SECURITY BENEFIT LIFE INSURANCE COMPANY

                  A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS


              FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

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

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

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

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


    ROGER K. VIOLA                                      HOWARD R. FRICKE
      Secretary                                            President

                      A BRIEF DESCRIPTION OF THIS CONTRACT
This is a FLEXIBLE PREMIUM DEFERRED GROUP UNALLOCATED VARIABLE ANNUITY CONTRACT.

*Purchase Payments may be made until termination of the Contract.

*This Contract is Participating.

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


                                   [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

Form V6320 (2-97)

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                               TABLE OF CONTENTS
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                                                                          Page

CONTRACT SPECIFICATIONS ................................................       3
DEFINITIONS ............................................................     4-7
GENERAL PROVISIONS .....................................................     7,8
  The Contract .........................................................       7
  Compliance ...........................................................       7
  Incontestability .....................................................       7
  Assignment ...........................................................       7
  Transfers ............................................................     7,8
  Claims of Creditors ..................................................       8
  Nonforfeiture Values .................................................       8
  Participation ........................................................       8
  Statements ...........................................................       8

OWNERSHIP PROVISIONS ...................................................     8,9
  Ownership ............................................................       8
  Joint Ownership ......................................................       9
  Ownership Changes ....................................................       9

PURCHASE PAYMENT PROVISIONS ............................................       9
  Flexible Purchase Payments ...........................................       9
  Purchase Payment Limitations .........................................       9
  Purchase Payment Allocation ..........................................       9
  Place of Payment .....................................................       9

CONTRACT VALUE AND EXPENSE PROVISIONS ..................................   10,11
  Contract Value .......................................................      10
  Fixed Account Contract Value .........................................      10
  Fixed Account Interest Crediting .....................................      10
  Separate Account Contract Value ......................................      10
  Accumulation Unit Value ..............................................      10
  Net Investment Factor ................................................      11
  Determining Accumulation Units .......................................      11
  Mortality and Expense Risk Charge ....................................      11
  Premium Tax Expense ..................................................      11
  Administration Charge ................................................      11
  Mutual Fund Expenses .................................................      11

WITHDRAWAL PROVISIONS ..................................................   12,13
  Withdrawals ..........................................................      12
  Withdrawal Value .....................................................      12
  Withdrawal Charges ...................................................      12
  Free Withdrawals .....................................................      12
  Systematic Withdrawals ...............................................      13
  Free Systematic Withdrawals ..........................................      13
  Date of Request ......................................................      13
  Payment of Withdrawal Benefits .......................................      13

ANNUITY BENEFIT PROVISIONS .............................................   14,15
  Purchase of Annuity Benefit Provisions ...............................      14
  Annuity Tables .......................................................      14
  Fixed Annuity Payments ...............................................      14
  Variable Annuity Payments ............................................      14
  Alternate Annuity Option Rates .......................................      14
  Annuity Options ......................................................      15

ANNUITY TABLES .........................................................   16,17

AMENDMENTS OR ENDORSEMENTS, IF ANY

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                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS
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OWNER NAME:  John A Doe                      CONTRACT NUMBER:  Specimen

JOINT OWNER NAME:  Mary K. Doe               CONTRACT DATE:  6-30-1997

PLAN:  Qualified                             ISSUE DATE:  6-30-1997

ASSIGNEMENT:  This policy may not be assigned.
              See Assignment Provision of Your
              Policy.
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INITIAL PURCHASE PAYMENT                  $25,000

MINIMUM SUBSEQUENT PURCHASE PAYMENTS      $500 ($50 pursuant to an automatic
                                          investment program)

MINIMUM SYSTEMATIC WITHDRAWAL             $100

MORTALITY AND EXPENSE RISK CHARGE         1.25% Annually

ADMINISTRATION CHARGE                     .15% Annually

WITHDRAWAL CHARGES:

  Contract Year of Withdrawal       1     2     3     4     5     6     7+
  Withdrawal Charge                 6%    6%    5%    4%    3%    2%    0%

