect this  option an Asset  Reallocation  Request in proper  form must be
received by Security Benefit at its Home Office. An Asset  Reallocation  Request
form is available  upon request.  On the form,  you must indicate the applicable
Subaccounts,  the applicable time period and the percentage of Contract Value to
be allocated to each Subaccount.

   Upon receipt of the Asset Reallocation Request,  Security Benefit will effect
a transfer or, in the case of a new Contract, will allocate the initial purchase
payment,  among the Subaccounts  based upon the  percentages  that you selected.
Thereafter,  Security  Benefit will  transfer  Contract  Value to maintain  that
allocation on each quarterly,  semiannual or annual anniversary,  as applicable,
of the date of Security Benefit's receipt of the Asset  Reallocation  Request in
proper  form.  The  amounts  transferred  will be  credited  at the price of the
Subaccount  as of the  end of the  Valuation  Date  on  which  the  transfer  is
effected. Amounts periodically transferred under this option are not included in
the 14  transfers  per  Contract  Year  that  are  allowed  as  discussed  under
"Transfers of Contract Value," page 19.

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

   Contract  Value  allocated to the Fixed  Account may be included in the Asset
Reallocation option, subject to certain restrictions described in "Transfers and
Withdrawals from the Fixed Account," page 28.

TRANSFERS OF CONTRACT VALUE -- Prior to the Annuity Start Date, you may transfer
Contract Value among the  Subaccounts  upon proper  written  request to Security
Benefit's Home Office.  You may make transfers (other than transfers pursuant to
the Dollar Cost  Averaging and Asset  Reallocation  Options) by telephone if the
Telephone  Transfer section of the application or an Authorization for Telephone
Requests  form  has been  properly  completed,  signed  and  filed  at  Security
Benefit's  Home  Office.  The  minimum  transfer  amount is $500,  or the amount
remaining in a given  Subaccount.  The minimum transfer amount does not apply to
transfers under the Dollar Cost Averaging or Asset Reallocation Options.

   You may also  transfer  Contract  Value  from the  Subaccounts  to the  Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account," page 26.

   Security  Benefit  generally  does not  limit  the  frequency  of  transfers,
although  Security  Benefit  reserves  the  right at a future  date to limit the
number of transfers to 14 in a Contract Year. Security Benefit also reserves the
right to limit the size and  frequency  of such  transfers,  and to  discontinue
telephone transfers.

CONTRACT  VALUE  -- The  Contract  Value  is the sum of the  amounts  under  the
Contract held in each Subaccount and the Fixed Account as well as any amount set
aside in the loan account to secure loans as of any Valuation Date.

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

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

   Assets in the  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,  including any
Credit Enhancements, allocated to the particular Subaccount by the price for the
Subaccount as of the end of the Valuation  Period in which the purchase  payment
is credited.  In addition,  other transactions  including loans, full or partial
withdrawals,  transfers,  and assessment of certain charges against the Contract
affect the number of  Accumulation  Units credited to a Contract.  The number of
units credited or debited in connection with any such  transaction is determined
by dividing the dollar amount of such  transaction  by the price of the affected
Subaccount.  The price of each  Subaccount is determined on each Valuation Date.
The number of Accumulation  Units credited to a Contract shall not be changed by
any subsequent change in the value of an Accumulation Unit, but the dollar value
of an Accumulation Unit may vary from Valuation Date to Valuation Date depending
upon the  investment  experience  of the  Subaccount  and  charges  against  the
Subaccount.

   The  price of each  Subaccount's  units  initially  was $10.  The  price of a
Subaccount  on any  Valuation  Date takes into  account the  following:  (1) the
investment  performance  of the  Subaccount,  which is based upon the investment
performance  of the  corresponding  Series of SBL  Fund,  (2) any  dividends  or
distributions paid by the corresponding  Series,  (3) the charges,  if any, that
may be assessed by Security  Benefit for taxes  attributable to the operation of
the  Subaccount,  (4) the  mortality and expense risk charge under the Contract,
and (5) the administration charge under the Contract.

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

   The  proceeds  received  upon  a  full  withdrawal  will  be  the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office, less any outstanding  Contract Debt, any
applicable  withdrawal charges,  any pro rata account charge and any uncollected
premium taxes.

   Security  Benefit  requires  the  signature  of all Owners on any request for
withdrawal,  and a guarantee  of all such  signatures  to effect the transfer or
exchange of all or part of the Contract for another  investment.  The  signature
guarantee  must be provided by an eligible  guarantor,  such as a bank,  broker,
credit union,  national  securities  exchange or savings  association.  Security
Benefit further requires that any request to transfer or exchange all or part of
the Contract for another  investment  be made upon a transfer  form  provided by
Security Benefit which is available upon request.

   A partial  withdrawal  may be requested for a specified  percentage or dollar
amount of Contract Value.  Each partial  withdrawal must be at least $500 except
systematic  withdrawals discussed below. A request for a partial withdrawal will
result in a payment by Security  Benefit of the amount  specified in the partial
withdrawal  request  provided  there is  sufficient  Contract  Value to meet the
request.  Upon payment, the Contract Value will be reduced by an amount equal to
the payment and any applicable  withdrawal  charge and premium tax. If a partial
withdrawal  is  requested  after the first  Contract  Year that would  leave the
Withdrawal Value in the Contract less than $5,000, Security Benefit reserves the
right to treat the partial withdrawal as a request for a full withdrawal.

   Security  Benefit  will  deduct the amount of a partial  withdrawal  from the
Contract  Value in the  Subaccounts  and the  Fixed  Account,  according  to the
Contractowner's  instructions to Security Benefit.  If a Contractowner  does not
specify the  allocation,  Security  Benefit will deduct the withdrawal  from the
Contract Value in the Subaccounts and the Fixed Account in the following  order:
Money Market Subaccount,  High Grade Income  Subaccount,  High Yield Subaccount,
Global  Strategic Income  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount, Managed Asset Allocation Subaccount, Global Total Return Subaccount,
Enhanced  Index  Subaccount,  Growth  Subaccount,  Select 25  Subaccount,  Value
Subaccount,  Worldwide  Equity  Subaccount,   International  Subaccount,  Social
Awareness Subaccount, Mid Cap Subaccount, and Small Cap Subaccount and then from
the Fixed  Account.  The value of each account will be depleted  before the next
account is charged.

   A full or partial  withdrawal,  including  a  systematic  withdrawal,  may be
subject to a withdrawal  charge if a withdrawal is made from  Purchase  Payments
that have been held in the contract for less than seven years and may be subject
to a premium tax charge to reimburse Security Benefit for any tax on premiums on
a  Contract  that may be  imposed by  various  states  and  municipalities.  See
"Contingent Deferred Sales Charge," page 22, and "Premium Tax Charge," page 24.

   A full or partial withdrawal,  including a systematic withdrawal,  may result
in  receipt  of  taxable  income to the Owner  and,  if made  prior to the Owner
attaining age 59 1/2, may be subject to a 10 percent penalty tax. In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section 401(a),  403(b),  408 or 457 of the Internal Revenue Code,  reference
should be made to the terms of the particular Qualified Plan for any limitations
or restrictions on  withdrawals.  For more  information,  see  "Restrictions  on
Withdrawals from Qualified Plans," page 30. The tax consequences of a withdrawal
under the Contract  should be carefully  considered.  See "Federal Tax Matters,"
page 30.

SYSTEMATIC  WITHDRAWALS  -- Security  Benefit  currently  offers a feature under
which you may select systematic withdrawals. Under this feature, a Contractowner
may elect to receive systematic withdrawals while the Owner is living and before
the Annuity  Start Date by sending a properly  completed  Systematic  Withdrawal
Request form to Security Benefit at its Home Office.  This option may be elected
at any time. A Contractowner may designate the systematic withdrawal amount as a
percentage of Contract Value allocated to the Subaccounts  and/or Fixed Account,
as a fixed period,  as level  payments,  as a specified  dollar  amount,  as all
earnings in the Contract,  or based upon the life expectancy of the Owner or the
Owner  and a  Beneficiary.  A  Contractowner  also  may  designate  the  desired
frequency  of the  systematic  withdrawals,  which  may be  monthly,  quarterly,
semiannually  or  annually.  The  Contractowner  may stop or  modify  systematic
withdrawals upon proper written request received by Security Benefit at its Home
Office at least 30 days in  advance  of the  requested  date of  termination  or
modification. A proper request must include the written consent of any effective
assignee or irrevocable Beneficiary, if applicable.

   Each systematic withdrawal must be at least $100. Upon payment, your Contract
Value  will be  reduced  by an amount  equal to the  payment  proceeds  plus any
applicable  withdrawal  charge and premium tax. 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.

   Security Benefit 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,  including any applicable withdrawal charge, will
be allocated from the Contractowner's  Contract Value in the Subaccounts and the
Fixed Account,  as directed by the  Contractowner.  If a Contractowner  does not
specify the  allocation,  the  systematic  withdrawal  will be deducted from the
Contract Value in the Subaccounts and the Fixed Account in the following  order:
Money Market Subaccount,  High Grade Income  Subaccount,  High Yield Subaccount,
Global  Strategic Income  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount, Managed Asset Allocation Subaccount, Global Total Return Subaccount,
Enhanced  Index  Subaccount,  Growth  Subaccount,  Select 25  Subaccount,  Value
Subaccount,  Worldwide  Equity  Subaccount,   International  Subaccount,  Social
Awareness Subaccount, Mid Cap Subaccount, and Small Cap Subaccount and then from
the Fixed  Account.  The value of each account will be depleted  before the next
account is charged.

   Security Benefit may, at any time,  discontinue,  modify, suspend or charge a
fee  for  systematic   withdrawals.   You  should  consider  carefully  the  tax
consequences  of a systematic  withdrawal,  including the 10 percent penalty tax
which may be imposed on  withdrawals  made prior to the Owner  attaining  age 59
1/2. See "Federal Tax Matters," page 30.

FREE-LOOK RIGHT -- You may return a Contract within the Free-Look Period,  which
is generally a ten-day period beginning when you receive the Contract.  Security
Benefit  will then deem void the  returned  Contract  and will refund to you any
purchase payments  allocated to the Fixed Account plus the Contract Value in the
Subaccounts  less the  value  of any  Credit  Enhancements  as of the end of the
Valuation  Period  during  which the  returned  Contract is received by Security
Benefit.  Security  Benefit  will  refund  purchase  payments  allocated  to the
Subaccounts  rather than Contract Value in those states and  circumstances  that
require it to do so.

DEATH  BENEFIT -- If the Owner dies prior to the Annuity  Start  Date,  Security
Benefit will pay the death benefit  proceeds to the Designated  Beneficiary upon
receipt of due proof of the Owner's 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
prior to the Annuity Start Date 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" below. 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 Start Date and instructions
regarding  payment.  If the  death of the Owner  occurs on or after the  Annuity
Start 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
outstanding  Contract  Debt,  any pro rata  account  charge and any  uncollected
premium tax. If an Owner dies during the Accumulation  Period, the amount of the
death benefit will be the greater of:

1.  The sum of all Purchase Payments (not including Credit  Enhancements),  less
    any reductions caused by previous withdrawals, or

2.  The Contract Value on the date due proof of death and instructions regarding
    payment  are  received  by  Security  Benefit  less any Credit  Enhancements
    applied during the 12 months prior to the date of the Owner's death.

   If an Owner dies  during the  Accumulation  Period and due proof of death and
instructions  regarding payment are not received by Security Benefit at its Home
Office  within six months of the date of the Owner's  death,  the death  benefit
will be as set forth in item 2 above.

   The death benefit  proceeds will be paid to the  Designated  Beneficiary in a
single sum or under one of the  Annuity  Options,  as elected by the  Designated
Beneficiary.  If the Designated Beneficiary is to receive annuity payments under
an Annuity  Option,  there may be limits under  applicable law on the amount and
duration  of  payments  that  the  Beneficiary  may  receive,  and  requirements
respecting timing of payments.  A tax adviser should be consulted in considering
Annuity  Options.   See  "Federal  Tax  Matters,"  page  30  and   "Distribution
Requirements,"  below 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 this Contract in force
until the  earliest of the spouse's  death or the Annuity  Start Date or 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 such 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 the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

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

CHARGES AND DEDUCTIONS

CONTINGENT  DEFERRED  SALES  CHARGE -- Security  Benefit  does not deduct  sales
charges  from  purchase  payments  before  allocating  them to  Contract  Value.
However,  except as set forth  below,  Security  Benefit may assess a contingent
deferred sales charge (which may also be referred to as a withdrawal  charge) on
a full or partial withdrawal, including systematic withdrawals, depending on how
long your purchase payments have been held under the Contract.

   Security  Benefit  will waive the  withdrawal  charge on  withdrawals  to the
extent  that  total  withdrawals  in  a  Contract  Year,   including  systematic
withdrawals,  do not  exceed the Free  Withdrawal  amount.  The Free  Withdrawal
amount is equal in the first Contract  Year, to 10 percent of purchase  payments
made  during the year and for any  subsequent  Contract  Year,  to 10 percent of
Contract Value as of the first day of that Contract Year.

   The withdrawal charge applies to the portion of any withdrawal, consisting of
Purchase Payments and corresponding Credit  Enhancements,  that exceeds the Free
Withdrawal  amount.  The  withdrawal  charge  does not apply to  withdrawals  of
earnings. For the purpose of determining any withdrawal charge, Security Benefit
deems any withdrawals that are subject to the withdrawal charge to be made first
from  purchase  payments and a  proportionate  amount of the  applicable  Credit
Enhancement,  then from earnings. Free withdrawal amounts do not reduce purchase
payments  and  Credit   Enhancements  for  the  purpose  of  determining  future
withdrawal charges.

   The amount of the charge will depend on how long your purchase  payments have
been  held  under  the  Contract.   Each  purchase  payment  you  make  and  its
corresponding  credit  enhancement  is  considered  to  have  a  certain  "age,"
depending  on the length of time since the  purchase  payment was  effective.  A
purchase  payment is "age one" in the year  beginning  on the date the  purchase
payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  The  withdrawal  charge is  calculated  according to the  following
schedule:

            --------------------------------------------------------
            PURCHASE PAYMENT AGE (IN YEARS)        WITHDRAWAL CHARGE
            --------------------------------------------------------
                           1                              7%
                           2                              7%
                           3                              6%
                           4                              6%
                           5                              5%
                           6                              5%
                           7                              3%
                       8 and over                         0%
            --------------------------------------------------------

   In no event  will the  amount of any  withdrawal  charge,  when added to such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed 7 percent of purchase payments paid and Credit  Enhancements  added under
the  Contract.  In addition,  no  withdrawal  charge will be imposed  upon:  (1)
payment of death  benefit  proceeds;  or (2) annuity  options  that  provide for
payments  for  life,  or a  period  of at least 7 years.  Subject  to  insurance
department  approval,  the  withdrawal  charge  also will be waived on a full or
partial  withdrawal if the Owner has been diagnosed with a terminal illness,  or
upon  confinement  to a hospital or qualified  skilled  nursing  facility for 90
consecutive  days or more. See "Waiver of Withdrawal  Charge,"  below.  Security
Benefit will assess the withdrawal  charge against the Subaccounts and the Fixed
Account in the same proportion as the withdrawal proceeds are allocated.

   Security Benefit pays sales commissions to broker-dealers  and other expenses
associated with the promotion and sales of the Contracts.  The withdrawal charge
is designed  to  reimburse  Security  Benefit  for these  costs,  although it is
expected that actual expenses will be greater than the amount of the charge.  To
the extent that all sales  expenses  are not  recovered  from the  charge,  such
expenses  may  be  recovered  from  other  charges,  including  amounts  derived
indirectly  from the charge for mortality and expense risk.  Broker-dealers  may
receive aggregate commissions of up to 5 percent of aggregate purchase payments.
Aggregate commission  calculations do not include Credit Enhancements.  Security
Benefit also may pay override payments, expense allowances,  bonuses, wholesaler
fees and training allowances.  Registered  representatives earn commissions from
the  broker-dealers  with which they are affiliated and such  arrangements  will
vary.

WAIVER OF WITHDRAWAL CHARGE -- Security Benefit will waive the withdrawal charge
on any full or partial  withdrawal in the event of confinement of the Owner to a
hospital or nursing  facility or diagnosis of a terminal  illness,  as discussed
below.

   Security Benefit will waive the withdrawal charge in the event of confinement
to a hospital or nursing  facility,  provided the following  conditions are met:
(1) the  Contractowner  has been confined to a "hospital" or "qualified  skilled
nursing  facility" (as defined on page 5) for at least 90 consecutive days prior
to the  date  of the  withdrawal;  (2) the  Contractowner  is so  confined  when
Security  Benefit  receives the waiver  request and became so confined after the
date the  Contract  was  issued;  and (3) the request  for waiver  submitted  to
Security Benefit is accompanied by a properly  completed claim form which may be
obtained from Security Benefit and a written physician's statement acceptable to
Security Benefit  certifying that such confinement is a medical necessity and is
due to illness or infirmity.

   Security  Benefit  will waive the  surrender  charge due to terminal  illness
provided  the  following  conditions  are met:  (1) the  Contractowner  has been
diagnosed by a licensed  physician with a "terminal illness" (as defined on page
5); (2) such illness was first diagnosed after the Contract was issued;  and (3)
a request for waiver is submitted to Security Benefit  accompanied by a properly
completed  claim form that may be obtained from  Security  Benefit and a written
statement by a licensed  physician  certifying that the Owner has been diagnosed
with a terminal illness and the date such diagnosis was first made.

   In the event of a withdrawal  under these terms you would forfeit all or part
of  any  Credit  Enhancements   applied  during  the  12  months  preceding  the
withdrawal.  The amount of Credit  Enhancements  to be forfeited is a percentage
determined  by  dividing  the  amount of the  withdrawal  by the total  purchase
payments  made  in the  12  months  preceding  the  withdrawal.  For  example  a
withdrawal of $50,000  relative to $100,000 in Purchase  Payments made in the 12
months  preceding the withdrawal would result in forfeiture of 50 percent of the
Credit Enhancements  applied during that 12-month period. The maximum percentage
that may be forfeited is 100 percent of Credit Enhancements earned during the 12
months preceding the withdrawal.

   Security Benefit reserves the right to have the  Contractowner  examined by a
physician of its choice and at its expense to determine if the  Contractowner is
eligible for a waiver.  The waivers are not available in certain  states pending
department of insurance approval. If a waiver is later approved by the insurance
department of a state,  Security Benefit intends to make the waiver available to
all  Contractowners  in that state at that time,  but there can be no  assurance
that the waiver will be approved.  The terminal  illness waiver is not available
to Contractholders  residing in New Jersey.  Prospective  Contractowners  should
contact their agent concerning availability of the waivers in their state.

MORTALITY  AND EXPENSE  RISK CHARGE -- Security  Benefit  deducts a daily charge
from the assets of each  Subaccount  for  mortality and expense risks assumed by
Security  Benefit under the Contracts.  The charge is equal to an annual rate of
1.25  percent of each  Subaccount's  average  daily net  assets.  This amount is
intended to compensate  Security Benefit for certain mortality and expense risks
Security  Benefit  assumes in offering and  administering  the  Contracts and in
operating the Subaccounts.

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

   Security  Benefit  may  ultimately  realize a profit  from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any lawful
purpose, including distribution expenses.

ADMINISTRATION  CHARGE -- Security Benefit deducts a daily administration charge
equal to an annual rate of .15 percent of each  Subaccount's  average  daily net
assets.  The purpose of this  charge is to  reimburse  Security  Benefit for the
expenses  associated with  administration  of the Contracts and operation of the
Subaccounts.

ACCOUNT   ADMINISTRATION   CHARGE  --  Security   Benefit   deducts  an  account
administration charge of $30.00 at each calendar year end. Security Benefit will
waive  the  charge if your  Contract  Value is  $50,000  or more on the date the
charge  is to be  deducted.  Security  Benefit  will  deduct a pro rata  account
administration charge (1) upon a full withdrawal; (2) when the contract has been
in force for less than a full calendar  year; (3) upon the Annuity Start Date if
one of the Annuity  Options 1 through 4, 7 or 8 is chosen;  and (4) upon payment
of a death benefit.  The purpose of the charge is to reimburse  Security Benefit
for the expenses associated with administration of the Contracts.

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

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

VARIATIONS IN CHARGES -- Security  Benefit may reduce or waive the amount of the
contingent deferred sales charge and administrative  charge for a Contract where
the expenses  associated with the sale of the Contract or the administrative and
maintenance  costs  associated with the Contract are reduced for reasons such as
the amount of the initial purchase payment or projected purchase payments or the
Contract is sold in connection with a group or sponsored arrangement.

GUARANTEE OF CERTAIN CHARGES -- Security Benefit guarantees that: (1) the charge
for  mortality  and expense risks will not exceed an annual rate of 1.25 percent
of each Subaccount's  average daily net assets;  (2) the  administration  charge
will not exceed an annual rate of .15 percent of each Subaccount's average daily
net assets;  and (3) the account  administration  charge will not exceed $30 per
year.

SBL FUND EXPENSES -- Each Subaccount of the Separate Account purchases shares at
the net asset value of the  corresponding  Series of SBL Fund.  Each Series' net
asset value  reflects the  investment  advisory fee and other  expenses that are
deducted from the assets of the Series. These fees and expenses are not deducted
from the Subaccounts,  but are paid from the assets of the corresponding Series.
As a result,  the Owner  indirectly  bears a pro rata  portion  of such fees and
expenses.  The advisory fees and other  expenses,  if any,  which are more fully
described in SBL Fund's  prospectus,  are not specified or fixed under the terms
of the Contract.

ANNUITY PERIOD

GENERAL -- You select the  Annuity  Start Date at the time of  application.  The
Annuity Start Date may not be prior to the third annual Contract anniversary and
may not be deferred beyond the Annuitant's 90th birthday,  although the terms of
a  Qualified  Plan and the laws of  certain  states may  require  that you start
annuity  payments at an earlier age. If you do not select an Annuity Start Date,
the Annuity Start 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 birthdate of the older Annuitant will be used to
determine the latest Annuity Start Date.

   On the Annuity Start Date, the proceeds under the Contract will be applied to
provide an annuity  under one of the  options  described  below.  Each option is
available  in  two  forms--either  as  a  variable  annuity  for  use  with  the
Subaccounts or as a fixed annuity for use with the Fixed Account.  A combination
variable and fixed annuity is also  available.  Variable  annuity  payments will
fluctuate with the investment  performance of the applicable  Subaccounts  while
fixed annuity payments will not. Unless you direct  otherwise,  proceeds derived
from Contract Value allocated to the  Subaccounts  will be applied to purchase a
variable annuity and proceeds derived from Contract Value allocated to the Fixed
Account  will be applied to purchase a fixed  annuity.  The  proceeds  under the
Contract will be equal to your Contract Value in the  Subaccounts  and the Fixed
Account as of the Annuity Start Date,  reduced by any  applicable  premium taxes
and withdrawal charges, any outstanding Contract Debt and, for Options 1 through
4, 7 and 8, a pro rata account administration charge, if applicable.

   The Contracts  provide for eight Annuity  Options.  Security Benefit may make
other Annuity  Options  available upon request.  Annuity  payments under Annuity
Options 1 through  4, 7 and 8 are based  upon  annuity  rates that vary with the
Annuity Option  selected.  In the case of Options 1 through 4 and 8, the annuity
rates will vary based on the age and sex of the  Annuitant,  except  that unisex
rates are available  where  required by law. The annuity rates reflect your life
expectancy  based upon your age as of the  Annuity  Start Date and your  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
percent, compounded annually. In the case of Options 5 and 6 as described below,
annuity  payments are based upon Contract Value without regard to annuity rates.
If no Annuity  Option has been  selected,  annuity  payments will be made to the
Annuitant under an automatic option which shall be an annuity payable during the
lifetime of the  Annuitant  with  payments  guaranteed to be made for 120 months
under Option 2.

