PARTICIPATION AGREEMENT
                                      AMONG
                    T. ROWE PRICE FIXED INCOME SERIES, INC.,
                       T. ROWE PRICE EQUITY SERIES, INC.,
                    T. ROWE PRICE INTERNATIONAL SERIES, INC.,
                                       AND
                     T. ROWE PRICE INVESTMENT SERVICES, INC.
                                       AND
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

  THIS  AGREEMENT,  made and entered into as of this 25th day of April,  1995 by
and among Security Benefit Life Insurance Company (hereinafter,  the "Company"),
a Kansas  life  insurance  company,  on its own  behalf  and on  behalf  of each
segregated asset account of the Company set forth on Schedule A hereto as may be
amended  from  time  to  time  (each  account  hereinafter  referred  to as  the
"Account"),  and the T. Rowe Price  Fixed  Income  Series,  Inc.,  T. Rowe Price
Equity  Series,  Inc.,  and T. Rowe Price  International  Series,  Inc.,  each a
corporation  organized  under  the  laws of  Maryland  (each  Fund,  hereinafter
referred  to as  the  "Fund")  and  T.  Rowe  Price  Investment  Services,  Inc.
(hereinafter, the "Underwriter"), a Maryland corporation.

  WHEREAS,  the Fund  engages in business as an open-end  management  investment
company  and is or  will  be  available  to act as the  investment  vehicle  for
separate  accounts  established for variable life insurance and variable annuity
contracts  (the  "Variable  Insurance  Products")  to be  offered  by  insurance
companies  which have entered into  participation  agreements  with the Fund and
Underwriter (hereinafter "Participating Insurance Companies"); and

  WHEREAS, the beneficial interest in the Fund is divided into several series of
shares,  each  designated  a  "Portfolio"  and  representing  the  interest in a
particular managed portfolio of securities and other assets; and

  WHEREAS,  the Fund  will  obtain an order  from the  Securities  and  Exchange
Commission  ("SEC")  granting  Participating  Insurance  Companies  and variable
annuity and  variable  life  insurance  separate  accounts  exemptions  from the
provisions of sections 9(a), 13(a),  15(a), and 15(b) of the Investment  Company
Act of 1940, as amended, (hereinafter, the "1940 Act") and Rules 6e-2(b)(15) and
6e-3(T) (b)(15)  thereunder,  if and to the extent necessary to permit shares of
the Fund to be sold to and held by variable  annuity and variable life insurance
separate accounts of both affiliated and unaffiliated  life insurance  companies
(hereinafter, the "Shared Funding Exemptive Order"); and

  WHEREAS,  the Fund is registered as an open-end management  investment company
under  the 1940 Act and  shares  of the  Portfolios  are  registered  under  the
Securities Act of 1933, as amended (hereinafter, the "1933 Act"); and

  WHEREAS, T. Rowe Price Associates, Inc. and Rowe Price-Fleming  International,
Inc.  (each  hereinafter  referred  to as  the  "Adviser,"  and  all  references
hereinafter to "Adviser"  shall refer to the  investment  adviser for a Fund, as
pertinent) are each duly  registered as an investment  adviser under the federal
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and

  WHEREAS,  the Company has  registered or will register  certain  variable life
insurance or variable  annuity  contracts  (or  interests in a separate  account
funding  such  contracts)  supported  wholly or  partially  by the Account  (the
"Contracts")  under the 1933 Act,  and said  Contracts  are listed in Schedule A
hereto, as it may be amended from time to time by mutual written agreement; and

  WHEREAS,  the Account is duly established and maintained as a segregated asset
account,  established by resolution of the Board of Directors of the Company, or
by the Executive  Committee of the Board,  on the date shown for such Account on
Schedule A hereto, to set aside and invest assets  attributable to the aforesaid
Contracts; and

  WHEREAS,  the Company has  registered  or will  register the Account as a unit
investment trust under the 1940 Act; and

  WHEREAS,  the  Underwriter is registered as a broker dealer with the SEC under
the Securities  Exchange Act of 1934, as amended  (hereinafter  the "1934 Act"),
and is a member in good  standing  of the  National  Association  of  Securities
Dealers, Inc. (hereinafter "NASD"); and

  WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company  intends to purchase  shares in the Portfolios  listed in Schedule A
hereto,  as it may be amended from time to time by mutual written agreement (the
"Designated  Portfolios")  on  behalf  of the  Account  to  fund  the  aforesaid
Contracts,  and the  Underwriter  is  authorized  to sell  such  shares  to unit
investment trusts such as the Account at net asset value;

  NOW, THEREFORE,  in consideration of their mutual promises,  the Company,  the
Fund and the Underwriter agree as follows:

ARTICLE I.  SALE OF FUND SHARES

  1.1 The  Underwriter  agrees  to  sell  to the  Company  those  shares  of the
Designated Portfolios which the Account orders, executing such orders on a daily
basis at the net asset  value  next  computed  after  receipt by the Fund or its
designee of the order for the shares of the Designated Portfolios.

  1.2 The Fund agrees to make shares of the Designated  Portfolios available for
purchase  at the  applicable  net asset  value per share by the  Company and the
Account on those days on which the Fund  calculates its net asset value pursuant
to rules of the  Securities  and  Exchange  Commission,  and the Fund  shall use
reasonable  efforts to calculate  such net asset value on each day which the New
York Stock  Exchange is open for trading.  Notwithstanding  the  foregoing,  the
Board of Trustees or Directors of the Fund  (hereinafter the "Board") may refuse
to sell  shares  of any  Designated  Portfolio  to any  person,  or  suspend  or
terminate the offering of shares of any  Designated  Portfolio if such action is
required by law or by regulatory  authorities having  jurisdiction or is, in the
sole  discretion  of the  Board  acting  in good  faith  and in  light  of their
fiduciary duties under federal and any applicable  state laws,  necessary in the
best interests of the shareholders of such Designated Portfolio.

  1.3 The Fund and the  Underwriter  agree that  shares of the Fund will be sold
only to Participating Insurance Companies and their separate accounts. No shares
of any Designated  Portfolios will be sold to the general  public.  The Fund and
the Underwriter  will not sell Fund shares to any insurance  company or separate
account  unless an agreement  containing  provisions  substantially  the same as
Articles I, III and VII of this Agreement is in effect to govern such sales.

  1.4  The  Fund  agrees  to  redeem,  on the  Company's  request,  any  full or
fractional  shares of the Designated  Portfolios held by the Company,  executing
such  requests  on a daily  basis at the net asset  value  next  computed  after
receipt by the Fund or its designee of the request for  redemption,  except that
the Fund  reserves the right to suspend the right of  redemption or postpone the
date of payment or satisfaction upon redemption consistent with Section 22(e) of
the 1940 Act and any rules thereunder, and in accordance with the procedures and
policies  of  the  Fund  as  described  in the  then  current  prospectus.  Cash
redemptions ordinarily shall be paid not later than one Business Day, as defined
below,  following  receipt  by the  Fund  or its  designee  of the  request  for
redemption  unless,  as described  herein,  the Fund  exercises its rights under
Section 22(e) of the 1940 Act and any rules  thereunder.  Cash payments shall be
made in federal funds transmitted by wire.