FREE WITHDRAWAL PERCENTAGE                10%

GUARANTEED RATE                           3.00%

SUBACCOUNTS:
  1. Money Market                9. Main Street Growth and Income   17. Mid Cap Growth
  2. Diversified Income         10. Equity                          18. Global
  3. High Yield                 11. Large Cap Growth                19. International
  4. Global Strategic Income    12. Enhanced Index                  20. Technology
  5. Managed Asset Allocation   13. Capital Growth                  21. Small Cap Value
  6. Equity Income              14. Select 25                       22. Small Cap Growth
  7. Global Total Return        15. Social Awareness
  8. Large Cap Value            16. Mid Cap Value

METHOD FOR DEDUCTIONS:

Deductions for Premium Taxes, and any unallocated partial Withdrawals, including
Systematic  Withdrawals,  will be made  sequentially  from the Contract Value in
descending order of the Subaccounts  listed above. The Fixed Account is the last
Account  charged.  The value of each Account will be depleted before the next is
charged.

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DEFINITIONS
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ACCOUNT

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

ACCUMULATION UNIT

The Accumulation  Unit is a unit of measure.  It is used to compute the Separate
Account  Contract  Value.

ANNUITANT

When Contract  Value is  distributed  to a  Participant  and used to purchase an
annuity,  the Annuitant is the person named by the Participant on whose life the
Annuity  Payments  depend for Annuity  Options 1 through 4 and 8. The  Annuitant
receives Annuity Payments under the Participant's Contract.  Please see "Annuity
Benefit Provisions" on page 14.

ANNUITY OPTION

An Annuity Option is a set of provisions  that form the basis for making Annuity
Payments. Please see "Annuity Options" on page 15.

AUTOMATIC INVESTMENT PROGRAM

A program pursuant to which Purchase  Payments are  automatically  paid from the
Owner's bank account on a specified day of the month,  on a monthly,  quarterly,
semiannual or annual basis.

AUTOMATIC TRANSFERS

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

COMPANY

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

CONTRACT ANNIVERSARY

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

CONTRACT DATE

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

CONTRACT YEAR

Contract Years are measured from the Contract Date.

CURRENT INTEREST

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

FIXED ACCOUNT

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

GUARANTEE PERIOD

Current  Interest,  if  declared,  is fixed for  rolling  periods of one or more
years, referred to as Guarantee Periods. The Company may offer Guarantee Periods
of different  durations.  The Guarantee Period that applies to any Fixed Account
Contract  Value:  1) starts on the date that such Contract Value is allocated to
the Fixed Account  pursuant to: (a) a Purchase  Payment Received by the Company;
or (b) 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.

HOME OFFICE

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

ISSUE DATE

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

JOINT OWNER

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

NONNATURAL PERSON

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

OWNER

The Owner is the person,  group or entity that  possesses  all rights  under the
Contract.  The Owner is named on page 3. Please see  "Ownership"  provisions  on
page 9.

PARTICIPANT

A Participant under the Plan.

PARTICIPANT'S CONTRACT

A Contract purchased with a Participant's distribution from the Plan.

PLAN

The employer-sponsored retirement plan, annuity purchase arrangement or deferred
compensation program for which the Contract is issued.

PREMIUM TAX

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

PURCHASE PAYMENT

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

RECEIVED BY THE COMPANY

The phrase  "Received by the Company" means receipt by the Company in good order
at its Home Office, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

SEPARATE ACCOUNT

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

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

SUBACCOUNT NET ASSET VALUE

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

SUBACCOUNTS

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

1.  change or add designated mutual funds or other investment vehicles;

2.  add, remove or combine Subaccounts;

3.  add, delete or make  substitutions for securities that are held or purchased
    by the Separate Account or any Subaccount;

4.  operate the Separate Account as a management investment company;

5.  combine the assets of the Separate  Account with other Separate  Accounts of
    the Company or an affiliate thereof;

6.  restrict or  eliminate  any voting  rights of the Owner with  respect to the
    Separate  Account or other persons who have voting rights as to the Separate
    Account; and

7.  terminate and liquidate any Subaccount.