   Annuity  Options 1 through 4 and 8 provide for payments to be made during the
lifetime of the  Annuitant.  Annuity  payments  under such options  cease in the
event of the  Annuitant's  death,  unless the option  provides  for a guaranteed
minimum number of payments,  for example a life income with guaranteed  payments
of 5, 10, 15 or 20 years.  The level of annuity  payments  will be  greater  for
shorter  guaranteed periods and less for longer guaranteed  periods.  Similarly,
payments  will be  greater  for life  annuities  than  for  joint  and  survivor
annuities,  because  payments for life  annuities  are expected to be made for a
shorter period.

   You  may  elect  to  receive  annuity  payments  on  a  monthly,   quarterly,
semiannual,  or annual  basis,  although no payments  will be made for less than
$100.  If the  frequency of payments  selected  would result in payments of less
than $100, Security Benefit reserves the right to change the frequency.

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

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

ANNUITY OPTIONS --

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

   OPTION 2 -- LIFE  INCOME WITH  GUARANTEED  PAYMENTS OF 5, 10, 15 OR 20 YEARS.
Periodic annuity payments will be made during the lifetime of the Annuitant with
the promise that if, at the death of the Annuitant,  payments have been made for
less than a stated period,  which may be five, ten,  fifteen or twenty years, as
elected by the Owner, 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 WITH  INSTALLMENT  OR UNIT REFUND OPTION.  Periodic  annuity
payments  will be made  during the  lifetime of the  Annuitant  with the promise
that,  if at the death of the  Annuitant,  the number of payments  that has been
made is less than the number  determined  by dividing the amount  applied  under
this  Option by the  amount  of the  first  payment,  annuity  payments  will be
continued to the Designated  Beneficiary  until that number of payments has been
made.

   OPTION 4 -- JOINT AND LAST SURVIVOR. 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
percent,  66 2/3  percent or 50 percent  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 Annuity  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. If, at the death of all Annuitants, payments have been made for less than
the selected  fixed period,  the remaining  unpaid  payments will be paid to the
Designated Beneficiary.

   OPTION 6 -- PAYMENTS OF A SPECIFIED AMOUNT.  Periodic annuity payments of the
amount elected by the Owner will be made until Contract Value is exhausted, with
the guarantee that, if, at the death of all Annuitants,  all guaranteed payments
have  not yet been  made,  the  remaining  unpaid  payments  will be paid to the
Designated Beneficiary.

   OPTION 7 -- PERIOD  CERTAIN.  Periodic  annuity  payments  will be made for a
stated  period which may be 5, 10, 15 or 20 years,  as elected by the Owner.  If
the Annuitant dies prior to the end of the period,  the remaining  payments will
be made to the Designated Beneficiary.

   OPTION 8 -- JOINT AND CONTINGENT  SURVIVOR OPTION.  Periodic annuity payments
will be made  during the life of the  primary  Annuitant.  Upon the death of the
primary Annuitant,  payments will be made to the contingent Annuitant during his
or her life.  If the  contingent  Annuitant  is not living upon the death of the
Primary Annuitant,  no payments will be made to the contingent Annuitant.  It is
possible  under  this  Option  for only one  annuity  payment to be made if both
Annuitants  died prior to the second annuity  payment due date, two if both died
prior to the third  annuity  payment due date,  etc. AS IN THE CASE OF OPTIONS 1
AND 4, THERE IS NO MINIMUM  NUMBER OF  PAYMENTS  GUARANTEED  UNDER THIS  OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

   VALUE OF VARIABLE ANNUITY PAYMENTS: ASSUMED INTEREST RATE. The annuity tables
in the  Contract  which are used to  calculate  variable  annuity  payments  for
Annuity Options 1 through 4, 7 and 8 are based on an "assumed  interest rate" of
3 1/2 percent, compounded annually. 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  Subaccount  selected is equal to the
assumed  interest  rate,  the  annuity  payments  will remain  constant.  If the
performance of the  Subaccounts  is greater than the assumed  interest rate, the
annuity payments will increase and if it is less than the assumed interest rate,
the annuity  payments will decline.  A higher assumed interest rate would mean a
higher  initial  annuity  payment  but the amount of the annuity  payment  would
increase  more slowly in a rising  market (or the amount of the annuity  payment
would decline more rapidly in a declining market). A lower assumption would have
the opposite effect.

SELECTION OF AN OPTION -- You should  carefully  review the Annuity Options with
your  financial  or tax  advisers.  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 ten years younger than the Annuitant. For Non-Qualified Plans, SBL does not
allow annuity payments to be deferred beyond the Annuitant's 90th birthday.

THE FIXED ACCOUNT

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

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

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

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

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

   For purposes of  determining  the  interest  rates to be credited on Contract
Value in the Fixed  Account,  withdrawals,  or transfers  from the Fixed Account
will be deemed  to be taken in the  following  order:  (1) from any  portion  of
Contract  Value  allocated to the Fixed Account for which the  Guarantee  Period
expires during the calendar month in which the withdrawal,  loan, or transfer is
effected;  (2) then in the order  beginning  with that portion of such  Contract
Value  which has the  longest  amount of time  remaining  before  the end of its
Guarantee  Period and (3) ending with that portion which has the least amount of
time  remaining  before the end of its Guarantee  Period.  For more  information
about  transfers and  withdrawals  from the Fixed  Account,  see  "Transfers and
Withdrawals From the Fixed Account," below.

DEATH  BENEFIT -- The death benefit under the Contract will be determined in the
same fashion for a Contract that has Contract  Value in the Fixed Account as for
a Contract  that has Contract  Value  allocated to the  Subaccounts.  See "Death
Benefit," page 21.

CONTRACT CHARGES -- Premium taxes and the account  administration and withdrawal
charges will be the same for  Contractowners  who allocate  purchase payments or
transfer  Contract Value to the Fixed Account as for those who allocate purchase
payments  or  transfer  Contract  Value  to the  Subaccounts.  The  charges  for
mortality and expense risks and the  administration  charge will not be assessed
against the Fixed Account, and any amounts that Security Benefit pays for income
taxes  allocable  to the  Subaccounts  will not be  charged  against  the  Fixed
Account.  In addition,  you will not pay directly or indirectly  the  investment
advisory  fees and  operating  expenses  of the SBL Fund to the extent  Contract
Value is allocated to the Fixed Account;  however, you also will not participate
in the investment experience of the Subaccounts.

TRANSFERS AND  WITHDRAWALS  FROM THE FIXED  ACCOUNT -- You may transfer  amounts
from the  Subaccounts  to the Fixed  Account  and from the Fixed  Account to the
Subaccounts,  subject to the  following  limitations.  Transfers  from the Fixed
Account are allowed only (1) during the calendar  month in which the  applicable
Guarantee  Period  expires,  (2) pursuant to the Dollar Cost  Averaging  Option,
provided that such  transfers are scheduled to be made over a period of not less
than one year, and (3) pursuant to the Asset Reallocation Option, provided that,
upon  receipt of the Asset  Reallocation  Request,  Contract  Value is allocated
among the Fixed Account and the Subaccounts in the  percentages  selected by the
Contractowner  without  violating the  restrictions  on transfers from the Fixed
Account  set forth in (1) above.  Accordingly,  if you desire to  implement  the
Asset Reallocation Option, you should do so at a time when Contract Value may be
transferred  from the Fixed  Account to the  Subaccounts  without  violating the
restrictions  on transfers from the Fixed  Account.  Once you implement an Asset
Reallocation  Option,  the restrictions on transfers will not apply to transfers
made pursuant to the Option.

   The  minimum  amount  that you may  transfer  from the Fixed  Account  to the
Subaccounts  is the lesser of (i) $500 or (ii) the amount of Contract  Value for
which the Guarantee  Period  expires in the calendar  month that the transfer is
effected.  Transfers of Contract Value pursuant to the Dollar Cost Averaging and
Asset  Reallocation  Options  are not  currently  subject to any  minimums.  The
Company  reserves  the right to limit the  number of  transfers  permitted  each
Contract Year to 14 transfers, to suspend transfers and to limit the amount that
may be subject to transfers.

   If purchase payments are allocated (except purchase payments made pursuant to
an Automatic Investment Program), or Contract Value is transferred, to the Fixed
Account, any transfers from the Fixed Account in connection with the Dollar Cost
Averaging or Asset Reallocation  Options will automatically  terminate as of the
date of such  purchase  payment or  transfer.  You may  reestablish  Dollar Cost
Averaging or Asset  Reallocation  by  submitting  a written  request to Security
Benefit.  However, if for any reason a Dollar Cost Averaging option is canceled,
you may only  reestablish the option after the expiration of the next monthly or
quarterly  anniversary  that  corresponds to the period selected in establishing
the option.

   You may also make full or partial  withdrawals  to the same  extent as if you
had allocated Contract Value to the Subaccounts.  However, no partial withdrawal
request will be processed which would result in the withdrawal of Contract Value
from  the  Loan  Account.  See  "Full  and  Partial  Withdrawals,"  page  19 and
"Systematic   Withdrawals,"  page  20.  In  addition,  to  the  same  extent  as
Contractowners  with Contract Value in the Subaccounts,  the Owner of a Contract
used in connection with a Qualified Plan may obtain a loan if so permitted under
the terms of the Qualified Plan. See "Loans," page 29.

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

MORE ABOUT THE CONTRACT

OWNERSHIP -- The Contractowner is the person named as such in the application or
in any later change  shown in Security  Benefit's  records.  While  living,  the
Contractowner  alone has the right to receive  all  benefits  and  exercise  all
rights that the Contract grants or Security Benefit allows.  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 30.

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

DESIGNATION  AND CHANGE OF  BENEFICIARY  -- The  Designated  Beneficiary  is the
person having the right to the death benefit,  if any, payable upon the death of
the  Owner or  Joint  Owner  during  the  Accumulation  Period.  The  Designated
Beneficiary  is the first person on the following  list who is alive on the date
of death of the Owner or the Joint  Owner:  the  Owner;  the  Joint  Owner;  the
Primary Beneficiary; the Secondary Beneficiary; the Annuitant; or if none of the
above are alive, the Owner's estate.  The Primary  Beneficiary is the individual
named as such in the application or any later change shown in Security Benefit's
records.  The Primary Beneficiary will receive the death benefit of the Contract
only if he or she is alive on the date of death of both the  Owner and any Joint
Owner during the Accumulation Period.  Because the death benefit of the Contract
goes to the first  person on the above list who is alive on the date of death of
any  Owner,  careful  consideration  should be given to the  manner in which the
Contract is registered,  as well as the designation of the Primary  Beneficiary.
The  Contractowner  may change  the  Primary  Beneficiary  at any time while the
Contract is in force by written  request on forms  provided by Security  Benefit
and  received by  Security  Benefit at its Home  Office.  The change will not be
binding on  Security  Benefit  until it is  received  and  recorded  at its Home
Office.  The change will be effective as of the date this form is signed subject
to any  payments  made or other  actions  taken by Security  Benefit  before the
change is received and recorded. A Secondary Beneficiary may be designated.  The
Owner may  designate a permanent  Beneficiary  whose  rights  under the Contract
cannot be changed without his or her consent.

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

DIVIDENDS  -- The  Contract  does not share in the surplus  earnings of Security
Benefit, and no dividends will be paid.

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

*  During  which the New York Stock  Exchange  is closed  other  than  customary
   weekend and holiday closings,

*  During  which  trading  on the New  York  Stock  Exchange  is  restricted  as
   determined by the SEC,

*  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

*  For such other  periods as the SEC may by order permit for the  protection of
   investors.

PROOF OF AGE AND  SURVIVAL  --  Security  Benefit  may  require  proof of age or
survival of any person on whose life annuity payments depend.

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

LOANS -- If you own a Contract  issued in connection with a retirement plan that
is qualified  under Section 403(b) of the Internal  Revenue Code, you may borrow
money under your Contract  using the Contract Value as the only security for the
loan. You may obtain a loan by submitting a proper  written  request to Security
Benefit.  A loan must be taken prior to the Annuity Start Date. The minimum loan
that may be taken is $1,000.  The  maximum  loan that can be taken is  generally
equal to the lesser of: (1)  $50,000  reduced by the excess of: (a) the  highest
outstanding loan balance within the preceding  12-month period ending on the day
before the date the loan is made; over (b) the  outstanding  loan balance on the
date the loan is made;  or (2) 50  percent  of the  Contract  Value or  $10,000,
whichever is greater.  The Internal  Revenue Code  requires  aggregation  of all
loans made to an individual  employee  under a single  employer  plan.  However,
since Security  Benefit has no  information  concerning  outstanding  loans with
other providers,  we will only use information available under annuity contracts
issued by us. Reference should be made to the terms of your particular Qualified
Plan for any additional loan restrictions.

   When an  eligible  contractowner  takes a loan,  Contract  Value in an amount
equal to the loan amount is transferred  from the  Subaccounts  and/or the Fixed
Account into an account called the "Loan Account." Amounts allocated to the Loan
Account earn 3 percent,  the minimum rate of interest guaranteed under the Fixed
Account. In addition, ten percent of the loaned amount will be held in the Fixed
Account as security for the loan and will earn the Current Rate.

   Interest  will be charged  for the loan and will  accrue on the loan  balance
from the effective date of any loan. The loan interest rate will be 5.5 percent.
Because the Contract  Value  maintained  in the Loan Account  (which will earn 3
percent) will always be equal in amount to the outstanding loan balance, the net
cost of a loan is 2.5 percent.

   Loans must be repaid within five years,  unless Security  Benefit  determines
that the loan is to be used to acquire your principal  residence,  in which case
the loan must be repaid  within 30 years.  You must make loan  repayments  on at
least a quarterly  basis, and you may prepay your loan at any time. Upon receipt
of a loan payment,  Security Benefit will transfer  Contract Value from the Loan
Account to the Fixed Account  and/or the  Subaccounts  according to your current
instructions  with respect to purchase payments in an amount equal to the amount
by which the payment reduces the amount of the loan outstanding.

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

   While the amount to secure the loan is held in the Loan  Account,  you forego
the investment experience of the Subaccounts and the Current Rate of interest on
the Fixed Account.  Outstanding Contract Debt will reduce the amount of proceeds
paid  upon  full  withdrawal,  upon  payment  of the  death  benefit,  and  upon
annuitization.  In addition, no partial withdrawal will be processed which would
result in the withdrawal of Contract Value from the Loan Account.

   You should consult with your tax adviser on the effect of a loan.

   Loans are not  available in certain  states  pending  department of insurance
approval.  If loans are later  approved by the insurance  department of a state,
Security  Benefit  intends  to make  loans  available  to all  Owners  of 403(b)
contracts in that state at that time,  but there can be no assurance  that loans
will  be  approved.   Prospective  Contractowners  should  contact  their  agent
concerning availability of loans in their state.

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS -- Generally,  a Qualified Plan
may not provide for the distribution or withdrawal of amounts  accumulated under
the Plan until after a fixed number of years,  the attainment of a stated age or
upon  the  occurrence  of  a  specific  event  such  as  hardship,   disability,
retirement, death or termination of employment. Therefore, if you own a Contract
purchased in connection with a Qualified Plan, you may not be entitled to make a
full or partial withdrawal,  as described in this Prospectus,  unless one of the
above-described conditions has been satisfied. For this reason, you should refer
to the terms of your particular  Qualified  Plan, the Internal  Revenue Code and
other  applicable law for any limitation or  restriction  on  distributions  and
withdrawals,  including  the 10 percent  penalty  tax that may be imposed in the
event of a distribution from a Qualified Plan before the participant reaches age
59 1/2. See the discussion under "Tax Penalties," page 36.

   Section   403(b)  imposes   restrictions   on  certain   distributions   from
tax-sheltered  annuity contracts meeting the requirements of Section 403(b). The
restrictions  apply to tax years beginning on or after January 1, 1989.  Section
403(b) requires that distributions from Section 403(b)  tax-sheltered  annuities
that are  attributable  to employee  contributions  made after December 31, 1988
under a salary reduction agreement begin only after the employee (i) reaches age
59 1/2, (ii) separates from service,  (iii) dies, (iv) becomes disabled,  or (v)
incurs a hardship.  Furthermore,  distributions  of gains  attributable  to such
contributions  accrued  after  December  31,  1988 may not be made on account of
hardship.  Hardship,  for this purpose, is generally defined as an immediate and
heavy  financial need,  such as paying for medical  expenses,  the purchase of a
residence,  or  paying  certain  tuition  expenses,  that may ONLY be met by the
distribution.

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

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

FEDERAL TAX MATTERS

INTRODUCTION -- The Contract described in this Prospectus is designed for use by
individuals in retirements  plans which may or may not be Qualified  Plans under
the  provisions of the Internal  Revenue Code ("Code").  The ultimate  effect of
federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee will depend upon the type of retirement  plan, if any, for which the
Contract is purchased, the tax and employment status of the individuals involved
and a number  of other  factors.  The  discussion  contained  herein  and in the
Statement of Additional  Information is general in nature and is not intended to
be an exhaustive discussion of all questions that might arise in connection with
a Contract.  It is based upon Security  Benefit's  understanding  of the present
federal income tax laws as currently interpreted by the Internal Revenue Service
("IRS"),  and is not intended as tax advice. No representation is made regarding
the likelihood of  continuation of the present federal income tax laws or of the
current  interpretations by the IRS or the courts. Future legislation may affect
annuity contracts adversely.  Moreover, no attempt has been made to consider any
applicable  state or other laws.  Because of the inherent  complexity of 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 with 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.
SECURITY BENEFIT 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 SECURITY BENEFIT AND THE SEPARATE ACCOUNT --

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

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

   DIVERSIFICATION  STANDARDS.  Each  Series of the SBL Fund will be required to
adhere to  regulations  adopted by the Treasury  Department  pursuant to Section
817(h) of the Code prescribing asset diversification requirements for investment
companies whose shares are sold to insurance  company separate  accounts funding
variable  contracts.  Pursuant  to  these  regulations,  on the last day of each
calendar  quarter  (or on any day  within 30 days  thereafter),  no more than 55
percent  of the  total  assets  of a  Series  may  be  represented  by  any  one
investment,  no more than 70 percent may be represented by any two  investments,
no more than 80 percent may be represented by any three investments, and no more
than 90 percent may be  represented  by any four  investments.  For  purposes of
Section  817(h),  securities  of a single  issuer  generally  are treated as one
investment  but  obligations  of the U.S.  Treasury  and each U.S.  Governmental
agency or  instrumentality  generally  are  treated as  securities  of  separate
issuers.  The Separate Account,  through the Series,  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 includable 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  Contractowner),
rather than the insurance  company,  to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by way
of regulations or rulings on the "extent to which policyholders may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

   The  ownership  rights under the  Contract  are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
being  treated as the owner of a pro rata  portion of the assets of the Separate
Account. In addition,  Security Benefit 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.  Security  Benefit  therefore  reserves the right to
modify  the  Contract,  as  it  deems  appropriate,  to  attempt  to  prevent  a
Contractowner  from being considered the owner of a pro rata share of the assets
of the Separate Account.  Moreover, in the event that regulations or rulings are
adopted,  there can be no  assurance  that the Series will be able to operate as
currently  described  in the  Prospectus,  or that the SBL Fund will not have to
change any Series' investment objective or investment policies.

INCOME  TAXATION OF ANNUITIES IN  GENERAL--NON-QUALIFIED  PLANS -- Section 72 of
the Code governs the taxation of annuities.  In general,  a Contractowner is not
taxed on  increases  in value  under an  annuity  contract  until  some  form of
distribution is made under the contract.  However,  the increase in value may be
subject to tax currently under certain  circumstances.  See "Contracts  Owned by
Non-Natural  Persons"  on  page  33  and   "Diversification   Standards"  above.
Withholding of federal income taxes on all  distributions may be required unless
a recipient who is eligible elects not to have any amounts withheld and properly
notifies Security Benefit of that election.

   SURRENDERS OR  WITHDRAWALS  PRIOR TO THE ANNUITY START DATE.  Code Section 72
provides  that amounts  received upon a total or partial  withdrawal  (including
systematic  withdrawals)  from a  Contract  prior  to  the  Annuity  Start  Date
generally  will be treated as gross  income to the extent that the cash value of
the Contract immediately before the withdrawal (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.

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

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

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

ADDITIONAL CONSIDERATIONS --

   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 Start Date,  and before the entire  interest in the
Contract has been  distributed,  the  remainder of the owner's  interest will be
distributed  at least as quickly as the method in effect on the  owner's  death;
and (b) if any owner dies before the Annuity Start Date, the entire  interest in
the Contract must generally be  distributed  within five years after the date of
death, or, if payable to a designated  beneficiary,  must be annuitized over the
life of that  designated  beneficiary or over a period not extending  beyond the
life expectancy of that  beneficiary,  commencing within one year after the date
of death of the owner. If the 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  Designated  Beneficiary  is the
deceased owner's spouse.

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

   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
includable  in  taxable  income  each  year.  The rule does not apply  where the
Contract is acquired by the estate of a decedent,  where the Contract is held by
certain types of  retirement  plans,  where the Contract is a qualified  funding
asset for structured  settlements,  where the Contract is purchased on behalf of
an  employee  upon  termination  of a  qualified  plan,  and in the  case  of an
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 includable 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  Start  Date,  such  as a  partial
surrender,  dividend,  or loan, will be taxable (and possibly  subject to the 10
percent penalty tax) to the extent of the combined income in all such contracts.

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

   POSSIBLE TAX CHANGES.  In recent  years,  legislation  has been proposed that
would have adversely  modified the federal  taxation of certain  annuities,  and
President Clinton's  fiscal-year 1999 Budget proposal includes a provision that,
if adopted, would impose new taxation on owners of variable 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 Start 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 competent tax adviser with respect to the
potential effects of such a transaction.

QUALIFIED  PLANS -- The Contract may be used with Qualified  Plans that meet the
requirements  of  Section  401,  403(b),  408 or 457 of the Code.  The tax rules
applicable to participants in such Qualified Plans vary according to the type of
plan and the terms and conditions of the plan itself.  No attempt is made herein
to provide more than general  information about the use of the Contract with the
various types of Qualified Plans.  These Qualified Plans may permit the purchase
of the Contracts to accumulate  retirement savings under the plans.  Adverse tax
or other  legal  consequences  to the plan,  to the  participant  or to both may
result if this Contract is assigned or  transferred to any individual as a means
to  provide  benefit   payments,   unless  the  plan  complies  with  all  legal
requirements  applicable  to such  benefits  prior to transfer of the  Contract.
Contractowners,  Annuitants, and Beneficiaries, are cautioned that the rights of
any  person to any  benefits  under such  Qualified  Plans may be subject to the
terms and  conditions  of the plans  themselves  or limited by  applicable  law,
regardless  of the terms and  conditions  of the Contract  issued in  connection
therewith. For example, Security Benefit may accept beneficiary designations and
payment  instructions  under the  terms of the  Contract  without  regard to any
spousal  consents  that may be required  under the  Employee  Retirement  Income
Security  Act of  1974  (ERISA).  Consequently,  a  Contractowner's  Beneficiary
designation or elected payment option may not be enforceable.

   The  amounts  that may be  contributed  to  Qualified  Plans are  subject  to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain  Annuitants  and  their  beneficiaries.  These  requirements  may not be
incorporated into Security Benefit's Contract administration procedures. Owners,
participants   and   beneficiaries   are  responsible   for   determining   that
contributions,   distributions  and  other  transactions  with  respect  to  the
Contracts comply with applicable law.

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

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

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

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

   Each  employee's  interest in a retirement  plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning date"). Periodic
distributions  must not extend  beyond the life of the  employee or the lives of
the employee and a designated beneficiary (or over a period extending beyond the
life expectancy of the employee or the joint life expectancy of the employee and
a designated beneficiary).

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

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

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

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

   As a general  rule,  a lump-sum  distribution  is fully  taxable as  ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use  income  averaging.  (Special  five-year  averaging  has been  repealed  for
distributions   after  1999.)  Special  ten-year   averaging  and  capital-gains
treatment may be available to an employee who reached age 50 before 1986.

   Distributions  from a retirement plan qualified under Code Section 401 may be
eligible for a tax-free rollover to either another qualified  retirement plan or
to an individual  retirement  account or annuity (IRA).  See "Rollovers" on page
36.