  1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of
the Fund for receipt of purchase and  redemption  orders from the  Account,  and
receipt by such designee shall constitute receipt by the Fund; provided that the
Company  receives the order by 4:00 p.m.  Baltimore  time and the Fund  receives
notice of such order by 9:30 a.m.  Baltimore time on the next following Business
Day.  "Business  Day" shall mean any day on which the New York Stock Exchange is
open for trading and on which the Fund  calculates  its net asset value pursuant
to the rules of the SEC.

  1.6 The Company  agrees to purchase  and redeem the shares of each  Designated
Portfolio  offered by the then current  prospectus of the Fund and in accordance
with the provisions of such prospectus.

  1.7 The Company  shall pay for Fund shares one  Business Day after an order to
purchase  Fund shares is made in accordance  with the  provisions of Section 1.5
hereof.  Payment  shall be in  federal  funds  transmitted  by wire by 3:00 p.m.
Baltimore  time. If payment in Federal Funds for any purchase is not received or
is received by the Fund after 3:00 p.m. Baltimore time on such Business Day, the
Company  shall  promptly,  upon the Fund's  request,  reimburse the Fund for any
charges,  costs,  fees,  interest  or  other  expenses  incurred  by the Fund in
connection  with any advances to, or borrowings  or overdrafts  by, the Fund, or
any similar expenses incurred by the Fund, as a result of portfolio transactions
effected by the Fund based upon such purchase  request.  For purposes of Section
2.8 and 2.9 hereof, upon receipt by the Fund of the federal funds so wired, such
funds shall cease to be the  responsibility  of the Company and shall become the
responsibility of the Fund.

  1.8  Issuance  and  transfer of the Fund's  shares will be by book entry only.
Stock  certificates  will not be issued to the  Company or any  Account.  Shares
ordered from the Fund will be recorded in an appropriate  title for each Account
or the appropriate subaccount of each Account.

  1.9 The Fund shall furnish same day notice (by wire or telephone,  followed by
written  confirmation)  to the Company of any income,  dividends or capital gain
distributions  payable on the Designated  Portfolios' shares. The Company hereby
elects to receive all such income,  dividends, and capital gain distributions as
are  payable  on  Designated  Portfolio  shares  in  additional  shares  of that
Portfolio. The Company reserves the right to revoke this election and to receive
all such income dividends and capital gain distributions in cash. The Fund shall
notify  the  Company  of the  number of shares  so  issued  as  payment  of such
dividends  and  distributions.  The Fund  shall use its best  efforts to furnish
advance  notice of the day such dividends and  distributions  are expected to be
paid.

  1.10 The Fund  shall  make the net asset  value per share for each  Designated
Portfolio  available  to the  Company  on a daily  basis  as soon as  reasonably
practical  after the net asset value per share is  calculated  (normally by 6:30
p.m. Baltimore time) and shall use its best efforts to make such net asset value
per share available by 7 p.m. Baltimore time.

ARTICLE II.  REPRESENTATIONS AND WARRANTIES

  2.1 The Company  represents and warrants that the Contracts (or interests in a
separate  account  funding such  Contracts) are or will be registered  under the
1933  Act;  that the  Contracts  will be issued in  compliance  in all  material
respects with all  applicable  federal and state laws; and that the Company will
require any person authorized to sell the Contract to do so in compliance in all
material  respects  with all  applicable  federal  and state  laws.  The Company
further  represents and warrants that it is an insurance company duly organized,
validly  existing,  and in good standing  under  applicable  law and that it has
legally  and  validly  established  the  Account  prior to any  issuance or sale
thereof as a  segregated  asset  account  under  Kansas  insurance  laws and has
registered or, prior to any issuance or sale of the Contracts, will register the
Account as a unit investment trust in accordance with the provisions of the 1940
Act to serve as a segregated investment account for the Contracts.

  2.2 The Fund  represents  and warrants  that Fund shares sold pursuant to this
Agreement  shall be registered  under the 1933 Act, duly authorized for issuance
and sold in compliance  with the laws of the State of Kansas and all  applicable
federal  and  state  securities  laws  and that  the  Fund is and  shall  remain
registered as an open-end management  investment company under the 1940 Act. The
Fund shall amend the  Registration  Statement  for its shares under the 1933 Act
and the 1940 Act from time to time as required in order to effect the continuous
offering of its shares.  The Fund shall register and qualify the shares for sale
in  accordance  with the laws of the  various  states  only if and to the extent
deemed advisable by the Fund or the Underwriter.

  2.3 The  Fund  currently  does not  intend  to make any  payments  to  finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it may
make such  payments  in the  future.  To the  extent  that it decides to finance
distribution  expenses pursuant to Rule 12b-1, the Fund will undertake to have a
Board, a majority of whom are not interested persons of the Fund,  formulate and
approve  any  plan  pursuant  to  Rule  12b-1  under  the  1940  Act to  finance
distribution expenses.

  2.4 The  Fund  makes  no  representations  as to  whether  any  aspect  of its
operations,  including  but  not  limited  to,  investment  policies,  fees  and
expenses,  complies with the insurance and other  applicable laws of the various
states,  except that the Fund  represents that the Fund's  investment  policies,
fees and expenses are and shall at all times remain in compliance  with the laws
of the State of Kansas to the extent required to perform this Agreement.

  2.5 The Fund represents that it is lawfully organized,  validly existing,  and
in good  standing  under the laws of the State of Maryland  and that it does and
will comply in all material respects with the 1940 Act.

  2.6 The  Underwriter  represents  and  warrants  that it is a  member  in good
standing of the NASD and is  registered  as a  broker-dealer  with the SEC.  The
Underwriter  further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Kansas and any applicable  state and
federal securities laws.

  2.7 The  Underwriter  represents  and  warrants  that the Adviser is and shall
remain duly registered  under all applicable  federal and state  securities laws
and that the Adviser shall perform its obligations for the Fund in compliance in
all material  respects  with the laws of the State of Kansas and any  applicable
state and federal securities laws.

  2.8 The Fund  and the  Underwriter  represent  and  warrant  that all of their
respective  directors,  officers,  employees,  investment  advisers,  and  other
individuals or entities dealing with the money and/or securities of the Fund are
and shall  continue  to be at all times  covered by a blanket  fidelity  bond or
similar  coverage  for the  benefit  of the Fund in an amount  not less than the
minimum coverage as required  currently by Rule 17g-1 of the 1940 Act or related
provisions as may be  promulgated  from time to time.  The aforesaid  bond shall
include coverage for larceny and embezzlement and shall be issued by a reputable
bonding company.