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

VALUATION DATE

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

VALUATION PERIOD

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

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GENERAL PROVISIONS
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THE CONTRACT

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

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

COMPLIANCE

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

INCONTESTABILITY

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

ASSIGNMENT

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

TRANSFERS

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

The Company  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 allowed each Contract Year to 14; and (3) suspend Transfers.
Transfers must be at least $500.00 or, if less:  (i) the remaining  balance in a
Subaccount,  or (ii) 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; (2) pursuant to
an Automatic Transfer.  Transfers of Fixed Account Contract Value shall be made:
(1) first from  Fixed  Account  Contract  Value for which the  Guarantee  Period
expires during the calendar month in which the Transfer is effected; (2) then in
the order that starts with Fixed  Account  Contract  Value which has the longest
amount of time before its Guarantee Period expires; and (3) ends with that which
has the least amount of time before its Guarantee Period expires.

The  Company  will  effect a Transfer  to or from a  Subaccount  on the basis of
Accumulation  Unit Value  determined at the end of the Valuation Period in which
the  Transfer is  effected.  The Company  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 is effected.

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

CLAIMS OF CREDITORS

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

NONFORFEITURE VALUES

The Withdrawal Values will at least equal the minimum required by law.

PARTICIPATION

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

STATEMENTS

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

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OWNERSHIP PROVISIONS
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OWNERSHIP

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.

JOINT OWNERSHIP

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

OWNERSHIP CHANGES

Subject to the terms of any existing Assignment, the Owner may name a new Owner.
Any new choice of Owner 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.  The Company may require the Contract be
returned so these changes may be made.

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PURCHASE PAYMENT PROVISIONS
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FLEXIBLE PURCHASE PAYMENTS

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

PURCHASE PAYMENT LIMITATIONS

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

PURCHASE PAYMENT ALLOCATION

Purchase  Payments may be allocated among the Fixed Account and the Subaccounts.
Purchase Payments will be allocated according to the Owner's instructions in the
Application or more recent  instructions,  if any. Each  allocation to the Fixed
Account and the  Subaccounts  must be at least 1% of the Purchase  Payment.  The
allocations must be whole percentage  amounts and must total 100%. The Owner may
change the allocations by written notice to the Company.

PLACE OF PAYMENT

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

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CONTRACT VALUE AND EXPENSE PROVISIONS
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CONTRACT VALUE

On any  Valuation  Date,  the  Contract  Value is the sum of:  (1) the  Separate
Account  Contract Value;  and (2) the Fixed Account  Contract Value. At any time
after the first  Contract  Year,  the Company  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 first
Purchase Payment allocated under the Contract to the Fixed Account:

PLUS:

1.  any  other  Purchase  Payments  allocated  under the  Contract  to the Fixed
    Account;

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

3.  any interest credited to the Fixed Account.


LESS:

1.  any Withdrawals and applicable  Withdrawal  Charges  deducted from the Fixed
    Account;

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

3.  any applicable Premium Taxes.

FIXED ACCOUNT INTEREST CREDITING

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

The Company may credit Current  Interest on Contract Value that was allocated or
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,
the  Company may credit  Current  Interest on Fixed  Account  Contract  Value at
different rates based upon the length of the Guarantee Period. Therefore, at any
time,  portions of Fixed Account  Contract Value may be earning Current Interest
at  different  rates  based upon the period  during  which  such  portions  were
allocated or  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.

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

2.  is the Net  Investment  Factor on 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 the Company
      deems to have resulted  from the operation of the Separate  Account or the
      Subaccounts;  operations of the Company 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 are deducted from the Separate Account.

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

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

DETERMINING ACCUMULATION UNITS

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

1. Purchase Payments that are applied to the Subaccount.

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

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

4. Premium Taxes that are deducted from the Subaccount.

MORTALITY AND EXPENSE RISK CHARGE

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

PREMIUM TAX EXPENSE

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

ADMINISTRATION CHARGE

The Company will deduct the  Administration  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 Value on each Valuation Date.