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

   Section 403(b)  annuities must generally be provided under a plan which meets
certain minimum  participation,  coverage,  and nondiscrimination  requirements.
Section  403(b)  annuities  are  generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 34.

   A  Section   403(b)   annuity   contract  may  be  purchased   with  employer
contributions,  employee  contributions  or a combination of both. An employee's
rights  under  a  Section  403(b)  contract  must  be  nonforfeitable.  Numerous
limitations  apply to the amount of contributions  that may be made to a Section
403(b)  annuity  contract.  The applicable  limit will depend upon,  among other
things,  whether the annuity  contract is  purchased  with  employer or employee
contributions.

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

   A Section 403(b) annuity  contract must prohibit the distribution of employee
contributions  (including earnings thereon) until the employee:  (i) attains age
59 1/2, (ii) terminates  employment;  (iii) dies; (iv) becomes disabled;  or (v)
incurs a financial  hardship  (earnings may not be  distributed  in the event of
hardship).

   Distributions  from a Section 403(b)  annuity  contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" page 36.

   SECTIONS 408 AND 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 the new "Roth IRAs" which
became available in 1998. (Roth IRAs 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  non-deductible  basis.  IRAs may
not be transferred,  sold,  assigned,  discounted or pledged as collateral for a
loan or other obligation. The annual premium for an IRA may not be fixed and may
not exceed $2,000 (except in the case of a rollover contribution). 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 or other appropriate  agency,  and will have the
right to revoke the Contract under certain circumstances. See the IRA Disclosure
Statement that accompanies this Prospectus.

   In general, traditional IRAs are subject to minimum distribution requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the Code; however, the required beginning date for traditional IRAs is generally
the  date  that  the  Contractowner  reaches  age  70  1/2--the  Contractowner's
retirement date, if any, will not affect his or her required beginning date. See
"Section 401" on page 34. Distributions from IRAs are generally taxed under Code
Section 72. Under these rules, a portion of each  distribution may be excludable
from income. The amount excludable from the individual's income is the amount of
the distribution  which bears the same ratio as the  individual's  nondeductible
contributions bears to the expected return under the IRA.

   Distributions  from a traditional IRA may be eligible for a tax-free rollover
to another  traditional IRA. In certain cases, a distribution from a traditional
IRA may be eligible to be rolled over to a retirement  plan qualified under Code
Section 401(a) or a Section 403(b) annuity contract. See "Rollovers" on page 36.

   ROTH IRAS. Section 408A of the Code permits eligible individuals to establish
a Roth IRA, a new 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 lifetime.  Generally,  however, the amount in a
remaining  Roth IRA must be  distributed  by the end of the fifth year after the
death of the Contractowner.

   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.

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

   Although a participant under a Section 457 plan may be permitted to direct or
choose methods of investment in the case of a tax-exempt  employer sponsor,  all
amounts  deferred  under the plan,  and any income  thereon,  remain  solely the
property of the  employer  and  subject to the claims of its general  creditors,
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon  distribution.  A Section 457 plan must not permit
the distribution of a participant's  benefits until the participant  attains age
70 1/2, terminates employment or incurs an "unforeseeable emergency."

   Section 457 plans are generally subject to minimum distribution  requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the  Code.  See  "Section  401" on page 34.  Since  under a  Section  457  plan,
contributions are generally  excludable from the taxable income of the employee,
the full amount received will usually be taxable as ordinary income when annuity
payments commence or other distributions are made.  Distributions from a Section
457 plan are not eligible for tax-free rollovers.

   ROLLOVERS.  A "rollover" is the tax-free  transfer of a distribution from one
Qualified Plan to another.  Distributions which are rolled over are not included
in the employee's gross income until some future time.

   If any  portion of the  balance to the credit of an employee in a Section 401
plan or Section  403(b) plan is paid to the  employee in an  "eligible  rollover
distribution"  and the employee  transfers any portion of the amount received to
an "eligible  retirement plan," then the amount so transferred is not includable
in income. An "eligible rollover distribution"  generally means any distribution
that is not one of a  series  of  periodic  payments  made  for the  life of the
distributee  or for a specified  period of at least ten years.  In  addition,  a
required  minimum   distribution  will  not  qualify  as  an  eligible  rollover
distribution.  A rollover must be completed  within 60 days after receipt of the
distribution.

   In the case of a Section  401 plan,  an  "eligible  retirement  plan" will be
another  retirement  plan  qualified  under Code  Section  401 or an  individual
retirement  account or annuity under Code Section 408. With respect to a Section
403(b) plan, an "eligible  retirement  plan" will be another Section 403(b) plan
or an individual retirement account or annuity described in Code Section 408.

   A  Section  401 plan and a  Section  403(b)  plan  must  generally  provide a
participant receiving an eligible rollover distribution,  the option to have the
distribution transferred directly to another eligible retirement plan.

   The owner of an IRA may make a tax-free  rollover  of any portion of the IRA.
The rollover must be completed  within 60 days of the distribution and generally
may  only  be made  to  another  IRA.  However,  an  individual  may  receive  a
distribution  from  his or her  IRA and  within  60  days  roll  it over  into a
retirement  plan qualified  under Code Section 401(a) if all of the funds in the
IRA are  attributable  to a rollover from a Section  401(a) plan.  Similarly,  a
distribution from an IRA may be rolled over to a Section 403(b) plan only if all
of the funds in the IRA are  attributable  to a rollover  from a Section  403(b)
annuity.

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

   The  exception to the 10 percent  penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without application of the 10 percent penalty tax to pay
health insurance premiums in certain cases. In addition,  the 10 percent penalty
tax is  generally  not  applicable  to  distributions  from a Section  457 plan.
Starting January 1, 1998, there are two additional  exceptions to the 10 percent
penalty tax on withdrawals from IRAs before age 59 1/2:  withdrawals made to pay
"qualified"  higher  education  expenses  and  withdrawals  made to pay  certain
"eligible first-time home buyer expenses."

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

   EXCESS DISTRIBUTION/ACCUMULATION TAX. The penalty tax of 15 percent which was
imposed (in addition to any ordinary income tax) on large plan distributions and
the  "excess  retirement  accumulations"  of an  individual  has been  repealed,
effective January 1, 1997.

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

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

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

OTHER INFORMATION

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

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

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

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

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

   Security Benefit also reserves the right to establish additional  Subaccounts
of the  Separate  Account  that  would  invest in a new Series of SBL Fund or in
shares of  another  investment  company,  a series  thereof,  or other  suitable
investment  vehicle.  Security Benefit may establish new Subaccounts in its sole
discretion,  and will determine whether to make any new Subaccount  available to
existing  Owners.  Security  Benefit may also  eliminate  or combine one or more
Subaccounts if, in its sole discretion, marketing, tax, or investment conditions
so warrant.

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

   In the event of any such  substitution  or change,  Security  Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts as may
be necessary or appropriate to reflect such  substitution or change. If Security
Benefit  believes it 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. The
Separate  Account  may  be  deregistered  under  that  Act  in  the  event  such
registration  is no longer  required,  or it may be combined with other separate
accounts of Security Benefit or an affiliate thereof. Subject to compliance with
applicable law,  Security  Benefit also may combine one or more  Subaccounts and
may establish a committee,  board,  or other group to manage one or more aspects
of the operation of the Separate Account.

CHANGES TO COMPLY WITH LAW AND  AMENDMENTS  --  Security  Benefit  reserves  the
right,  without  the  consent of Owners,  to suspend  sales of the  Contract  as
presently  offered and to make any change to the  provisions of the Contracts to
comply with, or give Owners the benefit of, any federal or state statute,  rule,
or regulation,  including but not limited to requirements for annuity  contracts
and retirement plans under the Internal Revenue Code and regulations  thereunder
or any state statute or regulation.

REPORTS TO OWNERS -- Security Benefit will send you annually a statement setting
forth  a  summary  of the  transactions  that  occurred  during  the  year,  and
indicating  the  Contract  Value as of the end of each year.  In  addition,  the
statement will indicate the allocation of Contract Value among the Fixed Account
and the Subaccounts and any other information  required by law. Security Benefit
will also send  confirmations  upon purchase  payments,  transfers,  loans, loan
repayments,  and full and  partial  withdrawals.  Security  Benefit  may confirm
certain  transactions on a quarterly basis. These transactions include purchases
under an Automatic Investment Program, transfers under the Dollar Cost Averaging
and Asset Reallocation Options, systematic withdrawals and annuity payments.

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

TELEPHONE  TRANSFER  PRIVILEGES -- You may request a transfer of Contract  Value
and may make changes to an existing Dollar Cost Averaging or Asset  Reallocation
option by telephone if the Telephone  Transfer  section of the application or an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone are genuine and will not be liable for any losses due to fraudulent or
unauthorized  instructions  provided it complies with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the account  number and the Owner's tax  identification  number and such
instructions must be received on a recorded line.  Security Benefit reserves the
right to deny any telephone  transfer  request.  If all telephone lines are busy
(which  might  occur,  for  example,   during  periods  of  substantial   market
fluctuations),  you may not be able to request  transfers by telephone and would
have to submit written requests.

   By authorizing telephone transfers,  you authorize Security Benefit to accept
and act upon telephonic  instructions for transfers involving your Contract. You
agree that neither Security Benefit,  any of its affiliates,  nor SBL Fund, will
be liable for any loss,  damages,  cost, or expense (including  attorneys' fees)
arising out of any telephone  requests;  provided that Security  Benefit effects
such request in accordance  with its  procedures.  As a result of this policy on
telephone  requests,  you  bear  the risk of loss  arising  from  the  telephone
transfer  privilege.  Security Benefit may discontinue,  modify,  or suspend the
telephone  transfer  privilege at any time.  LEGAL  PROCEEDINGS  -- There are no
legal  proceedings  pending to which the Separate  Account is a party,  or which
would materially affect the Separate Account.

LEGAL MATTERS -- Amy J. Lee, Esq., Associate General Counsel,  Security Benefit,
has passed  upon  legal  matters  in  connection  with the issue and sale of the
Contracts  described in this Prospectus,  Security Benefit's  authority to issue
the  Contracts  under Kansas law, and the validity of the forms of the Contracts
under Kansas law.

PERFORMANCE INFORMATION

   Performance  information  for  the  Subaccounts,   including  the  yield  and
effective  yield of the Money  Market  Subaccount,  the  yield of the  remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

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

   For the  remaining  Subaccounts,  quotations  of  yield  will be based on all
investment  income per  Accumulation  Unit earned during a given 30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net investment  income by the value of an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual  compounded rate of
return on a  hypothetical  investment in a Contract over a period of one,  five,
and ten years (or, if less, up to the life of the Subaccount),  and will reflect
the deduction of the  administrative  charge,  mortality and expense risk charge
and contingent  deferred sales charge and may  simultaneously be shown for other
periods.

   Quotations  of yield and  effective  yield do not  reflect  deduction  of the
contingent deferred sales charge, and total return figures may be quoted that do
not reflect  deduction of the charge.  If  reflected,  the  performance  figures
quoted would be lower. Such performance information will be accompanied by total
return figures that reflect  deduction of the  contingent  deferred sales charge
that would be imposed if Contract  Value were withdrawn at the end of the period
for which total return is quoted.

   Although the Contracts  were not available for purchase until March __, 2000,
the underlying investment vehicle of the Separate Account, SBL Fund, has been in
existence  since May 26, 1977.  Performance  information for the Subaccounts may
also  include  quotations  of total  return for periods  beginning  prior to the
availability of the Contracts that incorporate the performance of SBL Fund.

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

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

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

ADDITIONAL INFORMATION

REGISTRATION  STATEMENT -- A Registration  Statement under the 1933 Act has been
filed with the SEC relating to the offering  described in this Prospectus.  This
Prospectus  does not include all the  information  included in the  Registration
Statement,  certain  portions of which,  including  the  Statement of Additional
Information, have been omitted pursuant to the rules and regulations of the SEC.
The  omitted  information  may be  obtained  at the  SEC's  principal  office in
Washington,  DC,  upon  payment  of the  SEC's  prescribed  fees and may also be
obtained from the SEC's web site (http://www.sec.gov).

FINANCIAL  STATEMENTS -- 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  contained in the  Statement of
Additional Information.

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS --

                                                                            Page

GENERAL INFORMATION AND HISTORY............................................   1
   Safekeeping of Assets...................................................   1
DISTRIBUTION OF THE CONTRACT...............................................   1
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS......   1
   Section 401.............................................................   1
   Section 403(b)..........................................................   1
   Section 408.............................................................   2
   Section 457.............................................................   2
EXPERTS....................................................................   3
PERFORMANCE INFORMATION....................................................   3
FINANCIAL STATEMENTS.......................................................   6

<PAGE>

                     VARIFLEX EXTRA CREDIT VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

                              DATE: MARCH __, 2000

             INDIVIDUAL FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE
                                ANNUITY CONTRACT

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

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                                 P.O. BOX 750497
                            TOPEKA, KANSAS 66675-0497
                                 1-800-888-2461


This Statement of Additional  Information is not a prospectus and should be read
in  conjunction  with the  current  Prospectus  for the  Variflex  Extra  Credit
Variable  Annuity dated March __, 2000, as it may be  supplemented  from time to
time. A copy of the Prospectus may be obtained from Security  Benefit by calling
1-800-888-2461 or by writing P.O. Box 750497, Topeka, Kansas 66675-0497.
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE

GENERAL INFORMATION AND HISTORY.............................................  3
   Safekeeping of Assets....................................................  3

DISTRIBUTION OF THE CONTRACT................................................  3

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS.......  3
   Section 401..............................................................  3
   Section 403(b)...........................................................  3
   Section 408..............................................................  3
   Section 457..............................................................  4

PERFORMANCE INFORMATION.....................................................  4

FINANCIAL STATEMENTS........................................................  6
<PAGE>
GENERAL INFORMATION AND HISTORY

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

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

DISTRIBUTION OF THE CONTRACT

Security  Distributors,  Inc. ("SDI") is Principal  Underwriter of the Contract.
SDI is registered as a broker/dealer with the 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
Contracts is continuous.

Subject  to  arrangements  with  Security  Benefit,  the  Contract  is  sold  by
independent  broker/dealers  who are members of the NASD and who become licensed
to sell variable annuities for SBL, and by certain financial  institutions.  SDI
acts as principal underwriter on behalf of Security Benefit for the distribution
of the Contract.  SDI is not compensated  under its Distribution  Agreement with
Security Benefit.

The  compensation  payable by SDI under these  arrangements may vary, but is not
expected to exceed in the aggregate 5% of purchase payments.

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401 -- The applicable  annual limits on purchase payments for a Contract
used in connection with a retirement plan that is qualified under Section 401 of
the Internal Revenue Code depend upon the type of plan. Total purchase  payments
on behalf of a participant to all defined  contribution  plans  maintained by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer. Rollover contributions are
not subject to the annual limitations described above.

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

Section 402(g) generally limits an employee's salary reduction  contributions to
a 403(b)  annuity to $10,000 a year. The $10,000 limit will be reduced by salary
reduction  contributions to other types of retirement plans. An employee with at
least 15 years of service  for a  "qualified  employer"  (i.e.,  an  educational
organization,  hospital,  home health service agency, health and welfare service
agency,  church or convention or association  of churches)  generally may exceed
the $10,000 limit by $3,000 per year,  subject to an aggregate  limit of $15,000
for all years.

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

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

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

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

SECTION  408 --  Premiums  (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 IRA's 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  compensation.  Spousal IRAs allow an owner and his or her spouse
to contribute up to $2,000 to their  respective IRAs so long as joint tax return
is filed and joint  income is $4,000 or more.  The  maximum  amount  the  higher
compensated  spouse may  contribute for the year is the lesser of $2,000 or 100%
of that  spouse's  compensation.  The maximum the lower  compensated  spouse may
contribute  is  the  lesser  of  (i)  $2,000  or  (ii)  100%  of  that  spouse's
compensation  plus  the  amount  by  which  the  higher   compensated   spouse's
compensation exceeds the amount the higher compensated spouse contributes to his
or her IRA.  The  extent to which an Owner may  deduct  contributions  to an IRA
depends on the gross  income of the Owner and his or her spouse for the year and
whether either participate in an employer-sponsored retirement plan.

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

SECTION  457 --  Contributions  on behalf of an  employee  to a Section 457 plan
generally  are  limited  to the  lesser  of (i)  $8,000  or  (ii) 33 1/3% of the
employee's  includable  compensation.  The $8,000 limit is indexed for inflation
(in $500  increments)  for tax years beginning after December 31, 1996; thus the
dollar limit is adjusted only when the sum of the inflation adjustment equals or
exceeds  $500. If the employee  participates  in more than one Section 457 plan,
the $8,000 limit applies to contributions to all such programs. The $8,000 limit
is reduced by the amount of any salary reduction contribution the employee makes
to a 403(b)  annuity,  an IRA or a retirement  plan qualified under Section 401.
The Section 457 limit may be increased during the last three years ending before
the  employee  reaches his or her normal  retirement  age. In each of these last
three years, the plan may permit a "catch-up"  amount in addition to the regular
amount to be deferred. The maximum combined amount which may be deferred in each
of  these  three  years is  $15,000  reduced  by any  amount  excluded  from the
employee's income for the taxable year as a contribution to another plan.

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 Money Market  Subaccount will be based on the change
in the value,  exclusive  of capital  changes and income  other than  investment
income,  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 Money Market  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, 1998, the yield for the Money Market
Subaccount was 2.47% and the effective yield was 2.50%.

Quotations of yield for the Subaccounts, other than the Money Market 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  Series
          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.

Quotations of average annual total return for any  Subaccount  will be expressed
in terms of the  average  annual  compounded  rate of return  of a  hypothetical
investment  in a Contract over a period of one, five and ten years (or, if less,
up to the 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).  Quotations
of total return may  simultaneously  be shown for other periods and will include
total return for periods  beginning prior to availability of the Contract.  Such
total return figures are based upon the performance of the respective  Series of
SBL Fund, adjusted to reflect the charges imposed under the Contract.

Average annual total return  figures  reflect the deduction of the mortality and
expense  risk and  administration  charges  and the  contingent  deferred  sales
charge.  Total return figures may be quoted that do not reflect deduction of the
contingent  deferred  sales  charge.  Such charges if reflected  would lower the
level of return quoted.  Total return  figures that do not reflect  deduction of
the contingent deferred sales charge will be accompanied by total return figures
that  reflect  such  charge.  The  performance  figures  herein  for the  Global
Strategic Income Subaccount, the High Yield Subaccount, the Value Subaccount and
the Small Cap Subaccount  reflect the  reimbursement  of certain expenses by the
Investment  Adviser.  In the  absence  of such  reimbursement,  the  performance
figures would be reduced.

- --------------------------------------------------------------------------------
                                                    AVERAGE ANNUAL RETURN
                                               (WITH CONTINGENT DEFERRED SALES
                                                CHARGE AND ADMINISTRATIVE FEE)
                                              ----------------------------------
                                              1 YEAR     3 YEARS       5 YEARS
- --------------------------------------------------------------------------------
Growth Series...............................  21.72%     23.36%        25.26%(1)
Growth-Income Series........................   3.40%     14.77%        17.45%(1)
Worldwide Equity Series.....................  16.33%     12.37%        12.84%(1)
High Grade Income Series....................   3.93%      3.44%         5.75%(1)
Mid Cap Series..............................  14.11%     16.42%        17.29%(1)
Global Strategic Income Series..............   2.75%      6.33%         7.16%(2)
Global Total Return Series..................   8.60%      8.76%         9.06%(2)
Managed Asset Allocation Series.............  14.61%     14.33%        13.77%(2)
Equity Income Series........................   4.92%     16.48%        18.42%(2)
High Yield Series...........................   1.72%      8.40%(3)      ---
Social Awareness Series.....................  27.96%     22.06%        23.15%(1)
Value Series................................  12.66%     25.64%(4)      ---
Small Cap Series............................   7.49%      2.13%(5)      ---
- --------------------------------------------------------------------------------
1.  From April 4, 1995 (Subaccount date of inception) to December 31, 1998.
2.  From June 1, 1995 (Subaccount date of inception) to December 31, 1998.
3.  From August 5, 1996 (Subaccount date of inception) to December 31, 1998.
4.  From May 1, 1997 (Subaccount date of inception) to December 31, 1998.
5.  From October 15, 1997 (Subaccount date of inception) to December 31, 1998.
- --------------------------------------------------------------------------------

Quotations of total return for any  Subaccount  of the Separate  Account will be
based on a hypothetical  investment in an Account over a certain period and will
be computed by subtracting  the initial value of the investment  from the ending
value and dividing the  remainder by the initial value of the  investment.  Such
quotations of total return will reflect the deduction of all applicable  charges
to the  contract  and the  separate  account  (on an annual  basis)  except  the
applicable  contingent deferred sales charge. The total return figures set forth
below would be lower if the contingent deferred sales charge was deducted.

For the  fiscal  years  ended  1998  through  1988,  the total  return  for each
Subaccount was the following:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                      1998    1997       1996       1995       1994     1993    1992       1991       1990     1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>     <C>        <C>        <C>        <C>      <C>     <C>        <C>       <C>       <C>
Growth Subaccount..................  23.63%  26.93%     20.96%     34.91%     (3.02)%  12.12%   9.61%     34.18%    (11.80)%  33.05%
Growth-Income Subaccount...........   6.01%  24.80%     16.59%     28.26%     (4.33)%   8.08%   4.78%     35.89%     (5.79)%  26.61%
Money Market Subaccount............   3.69%   3.73%      3.59%      3.90%      2.28%    1.15%   1.80%      4.18%      6.35%    7.53%
Worldwide Equity Subaccount........  18.44%   4.91%     15.81%      9.34%      1.31%   29.80%  (3.98)%     2.96%(1)   ---      ---
High Grade Income Subaccount.......   6.52%   8.49%     (2.11)%    16.92%     (8.23)%  11.06%   5.95%     15.34%      5.19%   10.32%
Mid Cap Subaccount.................  16.31%  18.28%     16.38%     17.82%     (6.42)%  12.07%  24.34%(2)   ---        ---      ---
Global Strategic Income Subaccount.   5.39%   3.93%     12.09%      6.74%(3)   ---      ---     ---        ---        ---      ---
Global Total Return Subaccount.....  11.10%   4.68%     12.63%      6.23%(3)   ---      ---     ---        ---        ---      ---
Managed Asset Allocation Subaccount  16.79%  16.72%     11.21%      6.43%(3)   ---      ---     ---        ---        ---      ---
Equity Income Subaccount...........   7.48%  26.57%     18.35%     16.05%(3)   ---      ---     ---        ---        ---      ---
High Yield Subaccount..............   4.39%  11.70%      6.00%(4)   ---        ---      ---     ---        ---        ---      ---
Social Awareness Subaccount........  29.62%  20.94%     17.15%     26.02%     (5.15)%  10.33%  14.76%      4.56%(5)   ---      ---
Value Subaccount...................  14.91%  29.20%(6)    ---       ---        ---      ---     ---        ---        ---      ---
Small Cap Subaccount...............   9.95%  (4.50)%(7)   ---       ---        ---      ---     ---        ---        ---      ---
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
1.  On May 1, 1991 the Worldwide Equity  Subaccount  changed its investment  objective from high current income to long-term capital
    growth through  investment in common stocks and equivalents of companies  domiciled in foreign  countries and the United States.
    The performance information set forth above reflects performance after the change in investment objective.
2.  From October 1, 1992 to December 31, 1992.
3.  From June 1, 1995 to December 31, 1995.
4.  From August 5, 1996 to December 31, 1996.
5.  From May 1, 1991 to December 31, 1991.
6.  From May 1, 1997 to December 31, 1997
7.  From October 1, 1997 to December 31, 1997
</FN>
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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,  insurance  products  funds,  or other  investment  products
tracked by Lipper Analytical  Services,  a widely used independent research firm
which ranks mutual funds and other investment  companies by overall performance,
investment  objectives,  and assets, or tracked by The Variable Annuity Research
and Data Service ("VARDS"),  an independent service which monitors and ranks the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

Performance  information  for any Subaccount  reflects only the performance of a
hypothetical  Contract  under which an Owner's  Contract Value is allocated to a
Subaccount  during a particular time period on which the calculations are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality of the Series of the Mutual
Fund 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 or by other rating services,  companies,
publications,  or other persons who rank separate  accounts or other  investment
products  on overall  performance  or other  criteria,  and (ii) the effect of a
tax-deferred  compounding on a Subaccount's  investment  returns,  or returns in
general, which may be illustrated by graphs, charts, or otherwise, and which may
include  a  comparison,  at  various  points  in  time,  of the  return  from an
investment  in a  Contract  (or  returns in  general)  on a  tax-deferred  basis
(assuming one or more tax rates) with the return on a taxable basis.