  2.9 The Company  represents and warrants that all of its directors,  officers,
employees,  investment  advisers,  and other  individuals/entities  employed  or
controlled  by the  Company  dealing  with the money  and/or  securities  of the
Account are and shall continue to be at all times covered by a blanket  fidelity
bond or similar  coverage in an amount not less than $5 million.  The  aforesaid
bond  includes  coverage for larceny and  embezzlement  and shall be issued by a
reputable  bonding  company.  The Company  agrees to hold for the benefit of the
Fund and to pay to the Fund any amounts lost from larceny, embezzlement or other
events covered by the aforesaid bond to the extent such amounts  properly belong
to the Fund pursuant to the terms of this Agreement.

ARTICLE III.  PROSPECTUSES AND PROXY STATEMENTS; VOTING

  3.1 Unless the parties otherwise agree in writing, the Fund shall provide such
documentation  (including a final copy of the new  prospectus  as set in type at
the Fund's expense) and other assistance as is reasonably necessary in order for
the Company once each year (or more frequently if the prospectus for the Fund is
amended) to have the  prospectus  for the  Contracts  and the Fund's  prospectus
printed together in one document.  The expense of printing the Fund's prospectus
for  distribution  to  existing  owners  of  Contracts  shall  be  borne  by the
Underwriter  or the Fund.  The expense of  printing  the Fund's  prospectus  for
distribution  to  prospective  customers  shall be  governed  by a  Distribution
Agreement between the Company and the Underwriter.

  3.2 The  Fund's  prospectus  shall  state  that the  Statement  of  Additional
Information  ("SAI")  for the  Fund  is  available  from  the  Company,  and the
Underwriter  (or the Fund),  at its  expense,  shall print and provide a copy of
such SAI  free of  charge  to the  Company  for  itself  and for any  owner of a
Contract who requests such SAI.

  3.3 The Fund (or the Underwriter),  at its expense,  shall provide the Company
with copies of the Fund's proxy  material,  reports to  shareholders,  and other
communications  to shareholders in such quantity as the Company shall reasonably
require for distributing to Contract owners. The Fund (or the Underwriter) shall
bear the expense of mailing the Fund's proxy  material and other  communications
to  contract  owners.  The Fund (or the  Underwriter)  shall bear the expense of
mailing Fund reports  (including the Fund's  semi-annual  and annual reports) to
Contract owners.

  3.4 The Company shall:

     (i)   solicit voting instructions from Contract owners;

     (ii)  vote the Fund shares in accordance  with  instructions  received from
           Contract owners; and

     (iii) vote Fund shares for which no instructions  have been received in the
           same   proportion  as  Fund  shares  of  such   portfolio  for  which
           instructions have been received,

so long as and to the extent that the SEC continues to interpret the 1940 Act to
require  pass-through  voting  privileges for variable contract owners or to the
extent  otherwise  required by law. The Company  reserves the right to vote Fund
shares  held in any  segregated  asset  account in its own right,  to the extent
permitted by law.

  3.5 Participating  Insurance  Companies shall be responsible for assuring that
each  of  their  separate  accounts  participating  in  a  Designated  Portfolio
calculates  voting  privileges as required by the Shared Funding Exemptive Order
and consistent with any reasonable standards that the Fund may adopt.

  3.6 The Fund will comply with all provisions of the 1940 Act requiring  voting
by  shareholders,  and in  particular  the Fund will  either  provide for annual
meetings or comply with Section  16(c) of the 1940 Act (although the Fund is not
one of the  trusts  described  in  Section  16(c)  of that  Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the SEC's  interpretation  of the  requirements of Section 16(a)
with respect to periodic  elections  of directors or trustees and with  whatever
rules the SEC may promulgate with respect thereto.

ARTICLE IV.  SALES MATERIAL AND INFORMATION

  4.1 The Company shall furnish, or shall cause to be furnished,  to the Fund or
its designee,  each piece of sales literature or other promotional material that
the Company  develops or uses and in which the Fund (or a Portfolio  thereof) or
the Adviser or the Underwriter is named, at least ten calendar days prior to its
use.  No such  material  shall  be used if the Fund or its  designee  reasonably
objects to such use within ten calendar days after receipt of such material. The
Fund or its designee  reserves the right to  reasonably  object to the continued
use of such  material,  and no such  material  shall  be used if the Fund or its
designee so objects.

  4.2 The Company shall not give any information or make any  representations or
statements on behalf of the Fund or concerning  the Fund in connection  with the
sale of the Contracts other than the information or representations contained in
the  registration  statement or prospectus  or SAI for the Fund shares,  as such
registration statement and prospectus or SAI may be amended or supplemented from
time to time,  or in  reports  or proxy  statements  for the  Fund,  or in sales
literature or other promotional material approved by the Fund or its designee or
by the Underwriter, except with the permission of the Fund or the Underwriter or
the designee of either.

  4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to be
furnished,  to the Company,  each piece of sales literature or other promotional
material in which the Company,  the  Contract,  and/or its Account,  is named at
least ten calendar days prior to its use. No such material  shall be used if the
Company reasonably objects to such use within ten calendar days after receipt of
such  material.  The  Company  reserves  the right to  reasonably  object to the
continued use of such material and no such material shall be used if the Company
so objects.

  4.4. The Fund and the  Underwriter  shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account,
or the Contracts inconsistent with the information or representations  contained
in a  registration  statement or prospectus,  or SAI for the Contracts,  as such
registration  statement,  prospectus or SAI may be amended or supplemented  from
time to time,  or in published  reports for the Account  which are in the public
domain or approved by the Company for  distribution  to Contract  owners,  or in
sales literature or other  promotional  material  approved by the Company or its
designee, except with the permission of the Company.

  4.5 The Fund will  provide to the  Company at least one  complete  copy of all
registration statements,  prospectuses,  SAIs, reports, proxy statements,  sales
literature  and  other  promotional  materials,   applications  for  exemptions,
requests for no-action  letters,  and all  amendments to any of the above,  that
relate  to the Fund or its  shares,  contemporaneously  with the  filing of such
document(s) with the SEC or other regulatory authorities.

  4.6 The Company  will  provide to the Fund at least one  complete  copy of all
registration statements,  prospectuses,  SAIs, reports, solicitations for voting
instructions, sales literature and other promotional materials, applications for
exemptions,  requests for no-action  letters,  and all  amendments to any of the
above, that relate to the Contracts or the Account,  contemporaneously  with the
filing of such document(s) with the SEC or other regulatory authorities.

  4.7 The Fund will  provide  the Company  with as much notice as is  reasonably
practicable of any proxy solicitation for any Designated  Portfolio,  and of any
material change in the Fund's  registration  statement,  particularly any change
resulting  in a change  to the  registration  statement  or  prospectus  for any
Account.  The Fund will work with the  Company  so as to enable  the  Company to
solicit  proxies from Contract  Owners,  or to make changes to its prospectus or
registration  statement,  in an orderly  manner.  The Fund will make  reasonable
efforts  to attempt  to have  changes  affecting  Contract  prospectuses  become
effective simultaneously with the annual updates for such prospectuses.

