DISTRIBUTION AGREEMENT

THIS AGREEMENT,  dated as of January 1, 1964, and amended and restated effective
as of the 3rd day of  February,  2002,  between  Security  Equity Fund, a Kansas
corporation  (hereinafter referred to as the "Fund"), and Security Distributors,
Inc., a Kansas corporation (hereinafter referred to as the "Distributor").

                                   WITNESSETH:

WHEREAS, the Fund is engaged in business as an open-end,  management  investment
company  registered under the federal  Investment Company Act of 1940 (the "1940
Act"); and

WHEREAS, the Distributor is willing to act as principal underwriter for the Fund
to offer for sale, sell and deliver after sale, the Class A Shares of the Fund's
$0.25 par value common stock  (hereinafter  referred to as the  "Shares") on the
terms and conditions hereinafter set forth;

NOW,  THEREFORE,  in consideration of the mutual covenants and agreements herein
set forth, the parties hereto agree as follows:

         1. EMPLOYMENT OF  DISTRIBUTOR.  The Fund hereby employs the Distributor
to act as principal  underwriter for the Fund with respect to its Class A Shares
and hereby  agrees  that during the term of this  Agreement,  and any renewal or
extension hereof, or until any prior termination  hereof,  the Distributor shall
have the exclusive  right to offer for sale and to distribute any and all of the
Fund's Class A Shares issued or to be issued by the Fund. The Distributor hereby
accepts  such  employment  and agrees to act as the  distributor  of the Class A
Shares issued or to be issued by the Fund during the period this Agreement is in
effect and agrees  during  such  period to offer for sale such Shares as long as
such Shares remain available for sale,  unless the Distributor is unable legally
to make such offer for sale as the result of any law or governmental regulation.

         2. OFFERING PRICE AND COMMISSIONS.  Prior to the issuance of any Shares
by the Fund pursuant to any subscription  tendered by or through the Distributor
and confirmed for sale to or through the Distributor,  the Distributor shall pay
or cause to be paid to the custodian of the Fund in cash, an amount equal to the
net  asset  value  of such  Shares  at the  time  of  acceptance  of  each  such
subscription and confirmation by the Fund of the sale of such Shares. All Shares
shall be sold to the public only at their public  offering  price at the time of
such sale,  and the Fund shall  receive  not less than the full net asset  value
thereof.

         3. ALLOCATION OF EXPENSES AND CHARGES. During the period this Agreement
is in effect,  the Fund shall pay all costs and expenses in connection  with the
registration  of Shares  under the  Securities  Act of 1933  (the  "1933  Act"),
including all expenses in connection  with the  preparation  and printing of any
registration  statements and prospectuses necessary for registration  thereunder
but  excluding any  additional  costs and expenses  incurred in  furnishing  the
Distributor with prospectuses.

The Fund shall also pay all costs, expenses and fees incurred in connection with
the qualification of the Shares under the applicable Blue Sky laws of the states
in which the Shares are offered.

During the period  this  Agreement  is in effect,  the  Distributor  will pay or
reimburse the Fund for:

         (a)      All costs and  expenses of printing  and mailing  prospectuses
                  (other than to existing  shareholders) and confirmations,  and
                  all costs and  expenses  of  preparing,  printing  and mailing
                  advertising    material,    sales    literature,    circulars,
                  applications,  and  other  materials  used  or to be  used  in
                  connection  with the offering for sale and the sale of Shares;
                  and

         (b)      All  clerical  and  administrative  costs  in  processing  the
                  applications for and in connection with the sale of Shares.

The  Distributor  agrees  to  submit  to the Fund  for its  prior  approval  all
advertising material,  sales literature,  circulars and any other material which
the  Distributor  proposes to use in  connection  with the  offering for sale of
Shares.

         4.  REDEMPTION  OF  SHARES.  The  Distributor,  as agent of and for the
account of the Fund,  may redeem  Shares of the Fund offered for resale to it at
the net asset value of such Shares  (determined  as provided in the  Articles of
Incorporation  or Bylaws)  and not in excess of such  maximum  amounts as may be
fixed from time to time by an officer of the Fund.  Whenever the officers of the
Fund deem it advisable for the protection of the  shareholders of the Fund, they
may suspend or cancel such authority.

         5. SALES  COMMISSIONS.  The  Distributor  shall be entitled to charge a
commission  on each sale of Shares in the amount set forth in the  prospectus of
the Fund,  such  commission to be an amount equal to the difference  between the
net asset value and the offering price of the shares, as such offering price may
from time to time be  determined  by the  board of  directors  of the Fund.  All
shares of the Fund shall be sold to the  public  only at their  public  offering
price at the time of such  sale,  and the Fund shall  receive  not less than the
full net asset value thereof.

