RESTATED ARTICLES OF INCORPORATION

                                       OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

            (The Corporation was originally incorporated under the name of "The
            National Council of The Knights and Ladies of Security" which was
            later changed to "The Security Benefit Association." Its original
            Articles of Incorporation were filed with the Kansas Secretary of
            State on February 22, 1892. At a meeting of the Board of Directors
            of the Corporation, held on March 3, 1998, having been first duly
            noticed and called, the following amended and restated Articles of
            Incorporation were duly approved. The amended and restated Articles
            of Incorporation were also approved by the policyholders of the
            Corporation at a special meeting held on May 4, 1998)

                                     FIRST.

The name of this Corporation shall be SECURITY BENEFIT LIFE INSURANCE COMPANY.

                                     SECOND.

The purposes of the Corporation are:

      (a) To engage in the business of an insurer pursuant to the Kansas
Insurance Code as authorized by its Certificate of Authority, including without
limitation, to make insurance upon the lives of persons and every insurance
appertaining thereto or connected therewith, and to grant, purchase or dispose
of annuities; to make insurance on the health of individuals, against accidental
personal injury, disablement or death, and against loss, liability or expense on
account thereof; and to provide benefits for its policy holders in the case of
illness or injury; and

      (b) To engage in any lawful act or activity for which corporations may be
organized under the Kansas General Corporation Code.

                                     THIRD.

The address of its registered office in the State of Kansas is 700 SW Harrison
Street, Topeka, Shawnee County, Kansas, 66636; and the name of its resident
agent at such address is Security Benefit Life Insurance Company.



                                     FOURTH.

The Corporation is authorized to issue 1,000,000 shares of common stock with a
par value of $10.00 per share.

                                     FIFTH.

      (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.

                                     SIXTH.

      The Board of Directors of the Corporation may adopt, amend and repeal the
Bylaws of the Corporation.

      IN WITNESS WHEREOF, I have hereunto subscribed my name at Topeka, Kansas,
on this 7th day of July, 1998.

                                                /s/ HOWARD R. FRICKE
                                                -------------------------------
                                                Howard R. Fricke
                                                Chief Executive Officer

ATTEST:

/s/ ROGER K. VIOLA
-------------------------------
Roger K. Viola, Secretary



STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

      The foregoing instrument was acknowledged before me this 7th day of July,
1998, by Howard R. Fricke and Roger K. Viola, chief executive officer and
secretary, respectively, of Security Benefit Life Insurance Company, a Kansas
corporation, on behalf of said corporation.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal at Topeka, Kansas, on this 7th day of July, 1998.

                                               /s/ ANNETTE E. CRIPPS
                                               ---------------------------------
                                               Notary Public

My Appointment Expires:  July 8, 2001

Approved for filing.

/s/ KATHLEEN SEBELIUS
-------------------------------
Kathleen Sebelius
Commissioner of Insurance

Date: July 16, 1998



                CORPORATION CHANGE OF REGISTERED OFFICE OR AGENT

1.    Name of corporation: Security Benefit Life Insurance Company

2.    State of organization: Kansas

3.    The registered office in the state of Kansas is changed to: One Security
      Benefit Place, Topeka, Kansas 66636.

4.    The resident agent in Kansas is changed to:

I declare under penalty of perjury under the laws of the state of Kansas that
the foregoing is true and correct. Executed on the 7th day of June, 2002.

                                            /s/ KRIS A. ROBBINS
                                            -----------------------------------
                                            Kris A. Robbins, President

                                            /s/ ROGER K. VIOLA
                                            -----------------------------------
                                            Roger K. Viola, Secretary