  4.8 For purposes of this Article IV, the phrase  "sales  literature  and other
promotional  materials"  includes,  but is not limited to, any of the following:
advertisements (such as material published, or designed for use in, a newspaper,
magazine, or other periodical,  radio, television,  telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other public media),
sales literature (I.E., any written communication  distributed or made generally
available to customers or the public, including brochures,  circulars,  reports,
market letters,  form letters,  seminar texts, reprints or excerpts of any other
advertisement,  sales literature, or published article), educational or training
materials or other  communications  distributed or made  generally  available to
some or all agents or  employees,  and  registration  statements,  prospectuses,
SAIs,  shareholder  reports,  proxy  materials,  and  any  other  communications
distributed or made generally available.

ARTICLE V.  OTHER FEES AND EXPENSES

  5.1 The Fund and the Underwriter shall pay no fee or other compensation to the
Company under this  Agreement,  except that if the Fund or any Portfolio  adopts
and implements a plan pursuant to Rule 12b-1 to finance  distribution  expenses,
then the  Underwriter may make payments to the Company or to the underwriter for
the Contracts if and in amounts  agreed to by the  Underwriter  in writing,  and
such  payments  will be made  out of  existing  fees  otherwise  payable  to the
Underwriter,  past profits of the Underwriter,  or other resources  available to
the Underwriter. No such payments shall be made directly by the Fund. Currently,
no such payments are contemplated.

  5.2 All  expenses  incident to  performance  by the Fund under this  Agreement
shall be paid by the  Fund.  The Fund  shall see to it that all its  shares  are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent  deemed  advisable  by the Fund,  in  accordance  with
applicable  state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement,  proxy materials and
reports,  setting the prospectus in type, setting in type and printing the proxy
materials  and  reports  to  shareholders  (including  the costs of  printing  a
prospectus that constitutes an annual report), the preparation of all statements
and notices  required by any federal or state law, and all taxes on the issuance
or transfer of the Fund's shares.

  5.3 The Fund (or the  Underwriter)  shall bear the  expenses  of  mailing  the
Fund's  prospectus to owners of Contracts issued by the Company.  The expense of
mailing  the Fund's  prospectus  to  prospective  owners of  Contracts  shall be
governed by a Distribution Agreement between the Company and the Underwriter.

ARTICLE VI.  DIVERSIFICATION AND QUALIFICATION

  6.1 The Fund will  invest the assets of each  Designated  Portfolio  in such a
manner as to ensure  that the  Contracts  will be  treated  as  annuity  or life
insurance contracts,  whichever is appropriate,  under the Internal Revenue Code
of 1986, as amended (the "Code") and the regulations  issued  thereunder (or any
successor  provisions).  Without  limiting  the  scope  of the  foregoing,  each
Designated  Portfolio  has  complied  and will  continue to comply with  Section
817(h)  of the  Code  and  Treasury  Regulation  ss.1.817-5,  and  any  Treasury
interpretations  thereof,  relating  to  the  diversification  requirements  for
variable annuity,  endowment, or life insurance contracts, and any amendments or
other modifications or successor  provisions to such Section or Regulations.  In
the  event  of a  breach  of this  Article  VI by the  Fund,  it will  take  all
reasonable  steps (a) to notify  the  Company  of such  breach  as  promptly  as
possible and (b) to adequately  diversify  the Fund so as to achieve  compliance
within the grace period afforded by Regulation 817.5.

  6.2 The Fund represents that each Designated Portfolio is or will be qualified
as a Regulated  Investment  Company under  Subchapter M of the Code, and that it
will make every effort to maintain such qualification (under Subchapter M or any
successor or similar provisions) and that it will notify the Company immediately
upon having a reasonable basis for believing that it has ceased to so qualify or
that it might not so qualify in the future.

  6.3 The Company  represents that the Contracts are currently,  and at the time
of issuance shall be, treated as life insurance or annuity insurance  contracts,
under  applicable  provisions of the Code, and that it will make every effort to
maintain such  treatment,  and that it will notify the Fund and the  Underwriter
immediately  upon having a reasonable  basis for believing  the  Contracts  have
ceased to be so treated or that they might not be so treated in the future.  The
Company  agrees  that any  prospectus  offering a contract  that is a  "modified
endowment contract" as that term is defined in Section 7702A of the Code (or any
successor or similar  provision),  shall  identify  such  contract as a modified
endowment contract.

ARTICLE VII. POTENTIAL CONFLICTS.  The following provisions apply effective upon
(a) the issuance of the Shared Funding  Exemptive  Order,  and (b) investment in
the Fund by a separate account of a Participating  Insurance Company  supporting
variable life insurance contracts.

  7.1 The  Board  will  monitor  the  Fund  for the  existence  of any  material
irreconcilable  conflict  between the  interests of the  contract  owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons,  including: (a) an action by any state insurance
regulatory  authority;  (b) a change in applicable  federal or state  insurance,
tax, or securities  laws or  regulations,  or a public  ruling,  private  letter
ruling,  no-action or interpretative letter, or any similar action by insurance,
tax, or securities  regulatory  authorities;  (c) an  administrative or judicial
decision in any relevant proceeding;  (d) the manner in which the investments of
any Portfolio are being managed;  (e) a difference in voting  instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision  by an insurer to  disregard  the  voting  instructions  of  contract
owners.  The Board shall  promptly  inform the Company if it determines  that an
irreconcilable material conflict exists and the implications thereof.

  7.2. The Company will report any  potential or existing  conflicts of which it
is aware to the Board.  The Company  will  assist the Board in carrying  out its
responsibilities  under the Shared  Funding  Exemptive  Order,  by providing the
Board with all  information  reasonably  necessary for the Board to consider any
issues  raised.  This  includes,  but is not  limited to, an  obligation  by the
Company to inform the Board  whenever  Contract  owner voting  instructions  are
disregarded.

  7.3 If it is  determined  by a  majority  of the Board,  or a majority  of its
disinterested  members,  that a material  irreconcilable  conflict  exists,  the
Company and other Participating  Insurance Companies shall, at their expense and
to the  extent  reasonably  practicable  (as  determined  by a  majority  of the
disinterested  Board  members),  take whatever  steps are necessary to remedy or
eliminate  the  irreconcilable  material  conflict,  up to and  including:  (1),
withdrawing  the assets  allocable to some or all of the separate  accounts from
the Fund or any Portfolio and reinvesting such assets in a different  investment
medium,  including  (but not  limited  to)  another  Portfolio  of the Fund,  or
submitting the question whether such segregation should be implemented to a vote
of all affected  contract owners and, as appropriate,  segregating the assets of
any appropriate group (I.E.,  annuity contract owners,  life insurance  contract
owners,  or  variable  contract  owners of one or more  Participating  Insurance
Companies) that votes in favor of such segregation,  or offering to the affected
contract owners the option of making such a change;  and (2)  establishing a new
registered management investment company or managed separate account.