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.

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WITHDRAWAL PROVISIONS
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WITHDRAWALS

A full or partial  Withdrawal  of  Contract  Value is allowed at any time.  This
provision is subject to any federal or state Withdrawal restrictions.

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

All Withdrawals must meet the following conditions.

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

2.  The Owner must apply while this Contract is in force.

3.  The amount  Withdrawn  must be at least $500.00  except that a Withdrawal of
    less than $500.00 is allowed: (i) for Systematic  Withdrawals,  as discussed
    on page 13, (ii) for Fixed Account  Contract  Value the Guarantee  Period of
    which expires  during the calendar  month of the  Withdrawal,  or (iii) when
    terminating the Contract.

A partial  Withdrawal  request  must state the  allocations  for  deducting  the
Withdrawal  from each  Account.  If no  allocation  is  specified,  the  partial
Withdrawal  will be deducted from the Accounts in the order described on page 3,
"Method for  Deductions."  Withdrawals of Fixed Account  Contract Value shall be
made: (1) first from Fixed Account Contract Value for which the Guarantee Period
expires during the calendar month in which the Withdrawal is effected;  (2) then
in the order that starts with Fixed Account Contract Value which has the longest
amount of time before its Guarantee Period expires; and (3) ends with that which
has the least amount of time before its Guarantee Period expires.

WITHDRAWAL VALUE

The Withdrawal Value as of any Valuation Date will be: (1) the Contract Value on
that date;  less (2) any Premium  Taxes due or paid by the Company;  and (3) any
Withdrawal Charges.

WITHDRAWAL CHARGES

If part or all of the Contract  Value is  Withdrawn,  Withdrawal  Charges may be
applied at the time of Withdrawal.  The Withdrawal Charge is applied to Purchase
Payments  withdrawn.  The amount of the charge is based on the Contract  Year in
which the Withdrawal is made.  See the  Withdrawal  Charges shown on page 3. For
the  purpose of  determining  the  Withdrawal  Charges,  Purchase  Payments  are
withdrawn before Earnings. The Withdrawal Charge will not be assessed against:

1.  any Free Withdrawal amounts;

2.  any Free Systematic Withdrawal amounts;

3.  any amounts remaining after all Purchase Payments are withdrawn;

The Withdrawal  Charge will be assessed  against Contract Value allocated to the
Subaccounts  and the Fixed Account in the same  proportion as the  Withdrawal is
allocated.

FREE WITHDRAWALS

A Free  Withdrawal  is a  Withdrawal  amount that is not  subject to  Withdrawal
Charges.  The  amount  of  Free  Withdrawal  available  in a  Contract  Year  is
determined as follows. In the first Contract Year, it is equal to: (1)cumulative
Purchase  Payments  made  under  the  Contract;  times  (2) the Free  Withdrawal
Percentage  set forth on page 3; less (3) any Free  Withdrawals,  including  any
Free Systematic  Withdrawals,  made during the Contract Year. The amount of Free
Withdrawal available 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;  less  (3) any  Free  Withdrawals,  including  any  Free  Systematic
Withdrawals,  made during the Contract Year. Unused Free Withdrawal  amounts are
not carried from one Contract Year to the next.

SYSTEMATIC WITHDRAWALS

Systematic  Withdrawals are automatic periodic  Withdrawals from the Contract in
substantially equal amounts. In order to start Systematic Withdrawals, the Owner
must make the  request in  writing.  Systematic  Withdrawals  are subject to any
applicable  Withdrawal  Charges,  except as  discussed  under  "Free  Systematic
Withdrawals"  below. The Minimum  Systematic  Withdrawal is shown on page 3. The
Owner  must  choose  the  type of  payment  and its  frequency.  The  Systematic
Withdrawal request must state the allocations for deducting the Withdrawals from
each Account.  If no allocation is specified,  the Withdrawals  will be deducted
from the Accounts in the order described on page 3, "Method for Deductions." The
payment type may be: (1) a percentage of Contract Value;  (2) a specified dollar
amount;  (3) all earnings in the Contract;  (4) over a fixed period of time. The
payment frequency may be: (1) monthly; (2) quarterly;  (3) semiannually;  or (4)
annually.  Systematic  Withdrawals  may be  stopped or changed by the Owner upon
proper  written  request  Received by the Company at least 30 days in advance of
the requested date of termination or change.  The Company  reserves the right to
stop, modify, suspend or charge a fee for Systematic Withdrawals at any time.