FINANCIAL STATEMENTS

The consolidated  balance sheets of Security Benefit Life Insurance  Company and
Subsidiaries  as of December  31,  1999,  and 1998 and the related  consolidated
statements  of income,  changes in equity,  and cash flows for each of the three
years in the period ended December 31, 1999, and the financial statements of the
Separate  Account at  December  31,  1999,  and for each of the two years  ended
December 31, 1999, are set forth herein, starting on page 8.

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 the Company
to meet its  obligations  under the Contracts.  They should not be considered as
bearing  on the  investment  performance  of the  assets  held  in the  Separate
Account.

<PAGE>
                                     PART C

                                OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

          (a)  Financial Statements

               To be filed by amendment.

          (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)  (a)  Service Facilities Agreement(b)
                     (b)  Variable Annuity Sales Agreement(e)

                (4)  (a)  Individual Contract (Form V6028  12-99)
                     (b)  Individual Contract-Unisex (Form V6028  12-99)
                     (c)  Tax-Sheltered Annuity Endorsement
                          (Form 6832A  R9-96)(a)
                     (d)  Withdrawal Charge Waiver Endorsement
                          (Form V6051  3-96)(a)
                     (e)  Waiver of Withdrawal Charge for Terminal Illness
                          Endorsement (Form V6051 TI  2-97)(a)
                     (f)  Simple Individual Retirement Annuity Endorsement
                          (Form 4453C-5S  2-97)(a)
                     (g)  Individual Retirement Annuity Endorsement
                          (Form V6849A  1-97)(c)
                     (h)  Annuity Loan Provisions (Form V6846-1  7-97)(b)
                     (i)  Roth IRA Endorsement (Form V6851  10-97)(c)
                     (j)  Section 457 Endorsement (Form V6054  1-98)(c)
                     (k)  403a Endorsement (Form V6057  10-98)(f)

                (5)  (a)  Form of Application (Form V9492  12-99)
                     (b)  Form of Application - Unisex (Form V9492  12-99)

                (6)  (a)  Articles of Incorporation of SBL(d)
                     (b)  Bylaws of SBL(d)

                (7)  Not Applicable

                (8)  Not Applicable

                (9)  Opinion of Counsel

               (10)  Not Applicable

               (11)  Not Applicable

               (12)  Not Applicable

               (13)  To be filed by amendment

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

(a)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature Initial Registration Statement No. 333-23723 (March 21, 1997).

(b)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature 's  Post-Effective  Amendment No. 1 under the  Securities  Act of
     1933  and  Amendment  No. 2 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 333-23723 (October 15, 1997).

(c)  Incorporated  herein by  reference  to the  Exhibits  filed  with  Variflex
     Signature's Post-Effective Amendment No. 2 under the Securities Act of 1933
     and  Amendment  No.  3  under  the  Investment   Company  Act  of  1940  to
     Registration Statement 333-23723 (April 30, 1998).

(d)  Incorporated  herein by  reference  to  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 (November 1, 1998).

(e)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature's Post-Effective Amendment No. 3 under the Securities Act of 1933
     and  Amendment  No.  4  under  the  Investment  Company  Act of 1940 to the
     Registration Statement 333-23723 (March 1, 1999).

(f)  Incorporated  herein by reference  to the Exhibits  filed with the Variflex
     Signature's Post-Effective Amendment No. 4 under the Securities Act of 1933
     and  Amendment  No.  5  under  the  Investment  Company  Act of 1940 to the
     Registration Statement 333-23723 (April 30, 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

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

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

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

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

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

          John E. Hayes, Jr.               Director
          200 Gulf Blvd.
          Belleair 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 President

          John D. Cleland*                 Senior Vice President

          Greg Garvin*                     Senior Vice President

          Terry A. Milberger*              Senior Vice President

          Richard K Ryan*                  Senior Vice President

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

          Venette Davis*                   Senior Vice President

          James R. Schmank*                Senior Vice President

          J. Craig Anderson*               Senior Vice President

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

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

          The Depositor,  Security Benefit Life Insurance Company ("SBL" or "the
          Company"), is owned by Security Benefit Corp. through the ownership of
          700,000  of SBL's  700,010  issued  and  outstanding  shares of common
          stock. One share 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.  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 SBL Variable Annuity Account VIII or SBMHC:

<TABLE>
<CAPTION>
                                                                             PERCENT OF VOTING
                                                                            SECURITIES OWNED OR
                                                      JURISDICTION OF       CONTROLLED BY SBMHC
          NAME                                         INCORPORATION      (DIRECTLY OR INDIRECTLY)
          ----                                        ---------------     ------------------------
          <S>                                             <C>                       <C>
          Security Benefit Corp.                           Kansas                   100%
          (Holding Company)

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

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

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

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

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

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

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

          First Security Benefit Life Insurance           New York                  100%
          and Annuity Company of New York
</TABLE>

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

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

          Security Growth and Income Fund   39.0%        SBL Fund         100.0%
          Security Ultra Fund               32.0%        Advisor's Fund   100.0%

ITEM 27.  NUMBER OF CONTRACT OWNERS

          As of December 1, 1999, there were no owners of the contract described
          in this registration statement.

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) No  director  of the  Corporation  shall  be  liable  to the
             Corporation or its  stockholders for monetary damages for breach of
             his or her  fiduciary  duty as a director,  provided  that  nothing
             contained in this Article shall eliminate or limit the liability of
             a director (a) for any breach of the director's  duty of loyalty to
             the Corporation or its stockholders,  (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.  If the  General
             Corporation Code of the State of Kansas is amended after the filing
             of these Articles of  Incorporation  to authorize  corporate action
             further   eliminating   or  limiting  the  personal   liability  of
             directors,  then the  liability  of a director  of the  Corporation
             shall be eliminated or limited to the fullest  extent  permitted by
             the General Corporation Code of the State of Kansas, as so amended.

                (b) Any repeal or modification of the foregoing paragraph by the
             stockholders  of the  Corporation  shall not  adversely  affect any
             right or  protection of a director of the  Corporation  existing at
             the time of such repeal or modification.

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

ITEM 29.  PRINCIPAL UNDERWRITER

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

          (b)  NAME AND PRINCIPAL
               BUSINESS ADDRESS*           POSITION AND OFFICES WITH UNDERWRITER
               ------------------          -------------------------------------
               Richard K Ryan              President and Director
               John D. Cleland             Vice President and Director
               James R. Schmank            Vice President and Director
               Mark E. Young               Vice President and Director
               Amy J. Lee                  Secretary
               Brenda M. Harwood           Treasurer and Director

               *700 Harrison, Topeka, Kansas 66636-0001

          (c)  Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31.  MANAGEMENT SERVICES

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

ITEM 32.  UNDERTAKINGS

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

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

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

          (d)  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)  SBL,  sponsor of the unit investment  trust, SBL Variable Annuity
               Account VIII,  hereby represents that it is relying upon American
               Council  of Life  Insurance,  SEC  No-Action  Letter,  [1988-1989
               Transfer  Binder] Fed. Sec. L. Rep. (CCH) Paragraph  78,904 (Nov.
               28,  1988),  and  that it has  complied  with the  provisions  of
               paragraphs   (1)-(4)   of  such   no-action   letter   which  are
               incorporated herein by reference.

          (f)  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 has caused this Registration  Statement to be signed on its
behalf,  in the City of  Topeka,  State of Kansas on this 30th day of  December,
1999.

SIGNATURES AND TITLES

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

Sister Loretto Marie Colwell   SBL VARIABLE ANNUITY ACCOUNT VIII
Director                       (The Registrant)

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

William W. Hanna
Director                       By:                Howard R. Fricke
                                    --------------------------------------------
John E. Hayes, Jr.                  Howard R. Fricke, Chief Executive Officer
Director

Laird G. Noller                By:               Donald J. Schepker
Director                            --------------------------------------------
                                    Donald J. Schepker, Senior Vice President,
Frank C. Sabatini                   Chief Financial Officer and Treasurer
Director

Robert C. Wheeler              (ATTEST):              Roger K. Viola
Director                                  --------------------------------------
                                          Roger K. Viola, Senior Vice President,
                                          General Counsel and Secretary

                               Date:  December 30, 1999
<PAGE>
                                  EXHIBIT INDEX

 (1)  None

 (2)  None

 (3)  (a)  None
      (b)  None

 (4)  (a)  Individual Contract (Form V6028  12-99)
      (b)  Individual Contract - Unisex (Form V6028  12-99)
      (c)  None
      (d)  None
      (e)  None
      (f)  None
      (g)  None
      (h)  None
      (i)  None
      (j)  None
      (k)  None

 (5)  (a)  Form of Application (Form V9492  12-99)
      (b)  Form of Application - Unisex (Form V9492  12-99)

 (6)  (a)  None
      (b)  None

 (7)  None

 (8)  None

 (9)  Opinion of Counsel

(10)  None

(11)  None

(12)  None

(13)  None

(14)  Powers of Attorney


<PAGE>
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                       FLEXIBLE PREMIUM DEFERRED VARIABLE
                                ANNUITY CONTRACT

SBL'S PROMISE

In  consideration  of the  Purchase  Payments  and  the  application  (which  is
incorporated  herein by  reference),  Security  Benefit Life  Insurance  Company
("SBL") will pay the benefits of this Contract according to its terms.

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

YOU MAY RETURN THIS CONTRACT WITHIN 10 DAYS AFTER YOU RECEIVE IT. YOU MAY RETURN
THE CONTRACT BY  DELIVERING  OR MAILING IT TO SBL.  THIS  CONTRACT  WILL THEN BE
DEEMED VOID FROM THE  BEGINNING.  NO WITHDRAWAL  CHARGE WILL BE IMPOSED,  AND WE
WILL REFUND YOUR CONTRACT  VALUE,  INCLUDING ANY FEES AND/OR CHARGES FOR PREMIUM
TAX THAT WERE DEDUCTED FROM THAT  CONTRACT  VALUE,  LESS THE VALUE OF ANY CREDIT
ENHANCEMENTS  MADE INTO THE  CONTRACT,  AS OF THE DATE WE RECEIVE  THE  RETURNED
CONTRACT.

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.

*  Investment Experience is Reflected in Benefits

*  Variable and Fixed Accumulation  Before the Annuity Start Date;  Variable and
   Fixed Annuity Payments Thereafter

*  Death Benefit Proceeds are Payable Before the Annuity Start Date

*  This Contract is Non-Participating

BENEFITS  AND VALUES  PROVIDED  BY THIS  CONTRACT  MAY BE ON A  VARIABLE  BASIS.
AMOUNTS DIRECTED INTO ONE OR MORE OF THE SUBACCOUNTS WILL REFLECT THE INVESTMENT
EXPERIENCE OF THOSE SUBACCOUNTS.  THESE AMOUNTS MAY INCREASE OR DECREASE AND ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT. (SEE "CONTRACT VALUE AND EXPENSE PROVISIONS"
AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                  700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461

V6028 (12-99)
<PAGE>
- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page

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

OWNER NAME:                                       CONTRACT NUMBER:
Jane Doe                                          123456789

JOINT OWNER NAME:                                 CONTRACT DATE:
John Doe                                          7-01-1999

ANNUITANT NAME:                                   ANNUITY START DATE:
Jane Doe                                          10-5-2030

ANNUITANT DATE OF BIRTH:                          PLAN:
10/5/60                                           Non-Qualified

ANNUITANT'S SEX:                                  ASSIGNMENT:
Female                                            This Contract may be assigned.
                                                  See assignment provision.

PRIMARY BENEFICIARY NAME:                         ANNUITY OPTION:
Jenny Doe                                         Option 2
- --------------------------------------------------------------------------------
FIRST PURCHASE PAYMENT........................... $10,000

MINIMUM SUBSEQUENT PURCHASE PAYMENT.............. $500 ($50 under an automatic
                                                  investment program)

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

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

SEPARATE ACCOUNT................................. Variable Annuity Account VIII

MORTALITY AND EXPENSE RISK CHARGE................ 1.25% Annually

ADMINISTRATION CHARGE............................ 0.15% Annually

ACCOUNT ADMINISTRATION CHARGE.................... $30 Annually*

WITHDRAWAL CHARGE

  Age of Purchase Payment in Years............... 1   2   3   4   5   6   7   8
                                                  ------------------------------
  Withdrawal Charge.............................. 7%  7%  6%  6%  5%  5%  3%  0%

CREDIT ENHANCEMENT
  Total Purchase Payments Less
  Withdrawals and Withdrawal Charges
      Less than $10,000.......................... 0%
      At least $10,000 but less than $1,000,000.. 4%
      $1,000,000 or more......................... 5%

BASIS OF ANNUITY TABLES.......................... 1983 (a) Mortality Table with
                                                  mortality improvement under
                                                  Projection Scale G

ASSUMED INTEREST RATE............................ 3.5% annually

SUBACCOUNTS:

  1. Money Market              7. Managed Asset Allocation  13. Worldwide Equity
  2. High Grade Income         8. Global Total Return       14. International
  3. High Yield                9. Enhanced Index            15. Social Awareness
  4. Global Strategic Income  10. Growth                    16. Mid Cap
  5. Growth Income            11. Select 25                 17. Small Cap
  6. Equity Income            12. Value

METHOD FOR DEDUCTIONS:

  Deductions for the Account  Administration Charge ("Account Charge"),  Premium
  Tax and certain Withdrawals will be made from the first Subaccount on the list
  above to which the Owner has allocated Contract Value. Each Subaccount will be
  depleted  before the next is charged.  The Fixed  Account is the last  Account
  Charged.

  *The Account  Charge is deducted at each calendar year end. A pro rata Account
   Charge is deducted:  (1) upon a full Withdrawal of Contract Value; (2) when a
   Contract has been in force for less than a full calendar  year;  (3) upon the
   Annuity  Start Date if one of Annuity  Options 1 through 4, 7 or 8 is chosen;
   and (4) upon payment of a death benefit. The Account Charge will be waived if
   Contract  Value is $50,000 or more upon the date the Account  Charge is to be
   deducted.
<PAGE>
- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------

ACCOUNT

One of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT

A unit of measure used to compute Separate Account Contract Value.

ANNUITANT

The person you name on whose life Annuity Payments may be determined. Please see
"Annuity Benefit Provisions" on page 18.

ANNUITY START AMOUNT

Contract  Value as of the Annuity  Start Date,  less any Premium Tax and any pro
rata Account Charge.

ANNUITY OPTION

A set of provisions that form the basis for making Annuity Payments.  Please see
"Annuity Options" on page 18.

ANNUITY PAYMENTS

Payments made beginning on the Annuity Start 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.

ANNUITY START DATE

The date on which Annuity Payments begin as elected by the Owner.

ANNUITY UNIT

A unit of measure used to compute Variable Annuity Payments.

AUTOMATIC TRANSFERS

Transfers among the Subaccounts  and the Fixed Account made  automatically.  SBL
makes  Automatic  Transfers  on a periodic  basis at the written  request of the
Owner. SBL may discontinue, modify or suspend Automatic Transfers.

COMPANY

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

CONTRACT ANNIVERSARY

The same date in each subsequent year as your Contract Date.

CONTRACT DATE

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

CONTRACT VALUE

The total  value of your  Contract,  which  includes  amounts  allocated  to the
Subaccounts  and the Fixed  Account.  SBL  determines  Contract Value as of each
Valuation Date.

CONTRACT YEAR

Contract Years are measured from the Contract Date.

CREDIT ENHANCEMENT

An amount added to Contract Value at the time a Purchase Payment is applied.

CURRENT INTEREST

SBL 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
prior  to  the  Annuity  Start  Date.  Please  see  "Ownership,  Annuitant,  and
Beneficiary Provisions" on page 10 and "Death Benefit Provisions" on page 17.

FIXED ACCOUNT

An account that is part of SBL's General  Account.  SBL guarantees  that it will
credit  interest on Contract  Value  allocated to the Fixed Account at an annual
rate at least equal to the Guaranteed Rate set forth on page 3.

GUARANTEE PERIOD

Current  Interest,  if  declared,  is fixed for  rolling  periods of one or more
years,  referred to as Guarantee  Periods.  SBL 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 SBL; or (b) a
Transfer 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 transferred 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.

GENERAL ACCOUNT

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

HOME OFFICE

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

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 10.

NONNATURAL PERSON

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

OWNER

The person(s) who has (have) all rights under this Contract. The Owner as of the
Contract Date is named on page 3. Please see  "Ownership"  provisions on page 10
and the definition of "Joint Owner," above.

PREMIUM TAX

Any Premium Tax levied by a state or other governmental entity. When Premium Tax
is assessed after the Purchase Payment is applied,  it will be deducted as shown
on page 3A.

PURCHASE PAYMENT

Money Received by SBL and applied to the Contract.

RECEIVED BY SBL

Receipt by SBL in good order at its Home Office, 700 SW Harrison Street, Topeka,
Kansas 66636-0001.

SEPARATE ACCOUNT

A separate  account  established  and  maintained  by SBL under  Kansas law. The
Separate  Account as set forth on page 3 is registered  with the  Securities and
Exchange  Commission  under  the  Investment  Company  Act  of  1940  as a  Unit
Investment  Trust.  It  was  established  by  SBL to  support  variable  annuity
contracts.  SBL 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 SBL 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 SBL'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 Subaccounts without regard to income, gains
or losses in the other Subaccounts. SBL has the right to transfer to its General
Account any assets of the  Separate  Account  that are in excess of the reserves
and other Contract  liabilities with respect to the Separate Account.  The value
of the assets in the Separate Account is determined on each Valuation Date as of
the end of each Valuation Date.

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, SBL 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 SBL 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,  SBL  will  notify  you of the  change.  SBL  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.

TRANSFER

A Transfer  of Contract  Value of one  Subaccount  or the Fixed  Account for the
equivalent  dollar amount of Contract  Value of another  Subaccount or the Fixed
Account.

VALUATION DATE

A Valuation  Date is each day the New York Stock  Exchange and SBL'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.

WITHDRAWAL

A  Withdrawal  of Contract  Value in the dollar  amount  specified by the Owner.
Withdrawals include Systematic Withdrawals.  See "Withdrawal Provisions" on page
16.

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

THE CONTRACT

The entire  Contract  between the Owner and SBL consists of this  Contract,  the
Application  (which is  incorporated  herein by reference),  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.  SBL will use no statement made by or
on  behalf  of the  Owner 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 SBL.

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

COMPLIANCE

SBL 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.  SBL 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 OR 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 SBL.  If payments  have  already  started 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
full amount due will be deducted from one or more future payments.

EVIDENCE OF SURVIVAL

Before  SBL makes a payment,  it has the right to  require  proof of the life or
death of any person whose life or death determines  whether,  or to whom, or how
much SBL must pay under this Contract.

INCONTESTABILITY

SBL will not contest the validity of this Contract.

ASSIGNMENT

No Assignment  under this Contract is binding unless Received by SBL in writing.
SBL 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 SBL before the Assignment is Received by SBL. Once filed, the rights of
the Owner are  subject  to the  Assignment.  Any  claim is  subject  to proof of
interest of the  assignee.  If the Contract has been  absolutely  assigned,  the
assignee becomes the Owner.

OWNERSHIP OF ASSETS

SBL is the sole owner of the assets of the Fixed Account. SBL has the sole right
to control, manage or administer such assets.

TRANSFERS

The Owner may Transfer  Contract  Value among the Fixed Account and  Subaccounts
upon your written request or under other methods allowed by SBL,  subject to the
following.

SBL  reserves the right to: (1) limit the amount that may be subject to Transfer
to $1,000,000 per Transfer without Home Office approval; (2) limit the number of
Transfers per Contract Year to 14; and (3) suspend Transfers.  Transfers must be
at least $500 or if less: (1) the amount remaining in the Subaccount; or (2) the
amount of Fixed Account Contract Value, the Guarantee Period of which expires in
the calendar month in which the Transfer is effected.

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

SBL will effect a Transfer to or from a Subaccount on the basis of  Accumulation
Unit  Value  determined  as of the end of the  Valuation  Period  in  which  the
Transfer  request is Received by SBL. SBL will effect a Transfer  from the Fixed
Account  on the  basis  of  Fixed  Account  Contract  Value as of the end of the
Valuation Period in which the Transfer request is Received by SBL. Transfers are
effected  as of the  close of the  Valuation  Period  in which  all  information
required to make the Transfer is Received by SBL.

After the Annuity  Start Date,  you may  Transfer  Annuity  Units only among the
Subaccounts.

CLAIMS OF CREDITORS

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

BASIS OF VALUES

A detailed  statement  showing how values are determined has been filed with the
state insurance departments. All values and reserves are at least equal to those
required by the laws of the state in which this Contract is issued.

PARTICIPATION

This Contract is not participating.

STATEMENTS

At least  once per year prior to the  Annuity  Start  Date,  SBL will send you a
report that will show your Contract Value and any other information  required by
law. After the Annuity Start Date, we will send you any information  that may be
required.

DELAY OF PAYMENT

Generally, payments and Transfers will be made within seven days from receipt of
the payment and/or request in a form  satisfactory to us. SBL reserves the right
to suspend a Transfer or delay  payment of a Withdrawal  from  Separate  Account
Contract Value 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.  SBL may delay  payments or
Transfers from the Fixed Account (which would include payment of your Withdrawal
proceeds and Transfers from the Fixed Account, loans, fixed annuity payments and
lump sum death benefit  payments unless state law requires  otherwise) for up to
six months after the requested  effective  date of the  transaction.  Any amount
delayed  will, as long as it is held under the Fixed  Account,  continue to earn
interest  at the  Current  Rate then in effect  until the  applicable  Guarantee
Period in effect has ended,  and not less than the Guaranteed  Rate on an annual
basis thereafter.

- --------------------------------------------------------------------------------
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 80 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, SBL 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 10 and the "Death
Benefit Provisions" on page 17.

ANNUITANT

The  Annuitant is named on page 3. The Owner may change the  Annuitant  prior to
the Annuity Start Date.  The request for this change must be made in writing and
Received by SBL at least 30 days prior to the Annuity  Start Date.  No Annuitant
may be  named  who is more  than 80 years  old on the  Contract  Date.  When the
Annuitant  dies  prior to the  Annuity  Start  Date,  the Owner  must name a new
Annuitant within 30 days or, if sooner,  by the Annuity Start Date, except where
the Owner is a Nonnatural  Person.  If a new  Annuitant is not named,  the Owner
becomes the Annuitant.

PRIMARY AND SECONDARY BENEFICIARIES

The Primary Beneficiary is named on page 3. The Owner may change any Beneficiary
as  described in  "Ownership  and  Beneficiary  Changes"  below.  If the Primary
Beneficiary  dies prior to the Owner,  the  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, you may name a new owner, a new
Primary  Beneficiary or a new Secondary  Beneficiary;  provided that you may not
change or remove an irrevocable Beneficiary without obtaining his or her written
consent in a form acceptable to us. 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 SBL
prior to the time it was  recorded.  SBL may require the Contract be returned so
these changes may be made.

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

FLEXIBLE PURCHASE PAYMENTS

This  Contract  will not be in force  until we  receive  at our Home  Office the
initial Purchase Payment.  You may make additional Purchase Payments at any time
before the Annuity Start Date,  while the Owner is living,  and this Contract is
in force.  Purchase  Payments are payable in U.S.  dollars and checks  should be
made payable to SBL.