  7.4 If a material  irreconcilable conflict arises because of a decision by the
Company to  disregard  contract  owner  voting  instructions  and that  decision
represents a minority  position or would  preclude a majority  vote, the Company
may be required, at the Fund's election, to withdraw the Account's investment in
the Fund and terminate  this  Agreement  with respect to each Account  provided,
however,  that such  withdrawal and  termination  shall be limited to the extent
required by the foregoing  material  irreconcilable  conflict as determined by a
majority of the  disinterested  members of the Board.  Any such  withdrawal  and
termination  must take place within six (6) months after the Fund gives  written
notice that this provision is being  implemented,  and until the end of that six
month  period the Fund shall  continue  to accept  and  implement  orders by the
Company for the purchase (and redemption) of shares of the Fund.

  7.5 If a material  irreconcilable  conflict arises because a particular  state
insurance  regulator's  decision  applicable to the Company  conflicts  with the
majority of other state regulators,  then the Company will withdraw the affected
Account's  investment in the Fund and terminate  this  Agreement with respect to
such Account  within six months  after the Board  informs the Company in writing
that it has determined that such decision has created an irreconcilable material
conflict;  provided,  however,  that such  withdrawal and  termination  shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Until the
end of the  foregoing six month  period,  the Fund shall  continue to accept and
implement  orders by the Company for the purchase (and  redemption) of shares of
the Fund.

  7.6 For purposes of Section 7.3 through 7.6 of this  Agreement,  a majority of
the  disinterested  members of the Board shall  determine  whether any  proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding  medium for the  Contracts.
The Company  shall not be  required  by Section  7.3 to  establish a new funding
medium  for the  Contract  if an offer to do so has been  declined  by vote of a
majority of Contract owners materially  adversely affected by the irreconcilable
material  conflict.  In the event that the Board  determines  that any  proposed
action does not adequately remedy any irreconcilable material conflict, then the
Company will  withdraw the Account's  investment in the Fund and terminate  this
Agreement  within six (6) months after the Board  informs the Company in writing
of the foregoing  determination;  provided,  however,  that such  withdrawal and
termination  shall be  limited  to the  extent  required  by any  such  material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.

  7.7  If  and to the  extent  the  Shared  Funding  Order  contains  terms  and
conditions  different from Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of
this Agreement,  then the Fund and/or the Participating  Insurance Companies, as
appropriate, shall take such steps as may be necessary to comply with the Shared
Funding  Exemptive Order, and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5
of the  Agreement  shall  continue  in effect  only to the extent that terms and
conditions  substantially identical to such Sections are contained in the Shared
Funding Exemptive Order or any amendment thereto. If and to the extent that Rule
6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive
relief from any  provision of the 1940 Act or the rules  promulgated  thereunder
with  respect to mixed or shared  funding  (as  defined  in the  Shared  Funding
Exemptive  Order)  on terms  and  conditions  materially  different  from  those
contained in the Shared Funding  Exemptive  Order,  then (a) the Fund and/or the
Participating Insurance Companies, as appropriate,  shall take such steps as may
be necessary to comply with Rules 6e-2 and 6e-3(T),  as amended,  and Rule 6e-3,
as adopted, to the extent such rules are applicable;  and (b) Sections 3.4, 3.5,
3.6,  7.1.,  7.2, 7.3, 7.4, and 7.5 of this  Agreement  shall continue in effect
only to the extent that terms and  conditions  substantially  identical  to such
Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII.  INDEMNIFICATION

  8.1 INDEMNIFICATION BY THE COMPANY

      8.1(a). The Company agrees to indemnify and hold harmless the Fund and the
Underwriter  and each of their  officers and directors and each person,  if any,
who  controls the  Underwriter  within the meaning of Section 15 of the 1933 Act
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 8.1)
against any and all losses, claims, damages, liabilities (including amounts paid
in settlement with the written consent of the Company) or litigation  (including
legal and other expenses),  to which the Indemnified  Parties may become subject
under any statute or  regulation,  at common law or  otherwise,  insofar as such
losses, claims, damages, liabilities or expenses (or actions in respect thereof)
or  settlements  are related to the sale or  acquisition of the Fund's shares or
the Contracts and:

      (i)   arise out of or are based  upon any  untrue  statements  or  alleged
            untrue statements of any material fact contained in the Registration
            Statement,  prospectus,  or statement of additional  information for
            the  Contracts or contained in the  Contracts  (or any  amendment or
            supplement  to any of the  foregoing),  or arise out of or are based
            upon  the  omission  or the  alleged  omission  to state  therein  a
            material fact required to be stated therein or necessary to make the
            statements  therein not misleading,  provided that this agreement to
            indemnify  shall  not  apply  as to any  Indemnified  Party  if such
            statement or omission or such alleged statement or omission was made
            in reliance upon and in conformity with information furnished to the
            Company  by or on  behalf  of the Fund  for use in the  Registration
            Statement, prospectus or statement of additional information for the
            Contracts or in the Contracts (or any  amendment or  supplement)  or
            otherwise  for use in  connection  with the sale of the Contracts or
            Fund shares; or

      (ii)  arise out of or are based upon any statements or  representations or
            the   omission   or   alleged   omission   of  any   statements   or
            representations  about the Contracts  contained in sales  literature
            for the Contracts (or any amendment or supplement) that arise out of
            or are based upon state insurance law; or

      (iii) arise out of or as a result of statements or representations  (other
            than  statements or  representations  contained in the  Registration
            Statement,  prospectus or sales  literature of the Fund not supplied
            by the Company or persons under its control) or wrongful  conduct of
            the Company or persons  under its  authorization  or control  (which
            shall  not  include  any  T.  Rowe  Price  Representative,   or  any
            Representative  or employee of T. Rowe Price  Insurance  Agency,  as
            such  persons  are  defined  or  referred  to  in  the  Distribution
            Agreement),  with  respect  to  the  sale  or  distribution  of  the
            Contracts or Fund Shares; or

      (iv)  arise out of any untrue  statement or alleged untrue  statement of a
            material fact contained in a Registration Statement,  prospectus, or
            sales literature of the Fund or any amendment  thereof or supplement
            thereto or the  omission  or  alleged  omission  to state  therein a
            material fact required to be stated therein or necessary to make the
            statements  therein not  misleading  if such a statement or omission
            was made in reliance upon information furnished to the Fund by or on
            behalf of the Company; or

      (v)   arise as a result of any material  failure by the Company to provide
            the  services  and  furnish  the  materials  under the terms of this
            Agreement  (including a failure,  whether  unintentional  or in good
            faith or otherwise,  to comply with the  qualification  requirements
            specified in Article VI of this Agreement); or

      (vi)  arise  out  of  or   result   from  any   material   breach  of  any
            representation and/or warranty made by the Company in this Agreement
            or arise out of or result  from any  other  material  breach of this
            Agreement by the Company,

as limited by and in  accordance  with the  provisions  of  Sections  8.1(b) and
8.1(c) hereof.