         6. CLASS A DISTRIBUTION  PLAN.  Pursuant to a Class A Distribution Plan
adopted by the Fund with respect to certain  Series of the Fund (the  "Series"),
which Series are set forth on Schedule A to this  Agreement,  the Fund agrees to
make monthly payments to the Distributor in an amount computed at an annual rate
of .25 of 1% of each Series'  average  daily net assets,  to finance  activities
undertaken by the Distributor for the purpose of distributing the Series' shares
to investors and/or providing  shareholder services to the Series' shareholders.
All payments to the  Distributor  pursuant to this  paragraph are subject to the
following conditions being met by the Distributor. The Distributor shall furnish
the Fund with quarterly  reports of its expenditures and such other  information
relating  to  expenditures  or  to  the  other  distribution-related  activities
undertaken or proposed to be undertaken  by the  Distributor  during such fiscal
year under its  Distribution  Agreement with the Fund as the Fund may reasonably
request.

         7. SHAREHOLDER  SERVICE FEES. The Shareholder  Service Fees paid by the
Distributor  to  securities  dealers and other  entities  that have  executed an
Agreement  with the  Distributor  shall permit such  payments only in accordance
with the  provisions  of this  paragraph  and  shall  have the  approval  of the
majority  of the Board of  Directors  of the Fund  including  a majority  of the
directors  who are not  interested  persons of the Fund as required by the Rule.
The Distributor may pay to the other party to an Agreement a fee (a "Shareholder
Service  Fee") for  Shareholder  Services  provided  by such other  party.  Such
quarterly fee shall be payable in arrears in an amount equal to such  percentage
of the  aggregate  net asset  value of the  Series'  Shares  held by such  other
party's  customers  or clients at the close of business  each day as  determined
from time to time by the  Distributor.  The  Shareholder  Services  contemplated
hereby  shall  include  fees for account  maintenance  and  personal  service to
shareholders,   including,  but  not  limited  to,  answering  routine  customer
inquiries regarding the Fund,  assisting customers in changing dividend options,
account designations and addresses, and in enrolling into any of several special
investment  plans offered in connection with the purchase of the Series' Class A
shares,  assisting in the establishment and maintenance of customer accounts and
records and in the processing of purchase and redemption transactions, investing
dividends and capital gains  distributions  automatically  in shares,  providing
sub-administration  and/or  sub-transfer  agency services for the benefit of the
Fund  and  providing  such  other  services  as the  Fund  or the  customer  may
reasonably request.

         8.   DISTRIBUTOR   MAY  ACT  AS   BROKER   AND   RECEIVE   COMMISSIONS.
Notwithstanding  any other  provisions of this  Agreement,  it is understood and
agreed that the Distributor  may act as a broker,  on behalf of the Fund, in the
purchase and sale of securities not effected on a securities exchange,  provided
that any such transactions and any commission paid in connection therewith shall
comply in every respect with the  requirements of the 1940 Act and in particular
with Section 17(e) of that Act and the rules and  regulations  of the Securities
and Exchange Commission promulgated thereunder.

         9.  BROKERAGE  PLAN.  The  Fund  may  direct  the  Distributor  to take
appropriate  actions to effect the purposes of the Fund's  Brokerage Plan, as it
may be amended from time to time, and the  Distributor,  when so directed by the
Fund,  shall  take such  actions,  which may  include,  but are not  necessarily
limited to, directing, on behalf of the Fund or a Series thereof, and subject to
the standards described in the Brokerage Plan, Security Management Company,  LLC
or a Sub-Advisor to allocate  transactions for the purchase or sale of portfolio
securities  in a manner  intended to  increase  the  distribution  of the Fund's
shares.

      In accordance with the terms of the Brokerage Plan, the Fund, on behalf of
a  Series,  shall  make  available  to the  Distributor,  amounts  derived  from
brokerage  commissions  paid by the  Series  in  connection  with its  portfolio
transactions.   Such   amounts   shall  be   expended  by  SDI  to  finance  the
distribution-related  activities described in the Plan. The Fund, on behalf of a
Series,  shall also make available to the  Distributor,  the brokerage  credits,
benefits or other  services  received from  broker-dealers  executing  portfolio
transactions  on behalf of a Series.  Such credits,  benefits or other  services
shall be used by the Distributor to finance the distribution-related  activities
described in the Plan. The  Distributor  shall prepare  reports for the Board of
Directors of the Fund on a quarterly basis showing such  information as shall be
reasonably requested by the Board from time to time.