PURCHASE PAYMENTS LIMITATIONS

Purchase  Payments  exceeding  $1,000,000  will not be  accepted  without  prior
approval by SBL. The Minimum Subsequent Purchase Payment amount is shown on page
3.

PURCHASE PAYMENT ALLOCATION

Purchase Payments will be allocated among the Fixed Account and the Subaccounts.
The allocations  may be a whole dollar amount or a whole  percentage and no less
than $25 per Purchase Payment may be allocated to any Account. Purchase Payments
will be allocated  according to the Owner's  instructions  in the Application or
more  recent  instructions,  if any.  The Owner may  change the  allocations  by
written notice to SBL.

PLACE OF PAYMENT

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

CREDIT ENHANCEMENT

SBL  will add a  Credit  Enhancement  to your  Contract  Value at the time  each
Purchase Payment is applied to this Contract. The amount of a Credit Enhancement
is  determined  at the time the Purchase  Payment is made as a percentage of the
Purchase Payment to be applied to this Contract.  The Credit Enhancement will be
applied at the time the Purchase  Payment is effective.  The Credit  Enhancement
will be allocated  among the Accounts in the same  proportion as the  applicable
Purchase Payment.

The amount of Credit  Enhancement  for each Purchase  Payment will be based upon
the total Purchase Payments made into this Contract, less the total Withdrawals,
including any Withdrawal  Charges,  as of the date of the Purchase Payment.  The
Credit Enhancement, as a percentage of the Purchase Payment, is shown on page 3.

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

CONTRACT VALUE

Your  Contract  Value on any  Valuation  Date is the sum of:  (1) your  Separate
Account  Contract Value on that date; and (2) your Fixed Account  Contract Value
on that date. At any time after the first  Contract Year, SBL reserves the right
to pay to the Owner the Contract Value as a lump sum if it is below $5,000.

FIXED ACCOUNT CONTRACT VALUE

On any Valuation  Date, the Fixed Account  Contract Value is equal to the amount
of the  initial  Purchase  Payment  allocated  under the  Contract  to the Fixed
Account,

PLUS:

   1.  any other Purchase  Payments,  including Credit  Enhancements,  allocated
       under the Contract to the Fixed Account;

   2.  any Transfers from the Separate Account to the Fixed Account; and

   3.  any Current Interest credited to the Fixed Account.

LESS:

   1.  any Withdrawals,  including  Withdrawal Charges,  deducted from the Fixed
       Account;

   2.  any Transfers from the Fixed Account to the Separate Account;

   3.  any amount  applied as  Annuity  Start  Amount  under  Annuity  Options 1
       through 4, 7 or 8;

   4.  any Annuity Payments under Annuity Options 5 and 6;

   5.  any Premium Tax and Account Charge; and

   6.  any Credit  Enhancements  waived as set forth  under  "Withdrawal  Charge
       Waivers."

FIXED ACCOUNT INTEREST CREDITING

SBL shall credit  Current  Interest on Fixed Account  Contract  Value on a daily
basis.  Current  Interest will be credited  from the  Valuation  Date on which a
Purchase Payment is applied to the date of Withdrawal,  Transfer, or application
as Annuity Start Amount.

SBL shall credit  interest on Fixed Account  Contract Value at an annual rate at
least equal to the  Guaranteed  Rate shown on page 3. Also,  SBL 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 SBL on the first day of the
Guarantee Period.

SBL may  credit  Current  Interest  on  Contract  Value  that was  allocated  or
transferred  to the Fixed  Account  during one period at a  different  rate than
amounts  allocated or transferred to the Fixed Account in another period.  Also,
SBL 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 transferred 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.  For example, if 100 Accumulation Units were allocated to each of
the Money Market and Growth  Subaccounts as of June 1, Separate Account Contract
Value as of that date would be determined as follows:

                     NUMBER OF          ACCUMULATION UNIT
SUBACCOUNT       ACCUMULATION UNITS     VALUE AS OF JUNE 1     SUBACCOUNT VALUE
- ----------       ------------------     ------------------     ----------------
Money Market            100                    $10                  $1,000
Growth                  100                    $12                  $1,200
                                                                     -----
Separate Account Contract Value as of June 1...................     $2,200


ACCUMULATION UNIT VALUE

The initial  Accumulation  Unit Value for each  Subaccount  was set at $10.  The
Accumulation Unit Value for any subsequent  Valuation Date is equal to (1) times
(2) where:

   1.  is the Accumulation  Unit Value  determined on the immediately  preceding
       Valuation Date; and

   2.  is the Net  Investment  Factor as of the  Valuation  Date with respect to
       which Accumulation Unit Value is being determined.

NET INVESTMENT FACTOR

The Net  Investment  Factor for any  Subaccount  as of the end of any  Valuation
Period is determined by dividing (1) by (2) and subtracting (3) from the result,
where:

   1.  is equal to:

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

       b.  the per share amount of any  dividend or capital  gain  distributions
           paid by the Subaccount's  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 SBL
           deems to have resulted from the operation of the Separate  Account or
           the Subaccounts;  operations of SBL with respect to the Contract;  or
           the payment of premiums or acquisition costs under the Contract.

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

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

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, or  deducted  from,  the
Subaccount;  by (2) the Accumulation Unit Value for the Subaccount as of the end
of the Valuation  Period during which the amount is allocated or deducted  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  and  Credit  Enhancements  that  are  applied  to the
       Subaccount;

   2.  Contract Value that is Transferred into or out of the Subaccount;

   3.  Withdrawals  and Withdrawal  Charges,  if any, that are deducted from the
       Subaccount;

   4.  Annuity Payments made from the Subaccount under Annuity Options 5 and 6;

   5.  Annuity  Start  Amount  applied  from the  Subaccount  to one of  Annuity
       Options 1 through 4, 7 or 8;

   6.  Premium Tax and Account  Charges that are deducted  from the  Subaccount;
       and

   7.  Credit Enhancements that are waived as set forth under "Withdrawal Charge
       Waivers."

MORTALITY AND EXPENSE RISK CHARGE

SBL 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.

ADMINISTRATION CHARGE

SBL will deduct the  Administration  Charge shown on pages 3 and 3A. 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.

ACCOUNT ADMINISTRATION CHARGE

SBL will deduct the Account  Administration  Charge ("Account  Charge") shown on
pages 3 and 3A. This charge will be computed and deducted from Contract Value as
of each calendar year end. The Account Charge and other charges may be waived or
reduced  uniformly on all Contracts  issued under certain plans or  arrangements
which are expected to result in administrative cost savings.

PREMIUM TAX EXPENSE

SBL  reserves the right to deduct  Premium Tax when due or any time  thereafter.
Any Premium Tax will be allocated as shown on page 3A.

WITHDRAWAL CHARGES

Purchase  Payments and Credit  Enhancements are subject to a Withdrawal  Charge,
which is shown  on page 3.  The  Withdrawal  Charge  may  apply to  amounts  you
withdraw under your Contract  prior to the Annuity Start Date,  depending on the
length of time each Purchase  Payment and Credit  Enhancement has been allocated
to your Contract and the amount you withdraw.

SBL does not apply the Withdrawal Charge on:

   *  Death benefit proceeds;

   *  Annuity Payments under one of Annuity Options 1 through 4 or 8;

   *  Annuity  Payments under one of Annuity  Options 5 through 7; provided that
      Annuity Payments are made for a period of at least 7 years.


The amount of the Withdrawal  Charge depends on how long your Purchase  Payments
and Credit  Enhancements are held under the Contract.  Each Purchase Payment you
make (and its corresponding  Credit Enhancement) is considered to have a certain
"age,"  depending  on the  length  of  time  since  that  Purchase  Payment  was
effective. A Purchase Payment is "age one" in the year beginning on the date the
purchase  payment is received by Security Benefit and increases in age each year
thereafter.  When you withdraw an amount,  the "age" of any Purchase Payment you
withdraw  determines  the level(s) of Withdrawal  Charge as shown on page 3. For
the purpose of  calculating  Withdrawal  Charges,  SBL assumes  that  withdrawal
amounts will be applied to Purchase  Payments first (and a proportionate  amount
of the  applicable  Credit  Enhancement)  in the order  Purchase  Payments  (and
corresponding Credit Enhancements) were received.  The Withdrawal Charge will be
deducted proportionately from each Account selected for Withdrawal.

FREE WITHDRAWALS

During a Contract Year,  you may make Free  Withdrawals,  which are  Withdrawals
that are not subject to the Withdrawal  Charge.  The amount of Free  Withdrawals
available in any Contract Year is determined as follows.  In the first  Contract
Year, the amount is equal to: (1) cumulative purchase payments (excluding Credit
Enhancements);  times (2) the Free Withdrawal  percentage  shown on page 3; less
(3) any Free  Withdrawals  made  during the  Contract  Year.  The amount of Free
Withdrawals  in subsequent  Contract Years is equal to: (1) Contract Value as of
the first  day of the  current  Contract  Year;  times  (2) the Free  Withdrawal
percentage  shown on page 3;  less  (3) any Free  Withdrawals  made  during  the
Contract Year. Unused Free Withdrawal  amounts are not carried from one Contract
Year to the next. Free  Withdrawals do not reduce  Purchase  Payments and Credit
Enhancements  for  purposes  of  calculating  the  Withdrawal  Charge  on future
Withdrawals.

WITHDRAWAL CHARGE WAIVERS

One or more  endorsements  providing  for a waiver of  Withdrawal  Charge  under
certain  circumstances  may be  attached  to your  Contract.  In the  event of a
Withdrawal under the terms of such an endorsement,  you will forfeit all or part
of  any  Credit  Enhancements   applied  during  the  12  months  preceding  the
Withdrawal.  The percentage of Credit Enhancements to be forfeited is determined
by  dividing  the  amount of the  Withdrawal  by the  amount  of total  Purchase
Payments  during the 12 months  preceding such  Withdrawal.  That  percentage is
multiplied  by the total amount of Credit  Enhancements  credited  during the 12
months  preceding the  Withdrawal  to determine the amount to be forfeited.  The
maximum percentage that may be forfeited is 100% of Credit  Enhancements  earned
during the 12 months preceding the Withdrawal.

MUTUAL FUND EXPENSES

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

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

WITHDRAWALS

A full or partial  Withdrawal of Separate  Account  Contract Value is allowed at
any time prior to the Annuity Start Date while the Owner is living.  Withdrawals
will be effected as of the end of the Valuation  Period in which the  Withdrawal
request is  Received  by SBL,  and  payment  will be made  within the time frame
required by  applicable  law.  Withdrawals  normally will be effective as of the
close of the Valuation  Period during which we receive your proper request.  Any
Withdrawal  will  reduce  Contract  Value by the amount of the  Withdrawal,  any
Withdrawal Charges  attributable to the Withdrawal,  and any Premium Tax and pro
rata Account Charge.

Upon the Owner's  request  for a full  Withdrawal,  SBL will pay the  Withdrawal
Value  in a lump  sum,  and the  Contract  will  terminate.  If you  make a full
withdrawal,  we  require  return  of your  Contract  or a signed  Lost  Contract
Affidavit with your proper request.

All Withdrawals must meet the following conditions.

   1.  The  request for  Withdrawal  must be Received by SBL in writing or under
       other methods allowed by SBL, if any;

   2.  The Owner must apply prior to the Annuity  Start Date while this Contract
       is in force, unless one of Annuity Options 5, 6 or 7 is elected; and

   3.  The  amount  withdrawn  must  be  at  least  $500,  except  upon  a  full
       Withdrawal.

PARTIAL WITHDRAWALS

A partial  Withdrawal  request  must state the  allocations  for  deducting  the
Withdrawal from each Account. If no allocation is specified, SBL will deduct the
Withdrawal  from  the  Accounts  in the  order  shown on page  3A,  "Method  for
Deductions."  If your partial  Withdrawal  causes your Contract Value to be less
than $5,000 immediately after the Withdrawal, we may terminate your Contract and
send you the Withdrawal proceeds.

SYSTEMATIC WITHDRAWALS

Systematic Withdrawals are automatic periodic Withdrawals from Contract Value in
substantially equal amounts prior to the Annuity Start Date. To start Systematic
Withdrawals,  you must make the request in writing, stating the type of payment,
its  frequency  and  allocations  for  such  Withdrawals.  If no  allocation  is
specified,  SBL will deduct each Systematic  Withdrawal from the Accounts in the
order shown on page 3A, "Method for Deductions."

The  type of  payment  may be:  (1) in a fixed  amount;  (2) in  Level  Payments
calculated by SBL; (3) for a specified period; (4) a specified  percentage;  (5)
earnings  only; or (6) 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. The minimum Systematic Withdrawal amount is $100
per payment.  You may stop or change Systematic  Withdrawals upon proper written
request  Received  by SBL at least 30 days in advance of the  requested  date of
termination  or  change.  SBL  reserves  the right to stop,  modify  or  suspend
Systematic Withdrawals at any time.

WITHDRAWAL VALUE

The  Withdrawal  Value is the amount  available for  Withdrawal.  The Withdrawal
Value as of the close of any Valuation  Date is the Contract Value less: (1) any
Withdrawal Charges; (2) any pro rata Account Charge; and (3) any Premium Tax due
or paid by SBL.

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

DEATH BENEFIT

A Death  Benefit  will be paid upon the death of the Owner  prior to the Annuity
Start Date while this  Contract is in force.  The Death  Benefit will be paid to
the Designated  Beneficiary when due Proof of Death and  instructions  regarding
payment are Received by SBL.

The  Death  Benefit  is equal to the  greater  of:  (1) the sum of all  Purchase
Payments made by the Owner (not including Credit Enhancements), less any Premium
Tax due or paid by SBL with respect to your Contract,  less any pro rata Account
Charge,  and less the sum of all  partial  Withdrawals  and  Withdrawal  Charges
deducted from your Contract Value; or (2) your Contract Value as of the date due
Proof of Death and instructions  regarding payment are Received by SBL, less any
Premium Tax due or paid by SBL with respect to your Contract,  less any pro rata
Account Charge,  and less any Credit  Enhancements  applied during the 12 months
preceding the date of the Owner's death.

Notwithstanding the foregoing,  if due proof of death and instructions regarding
payment  are not  Received  by SBL within six months of the date of the  Owner's
death, the Death Benefit will be as described under (2) above without  reference
to (1) above.

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.

PROOF OF DEATH

Any of the following will serve as Proof of Death of the Owner:

   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 SBL.

DISTRIBUTION RULES

In the event of an Owner's  death  prior to the Annuity  Start Date,  the entire
Death Benefit shall be paid within 5 years after the death of the Owner,  except
as provided below.  In the event that the Beneficiary  elects an Annuity Option,
the length of time for payment of the benefit may be longer than 5 years if:

   1.  The Designated Beneficiary is a natural person;

   2.  The Death Benefit is paid out under one of Annuity Options 1 through 8;

   3.  Payments  are made over a period  that does not  exceed  the life or life
       expectancy of the Beneficiary; and

   4.  Payments begin within one year of the death of the Owner.

If the deceased  Owner's spouse is the sole Designated  Beneficiary,  the spouse
shall  become the sole Owner of the  Contract.  He or she may elect to: (1) keep
the  Contract  in force  until the sooner of the  spouse's  death or the Annuity
Start Date; or (2) receive the Death Benefit.

If any Owner dies on or after the Annuity  Start Date,  Annuity  Payments  shall
continue  to be paid at least as quickly  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 change in, the  Annuitant.  This Contract
is deemed to include 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 include any other  provision of the Code deemed  necessary by SBL
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 SBL 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)  or  403(b);  (2) an
individual retirement annuity or provided under an individual retirement account
or annuity;  or (3) otherwise  exempt from the Code section  72(s)  distribution
rules.

- --------------------------------------------------------------------------------
ANNUITY BENEFIT PROVISIONS
- --------------------------------------------------------------------------------

ANNUITY START DATE

The  Annuity  Start  Date is the date as of which the first  Annuity  Payment is
computed  under one of the Annuity  Options.  The  Annuity  Start Date shall not
precede the third  Contract  Anniversary.  The Owner may elect the Annuity Start
Date at the time of application.  If no Annuity Start Date is selected, SBL will
use the later of the: (1) the oldest Annuitant's seventieth birthday; or (2) the
tenth Contract  Anniversary.  The Annuity Start Date must be prior to the oldest
Annuitant's 90th birthday.

CHANGE OF ANNUITY START DATE

The Owner may change the Annuity  Start  Date.  A request for the change must be
made in writing.  The written  request  must be received by SBL at least 30 days
prior to the new  Annuity  Start Date as well as 30 days  prior to the  previous
Annuity Start Date.

ANNUITY OPTIONS

The Contract provides for Annuity Payments to be made under one of eight Annuity
Options.  Your  Annuity  Option  is shown on page 3.  Options  1 through 4 and 8
generally  provide for  payments to be made during the life of the  Annuitant or
Joint  Annuitants.  Under Options 5 through 7, Annuity  Payments are made to the
Annuitant  and in  the  event  of  the  Annuitant's  death,  to  the  Designated
Beneficiary.

Options 1 through 8 are  available  as either a Fixed or  Variable  Annuity or a
combination Fixed and Variable Annuity. The Annuity Options are shown below.


Prior to the  Annuity  Start  Date,  the Owner may  change  the  Annuity  Option
selected.  The Owner must  request the change in writing.  This  request must be
Received by SBL at least 30 days prior to the Annuity Start Date.

   OPTION 1 LIFE INCOME OPTION:

   This option provides Annuity Payments for the life of the Annuitant. Upon the
   Annuitant's death, no further Annuity Payments will be made.

   OPTION 2 LIFE INCOME WITH PERIOD CERTAIN OPTION:

   This option provides Annuity Payments for the life of the Annuitant.  A fixed
   period of 5, 10, 15 or 20 years may be chosen.  Annuity 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 of the Annuity  Payments
   during the fixed period,  the remaining  Annuity Payments will be made 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:

   This option provides Annuity  Payments for the life of the Annuitant,  with a
   period certain  determined by dividing the Annuity Start Amount by the amount
   of the first Annuity Payment. A fixed number of Annuity Payments will be made
   even if the Annuitant dies. If the Annuitant dies before  receiving the fixed
   number of Annuity  Payments,  any remaining  Annuity Payments will be made to
   the Designated  Beneficiary.  If the Annuitant dies after receiving the fixed
   number of Annuity Payments, no further Annuity Payments will be made.

   OPTION 4 JOINT AND LAST SURVIVOR OPTION:

   This option  provides  Annuity  Payments for the lives of the  Annuitant  and
   Joint  Annuitant.  Annuity Payments will be made as long as either is living.
   Upon the death of one Annuitant,  Annuity Payments  continue to the surviving
   Joint  Annuitant  at the same or a  reduced  level of 75%,  66 2/3% or 50% of
   Annuity  Payments,  as elected by the Owner.  With  respect to Fixed  Annuity
   Payments,  the amount of the Annuity  Payment,  and with  respect to Variable
   Annuity  Payments,  the number of Annuity Units used to determine the Annuity
   Payment, is reduced as of the first Annuity Payment following the 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.  Upon the
   death of the last Annuitant, no further Annuity Payments will be made.

   OPTION 5 FIXED PERIOD OPTION:

   This option provides  Annuity  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  Annuity  Payments  will  vary as a result  of the  interest  rate (as
   adjusted periodically) credited on Fixed Account Contract Value. This rate is
   guaranteed  to be no less than the  Guaranteed  Rate set forth on page 3. The
   amount of each Fixed Annuity  Payment is determined by dividing Fixed Account
   Contract Value on the Annuity Payment date by the number of remaining Annuity
   Payments.  If the Contract  Value is held in the Separate  Account,  then the
   amount  of the  Annuity  Payments  will  vary as a result  of the  investment
   performance of the Subaccounts  chosen.  The amount of each Variable  Annuity
   Payment is  determined  by  multiplying  the  Accumulation  Unit Value on the
   Annuity  Payment date by the result of dividing total  Accumulation  Units by
   the number of  remaining  Annuity  Payments.  If the  Annuitant  dies  before
   receiving  the fixed  number  of  Annuity  Payments,  any  remaining  Annuity
   Payments will be made to the Designated Beneficiary.

   OPTION 6 FIXED PAYMENT OPTION:

   This option  provides for Annuity  Payments of a fixed amount selected by the
   Owner. This amount is paid until Contract Value is exhausted. If the Contract
   Value is held in the Fixed Account,  then the number of Annuity Payments will
   vary as a result of the interest rate (as adjusted  periodically) credited on
   Fixed Account Contract Value.  This rate is guaranteed to be no less then the
   Guaranteed  Rate set  forth on page 3. If the  Contract  Value is held in the
   Separate  Account,  then the number of Annuity Payments will vary as a result
   of the investment  performance of the  Subaccounts  chosen.  If the Annuitant
   dies before  receiving all of the Annuity  Payments,  any  remaining  Annuity
   Payments will be made to the Designated Beneficiary.

   OPTION 7 PERIOD CERTAIN OPTION:

   This option provides  Annuity  Payments for a fixed period of 5, 10, 15 or 20
   years.  Annuity  Payments  will be made until the end of this period.  If the
   Annuitant dies prior to the end of the period, the remaining Annuity Payments
   will be made to the Designated Beneficiary.

   OPTION 8 JOINT AND CONTINGENT SURVIVOR OPTION:

   This option provides Annuity Payments for the life of the primary  Annuitant.
   Annuity  Payments will be made to the primary  Annuitant as long as he or she
   is living. Upon the death of the primary Annuitant,  Annuity Payments will be
   made to the  contingent  Annuitant  as long  as he or she is  living.  If the
   contingent  Annuitant is not living upon the death of the primary  Annuitant,
   no further payments will be made.

ANNUITY START AMOUNT

Annuity  Start Amount  allocated  to the Fixed  Account is applied to purchase a
Fixed  Annuity and that  allocated to the  Subaccounts  is applied to purchase a
Variable  Annuity.  For Annuity  Options 1 through 4, 7 and 8, the Annuity Start
Amount is divided by $1,000,  and the  result is  multiplied  by the  applicable
amount in the Annuity Tables to determine the minimum guaranteed monthly Annuity
Payment with respect to a Fixed  Annuity or the first  monthly  Annuity  Payment
with respect to a Variable Annuity.

FIXED ANNUITY PAYMENTS

With  respect to Fixed  Annuity  Payments,  the amount set forth in the  Annuity
Tables as adjusted  for the rate of  interest  credited by SBL, is the amount of
each  monthly  Annuity  Payment  for  Annuity  Options 1 through 4, 7 and 8. For
Options 5 through 7, Fixed Annuity Payments are based on Contract Value.

VARIABLE ANNUITY PAYMENTS

With respect to Variable Annuity  Payments,  the amount set forth in the Annuity
Tables,  as adjusted for the Assumed  Interest  Rate, is the amount of the FIRST
monthly  Annuity Payment for Annuity Options 1 through 4, 7 and 8. The amount of
each Annuity  Payment  after the first for these options is computed by means of
Annuity Units.  For Options 5 through 7, Variable  Annuity Payments are based on
Contract  Value.  Variable  Annuity  Payments will increase or decrease with the
performance of the Subaccount(s).

ANNUITY TABLES

The amounts set forth in the Annuity Tables for Annuity  Options 1 through 4 and
8 depend on the sex (unless  unisex rates apply) and age of the Annuitant or the
Joint  Annuitants on the Annuity Start Date.  The Annuity Tables are modified to
reflect (1) the Assumed Interest Rate for Variable Annuity Payments;  or (2) the
rate of interest in effect on the Annuity Start Date for Fixed Annuity Payments.
The rate of interest for Fixed  Annuity  Payments is  guaranteed  not to be less
than the  Guaranteed  Rate set forth on page 3. The Annuity  Tables  contain the
amount of  monthly  Annuity  Payment  per $1,000 of Annuity  Start  Amount.  The
Annuity  Tables  state  values for the exact  ages  shown.  The  values  will be
interpolated  based on the exact age(s) of the Annuitant or Joint  Annuitants on
the Annuity Start Date.  The basis of the Annuity Tables for Options 1 through 4
and 8 and the Assumed  Interest  Rate are set forth on page 3. The Annuity Table
for Option 7 is determined  without reference to the age or sex of the Annuitant
and is based upon the Assumed Interest Rate.  Annuity Payments for Options 5 and
6 are computed without  reference to the Annuity Tables.  The Annuity Tables are
used in accordance with generally accepted actuarial principles.