      8.1(b).  The  Company  shall  not be  liable  under  this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an  Indemnified  Party  would  otherwise  be  subject by reason of such
Indemnified Party's willful  misfeasance,  bad faith, or gross negligence in the
performance of such Indemnified  Party's duties or by reason of such Indemnified
Party's reckless disregard of its obligations or duties under this Agreement, or
to the Fund, whichever is applicable.

      8.1(c).  The  Company  shall  not be  liable  under  this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have  notified  the  Company in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Company of any
such claim shall not relieve the Company from any liability which it may have to
the  Indemnified  Party  against whom such action is brought  otherwise  than on
account of this  indemnification  provision.  In case any such action is brought
against an Indemnified  Party, the Company shall be entitled to participate,  at
its own  expense,  in the  defense of such  action.  The  Company  also shall be
entitled to assume the defense thereof,  with counsel  satisfactory to the party
named in the  action  and to  settle  the  claim at its own  expense;  provided,
however, that no such settlement shall, without the Indemnified Parties' written
consent, include any factual stipulation referring to the Indemnified Parties or
their  conduct.  After  notice from the  Company to such party of the  Company's
election to assume the defense  thereof,  the  Indemnified  Party shall bear the
fees and expenses of any additional counsel retained by it, and the Company will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

      8.1(d).  The  Indemnified  Parties will promptly notify the Company of the
commencement  of any litigation or proceedings  against them in connection  with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.

8.2  INDEMNIFICATION BY THE UNDERWRITER

      8.2(a).  The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers,  the Account,  and each person,  if any,
who  controls  the  Company  within  the  meaning  of Section 15 of the 1933 Act
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 8.2)
against any and all losses, claims, damages, liabilities (including amounts paid
in  settlement  with the  written  consent  of the  Underwriter)  or  litigation
(including legal and other expenses) to which the Indemnified Parties may become
subject under any statute or regulation, at common law or otherwise,  insofar as
such losses,  claims,  damages,  liabilities  or expenses (or actions in respect
thereof) or  settlements  are related to the sale or  acquisition  of the Fund's
shares or the Contracts; and

      (i)   arise out of or are  based  upon any  untrue  statement  or  alleged
            untrue  statement of any material fact contained in the Registration
            Statement or prospectus  or SAI or sales  literature of the Fund (or
            any amendment or supplement to any of the  foregoing),  or arise out
            of or are based upon the  omission or the alleged  omission to state
            therein a material fact  required to be stated  therein or necessary
            to make the statements  therein not  misleading,  provided that this
            agreement to indemnify shall not apply as to any  Indemnified  Party
            if such statement or omission or such alleged  statement or omission
            was  made  in  reliance  upon  and in  conformity  with  information
            furnished to the  Underwriter or Fund by or on behalf of the Company
            for use in the Registration  Statement or prospectus for the Fund or
            in sales  literature  (or any amendment or  supplement) or otherwise
            for use in connection with the sale of the Contracts or Fund shares;
            or

      (ii)  arise out of or as a result of statements or representations  (other
            than  statements or  representations  contained in the  Registration
            Statement,  prospectus  or sales  literature  for the  Contracts not
            supplied by the Underwriter or persons under its control or by or on
            behalf of the Fund) or wrongful  conduct of the Fund or  Underwriter
            or  persons  under  their  control,  with  respect  to the  sale  or
            distribution of the Contracts or Fund shares; or

      (iii) arise out of any untrue  statement or alleged untrue  statement of a
            material fact contained in a Registration  Statement,  prospectus or
            sales literature covering the Contracts, or any amendment thereof or
            supplement  thereto,  or the  omission or alleged  omission to state
            therein a material fact  required to be stated  therein or necessary
            to make the statement or statements therein not misleading,  if such
            statement  or  omission  was  made  in  reliance  upon   information
            furnished to the Company by or on behalf of the  Underwriter  or the
            Fund; or

      (iv)  arise as a result of any failure by the  Underwriter  or the Fund to
            provide the  services and furnish the  materials  under the terms of
            this   Agreement   (including   a  failure  by  the  Fund,   whether
            unintentional  or in good  faith or  otherwise,  to comply  with the
            diversification  and other qualification  requirements  specified in
            Article VI of this Agreement); or

      (v)   arise  out  of  or   result   from  any   material   breach  of  any
            representation  and/or  warranty  made  by the  Underwriter  in this
            Agreement or arise out of or result from any other  material  breach
            of this Agreement by the Underwriter;

as limited by and in  accordance  with the  provisions  of  Sections  8.2(b) and
8.2(c) hereof.

      8.2(b).  The  Underwriter  shall not be liable under this  indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an  Indemnified  Party  would  otherwise  be  subject by reason of such
Indemnified Party's willful  misfeasance,  bad faith, or gross negligence in the
performance or such Indemnified  Party's duties or by reason of such Indemnified
Party's reckless  disregard of obligations and duties under this Agreement or to
the Company or the Account, whichever is applicable.

      8.2(c).  The  Underwriter  shall not be liable under this  indemnification
provision  with  respect to any claim made against an  Indemnified  Party unless
such  Indemnified  Party shall have notified the Underwriter in writing within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified  Party, the Underwriter will be entitled to participate,
at its own  expense,  in the  defense  thereof.  The  Underwriter  also shall be
entitled to assume the defense thereof,  with counsel  satisfactory to the party
named in the  action  and to  settle  the  claim at its own  expense;  provided,
however, that no such settlement shall, without the Indemnified Parties' written
consent, include any factual stipulation referring to the Indemnified Parties or
their  conduct.  After  notice  from  the  Underwriter  to  such  party  of  the
Underwriter's  election to assume the defense  thereof,  the  Indemnified  Party
shall bear the fees and expenses of any additional  counsel  retained by it, and
the  Underwriter  will not be liable to such party under this  Agreement for any
legal or other expenses  subsequently  incurred by such party  independently  in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.

      8.2(d).  The  Company  agrees  promptly to notify the  Underwriter  of the
commencement of any litigation or proceedings  against it or any of its officers
or directors  in  connection  with the issuance or sale of the  Contracts or the
operation of the Account.

8.3  INDEMNIFICATION BY THE FUND

      8.3(a).  The Fund agrees to  indemnify  and hold  harmless the Company and
each of its directors and officers,  the Account,  and each person,  if any, who
controls  the  Company  within  the  meaning  of  Section  15 of  the  1933  Act
(collectively,  the  "Indemnified  Parties"  for  purposes of this  Section 8.3)
against any and all losses, claims,  expenses,  damages,  liabilities (including
amounts paid in settlement  with the written  consent of the Fund) or litigation
(including  legal and other  expenses) to which the  Indemnified  Parties may be
required to pay or which the  Indemnified  Parties may become  subject under any
statute or  regulation,  at common  law or  otherwise,  insofar as such  losses,
claims,  expenses,  damages,  liabilities  or  expenses  (or  actions in respect
thereof) or settlements, are related to the operations of the Fund and:

      (i)   arise as a result of any failure by the Fund to provide the services
            and  furnish  the  materials  under  the  terms  of  this  Agreement
            (including  a  failure,  whether  unintentional  or in good faith or
            otherwise,   to   comply   with  the   diversification   and   other
            qualification   requirements   specified   in  Article  VI  of  this
            Agreement); or

      (ii)  arise  out  of  or   result   from  any   material   breach  of  any
            representation and/or warranty made by the Fund in this Agreement or
            arise  out of or  result  from any  other  material  breach  of this
            Agreement by the Fund;

as limited by and in  accordance  with the  provisions  of  Sections  8.3(b) and
8.3(c) hereof.