FREE SYSTEMATIC WITHDRAWALS

Free Systematic  Withdrawals are not subject to a Withdrawal  Charge. The amount
of Free  Systematic  Withdrawals  available in a Contract  Year is determined as
follows. The amount of Systematic  Withdrawals that, when combined with any Free
Withdrawals in the current  Contract Year,  does not exceed the Free  Withdrawal
amount available in that Contract Year.

DATE OF REQUEST

The Company will effect a Withdrawal of Separate  Account  Contract Value on the
basis of  Accumulation  Unit  Value  determined  as of the end of the  Valuation
Period in which all the required  information  is Received by the  Company.  The
Company will effect Systematic Withdrawals of Separate Account Contract Value on
the basis of Accumulation  Unit Value  determined as of the end of the Valuation
Period in which such Withdrawal is scheduled.

PAYMENT OF WITHDRAWAL BENEFITS

The  Company  reserves  the right to  suspend a Transfer  or delay  payment of a
Withdrawal from the Separate Account for any period:

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

2.  when trading on the New York Stock Exchang 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  Securitie  and  Exchange  Commission,  by
    order, so permits to protect owners of securities.

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

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

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ANNUITY BENEFIT PROVISIONS
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PURCHASE OF ANNUITY  BENEFIT  PROVISIONS

The Company agrees to make available to any  Participant  under the Owner's Plan
who  receives  an  eligible  rollover  distribution  (or in the  case  of a Plan
described in Section 457 of the Internal  Revenue Code, any  distribution)  from
the Plan, an annuity contract for purchase with such  distribution.  The Annuity
Contract  will  offer  the  annuity   options  and  rates  set  forth  below.  A
Participant's purchase payment and application for such annuity contract must be
acceptable to the Company  under its rules and  practices and the  provisions of
the contract applied for.

ANNUITY TABLES

Annuity Tables A through C show the guaranteed minimum amount of monthly Annuity
Payment  per  $1,000  applied,  which for  Annuity  Options 1 through 4, 7 and 8
determine  the amount of the first  Variable  Annuity  Payment and the amount of
each Fixed  Annuity  Payment.  The amount of each  Annuity  Payment  for Annuity
Options 1 through 4, and 8 will depend on the Annuitant's sex and age.

Tables A through  B assume  1900 as the year of birth of the  Annuitant.  To use
Tables A through B for an Annuitant  born after 1900,  the actual age is reduced
by 0.1  (one-tenth)  of a year for each year the year of birth exceeds 1900. For
an Annuitant  with a birth year prior to 1900,  the actual age is increased in a
like manner.  The actual age (in completed  months) reduced or increased becomes
the "adjusted age of the Annuitant." The guaranteed payout rate is then found by
interpolating  the  Annuitant's  adjusted age between the ages shown in Tables A
through B.  Tables A through B are based on the 1983 Table "A"  mortality  table
and an interest  rate of 3.5% per year.  On request the Company will furnish the
amount of monthly Annuity Payment per $1,000 applied for any ages not shown.

For Annuity Options 5 through 7, annuity rates based on age and sex are not used
to calculate annuity payments. Annuity Payments for Options 5 and 6 are computed
without reference to the Annuity Tables.

FIXED ANNUITY PAYMENTS

With respect to Fixed Annuity Payments,  the amounts shown on the Tables are the
guaranteed  minimum for each Annuity  Payment for Annuity Options 1 through 4, 7
and 8.