ANNUITY PAYMENTS

No Annuity Option can be selected that requires SBL to make Annuity  Payments of
less than  $100.00.  Each  Annuity  Option  allows for making  Annuity  Payments
annually,  semiannually,  quarterly or monthly.  Annuity  Payments due on a date
other  than a  Valuation  Date,  are  paid as of the end of the  next  following
Valuation Date.

ANNUITY UNITS

On the Annuity Start Date, the amount of the first Variable  Annuity  Payment is
divided by the  Annuity  Unit Value as of that date to  determine  the number of
Annuity Units to be used in  calculating  subsequent  Annuity  Payments.  If the
Annuity  Start  Amount  was  allocated  to more than one  Subaccount,  the first
Variable  Annuity Payment will be allocated to each Subaccount in the percentage
corresponding  to the allocation of Annuity Start Amount.  The number of Annuity
Units for each  Subaccount  is then  found by  dividing  the amount of the first
Variable Annuity Payment  allocated to that Subaccount by the Annuity Unit Value
for the Subaccount on the Annuity Start Date.

The number of Annuity Units for the Subaccount then remains  constant,  unless a
Transfer of Annuity Units is made. After the first Variable Annuity Payment, the
dollar  amount of each  subsequent  Annuity  Payment  is equal to the sum of the
payment  amount  determined  for each  Subaccount.  The payment  amount for each
Subaccount is equal to the number of Annuity Units  allocated to that Subaccount
multiplied by the Annuity Unit Value as of the date of the Annuity  Payment.  An
example of an initial Variable Annuity Payment calculation for a male, age 60 is
as follows:

Annuity Start Amount = $100,000                                   $100,000
                                                                  -------- = 100
                                                                   $1,000

Amount determined by reference in 1999 to Annuity
Table for a male, age 60 under Option 1                                    $4.00

First Variable Annuity Payment                                100 x $4.00 = $400

                                                                  NUMBER OF
                                     FIRST                         ANNUITY
                                    VARIABLE       ANNUITY        UNITS USED
                    ANNUITY         ANNUITY       UNIT VALUE     TO DETERMINE
                  START AMOUNT      PAYMENT       ON ANNUITY      SUBSEQUENT
SUBACCOUNT         ALLOCATION      ALLOCATION     START DATE       PAYMENTS
- ----------        ------------     ----------     ----------     ------------
Growth                50%           $200.00    /    $1.51     =    132.4503
Growth-Income         50%           $200.00    /    $1.02     =    196.0784


An  example of a  subsequent  Variable  Annuity  Payment  calculation  using the
assumptions above is as follows:

                                           ANNUITY UNIT
                                         VALUE ON DATE OF         NEW ANNUITY
SUBACCOUNT          ANNUITY UNITS       SUBSEQUENT PAYMENT       PAYMENT AMOUNT
- ----------          -------------       ------------------       --------------
Growth                132.4503      x          $1.60         =      $211.92
Growth-Income         196.0784      x          $1.10         =      $215.69
                                                                     ------
                                                                    $427.61

ANNUITY UNIT VALUE

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 the Assumed  Interest  Rate set forth on
        the page 3 which is used to determine Variable Annuity Payment amounts.


ALTERNATE ANNUITY OPTION RATES

SBL 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.
<PAGE>
                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*  Investment Experience is Reflected in Benefits

*  Variable and Fixed Accumulation  Before the Annuity Start Date;  Variable and
   Fixed Annuity Payments Thereafter

*  Death Benefit Proceeds are Payable Before the Annuity Start Date

*  This Contract is Non-Participating

BENEFITS  AND VALUES  PROVIDED  BY THIS  CONTRACT  MAY BE ON A  VARIABLE  BASIS.
AMOUNTS DIRECTED INTO ONE OR MORE OF THE SUBACCOUNTS WILL REFLECT THE INVESTMENT
EXPERIENCE OF THOSE SUBACCOUNTS.  THESE AMOUNTS MAY INCREASE OR DECREASE AND ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT. (SEE "CONTRACT VALUE AND EXPENSE PROVISIONS"
AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                  700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461


<PAGE>
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                       FLEXIBLE PREMIUM DEFERRED VARIABLE
                                ANNUITY CONTRACT

SBL'S PROMISE

In  consideration  of the  Purchase  Payments  and  the  application  (which  is
incorporated  herein by  reference),  Security  Benefit Life  Insurance  Company
("SBL") will pay the benefits of this Contract according to its terms.

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

YOU MAY RETURN THIS CONTRACT WITHIN 10 DAYS AFTER YOU RECEIVE IT. YOU MAY RETURN
THE CONTRACT BY  DELIVERING  OR MAILING IT TO SBL.  THIS  CONTRACT  WILL THEN BE
DEEMED VOID FROM THE  BEGINNING.  NO WITHDRAWAL  CHARGE WILL BE IMPOSED,  AND WE
WILL REFUND YOUR CONTRACT  VALUE,  INCLUDING ANY FEES AND/OR CHARGES FOR PREMIUM
TAX THAT WERE DEDUCTED FROM THAT  CONTRACT  VALUE,  LESS THE VALUE OF ANY CREDIT
ENHANCEMENTS  MADE INTO THE  CONTRACT,  AS OF THE DATE WE RECEIVE  THE  RETURNED
CONTRACT.

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.

*  Investment Experience is Reflected in Benefits

*  Variable and Fixed Accumulation  Before the Annuity Start Date;  Variable and
   Fixed Annuity Payments Thereafter

*  Death Benefit Proceeds are Payable Before the Annuity Start Date

*  This Contract is Non-Participating

BENEFITS  AND VALUES  PROVIDED  BY THIS  CONTRACT  MAY BE ON A  VARIABLE  BASIS.
AMOUNTS DIRECTED INTO ONE OR MORE OF THE SUBACCOUNTS WILL REFLECT THE INVESTMENT
EXPERIENCE OF THOSE SUBACCOUNTS.  THESE AMOUNTS MAY INCREASE OR DECREASE AND ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT. (SEE "CONTRACT VALUE AND EXPENSE PROVISIONS"
AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                  700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461

V6028 (12-99)U
<PAGE>
- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page

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

OWNER NAME:                                       CONTRACT NUMBER:
Jane Doe                                          123456789

JOINT OWNER NAME:                                 CONTRACT DATE:
John Doe                                          7-01-1999

ANNUITANT NAME:                                   ANNUITY START DATE:
Jane Doe                                          10-5-2030

ANNUITANT DATE OF BIRTH:                          PLAN:
10/5/60                                           Non-Qualified

                                                  ASSIGNMENT:
                                                  This Contract may be assigned.
                                                  See assignment provision.

PRIMARY BENEFICIARY NAME:                         ANNUITY OPTION:
Jenny Doe                                         Option 2
- --------------------------------------------------------------------------------
FIRST PURCHASE PAYMENT........................... $10,000

MINIMUM SUBSEQUENT PURCHASE PAYMENT.............. $500 ($50 under an automatic
                                                  investment program)

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

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

SEPARATE ACCOUNT................................. Variable Annuity Account VIII

MORTALITY AND EXPENSE RISK CHARGE................ 1.25% Annually

ADMINISTRATION CHARGE............................ 0.15% Annually

ACCOUNT ADMINISTRATION CHARGE.................... $30 Annually*

WITHDRAWAL CHARGE

  Age of Purchase Payment in Years............... 1   2   3   4   5   6   7   8
                                                  ------------------------------
  Withdrawal Charge.............................. 7%  7%  6%  6%  5%  5%  3%  0%

CREDIT ENHANCEMENT
  Total Purchase Payments Less
  Withdrawals and Withdrawal Charges
      Less than $10,000.......................... 0%
      At least $10,000 but less than $1,000,000.. 4%
      $1,000,000 or more......................... 5%

BASIS OF ANNUITY TABLES.......................... 1983 (a) Mortality Table with
                                                  mortality improvement under
                                                  Projection Scale G

ASSUMED INTEREST RATE............................ 3.5% annually

SUBACCOUNTS:

  1. Money Market              7. Managed Asset Allocation  13. Worldwide Equity
  2. High Grade Income         8. Global Total Return       14. International
  3. High Yield                9. Enhanced Index            15. Social Awareness
  4. Global Strategic Income  10. Growth                    16. Mid Cap
  5. Growth Income            11. Select 25                 17. Small Cap
  6. Equity Income            12. Value

METHOD FOR DEDUCTIONS:

  Deductions for the Account  Administration Charge ("Account Charge"),  Premium
  Tax and certain Withdrawals will be made from the first Subaccount on the list
  above to which the Owner has allocated Contract Value. Each Subaccount will be
  depleted  before the next is charged.  The Fixed  Account is the last  Account
  Charged.

  *The Account  Charge is deducted at each calendar year end. A pro rata Account
   Charge is deducted:  (1) upon a full Withdrawal of Contract Value; (2) when a
   Contract has been in force for less than a full calendar  year;  (3) upon the
   Annuity  Start Date if one of Annuity  Options 1 through 4, 7 or 8 is chosen;
   and (4) upon payment of a death benefit. The Account Charge will be waived if
   Contract  Value is $50,000 or more upon the date the Account  Charge is to be
   deducted.
<PAGE>
- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------

ACCOUNT

One of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT

A unit of measure used to compute Separate Account Contract Value.

ANNUITANT

The person you name on whose life Annuity Payments may be determined. Please see
"Annuity Benefit Provisions" on page 18.

ANNUITY START AMOUNT

Contract  Value as of the Annuity  Start Date,  less any Premium Tax and any pro
rata Account Charge.

ANNUITY OPTION

A set of provisions that form the basis for making Annuity Payments.  Please see
"Annuity Options" on page 18.

ANNUITY PAYMENTS

Payments made beginning on the Annuity Start 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.

ANNUITY START DATE

The date on which Annuity Payments begin as elected by the Owner.

ANNUITY UNIT

A unit of measure used to compute Variable Annuity Payments.

AUTOMATIC TRANSFERS

Transfers among the Subaccounts  and the Fixed Account made  automatically.  SBL
makes  Automatic  Transfers  on a periodic  basis at the written  request of the
Owner. SBL may discontinue, modify or suspend Automatic Transfers.

COMPANY

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

CONTRACT ANNIVERSARY

The same date in each subsequent year as your Contract Date.

CONTRACT DATE

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

CONTRACT VALUE

The total  value of your  Contract,  which  includes  amounts  allocated  to the
Subaccounts  and the Fixed  Account.  SBL  determines  Contract Value as of each
Valuation Date.

CONTRACT YEAR

Contract Years are measured from the Contract Date.

CREDIT ENHANCEMENT

An amount added to Contract Value at the time a Purchase Payment is applied.

CURRENT INTEREST

SBL 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
prior  to  the  Annuity  Start  Date.  Please  see  "Ownership,  Annuitant,  and
Beneficiary Provisions" on page 10 and "Death Benefit Provisions" on page 17.

FIXED ACCOUNT

An account that is part of SBL's General  Account.  SBL guarantees  that it will
credit  interest on Contract  Value  allocated to the Fixed Account at an annual
rate at least equal to the Guaranteed Rate set forth on page 3.

GUARANTEE PERIOD

Current  Interest,  if  declared,  is fixed for  rolling  periods of one or more
years,  referred to as Guarantee  Periods.  SBL 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 SBL; or (b) a
Transfer 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 transferred 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.

GENERAL ACCOUNT

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

HOME OFFICE

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

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 10.

NONNATURAL PERSON

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

OWNER

The person(s) who has (have) all rights under this Contract. The Owner as of the
Contract Date is named on page 3. Please see  "Ownership"  provisions on page 10
and the definition of "Joint Owner," above.

PREMIUM TAX

Any Premium Tax levied by a state or other governmental entity. When Premium Tax
is assessed after the Purchase Payment is applied,  it will be deducted as shown
on page 3A.

PURCHASE PAYMENT

Money Received by SBL and applied to the Contract.

RECEIVED BY SBL

Receipt by SBL in good order at its Home Office, 700 SW Harrison Street, Topeka,
Kansas 66636-0001.

SEPARATE ACCOUNT

A separate  account  established  and  maintained  by SBL under  Kansas law. The
Separate  Account as set forth on page 3 is registered  with the  Securities and
Exchange  Commission  under  the  Investment  Company  Act  of  1940  as a  Unit
Investment  Trust.  It  was  established  by  SBL to  support  variable  annuity
contracts.  SBL 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 SBL 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 SBL'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 Subaccounts without regard to income, gains
or losses in the other Subaccounts. SBL has the right to transfer to its General
Account any assets of the  Separate  Account  that are in excess of the reserves
and other Contract  liabilities with respect to the Separate Account.  The value
of the assets in the Separate Account is determined on each Valuation Date as of
the end of each Valuation Date.

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, SBL 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 SBL 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,  SBL  will  notify  you of the  change.  SBL  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.

TRANSFER

A Transfer  of Contract  Value of one  Subaccount  or the Fixed  Account for the
equivalent  dollar amount of Contract  Value of another  Subaccount or the Fixed
Account.

VALUATION DATE

A Valuation  Date is each day the New York Stock  Exchange and SBL'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.

WITHDRAWAL

A  Withdrawal  of Contract  Value in the dollar  amount  specified by the Owner.
Withdrawals include Systematic Withdrawals.  See "Withdrawal Provisions" on page
16.

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

THE CONTRACT

The entire  Contract  between the Owner and SBL consists of this  Contract,  the
Application  (which is  incorporated  herein by reference),  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.  SBL will use no statement made by or
on  behalf  of the  Owner 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 SBL.

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

COMPLIANCE

SBL 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.  SBL will
provide  the  Owner  with a copy of any such  change  and will  also file such a
change  with the  insurance  regulatory  officials  of the  state  in which  the
Contract is delivered.

MISSTATEMENT OF AGE

If the age of the Annuitant has been misstated, payments shall be adjusted, when
allowed by law,  to the amount  which would have been  provided  for the correct
age.  Proof of the age of an  Annuitant  may be required at any time,  in a form
suitable to SBL. If  payments  have  already  started 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 full amount due will
be deducted from one or more future payments.

EVIDENCE OF SURVIVAL

Before  SBL makes a payment,  it has the right to  require  proof of the life or
death of any person whose life or death determines  whether,  or to whom, or how
much SBL must pay under this Contract.

INCONTESTABILITY

SBL will not contest the validity of this Contract.

ASSIGNMENT

No Assignment  under this Contract is binding unless Received by SBL in writing.
SBL 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 SBL before the Assignment is Received by SBL. Once filed, the rights of
the Owner are  subject  to the  Assignment.  Any  claim is  subject  to proof of
interest of the  assignee.  If the Contract has been  absolutely  assigned,  the
assignee becomes the Owner.

OWNERSHIP OF ASSETS

SBL is the sole owner of the assets of the Fixed Account. SBL has the sole right
to control, manage or administer such assets.

TRANSFERS

The Owner may Transfer  Contract  Value among the Fixed Account and  Subaccounts
upon your written request or under other methods allowed by SBL,  subject to the
following.

SBL  reserves the right to: (1) limit the amount that may be subject to Transfer
to $1,000,000 per Transfer without Home Office approval; (2) limit the number of
Transfers per Contract Year to 14; and (3) suspend Transfers.  Transfers must be
at least $500 or if less: (1) the amount remaining in the Subaccount; or (2) the
amount of Fixed Account Contract Value, the Guarantee Period of which expires in
the calendar month in which the Transfer is effected.

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

SBL will effect a Transfer to or from a Subaccount on the basis of  Accumulation
Unit  Value  determined  as of the end of the  Valuation  Period  in  which  the
Transfer  request is Received by SBL. SBL will effect a Transfer  from the Fixed
Account  on the  basis  of  Fixed  Account  Contract  Value as of the end of the
Valuation Period in which the Transfer request is Received by SBL. Transfers are
effected  as of the  close of the  Valuation  Period  in which  all  information
required to make the Transfer is Received by SBL.

After the Annuity  Start Date,  you may  Transfer  Annuity  Units only among the
Subaccounts.

CLAIMS OF CREDITORS

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

BASIS OF VALUES

A detailed  statement  showing how values are determined has been filed with the
state insurance departments. All values and reserves are at least equal to those
required by the laws of the state in which this Contract is issued.

PARTICIPATION

This Contract is not participating.

STATEMENTS

At least  once per year prior to the  Annuity  Start  Date,  SBL will send you a
report that will show your Contract Value and any other information  required by
law. After the Annuity Start Date, we will send you any information  that may be
required.

DELAY OF PAYMENT

Generally, payments and Transfers will be made within seven days from receipt of
the payment and/or request in a form  satisfactory to us. SBL reserves the right
to suspend a Transfer or delay  payment of a Withdrawal  from  Separate  Account
Contract Value 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.  SBL may delay  payments or
Transfers from the Fixed Account (which would include payment of your Withdrawal
proceeds and Transfers from the Fixed Account, loans, fixed annuity payments and
lump sum death benefit  payments unless state law requires  otherwise) for up to
six months after the requested  effective  date of the  transaction.  Any amount
delayed  will, as long as it is held under the Fixed  Account,  continue to earn
interest  at the  Current  Rate then in effect  until the  applicable  Guarantee
Period in effect has ended,  and not less than the Guaranteed  Rate on an annual
basis thereafter.

- --------------------------------------------------------------------------------
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 80 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, SBL 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 10 and the "Death
Benefit Provisions" on page 17.

ANNUITANT

The  Annuitant is named on page 3. The Owner may change the  Annuitant  prior to
the Annuity Start Date.  The request for this change must be made in writing and
Received by SBL at least 30 days prior to the Annuity  Start Date.  No Annuitant
may be  named  who is more  than 80 years  old on the  Contract  Date.  When the
Annuitant  dies  prior to the  Annuity  Start  Date,  the Owner  must name a new
Annuitant within 30 days or, if sooner,  by the Annuity Start Date, except where
the Owner is a Nonnatural  Person.  If a new  Annuitant is not named,  the Owner
becomes the Annuitant.

PRIMARY AND SECONDARY BENEFICIARIES

The Primary Beneficiary is named on page 3. The Owner may change any Beneficiary
as  described in  "Ownership  and  Beneficiary  Changes"  below.  If the Primary
Beneficiary  dies prior to the Owner,  the  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, you may name a new owner, a new
Primary  Beneficiary or a new Secondary  Beneficiary;  provided that you may not
change or remove an irrevocable Beneficiary without obtaining his or her written
consent in a form acceptable to us. 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 SBL
prior to the time it was  recorded.  SBL may require the Contract be returned so
these changes may be made.

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

FLEXIBLE PURCHASE PAYMENTS

This  Contract  will not be in force  until we  receive  at our Home  Office the
initial Purchase Payment.  You may make additional Purchase Payments at any time
before the Annuity Start Date,  while the Owner is living,  and this Contract is
in force.  Purchase  Payments are payable in U.S.  dollars and checks  should be
made payable to SBL.

PURCHASE PAYMENTS LIMITATIONS

Purchase  Payments  exceeding  $1,000,000  will not be  accepted  without  prior
approval by SBL. The Minimum Subsequent Purchase Payment amount is shown on page
3.

PURCHASE PAYMENT ALLOCATION

Purchase Payments will be allocated among the Fixed Account and the Subaccounts.
The allocations  may be a whole dollar amount or a whole  percentage and no less
than $25 per Purchase Payment may be allocated to any Account. Purchase Payments
will be allocated  according to the Owner's  instructions  in the Application or
more  recent  instructions,  if any.  The Owner may  change the  allocations  by
written notice to SBL.

PLACE OF PAYMENT

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

CREDIT ENHANCEMENT

SBL  will add a  Credit  Enhancement  to your  Contract  Value at the time  each
Purchase Payment is applied to this Contract. The amount of a Credit Enhancement
is  determined  at the time the Purchase  Payment is made as a percentage of the
Purchase Payment to be applied to this Contract.  The Credit Enhancement will be
applied at the time the Purchase  Payment is effective.  The Credit  Enhancement
will be allocated  among the Accounts in the same  proportion as the  applicable
Purchase Payment.

The amount of Credit  Enhancement  for each Purchase  Payment will be based upon
the total Purchase Payments made into this Contract, less the total Withdrawals,
including any Withdrawal  Charges,  as of the date of the Purchase Payment.  The
Credit Enhancement, as a percentage of the Purchase Payment, is shown on page 3.

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

CONTRACT VALUE

Your  Contract  Value on any  Valuation  Date is the sum of:  (1) your  Separate
Account  Contract Value on that date; and (2) your Fixed Account  Contract Value
on that date. At any time after the first  Contract Year, SBL reserves the right
to pay to the Owner the Contract Value as a lump sum if it is below $5,000.

FIXED ACCOUNT CONTRACT VALUE

On any Valuation  Date, the Fixed Account  Contract Value is equal to the amount
of the  initial  Purchase  Payment  allocated  under the  Contract  to the Fixed
Account,

PLUS:

   1.  any other Purchase  Payments,  including Credit  Enhancements,  allocated
       under the Contract to the Fixed Account;

   2.  any Transfers from the Separate Account to the Fixed Account; and

   3.  any Current Interest credited to the Fixed Account.

LESS:

   1.  any Withdrawals,  including  Withdrawal Charges,  deducted from the Fixed
       Account;

   2.  any Transfers from the Fixed Account to the Separate Account;

   3.  any amount  applied as  Annuity  Start  Amount  under  Annuity  Options 1
       through 4, 7 or 8;

   4.  any Annuity Payments under Annuity Options 5 and 6;

   5.  any Premium Tax and Account Charge; and

   6.  any Credit  Enhancements  waived as set forth  under  "Withdrawal  Charge
       Waivers."

FIXED ACCOUNT INTEREST CREDITING

SBL shall credit  Current  Interest on Fixed Account  Contract  Value on a daily
basis.  Current  Interest will be credited  from the  Valuation  Date on which a
Purchase Payment is applied to the date of Withdrawal,  Transfer, or application
as Annuity Start Amount.

SBL shall credit  interest on Fixed Account  Contract Value at an annual rate at
least equal to the  Guaranteed  Rate shown on page 3. Also,  SBL 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 SBL on the first day of the
Guarantee Period.

SBL may  credit  Current  Interest  on  Contract  Value  that was  allocated  or
transferred  to the Fixed  Account  during one period at a  different  rate than
amounts  allocated or transferred to the Fixed Account in another period.  Also,
SBL 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 transferred 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.  For example, if 100 Accumulation Units were allocated to each of
the Money Market and Growth  Subaccounts as of June 1, Separate Account Contract
Value as of that date would be determined as follows:

                     NUMBER OF          ACCUMULATION UNIT
SUBACCOUNT       ACCUMULATION UNITS     VALUE AS OF JUNE 1     SUBACCOUNT VALUE
- ----------       ------------------     ------------------     ----------------
Money Market            100                    $10                  $1,000
Growth                  100                    $12                  $1,200
                                                                     -----
Separate Account Contract Value as of June 1...................     $2,200


ACCUMULATION UNIT VALUE

The initial  Accumulation  Unit Value for each  Subaccount  was set at $10.  The
Accumulation Unit Value for any subsequent  Valuation Date is equal to (1) times
(2) where:

   1.  is the Accumulation  Unit Value  determined on the immediately  preceding
       Valuation Date; and

   2.  is the Net  Investment  Factor as of the  Valuation  Date with respect to
       which Accumulation Unit Value is being determined.

NET INVESTMENT FACTOR

The Net  Investment  Factor for any  Subaccount  as of the end of any  Valuation
Period is determined by dividing (1) by (2) and subtracting (3) from the result,
where:

   1.  is equal to:

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

       b.  the per share amount of any  dividend or capital  gain  distributions
           paid by the Subaccount's  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 SBL
           deems to have resulted from the operation of the Separate  Account or
           the Subaccounts;  operations of SBL with respect to the Contract;  or
           the payment of premiums or acquisition costs under the Contract.