      8.3(b). The Fund shall not be liable under this indemnification  provision
with respect to any losses, claims, damages,  liabilities or litigation to which
an Indemnified  Party would  otherwise be subject by reason of such  Indemnified
Party's willful  misfeasance,  bad faith, or gross negligence in the performance
of such  Indemnified  Party's  duties or by reason of such  Indemnified  Party's
reckless  disregard of  obligations  and duties  under this  Agreement or to the
Company, the Fund, the Underwriter or the Account, whichever is applicable.

      8.3(c). The Fund shall not be liable under this indemnification  provision
with  respect  to any claim  made  against  an  Indemnified  Party  unless  such
Indemnified  Party shall have  notified the Fund in writing  within a reasonable
time after the summons or other first legal process  giving  information  of the
nature of the claim shall have been served upon such Indemnified Party (or after
such  Indemnified  Party  shall  have  received  notice of such  service  on any
designated  agent),  but  failure to notify the Fund of any such claim shall not
relieve the Fund from any liability which it may have to the  Indemnified  Party
against  whom  such  action  is  brought  otherwise  than  on  account  of  this
indemnification  provision.  In case any such  action  is  brought  against  the
Indemnified  Parties,  the Fund  will be  entitled  to  participate,  at its own
expense,  in the defense thereof.  The Fund also shall be entitled to assume the
expense thereof,  with counsel satisfactory to the party named in the action and
to  settle  the  claim  at its  own  expense;  provided,  however,  that no such
settlement shall, without the Indemnified Parties' written consent,  include any
factual stipulation referring to the Indemnified Parties or their conduct. After
notice from the Fund to such party of the Fund's  election to assume the defense
thereof,  the  Indemnified  Party  shall  bear  the  fees  and  expenses  of any
additional counsel retained by it, and the Fund will not be liable to such party
under this  Agreement for any legal or other expenses  subsequently  incurred by
such party  independently  in  connection  with the defense  thereof  other than
reasonable costs of investigation.

      8.3(d).  The Company and the Underwriter agree promptly to notify the Fund
of the  commencement  of any  litigation or proceeding  against it or any of its
respective officers or directors in connection with the Agreement,  the issuance
or  sale  of the  Contracts,  the  operation  of the  Account,  or the  sale  or
acquisition of shares of the Fund.

ARTICLE IX.  APPLICABLE LAW

  9.1 This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the State of Maryland.

  9.2 This Agreement  shall be subject to the  provisions of the 1933,  1934 and
1940 Acts, and the rules and regulations and rulings thereunder,  including such
exemptions  from  those  statutes,  rules and  regulations  as the SEC may grant
(including,  but not limited  to, any Shared  Funding  Exemptive  Order) and the
terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X.  TERMINATION

  10.1 This Agreement shall continue in full force and effect until the first to
occur of:

      (a) termination  by any party,  for any reason with respect to some or all
          Designated  Portfolios after five (5) years from the effective date of
          this Agreement, by six (6) months' advance written notice delivered to
          the other parties; or

      (b) termination  by the  Company  by  written  notice  to the Fund and the
          Underwriter based upon the Company's  determination that shares of the
          Fund are not  reasonably  available  to meet the  requirements  of the
          Contracts; or

      (c) termination  by the  Company  by  written  notice  to the Fund and the
          Underwriter  in the  event  any  of the  Portfolio's  shares  are  not
          registered,  issued or sold in accordance with applicable state and/or
          federal  law or such  law  precludes  the use of  such  shares  as the
          underlying investment media of the Contracts issued or to be issued by
          the Company; or

      (d) termination  by the  Fund or  Underwriter  in the  event  that  formal
          administrative  proceedings are instituted  against the Company by the
          NASD,  the SEC, the  Insurance  Commissioner  or like  official of any
          state or any other  regulatory  body  regarding the  Company's  duties
          under this  Agreement  or related  to the sale of the  Contracts,  the
          operation  of  any  Account,  or the  purchase  of  the  Fund  shares,
          provided, however, that the Fund or Underwriter determines in its sole
          judgment  exercised  in  good  faith,  that  any  such  administrative
          proceedings  will have a material  adverse  effect upon the ability of
          the Company to perform its obligations under this Agreement; or

      (e) termination  by the  Company in the event that  formal  administrative
          proceedings  are  instituted  against the Fund or  Underwriter  by the
          NASD, the SEC, or any state securities or insurance  department or any
          other regulatory body, provided,  however, that the Company determines
          in  its  sole  judgment   exercised  in  good  faith,  that  any  such
          administrative  proceedings  will have a material  adverse effect upon
          the  ability of the Fund or  Underwriter  to perform  its  obligations
          under this Agreement; or

      (f) termination  by the  Company  by  written  notice  to the Fund and the
          Underwriter with respect to any Designated Portfolio in the event that
          such  Portfolio  ceases to qualify as a Regulated  Investment  Company
          under  Subchapter  M or  fails  to  comply  with  the  Section  817(h)
          diversification requirements specified in Article VI hereof, or if the
          Company reasonably believes that such Portfolio may fail to so qualify
          or comply; or

      (g) termination  by the  Fund or  Underwriter  by  written  notice  to the
          Company   in  the  event   that  the   Contracts   fail  to  meet  the
          qualifications specified in Article VI hereof; or

      (h) termination by either the Fund or the Underwriter by written notice to
          the  Company,  if  either  one or both of the Fund or the  Underwriter
          respectively,  shall  determine,  in their sole judgment  exercised in
          good faith, that the Company has suffered a material adverse change in
          its business, operations,  financial condition, or prospects since the
          date  of  this  Agreement  or  is  the  subject  of  material  adverse
          publicity; or

      (i) termination  by the  Company  by  written  notice  to the Fund and the
          Underwriter,  if the Company  shall  determine,  in its sole  judgment
          exercised in good faith, that the Fund, the Adviser or the Underwriter
          has suffered a material  adverse  change in its business,  operations,
          financial  condition or prospects  since the date of this Agreement or
          is the subject of material adverse publicity; or

      (j) termination by the Underwriter by written notice to the Company,  upon
          a  termination  of the Master  Agreement  between  the Company and the
          Underwriter, or termination of the Distribution Agreement.