VARIABLE ANNUITY PAYMENTS

With respect to Variable Annuity  Payments,  the amounts shown on the Tables are
the guaranteed minimum first Annuity Payment, based on the assumed interest rate
of 3.5% 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.

ALTERNATE ANNUITY OPTION RATES

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

ANNUITY OPTIONS

OPTION 1

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

OPTION 2

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

OPTION 3

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

OPTION 4

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

OPTION 5

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

OPTION 6

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

OPTION 7

PERIOD CERTAIN OPTION:  This option  provides  payments for a fixed period of 5,
10, 15 or 20 years.  Payments will be made until the end of this period.  If the
Annuitant  dies prior to the end of the period,  the remaining  payments will be
made to the Designated  Beneficiary.  Table C shows some of the guaranteed rates
for this option.

OPTION 8

JOINT AND CONTINGENT SURVIVOR OPTION: This option provides payments for the life
of the primary Annuitant. Payments will be made to the primary Annuitant as long
as he or she is living.  Upon the death of the primary Annuitant,  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
payments  will be made to the  contingent  Annuitant.  Table B shows some of the
guaranteed rates for this option.


                                 ANNUITY TABLES
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                                    TABLE A
                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF AMOUNT APPLIED

                                     Option Two
  Adjusted      Option One      Life with Fixed Period          Option Three
    Age            Life        5       10      15      20           Unit
of Annuitant       Only      Years   Years   Years   Years         Refund
--------------------------------------------------------------------------------
  UNISEX
    55             4.54       4.53    4.51    4.46    4.38          4.40
    56             4.62       4.61    4.58    4.53    4.44          4.47
    57             4.71       4.70    4.66    4.60    4.51          4.54
    58             4.80       4.79    4.75    4.68    4.57          4.62
    59             4.90       4.88    4.84    4.76    4.64          4.70

    60             5.00       4.99    4.93    4.84    4.70          4.78
    61             5.11       5.09    5.03    4.93    4.77          4.87
    62             5.23       5.21    5.14    5.02    4.84          4.96
    63             5.36       5.33    5.25    5.12    4.91          5.06
    64             5.49       5.46    5.37    5.21    4.98          5.17

    65             5.64       5.60    5.50    5.31    5.05          5.28
    66             5.79       5.75    5.63    5.42    5.12          5.39
    67             5.95       5.91    5.77    5.53    5.19          5.52
    68             6.13       6.08    5.91    5.63    5.25          5.65
    69             6.32       6.26    6.07    5.74    5.32          5.79

    70             6.53       6.46    6.23    5.86    5.37          5.94
    71             6.75       6.67    6.40    5.97    5.43          6.09
    72             6.99       6.89    6.58    6.08    5.48          6.26
    73             7.26       7.13    6.76    6.18    5.52          6.44
    74             7.54       7.39    6.95    6.29    5.57          6.63

    75             7.85       7.67    7.14    6.39    5.60          6.83

Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

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                                    TABLE B
                       SETTLEMENT OPTIONS FOUR AND EIGHT
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

   Adjusted Age of                  Adjusted Age of Male Annuitant
  Female Annuitant        55        60        62        65        70       75
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        55               4.16      4.27      4.30      4.35      4.42     4.47
        60               4.34      4.51      4.57      4.66      4.78     4.86
        62               4.41      4.61      4.68      4.79      4.94     5.04
        65               4.51      4.76      4.85      4.99      5.20     5.35
        70               4.66      4.99      5.13      5.34      5.67     5.95
        75               4.78      5.19      5.37      5.66      6.16     6.63

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.


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                                    TABLE C
                            SETTLEMENT OPTION SEVEN
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

                                 PERIOD CERTAIN

    5 YEARS              10 YEARS              15 YEARS             20 YEARS
--------------------------------------------------------------------------------
     18.11                 9.83                  7.1                  5.75

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.

                 A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*  Purchase  Payments may be made until termination of the Contract.

* This Contract is Participating.




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


                                  [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