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

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

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, or  deducted  from,  the
Subaccount;  by (2) the Accumulation Unit Value for the Subaccount as of the end
of the Valuation  Period during which the amount is allocated or deducted  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  and  Credit  Enhancements  that  are  applied  to the
       Subaccount;

   2.  Contract Value that is Transferred into or out of the Subaccount;

   3.  Withdrawals  and Withdrawal  Charges,  if any, that are deducted from the
       Subaccount;

   4.  Annuity Payments made from the Subaccount under Annuity Options 5 and 6;

   5.  Annuity  Start  Amount  applied  from the  Subaccount  to one of  Annuity
       Options 1 through 4, 7 or 8;

   6.  Premium Tax and Account  Charges that are deducted  from the  Subaccount;
       and

   7.  Credit Enhancements that are waived as set forth under "Withdrawal Charge
       Waivers."

MORTALITY AND EXPENSE RISK CHARGE

SBL 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.

ADMINISTRATION CHARGE

SBL will deduct the  Administration  Charge shown on pages 3 and 3A. 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.

ACCOUNT ADMINISTRATION CHARGE

SBL will deduct the Account  Administration  Charge ("Account  Charge") shown on
pages 3 and 3A. This charge will be computed and deducted from Contract Value as
of each calendar year end. The Account Charge and other charges may be waived or
reduced  uniformly on all Contracts  issued under certain plans or  arrangements
which are expected to result in administrative cost savings.

PREMIUM TAX EXPENSE

SBL  reserves the right to deduct  Premium Tax when due or any time  thereafter.
Any Premium Tax will be allocated as shown on page 3A.

WITHDRAWAL CHARGES

Purchase  Payments and Credit  Enhancements are subject to a Withdrawal  Charge,
which is shown  on page 3.  The  Withdrawal  Charge  may  apply to  amounts  you
withdraw under your Contract  prior to the Annuity Start Date,  depending on the
length of time each Purchase  Payment and Credit  Enhancement has been allocated
to your Contract and the amount you withdraw.

SBL does not apply the Withdrawal Charge on:

   *  Death benefit proceeds;

   *  Annuity Payments under one of Annuity Options 1 through 4 or 8;

   *  Annuity  Payments under one of Annuity  Options 5 through 7; provided that
      Annuity Payments are made for a period of at least 7 years.


The amount of the Withdrawal  Charge depends on how long your Purchase  Payments
and Credit  Enhancements are held under the Contract.  Each Purchase Payment you
make (and its corresponding  Credit Enhancement) is considered to have a certain
"age,"  depending  on the  length  of  time  since  that  Purchase  Payment  was
effective. A Purchase Payment is "age one" in the year beginning on the date the
purchase  payment is received by Security Benefit and increases in age each year
thereafter.  When you withdraw an amount,  the "age" of any Purchase Payment you
withdraw  determines  the level(s) of Withdrawal  Charge as shown on page 3. For
the purpose of  calculating  Withdrawal  Charges,  SBL assumes  that  withdrawal
amounts will be applied to Purchase  Payments first (and a proportionate  amount
of the  applicable  Credit  Enhancement)  in the order  Purchase  Payments  (and
corresponding Credit Enhancements) were received.  The Withdrawal Charge will be
deducted proportionately from each Account selected for Withdrawal.

FREE WITHDRAWALS

During a Contract Year,  you may make Free  Withdrawals,  which are  Withdrawals
that are not subject to the Withdrawal  Charge.  The amount of Free  Withdrawals
available in any Contract Year is determined as follows.  In the first  Contract
Year, the amount is equal to: (1) cumulative purchase payments (excluding Credit
Enhancements);  times (2) the Free Withdrawal  percentage  shown on page 3; less
(3) any Free  Withdrawals  made  during the  Contract  Year.  The amount of Free
Withdrawals  in subsequent  Contract Years is equal to: (1) Contract Value as of
the first  day of the  current  Contract  Year;  times  (2) the Free  Withdrawal
percentage  shown on page 3;  less  (3) any Free  Withdrawals  made  during  the
Contract Year. Unused Free Withdrawal  amounts are not carried from one Contract
Year to the next. Free  Withdrawals do not reduce  Purchase  Payments and Credit
Enhancements  for  purposes  of  calculating  the  Withdrawal  Charge  on future
Withdrawals.

WITHDRAWAL CHARGE WAIVERS

One or more  endorsements  providing  for a waiver of  Withdrawal  Charge  under
certain  circumstances  may be  attached  to your  Contract.  In the  event of a
Withdrawal under the terms of such an endorsement,  you will forfeit all or part
of  any  Credit  Enhancements   applied  during  the  12  months  preceding  the
Withdrawal.  The percentage of Credit Enhancements to be forfeited is determined
by  dividing  the  amount of the  Withdrawal  by the  amount  of total  Purchase
Payments  during the 12 months  preceding such  Withdrawal.  That  percentage is
multiplied  by the total amount of Credit  Enhancements  credited  during the 12
months  preceding the  Withdrawal  to determine the amount to be forfeited.  The
maximum percentage that may be forfeited is 100% of Credit  Enhancements  earned
during the 12 months preceding the Withdrawal.

MUTUAL FUND EXPENSES

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

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

WITHDRAWALS

A full or partial  Withdrawal of Separate  Account  Contract Value is allowed at
any time prior to the Annuity Start Date while the Owner is living.  Withdrawals
will be effected as of the end of the Valuation  Period in which the  Withdrawal
request is  Received  by SBL,  and  payment  will be made  within the time frame
required by  applicable  law.  Withdrawals  normally will be effective as of the
close of the Valuation  Period during which we receive your proper request.  Any
Withdrawal  will  reduce  Contract  Value by the amount of the  Withdrawal,  any
Withdrawal Charges  attributable to the Withdrawal,  and any Premium Tax and pro
rata Account Charge.

Upon the Owner's  request  for a full  Withdrawal,  SBL will pay the  Withdrawal
Value  in a lump  sum,  and the  Contract  will  terminate.  If you  make a full
withdrawal,  we  require  return  of your  Contract  or a signed  Lost  Contract
Affidavit with your proper request.

All Withdrawals must meet the following conditions.

   1.  The  request for  Withdrawal  must be Received by SBL in writing or under
       other methods allowed by SBL, if any;

   2.  The Owner must apply prior to the Annuity  Start Date while this Contract
       is in force, unless one of Annuity Options 5, 6 or 7 is elected; and

   3.  The  amount  withdrawn  must  be  at  least  $500,  except  upon  a  full
       Withdrawal.

PARTIAL WITHDRAWALS

A partial  Withdrawal  request  must state the  allocations  for  deducting  the
Withdrawal from each Account. If no allocation is specified, SBL will deduct the
Withdrawal  from  the  Accounts  in the  order  shown on page  3A,  "Method  for
Deductions."  If your partial  Withdrawal  causes your Contract Value to be less
than $5,000 immediately after the Withdrawal, we may terminate your Contract and
send you the Withdrawal proceeds.

SYSTEMATIC WITHDRAWALS

Systematic Withdrawals are automatic periodic Withdrawals from Contract Value in
substantially equal amounts prior to the Annuity Start Date. To start Systematic
Withdrawals,  you must make the request in writing, stating the type of payment,
its  frequency  and  allocations  for  such  Withdrawals.  If no  allocation  is
specified,  SBL will deduct each Systematic  Withdrawal from the Accounts in the
order shown on page 3A, "Method for Deductions."

The  type of  payment  may be:  (1) in a fixed  amount;  (2) in  Level  Payments
calculated by SBL; (3) for a specified period; (4) a specified  percentage;  (5)
earnings  only; or (6) 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. The minimum Systematic Withdrawal amount is $100
per payment.  You may stop or change Systematic  Withdrawals upon proper written
request  Received  by SBL at least 30 days in advance of the  requested  date of
termination  or  change.  SBL  reserves  the right to stop,  modify  or  suspend
Systematic Withdrawals at any time.

WITHDRAWAL VALUE

The  Withdrawal  Value is the amount  available for  Withdrawal.  The Withdrawal
Value as of the close of any Valuation  Date is the Contract Value less: (1) any
Withdrawal Charges; (2) any pro rata Account Charge; and (3) any Premium Tax due
or paid by SBL.

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

DEATH BENEFIT

A Death  Benefit  will be paid upon the death of the Owner  prior to the Annuity
Start Date while this  Contract is in force.  The Death  Benefit will be paid to
the Designated  Beneficiary when due Proof of Death and  instructions  regarding
payment are Received by SBL.

The  Death  Benefit  is equal to the  greater  of:  (1) the sum of all  Purchase
Payments made by the Owner (not including Credit Enhancements), less any Premium
Tax due or paid by SBL with respect to your Contract,  less any pro rata Account
Charge,  and less the sum of all  partial  Withdrawals  and  Withdrawal  Charges
deducted from your Contract Value; or (2) your Contract Value as of the date due
Proof of Death and instructions  regarding payment are Received by SBL, less any
Premium Tax due or paid by SBL with respect to your Contract,  less any pro rata
Account Charge,  and less any Credit  Enhancements  applied during the 12 months
preceding the date of the Owner's death.

Notwithstanding the foregoing,  if due proof of death and instructions regarding
payment  are not  Received  by SBL within six months of the date of the  Owner's
death, the Death Benefit will be as described under (2) above without  reference
to (1) above.

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.

PROOF OF DEATH

Any of the following will serve as Proof of Death of the Owner:

   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 SBL.

DISTRIBUTION RULES

In the event of an Owner's  death  prior to the Annuity  Start Date,  the entire
Death Benefit shall be paid within 5 years after the death of the Owner,  except
as provided below.  In the event that the Beneficiary  elects an Annuity Option,
the length of time for payment of the benefit may be longer than 5 years if:

   1.  The Designated Beneficiary is a natural person;

   2.  The Death Benefit is paid out under one of Annuity Options 1 through 8;

   3.  Payments  are made over a period  that does not  exceed  the life or life
       expectancy of the Beneficiary; and

   4.  Payments begin within one year of the death of the Owner.

If the deceased  Owner's spouse is the sole Designated  Beneficiary,  the spouse
shall  become the sole Owner of the  Contract.  He or she may elect to: (1) keep
the  Contract  in force  until the sooner of the  spouse's  death or the Annuity
Start Date; or (2) receive the Death Benefit.

If any Owner dies on or after the Annuity  Start Date,  Annuity  Payments  shall
continue  to be paid at least as quickly  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 change in, the  Annuitant.  This Contract
is deemed to include 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 include any other  provision of the Code deemed  necessary by SBL
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 SBL 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)  or  403(b);  (2) an
individual retirement annuity or provided under an individual retirement account
or annuity;  or (3) otherwise  exempt from the Code section  72(s)  distribution
rules.

- --------------------------------------------------------------------------------
ANNUITY BENEFIT PROVISIONS
- --------------------------------------------------------------------------------

ANNUITY START DATE

The  Annuity  Start  Date is the date as of which the first  Annuity  Payment is
computed  under one of the Annuity  Options.  The  Annuity  Start Date shall not
precede the third  Contract  Anniversary.  The Owner may elect the Annuity Start
Date at the time of application.  If no Annuity Start Date is selected, SBL will
use the later of the: (1) the oldest Annuitant's seventieth birthday; or (2) the
tenth Contract  Anniversary.  The Annuity Start Date must be prior to the oldest
Annuitant's 90th birthday.

CHANGE OF ANNUITY START DATE

The Owner may change the Annuity  Start  Date.  A request for the change must be
made in writing.  The written  request  must be received by SBL at least 30 days
prior to the new  Annuity  Start Date as well as 30 days  prior to the  previous
Annuity Start Date.

ANNUITY OPTIONS

The Contract provides for Annuity Payments to be made under one of eight Annuity
Options.  Your  Annuity  Option  is shown on page 3.  Options  1 through 4 and 8
generally  provide for  payments to be made during the life of the  Annuitant or
Joint  Annuitants.  Under Options 5 through 7, Annuity  Payments are made to the
Annuitant  and in  the  event  of  the  Annuitant's  death,  to  the  Designated
Beneficiary.

Options 1 through 8 are  available  as either a Fixed or  Variable  Annuity or a
combination Fixed and Variable Annuity. The Annuity Options are shown below.


Prior to the  Annuity  Start  Date,  the Owner may  change  the  Annuity  Option
selected.  The Owner must  request the change in writing.  This  request must be
Received by SBL at least 30 days prior to the Annuity Start Date.

   OPTION 1 LIFE INCOME OPTION:

   This option provides Annuity Payments for the life of the Annuitant. Upon the
   Annuitant's death, no further Annuity Payments will be made.

   OPTION 2 LIFE INCOME WITH PERIOD CERTAIN OPTION:

   This option provides Annuity Payments for the life of the Annuitant.  A fixed
   period of 5, 10, 15 or 20 years may be chosen.  Annuity 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 of the Annuity  Payments
   during the fixed period,  the remaining  Annuity Payments will be made 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:

   This option provides Annuity  Payments for the life of the Annuitant,  with a
   period certain  determined by dividing the Annuity Start Amount by the amount
   of the first Annuity Payment. A fixed number of Annuity Payments will be made
   even if the Annuitant dies. If the Annuitant dies before  receiving the fixed
   number of Annuity  Payments,  any remaining  Annuity Payments will be made to
   the Designated  Beneficiary.  If the Annuitant dies after receiving the fixed
   number of Annuity Payments, no further Annuity Payments will be made.

   OPTION 4 JOINT AND LAST SURVIVOR OPTION:

   This option  provides  Annuity  Payments for the lives of the  Annuitant  and
   Joint  Annuitant.  Annuity Payments will be made as long as either is living.
   Upon the death of one Annuitant,  Annuity Payments  continue to the surviving
   Joint  Annuitant  at the same or a  reduced  level of 75%,  66 2/3% or 50% of
   Annuity  Payments,  as elected by the Owner.  With  respect to Fixed  Annuity
   Payments,  the amount of the Annuity  Payment,  and with  respect to Variable
   Annuity  Payments,  the number of Annuity Units used to determine the Annuity
   Payment, is reduced as of the first Annuity Payment following the 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.  Upon the
   death of the last Annuitant, no further Annuity Payments will be made.

   OPTION 5 FIXED PERIOD OPTION:

   This option provides  Annuity  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  Annuity  Payments  will  vary as a result  of the  interest  rate (as
   adjusted periodically) credited on Fixed Account Contract Value. This rate is
   guaranteed  to be no less than the  Guaranteed  Rate set forth on page 3. The
   amount of each Fixed Annuity  Payment is determined by dividing Fixed Account
   Contract Value on the Annuity Payment date by the number of remaining Annuity
   Payments.  If the Contract  Value is held in the Separate  Account,  then the
   amount  of the  Annuity  Payments  will  vary as a result  of the  investment
   performance of the Subaccounts  chosen.  The amount of each Variable  Annuity
   Payment is  determined  by  multiplying  the  Accumulation  Unit Value on the
   Annuity  Payment date by the result of dividing total  Accumulation  Units by
   the number of  remaining  Annuity  Payments.  If the  Annuitant  dies  before
   receiving  the fixed  number  of  Annuity  Payments,  any  remaining  Annuity
   Payments will be made to the Designated Beneficiary.

   OPTION 6 FIXED PAYMENT OPTION:

   This option  provides for Annuity  Payments of a fixed amount selected by the
   Owner. This amount is paid until Contract Value is exhausted. If the Contract
   Value is held in the Fixed Account,  then the number of Annuity Payments will
   vary as a result of the interest rate (as adjusted  periodically) credited on
   Fixed Account Contract Value.  This rate is guaranteed to be no less then the
   Guaranteed  Rate set  forth on page 3. If the  Contract  Value is held in the
   Separate  Account,  then the number of Annuity Payments will vary as a result
   of the investment  performance of the  Subaccounts  chosen.  If the Annuitant
   dies before  receiving all of the Annuity  Payments,  any  remaining  Annuity
   Payments will be made to the Designated Beneficiary.

   OPTION 7 PERIOD CERTAIN OPTION:

   This option provides  Annuity  Payments for a fixed period of 5, 10, 15 or 20
   years.  Annuity  Payments  will be made until the end of this period.  If the
   Annuitant dies prior to the end of the period, the remaining Annuity Payments
   will be made to the Designated Beneficiary.

   OPTION 8 JOINT AND CONTINGENT SURVIVOR OPTION:

   This option provides Annuity Payments for the life of the primary  Annuitant.
   Annuity  Payments will be made to the primary  Annuitant as long as he or she
   is living. Upon the death of the primary Annuitant,  Annuity Payments will be
   made to the  contingent  Annuitant  as long  as he or she is  living.  If the
   contingent  Annuitant is not living upon the death of the primary  Annuitant,
   no further payments will be made.

ANNUITY START AMOUNT

Annuity  Start Amount  allocated  to the Fixed  Account is applied to purchase a
Fixed  Annuity and that  allocated to the  Subaccounts  is applied to purchase a
Variable  Annuity.  For Annuity  Options 1 through 4, 7 and 8, the Annuity Start
Amount is divided by $1,000,  and the  result is  multiplied  by the  applicable
amount in the Annuity Tables to determine the minimum guaranteed monthly Annuity
Payment with respect to a Fixed  Annuity or the first  monthly  Annuity  Payment
with respect to a Variable Annuity.

FIXED ANNUITY PAYMENTS

With  respect to Fixed  Annuity  Payments,  the amount set forth in the  Annuity
Tables as adjusted  for the rate of  interest  credited by SBL, is the amount of
each  monthly  Annuity  Payment  for  Annuity  Options 1 through 4, 7 and 8. For
Options 5 through 7, Fixed Annuity Payments are based on Contract Value.

VARIABLE ANNUITY PAYMENTS

With respect to Variable Annuity  Payments,  the amount set forth in the Annuity
Tables,  as adjusted for the Assumed  Interest  Rate, is the amount of the FIRST
monthly  Annuity Payment for Annuity Options 1 through 4, 7 and 8. The amount of
each Annuity  Payment  after the first for these options is computed by means of
Annuity Units.  For Options 5 through 7, Variable  Annuity Payments are based on
Contract Value.

Variable  Annuity Payments will increase or decrease with the performance of the
Subaccount(s).

ANNUITY TABLES

The amounts set forth in the Annuity Tables for Annuity  Options 1 through 4 and
8 depend on the age of the  Annuitant  or the Joint  Annuitants  on the  Annuity
Start Date. The Annuity Tables are modified to reflect (1) the Assumed  Interest
Rate for Variable Annuity Payments; or (2) the rate of interest in effect on the
Annuity  Start Date for Fixed Annuity  Payments.  The rate of interest for Fixed
Annuity Payments is guaranteed not to be less than the Guaranteed Rate set forth
on page 3. The Annuity Tables contain the amount of monthly  Annuity Payment per
$1,000 of Annuity  Start Amount.  The Annuity  Tables state values for the exact
ages shown.  The values will be  interpolated  based on the exact  age(s) of the
Annuitant  or Joint  Annuitants  on the  Annuity  Start  Date.  The basis of the
Annuity  Tables for Options 1 through 4 and 8 and the Assumed  Interest Rate are
set  forth on page 3. The  Annuity  Table  for  Option 7 is  determined  without
reference  to the age of the  Annuitant  and is based upon the Assumed  Interest
Rate. Annuity Payments for Options 5 and 6 are computed without reference to the
Annuity  Tables.  The  Annuity  Tables  are used in  accordance  with  generally
accepted actuarial principles.

ANNUITY PAYMENTS

No Annuity Option can be selected that requires SBL to make Annuity  Payments of
less than  $100.00.  Each  Annuity  Option  allows for making  Annuity  Payments
annually,  semiannually,  quarterly or monthly.  Annuity  Payments due on a date
other  than a  Valuation  Date,  are  paid as of the end of the  next  following
Valuation Date.

ANNUITY UNITS

On the Annuity Start Date, the amount of the first Variable  Annuity  Payment is
divided by the  Annuity  Unit Value as of that date to  determine  the number of
Annuity Units to be used in  calculating  subsequent  Annuity  Payments.  If the
Annuity  Start  Amount  was  allocated  to more than one  Subaccount,  the first
Variable  Annuity Payment will be allocated to each Subaccount in the percentage
corresponding  to the allocation of Annuity Start Amount.  The number of Annuity
Units for each  Subaccount  is then  found by  dividing  the amount of the first
Variable Annuity Payment  allocated to that Subaccount by the Annuity Unit Value
for the Subaccount on the Annuity Start Date.

The number of Annuity Units for the Subaccount then remains  constant,  unless a
Transfer of Annuity Units is made. After the first Variable Annuity Payment, the
dollar  amount of each  subsequent  Annuity  Payment  is equal to the sum of the
payment  amount  determined  for each  Subaccount.  The payment  amount for each
Subaccount is equal to the number of Annuity Units  allocated to that Subaccount
multiplied by the Annuity Unit Value as of the date of the Annuity  Payment.  An
example of an initial Variable Annuity Payment calculation for a male, age 60 is
as follows:

Annuity Start Amount = $100,000                                   $100,000
                                                                  -------- = 100
                                                                   $1,000

Amount determined by reference in 1999 to Annuity
Table for a male, age 60 under Option 1                                    $4.00

First Variable Annuity Payment                                100 x $4.00 = $400

                                                                  NUMBER OF
                                     FIRST                         ANNUITY
                                    VARIABLE       ANNUITY        UNITS USED
                    ANNUITY         ANNUITY       UNIT VALUE     TO DETERMINE
                  START AMOUNT      PAYMENT       ON ANNUITY      SUBSEQUENT
SUBACCOUNT         ALLOCATION      ALLOCATION     START DATE       PAYMENTS
- ----------        ------------     ----------     ----------     ------------
Growth                50%           $200.00    /    $1.51     =    132.4503
Growth-Income         50%           $200.00    /    $1.02     =    196.0784


An  example of a  subsequent  Variable  Annuity  Payment  calculation  using the
assumptions above is as follows:

                                           ANNUITY UNIT
                                         VALUE ON DATE OF         NEW ANNUITY
SUBACCOUNT          ANNUITY UNITS       SUBSEQUENT PAYMENT       PAYMENT AMOUNT
- ----------          -------------       ------------------       --------------
Growth                132.4503      x          $1.60         =      $211.92
Growth-Income         196.0784      x          $1.10         =      $215.69
                                                                     ------
                                                                    $427.61

ANNUITY UNIT VALUE

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 the Assumed  Interest  Rate set forth on
        the page 3 which is used to determine Variable Annuity Payment amounts.