         10. AGREEMENTS  SUBJECT TO APPLICABLE LAW AND REGULATIONS.  The parties
hereto agree that all  provisions of this  Agreement will be performed in strict
accordance with the  requirements of: the 1940 Act, the 1933 Act, the Securities
Exchange Act of 1934,  the rules and  regulations of the Securities and Exchange
Commission under said statutes, all applicable state Blue Sky laws and the rules
and regulations thereunder,  the rules of the National Association of Securities
Dealers, Inc., and, in strict accordance with, the provisions of the Articles of
Incorporation and Bylaws of the Fund.

         11. DURATION AND TERMINATION OF AGREEMENT.  This Agreement shall become
effective  at the date  and time  that the  Fund's  prospectus,  reflecting  the
underwriting  arrangements  provided by this Agreement,  shall become  effective
under the 1933 Act, and shall, unless terminated as provided herein, continue in
force for two years from that date, and from year to year  thereafter,  provided
that such  continuance  for each  successive  year is  specifically  approved in
advance at least  annually by either the Board of  Directors or by the vote of a
majority (as defined in the 1940 Act) of the  outstanding  voting  securities of
the Fund and, in either event, by the vote of a majority of the directors of the
Fund who are not parties to this  Agreement  or  interested  persons of any such
party,  cast in person at a meeting  called for the  purpose of voting upon such
approval.  As used in the preceding  sentence,  the words  "interested  persons"
shall have the  meaning set forth in Section  2(a)(19) of the 1940 Act.  Written
notice of any such  approval  by the Board of  Directors  or by the holders of a
majority of the outstanding  voting  securities of the Fund and by the directors
who are not such interested persons shall be given promptly to the Distributor.

This  Agreement may be terminated at any time without the payment of any penalty
by the Fund by giving the Distributor at least sixty (60) days' previous written
notice of such  intention to terminate.  This Agreement may be terminated by the
Distributor  at any time by giving the Fund at least  sixty (60) days'  previous
written notice of such intention to terminate.

This Agreement shall terminate automatically in the event of its assignment.  As
used in the preceding sentence, the word "assignment" shall have the meaning set
forth in Section 2(a)(4) of the 1940 Act.

         12.  CONSTRUCTION  OF  AGREEMENT.  No  provision  of this  Agreement is
intended to or shall be  construed as  protecting  the  Distributor  against any
liability to the Fund or to the Fund's security holders to which the Distributor
would otherwise be subject by reason of willful misfeasance,  bad faith or gross
negligence in the performance of its duties under this Agreement.

Terms or words  used in the  Agreement,  which  also  occur in the  Articles  of
Incorporation or Bylaws of the Fund, shall have the same meaning herein as given
to such terms or words in the Articles of Incorporation or Bylaws of the Fund.

         13.  DISTRIBUTOR AN INDEPENDENT  CONTRACTOR.  The Distributor  shall be
deemed to be an  independent  contractor  and,  except as expressly  provided or
authorized  by the Fund,  shall have no authority  to act for or  represent  the
Fund.

         14. NOTICE.  Any notice  required or permitted to be given hereunder to
either of the  parties  hereto  shall be deemed to have been  given if mailed by
certified mail in a postage-prepaid  envelope  addressed to the respective party
as  follows,  unless any such party has  notified  the other  party  hereto that
notices  thereafter  intended  for such  party  shall be  mailed  to some  other
address,  in which event notices  thereafter shall be addressed to such party at
the address designated in such request:

                         Security Equity Fund
                         Security Benefit Group Building
                         700 SW Harrison Street
                         Topeka, Kansas 66636-0001

                         Security Distributors, Inc.
                         Security Benefit Group Building
                         700 SW Harrison Street
                         Topeka, Kansas 66636-0001

         15.  AMENDMENT OF AGREEMENT.  No amendment to this  Agreement  shall be
effective until approved by (a) a majority of the Board of Directors of the Fund
and a  majority  of the  directors  of the  Fund  who  are not  parties  to this
Agreement or affiliated  persons of any such party, or (B) a vote of the holders
of a majority of the outstanding voting securities of the Fund.

IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
by their respective corporate officers thereto duly authorized on the day, month
and year first above written.

                                 SECURITY EQUITY FUND

                                 By:    JAMES R. SCHMANK
                                     -------------------------------------------
                                     James R. Schmank, President

ATTEST:

        AMY J. LEE
------------------------------
Amy J. Lee, Secretary

                                 SECURITY DISTRIBUTORS, INC.

                                 By:    GREGORY J. GARVIN
                                     -------------------------------------------
                                     Greg Garvin, President

ATTEST:

        AMY J. LEE
------------------------------
Amy J. Lee, Secretary



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