ALTERNATE ANNUITY OPTION RATES

SBL 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.
<PAGE>
                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*  Investment Experience is Reflected in Benefits

*  Variable and Fixed Accumulation  Before the Annuity Start Date;  Variable and
   Fixed Annuity Payments Thereafter

*  Death Benefit Proceeds are Payable Before the Annuity Start Date

*  This Contract is Non-Participating

BENEFITS  AND VALUES  PROVIDED  BY THIS  CONTRACT  MAY BE ON A  VARIABLE  BASIS.
AMOUNTS DIRECTED INTO ONE OR MORE OF THE SUBACCOUNTS WILL REFLECT THE INVESTMENT
EXPERIENCE OF THOSE SUBACCOUNTS.  THESE AMOUNTS MAY INCREASE OR DECREASE AND ARE
NOT GUARANTEED AS TO DOLLAR AMOUNT. (SEE "CONTRACT VALUE AND EXPENSE PROVISIONS"
AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                  700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461


<PAGE>
[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY ("SBL")
- --------------------------------------------------------------------------------
Member of The Security                                 700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001

                          VARIABLE ANNUITY APPLICATION

================================================================================
1.  OWNER (APPLICANT)

________________________________________________________________________________
First                                  MI            Last

________________________________________________________________________________
Street Address                                       APT

________________________________________________________________________________
City                                 State           Zip

___________________________        [_] MALE          ___________________________
Date of Birth                      [_] FEMALE                    SSN

________________________________________________________________________________
Telephone                            E-mail

================================================================================
2.  JOINT OWNER

________________________________________________________________________________
First                                  MI            Last

________________________________________________________________________________
Street Address                                       APT

________________________________________________________________________________
City                                 State           Zip

___________________________        [_] MALE          ___________________________
Date of Birth                      [_] FEMALE                    SSN

________________________________________________________________________________
Telephone                            E-mail

================================================================================
3.  ALLOCATION OF PURCHASE PAYMENTS

    Small Cap Subaccount                    _____%
    Mid Cap Subaccount                      _____%
    Social Awareness Subaccount             _____%
    International Subaccount                _____%
    Worldwide Equity Subaccount             _____%
    Value Subaccount                        _____%
    Select 25 Subaccount                    _____%
    Growth Subaccount                       _____%
    Enhanced Index Subaccount               _____%
    Global Total Return Subaccount          _____%
    Managed Asset Allocation Subaccount     _____%
    Equity Income Subaccount                _____%
    Growth Income Subaccount                _____%
    Global Strategic Income Subaccount      _____%
    High Yield Subaccount                   _____%
    High Grade Income Subaccount            _____%
    Money Market Subaccount                 _____%
    Fixed Account                           _____%
                                             100%
================================================================================
4.   ANNUITANT (IF DIFFERENT FROM OWNER)

________________________________________________________________________________
First                                  MI            Last

________________________________________________________________________________
Street Address                                       APT

________________________________________________________________________________
City                                 State           Zip

___________________________        [_] MALE          ___________________________
Date of Birth                      [_] FEMALE                    SSN

================================================================================
5.  PRIMARY BENEFICIARY

    First                     Last              DOB        Relationship to Owner

1.  ____________________________________________________________________________

2.  ____________________________________________________________________________

================================================================================
6.  SECONDARY BENEFICIARY

    First                     Last              DOB        Relationship to Owner

1.  ____________________________________________________________________________

2.  ____________________________________________________________________________

================================================================================
7.  TYPE OF ANNUITY CONTRACT

    [_] Non Qualified          [_] 403(b)
    [_] 408(b) IRA             [_] Roth IRA
    [_] 408(k) SEP-IRA         CONTRIBUTION YEAR __________

================================================================================
8.   ELECTRONIC TRANSFER PRIVILEGE

     SBL will make transfers,  account changes,  and various other  transactions
     based on instructions received via telephone,  Internet, or other available
     electronic means. If you do not wish to use Electronic Transfers,  you must
     check this box. [_]

================================================================================
9.  BILLING INFORMATION

    Payment Amount $_____________________

    [_]  Salary Savings, SBL bill number, if known  ________

    Billing Statement Required:  No [_]    Yes [_]

    Frequency:      Weekly    [_]      Every 2 weeks [_]
                    Monthly   [_]      Twice Monthly [_]
                    Quarterly [_]      Semiannual    [_]
                    Annual    [_]

    Employer Name_______________________________________________________________

    Employer Address____________________________________________________________

    Employer Phone _____________________________________________________________

    [_]  Secur-O-Matic Bank Draft  [_]  Checking  [_]  Savings

    Frequency:      Monthly   [_]      Semiannual [_]
                    Quarterly [_]      Annual     [_]

    Bank Name___________________________________________________________________

    Bank Address________________________________________________________________

    Bank Phone Number___________________________________________________________

    Bank Account Number_________________________________________________________

    Routing Transit Number______________________________________________________

    I authorize SBL to make withdrawals  from my checking account  maintained at
    the Bank. I authorize the Bank to charge my account for any withdrawals made
    by SBL for this purpose.  This authority remains in effect until I revoke it
    in writing and SBL and the Bank receive such notice.

================================================================================
10.  REPLACEMENT

      Will this  proposed  Contract  replace or change any  existing  annuity or
      insurance  policy?  [_] No [_] Yes If yes,  please list company and policy
      number ___________________________________________________________________

================================================================================
11.  DOLLAR COST AVERAGING

     Please establish an Automatic Transfer

     Frequency        [_] Monthly     [_] Quarterly

     From:  ________________________    To:  ________________________
                  (Subaccount)               ________________________
                                             ________________________
                                                   (Subaccount)

     Indicate dollar or percentage if going to two or more Accounts.

     Option:

     [_]  Fixed Amount $________ over _____ months/years;
     [_]  Fixed Period of ________ months/ years;
          (this option will transfer the entire account value)
     [_]  Interest/Earnings only over _____ months/years.  (Earnings will accrue
          for a one time period from the effective date before a transfer.)

     I understand that Automatic Transfers from the Fixed Account are limited as
     described in the Contract.

================================================================================
12.  ASSET   REALLOCATION   REQUEST   Please   establish  the  quarterly   Asset
     Reallocation as follows:

     Small Cap                    _____%
     Mid Cap                      _____%
     Social Awareness             _____%
     International                _____%
     Worldwide Equity             _____%
     Value                        _____%
     Select 25                    _____%
     Growth                       _____%
     Enhanced Index               _____%
     Global Total Return          _____%
     Managed Asset Allocation     _____%
     Equity Income                _____%
     Growth-Income                _____%
     Global Strategic Income      _____%
     High Yield                   _____%
     High Grade Income            _____%
     Money Market                 _____%
     Fixed Account                _____%

     Effective date of my first transfer: ____________________________
                                          Month        Day        Year

     The Fixed  Account may not be used if the  reallocation  would  violate the
     Transfer provisions of the Fixed Account as stated in the Contract. Initial
     purchase  payments will be allocated  based on  instructions  in Section 3,
     unless otherwise indicated.

================================================================================
13.  STATEMENT OF UNDERSTANDING

     I have been given a current  prospectus  that  describes  the  contract for
     which I am applying and a current  prospectus  for the funds which underlie
     each  Subaccount  above.  If my annuity  contract  qualifies  under section
     403(b),  I declare  that I know:  (1) the limits on  redemption  imposed by
     Section  403(b)(11) of the Internal  Revenue Code;  and (2) the  investment
     choices  available  under my employer's  Section 403(b) plan to which I may
     elect to transfer my account  balance.  I KNOW THAT  ANNUITY  PAYMENTS  AND
     WITHDRAWAL  VALUES,  IF ANY, WHEN BASED ON THE  INVESTMENT  EXPERIENCE OF A
     SEPARATE ACCOUNT OF SBL ARE VARIABLE AND DOLLAR AMOUNTS ARE NOT GUARANTEED.
     The amount paid and the  application  must be  acceptable  to SBL under its
     rules and  practices.  If they are,  the  Contract  applied  for will be in
     effect on the Contract  Date.  If they are not, SBL will be liable only for
     the return of the amount paid.

================================================================================
14.  TAX IDENTIFICATION NUMBER CERTIFICATION

     Under penalties of perjury I certify that (1) The number shown on this form
     is my correct taxpayer  identification number (or I am waiting for a number
     to be issued to me; and (2) I am not subject to backup withholding because:
     (a) I am exempt from backup withholding, or (b) I have not been notified by
     the Internal Revenue Service (IRS) that I am subject to backup  withholding
     as a result of a failure to report all interest or dividends or the IRS has
     notified me that I am no longer subject to backup withholding.*

     THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
     OF THIS  DOCUMENT  OTHER THAN THE  CERTIFICATIONS  REQUIRED TO AVOID BACKUP
     WITHHOLDING.

     ___________________________________________________________________________
     SIGNATURE OF OWNER      SIGNED AT (CITY/STATE)      DATE:  MONTH  DAY  YEAR

     ________________________
     SIGNATURE OF JOINT OWNER

     *You must  cross out item (2) above if you have  been  notified  by the IRS
      that  you  are  currently  subject  to  backup   withholding   because  of
      underreporting   of  interest  or  dividends  on  your  tax  return.   For
      contributions to an individual retirement arrangement (IRA), and generally
      payments other than interest and  dividends,  you are not required to sign
      the  certification,  but you must provide your correct Tax  Identification
      Number.

================================================================================
15.  REGISTERED REPRESENTATIVE/DEALER INFORMATION

     Representative's  Statement - To the best of my knowledge, this application
     is not  involved  in the  replacement  of any  life  insurance  or  annuity
     contract, as defined in Insurance Department Regulations,  except as stated
     in question 10 above. I have complied with the  requirements for disclosure
     and/or replacement.

     ___________________________________________________________________________
     SIGNATURE OF REPRESENTATIVE                                REP NUMBER

     ___________________________________________________________________________
     PRINT NAME OF REPRESENTATIVE          PRINT NAME OF        TELEPHONE NUMBER
                                           BROKER/DEALER
<PAGE>
                                STATE DISCLOSURES


ALL JURISDICTIONS  EXCEPT AR, AZ, CT, DC, FL, KS, KY, MN, NJ, NM, OH, OK, PA, TX
AND VA.

Any person who,  with intent to defraud or knowing  that he/she is  facilitating
fraud against an insurer,  submits an application or files a claim  containing a
false or deceptive statement is guilty of insurance fraud.

NEW JERSEY ONLY

Any person who includes any false or misleading  information  on an  application
for an insurance policy is subject to criminal and civil penalties.

OKLAHOMA ONLY

WARNING: Any person who knowingly and with intent to injure,  defraud or deceive
any insurer,  makes a claim for the proceeds of an insurance  policy  containing
any false, incomplete or misleading information is guilty of insurance fraud.

AR, DC, KY, ME, NM, OH AND PA ONLY

Any person who,  knowingly and with intent to defraud any  insurance  company or
other  person,  files  an  application  for  insurance  or  statement  of  claim
containing   materially  false  information  or  conceals  for  the  purpose  of
misleading,   information   concerning  any  fact  material  thereto  commits  a
fraudulent  insurance act, which is a crime and subjects such person to criminal
and civil penalties.

CONNECTICUT AND TEXAS ONLY

Any person who, with intent to defraud or knowing that he/she is  facilitating a
fraud against an insurer,  submits an application or files a claim  containing a
false or deceptive  statement is guilty of insurance  fraud,  as determined by a
court of competent jurisdiction.

ARIZONA, FLORIDA AND MINNESOTA ONLY

Do Not Use this form. Use state specific form.

V9492 (12-99)


<PAGE>
[SBL LOGO]
SECURITY BENEFIT LIFE
INSURANCE COMPANY ("SBL")
- --------------------------------------------------------------------------------
Member of The Security                                 700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001

                          VARIABLE ANNUITY APPLICATION

================================================================================
1.  OWNER (APPLICANT)

________________________________________________________________________________
First                                  MI            Last

________________________________________________________________________________
Street Address                                       APT

________________________________________________________________________________
City                                 State           Zip

___________________________                          ___________________________
Date of Birth                                                    SSN

________________________________________________________________________________
Telephone                            E-mail

================================================================================
2.  JOINT OWNER

________________________________________________________________________________
First                                  MI            Last

________________________________________________________________________________
Street Address                                       APT

________________________________________________________________________________
City                                 State           Zip

___________________________                          ___________________________
Date of Birth                                                    SSN

________________________________________________________________________________
Telephone                            E-mail

================================================================================
3.  ALLOCATION OF PURCHASE PAYMENTS

    Small Cap Subaccount                    _____%
    Mid Cap Subaccount                      _____%
    Social Awareness Subaccount             _____%
    International Subaccount                _____%
    Worldwide Equity Subaccount             _____%
    Value Subaccount                        _____%
    Select 25 Subaccount                    _____%
    Growth Subaccount                       _____%
    Enhanced Index Subaccount               _____%
    Global Total Return Subaccount          _____%
    Managed Asset Allocation Subaccount     _____%
    Equity Income Subaccount                _____%
    Growth Income Subaccount                _____%
    Global Strategic Income Subaccount      _____%
    High Yield Subaccount                   _____%
    High Grade Income Subaccount            _____%
    Money Market Subaccount                 _____%
    Fixed Account                           _____%
                                             100%
================================================================================
4.   ANNUITANT (IF DIFFERENT FROM OWNER)

________________________________________________________________________________
First                                  MI            Last

________________________________________________________________________________
Street Address                                       APT

________________________________________________________________________________
City                                 State           Zip

___________________________                          ___________________________
Date of Birth                                                    SSN

================================================================================
5.  PRIMARY BENEFICIARY

    First                     Last              DOB        Relationship to Owner

1.  ____________________________________________________________________________

2.  ____________________________________________________________________________

================================================================================
6.  SECONDARY BENEFICIARY

    First                     Last              DOB        Relationship to Owner

1.  ____________________________________________________________________________

2.  ____________________________________________________________________________

================================================================================
7.  TYPE OF ANNUITY CONTRACT

    [_] Non Qualified          [_] 403(b)
    [_] 408(b) IRA             [_] Roth IRA
    [_] 408(k) SEP-IRA         CONTRIBUTION YEAR __________

================================================================================
8.   ELECTRONIC TRANSFER PRIVILEGE

     SBL will make transfers,  account changes,  and various other  transactions
     based on instructions received via telephone,  Internet, or other available
     electronic means. If you do not wish to use Electronic Transfers,  you must
     check this box. [_]

================================================================================
9.  BILLING INFORMATION

    Payment Amount $_____________________

    [_]  Salary Savings, SBL bill number, if known  ________

    Billing Statement Required:  No [_]    Yes [_]

    Frequency:      Weekly    [_]      Every 2 weeks [_]
                    Monthly   [_]      Twice Monthly [_]
                    Quarterly [_]      Semiannual    [_]
                    Annual    [_]

    Employer Name_______________________________________________________________

    Employer Address____________________________________________________________

    Employer Phone _____________________________________________________________

    [_]  Secur-O-Matic Bank Draft  [_]  Checking  [_]  Savings

    Frequency:      Monthly   [_]      Semiannual [_]
                    Quarterly [_]      Annual     [_]

    Bank Name___________________________________________________________________

    Bank Address________________________________________________________________

    Bank Phone Number___________________________________________________________

    Bank Account Number_________________________________________________________

    Routing Transit Number______________________________________________________

    I authorize SBL to make withdrawals  from my checking account  maintained at
    the Bank. I authorize the Bank to charge my account for any withdrawals made
    by SBL for this purpose.  This authority remains in effect until I revoke it
    in writing and SBL and the Bank receive such notice.

================================================================================
10.  REPLACEMENT

      Will this  proposed  Contract  replace or change any  existing  annuity or
      insurance  policy?  [_] No [_] Yes If yes,  please list company and policy
      number ___________________________________________________________________

================================================================================
11.  DOLLAR COST AVERAGING

     Please establish an Automatic Transfer

     Frequency        [_] Monthly     [_] Quarterly

     From:  ________________________    To:  ________________________
                  (Subaccount)               ________________________
                                             ________________________
                                                   (Subaccount)

     Indicate dollar or percentage if going to two or more Accounts.

     Option:

     [_]  Fixed Amount $________ over _____ months/years;
     [_]  Fixed Period of ________ months/ years;
          (this option will transfer the entire account value)
     [_]  Interest/Earnings only over _____ months/years.  (Earnings will accrue
          for a one time period from the effective date before a transfer.)

     I understand that Automatic Transfers from the Fixed Account are limited as
     described in the Contract.

================================================================================
12.  ASSET   REALLOCATION   REQUEST   Please   establish  the  quarterly   Asset
     Reallocation as follows:

     Small Cap                    _____%
     Mid Cap                      _____%
     Social Awareness             _____%
     International                _____%
     Worldwide Equity             _____%
     Value                        _____%
     Select 25                    _____%
     Growth                       _____%
     Enhanced Index               _____%
     Global Total Return          _____%
     Managed Asset Allocation     _____%
     Equity Income                _____%
     Growth-Income                _____%
     Global Strategic Income      _____%
     High Yield                   _____%
     High Grade Income            _____%
     Money Market                 _____%
     Fixed Account                _____%

     Effective date of my first transfer: ____________________________
                                          Month        Day        Year

     The Fixed  Account may not be used if the  reallocation  would  violate the
     Transfer provisions of the Fixed Account as stated in the Contract. Initial
     purchase  payments will be allocated  based on  instructions  in Section 3,
     unless otherwise indicated.

================================================================================
13.  STATEMENT OF UNDERSTANDING

     I have been given a current  prospectus  that  describes  the  contract for
     which I am applying and a current  prospectus  for the funds which underlie
     each  Subaccount  above.  If my annuity  contract  qualifies  under section
     403(b),  I declare  that I know:  (1) the limits on  redemption  imposed by
     Section  403(b)(11) of the Internal  Revenue Code;  and (2) the  investment
     choices  available  under my employer's  Section 403(b) plan to which I may
     elect to transfer my account  balance.  I KNOW THAT  ANNUITY  PAYMENTS  AND
     WITHDRAWAL  VALUES,  IF ANY, WHEN BASED ON THE  INVESTMENT  EXPERIENCE OF A
     SEPARATE ACCOUNT OF SBL ARE VARIABLE AND DOLLAR AMOUNTS ARE NOT GUARANTEED.
     The amount paid and the  application  must be  acceptable  to SBL under its
     rules and  practices.  If they are,  the  Contract  applied  for will be in
     effect on the Contract  Date.  If they are not, SBL will be liable only for
     the return of the amount paid.

================================================================================
14.  TAX IDENTIFICATION NUMBER CERTIFICATION

     Under penalties of perjury I certify that (1) The number shown on this form
     is my correct taxpayer  identification number (or I am waiting for a number
     to be issued to me; and (2) I am not subject to backup withholding because:
     (a) I am exempt from backup withholding, or (b) I have not been notified by
     the Internal Revenue Service (IRS) that I am subject to backup  withholding
     as a result of a failure to report all interest or dividends or the IRS has
     notified me that I am no longer subject to backup withholding.*

     THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION
     OF THIS  DOCUMENT  OTHER THAN THE  CERTIFICATIONS  REQUIRED TO AVOID BACKUP
     WITHHOLDING.

     ___________________________________________________________________________
     SIGNATURE OF OWNER      SIGNED AT (CITY/STATE)      DATE:  MONTH  DAY  YEAR

     ________________________
     SIGNATURE OF JOINT OWNER

     *You must  cross out item (2) above if you have  been  notified  by the IRS
      that  you  are  currently  subject  to  backup   withholding   because  of
      underreporting   of  interest  or  dividends  on  your  tax  return.   For
      contributions to an individual retirement arrangement (IRA), and generally
      payments other than interest and  dividends,  you are not required to sign
      the  certification,  but you must provide your correct Tax  Identification
      Number.

================================================================================
15.  REGISTERED REPRESENTATIVE/DEALER INFORMATION

     Representative's  Statement - To the best of my knowledge, this application
     is not  involved  in the  replacement  of any  life  insurance  or  annuity
     contract, as defined in Insurance Department Regulations,  except as stated
     in question 10 above. I have complied with the  requirements for disclosure
     and/or replacement.

     ___________________________________________________________________________
     SIGNATURE OF REPRESENTATIVE                                REP NUMBER

     ___________________________________________________________________________
     PRINT NAME OF REPRESENTATIVE          PRINT NAME OF        TELEPHONE NUMBER
                                           BROKER/DEALER
<PAGE>
                                STATE DISCLOSURES


ALL JURISDICTIONS  EXCEPT AR, AZ, CT, DC, FL, KS, KY, MN, NJ, NM, OH, OK, PA, TX
AND VA.

Any person who,  with intent to defraud or knowing  that he/she is  facilitating
fraud against an insurer,  submits an application or files a claim  containing a
false or deceptive statement is guilty of insurance fraud.

NEW JERSEY ONLY

Any person who includes any false or misleading  information  on an  application
for an insurance policy is subject to criminal and civil penalties.

OKLAHOMA ONLY

WARNING: Any person who knowingly and with intent to injure,  defraud or deceive
any insurer,  makes a claim for the proceeds of an insurance  policy  containing
any false, incomplete or misleading information is guilty of insurance fraud.

AR, DC, KY, ME, NM, OH AND PA ONLY

Any person who,  knowingly and with intent to defraud any  insurance  company or
other  person,  files  an  application  for  insurance  or  statement  of  claim
containing   materially  false  information  or  conceals  for  the  purpose  of
misleading,   information   concerning  any  fact  material  thereto  commits  a
fraudulent  insurance act, which is a crime and subjects such person to criminal
and civil penalties.

CONNECTICUT AND TEXAS ONLY

Any person who, with intent to defraud or knowing that he/she is  facilitating a
fraud against an insurer,  submits an application or files a claim  containing a
false or deceptive  statement is guilty of insurance  fraud,  as determined by a
court of competent jurisdiction.

ARIZONA, FLORIDA AND MINNESOTA ONLY

Do Not Use this form. Use state specific form.

V9492 (12-99)U


<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

December 30, 1999


Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66636-0001


Re:  SBL Variable Annuity Account VIII


Dear Sir/Madam:

This letter is with  reference  to the  Registration  Statement  of SBL Variable
Annuity  Account  VIII  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  contract issued by SBL and the interests in Variable  Annuity
Account VIII under such variable annuity contract 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.  Variable Annuity Account VIII 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  contract  which is  administered  within and by
    means of Variable Annuity Account VIII.

4.  The amount of the  variable  annuity  contract  to be sold  pursuant  to the
    indefinite registration,  when issued, will represent binding obligations of
    SBL in accordance  with their terms  providing  said contract was 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
Vice President and Associate General Counsel
Security Benefit Life Insurance Company


<PAGE>
                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SEDGWICK)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of December, 1999.


                                                  THOMAS R. CLEVENGER
                                                  ------------------------------
                                                  Thomas R. Clevenger


SUBSCRIBED AND SWORN to before me this 15th day of December, 1999.


                                                  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, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by SECURITY  BENEFIT LIFE INSURANCE  COMPANY and any SECURITY  VARIABLE  ANNUITY
ACCOUNT  VIII  (EXTRA  CREDIT)  with like  effect as  though  said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of December, 1999.


                                                  SISTER LORETTO MARIE COLWELL
                                                  ------------------------------
                                                  Sister Loretto Marie Colwell


SUBSCRIBED AND SWORN to before me this 16th day of December, 1999.


                                                  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,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of December, 1999.


                                                  JOHN C. DICUS
                                                  ------------------------------
                                                  John C. Dicus


SUBSCRIBED AND SWORN to before me this 15th day of December, 1999.


                                                  MARY R. FALTER
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

            1-30-00
- ------------------------------
<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,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of December, 1999.


                                                  STEVEN J. DOUGLASS
                                                  ------------------------------
                                                  Steven J. Douglass


SUBSCRIBED AND SWORN to before me this 15th day of December, 1999.


                                                  NANCY A. LEWIS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

           10-16-03
- ------------------------------
<PAGE>
                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Annuity  Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE INSURANCE
COMPANY and any SECURITY  VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT) with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of December, 1999.


                                                  HOWARD R. FRICKE
                                                  ------------------------------
                                                  Howard R. Fricke


SUBSCRIBED AND SWORN to before me this 14th day of December, 1999.


                                                  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, William W. Hanna,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of December, 1999.


                                                  WILLIAM W. HANNA
                                                  ------------------------------
                                                  William W. Hanna


SUBSCRIBED AND SWORN to before me this 15th day of December, 1999.


                                                  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,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of December, 1999.


                                                  JOHN E. HAYES, JR.
                                                  ------------------------------
                                                  John E. Hayes, Jr.


SUBSCRIBED AND SWORN to before me this 15th day of December, 1999.


                                                  EMMA IMHOFF
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

           7-29-2000
- ------------------------------
<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,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of December, 1999.


                                                  KRIS A. ROBBINS
                                                  ------------------------------
                                                  Kris A. Robbins


SUBSCRIBED AND SWORN to before me this 16th day of December, 1999.


                                                  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,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of December, 1999.


                                                  FRANK C. SABATINI
                                                  ------------------------------
                                                  Frank C. Sabatini


SUBSCRIBED AND SWORN to before me this 17th day of December, 1999.


                                                  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,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY VARIABLE ANNUITY ACCOUNT VIII (EXTRA CREDIT)
with like effect as though said Registration  Statements and other documents had
been signed and filed  personally by me in the capacity  aforesaid.  Each of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of December, 1999.


                                                  ROBERT C. WHEELER
                                                  ------------------------------
                                                  Robert C. Wheeler


SUBSCRIBED AND SWORN to before me this 15th day of December, 1999.


                                                  PATRICIA A. MORELOCK
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

           1-23-2000
- ------------------------------


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