  10.2 EFFECT OF TERMINATION. Notwithstanding any termination of this Agreement,
the Fund and the Underwriter  shall, at the option of the Underwriter,  continue
to make  available  additional  shares  of the Fund  pursuant  to the  terms and
conditions of this Agreement,  for all Contracts in effect on the effective date
of  termination  of  this  Agreement   (hereinafter  referred  to  as  "Existing
Contracts"). Specifically, the owners of the Existing Contracts may be permitted
to reallocate  investments  in the Fund,  redeem  investments in the Fund and/or
invest in the Fund upon the making of  additional  purchase  payments  under the
Existing Contracts.  The parties agree that this Section 10.2 shall not apply to
any termination under Article VII and the effect of such Article VII termination
shall be governed by Article VII of this  Agreement.  The parties  further agree
that this Section 10.2 shall not apply to any termination  under Section 10.1(f)
or (g) of this Agreement.

  10.3 The Company  shall not redeem Fund shares  attributable  to the Contracts
(as  opposed to Fund shares  attributable  to the  Company's  assets held in the
Account)  except (i) as  necessary  to  implement  Contract  Owner  initiated or
approved  transactions,  or (ii) as required  by state  and/or  federal  laws or
regulations  or  judicial  or  other  legal  precedent  of  general  application
(hereinafter  referred to as a "Legally Required  Redemption"),  or except for a
redemption  that arises in connection with the Company's right to make additions
to,  deletions from,  substitutions  for, or combinations of the securities that
are  held  by  the  Account   (hereinafter   referred  to  as  a   "Substitution
Redemption").  Upon request,  the Company will promptly  furnish to the Fund and
the  Underwriter  the opinion of counsel for the Company (which counsel shall be
reasonably  satisfactory to the Fund and the Underwriter) to the effect that any
redemption  pursuant  to clause  (ii)  above is a Legally  Required  Redemption.
Substitution  Redemptions  will be  governed by a Master  Agreement  between the
Company,   the   Underwriter,   and  certain   affiliates  of  the  Underwriter.
Furthermore,  except in cases where  permitted under the terms of the Contracts,
the Company  shall not prevent  Contract  Owners from  allocating  payments to a
Portfolio that was otherwise  available under the Contracts without first giving
the Fund or the Underwriter 90 days notice of its intention to do so.

  10.4   Notwithstanding  any  termination  of  this  Agreement,   each  party's
obligation under Article VIII to indemnify the other parties shall survive.

ARTICLE XI.  NOTICES

  Any notice  required or permitted to be given under any  provision  other than
Article I, shall be sufficiently given when sent by registered or certified mail
to the other party at the address of such party set forth below or at such other
address  as such  party may from time to time  specify  in  writing to the other
party.

                  If to the Fund:

                           T. Rowe Price Associates, Inc.
                           100 East Pratt Street
                           Baltimore, Maryland  21202
                           Attention:  Henry H. Hopkins, Esq.

                  If to the Company:

                           Security Benefit Life Insurance Company
                           700 Harrison Street
                           Topeka, Kansas  66636
                           Attention:  Amy J. Lee, Esq.

                  If to Underwriter:

                           T. Rowe Price Investment Services
                           100 East Pratt Street
                           Baltimore, Maryland  21202
                           Attention:  Henry H. Hopkins

ARTICLE XII.  MISCELLANEOUS

  12.1 All persons  dealing  with the Fund must look  solely to the  property of
such  Fund,  and in the  case of a series  company,  the  respective  Designated
Portfolio  listed on Schedule A hereto as though such  Designated  Portfolio had
separately  contracted  with the Company and the Underwriter for the enforcement
of any claims  against  the Fund.  The  parties  agree that  neither  the Board,
officers, agents or shareholders assume any personal liability or responsibility
for obligations entered into by or on behalf of the Fund.

  12.2 Subject to the  requirements  of legal process and regulatory  authority,
each party hereto  shall treat as  confidential  the names and  addresses of the
owners  of  the  Contracts  and  all   information   reasonably   identified  as
confidential  in writing by any other party  hereto and,  except as permitted by
this  Agreement,  shall not  disclose,  disseminate  or  utilize  such names and
addresses and other confidential information without the express written consent
of the  affected  party  until such time as such  information  may come into the
public domain.

  12.3 The captions in this Agreement are included for  convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.

  12.4  This   Agreement  may  be  executed   simultaneously   in  two  or  more
counterparts,  each of which taken  together  shall  constitute one and the same
instrument.

  12.5 If any  provision  of this  Agreement  shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

  12.6  Each  party  hereto  shall  cooperate  with  each  other  party  and all
appropriate  governmental authorities (including without limitation the SEC, the
NASD,  and  state  insurance  regulators)  and  shall  permit  such  authorities
reasonable  access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions  contemplated  hereby.
Notwithstanding  the  generality  of the  foregoing,  each party hereto  further
agrees to furnish the Kansas  Insurance  Commissioner  with any  information  or
reports in connection  with services  provided under this  Agreement  which such
Commissioner  may request in order to  ascertain  whether the  variable  annuity
operations of the Company are being  conducted in a manner  consistent  with the
Kansas variable  annuity laws and  regulations  and any other  applicable law or
regulations.

  12.7 The rights,  remedies and  obligations  contained in this  Agreement  are
cumulative and are in addition to any and all rights, remedies, and obligations,
at law or in equity,  which the parties  hereto are  entitled to under state and
federal laws.

  12.8 This Agreement or any of the rights and obligations  hereunder may not be
assigned by any party without the prior written consent of all parties hereto.

  12.9 The term  "affiliated  person" as used in this Agreement shall be defined
as provided in Section 2(a)(3) of the 1940 Act.

  IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and
its seal to be hereunder affixed hereto as of the date specified below.

COMPANY:                          SECURITY BENEFIT LIFE INSURANCE COMPANY

                                  By its authorized officer

                                  By:    JAMES R. SCHMANK
                                         -----------------------------------
                                         James R. Schmank
                                  Title: VICE PRESIDENT
                                  Date:  JUNE 20, 1995

FUND:                             T. ROWE PRICE FIXED INCOME SERIES, INC.

                                  By its authorized officer

                                  By:    JAMES S. RIEPE
                                         -----------------------------------
                                         James S. Riepe
                                  Title: VICE PRESIDENT
                                  Date:  JUNE 20, 1995

FUND:                             T. ROWE PRICE EQUITY INCOME SERIES, INC.

                                  By its authorized officer

                                  By:    JAMES S. RIEPE
                                         -----------------------------------
                                         James S. Riepe
                                  Title: VICE PRESIDENT
                                  Date:  JUNE 20, 1995

FUND:                             T. ROWE PRICE INTERNATIONAL SERIES, INC.

                                  By its authorized officer

                                  By:    JAMES S. RIEPE
                                         ---------------------------------
                                         James S. Riepe
                                  Title: VICE PRESIDENT
                                  Date:  JUNE 20, 1995

UNDERWRITER:                      T. ROWE PRICE INVESTMENT SERVICES, INC.

                                  By its authorized officer

                                  By:    NANCY M. MORRIS
                                         ---------------------------------
                                         Nancy M. Morris
                                  Title: VICE PRESIDENT
                                  Date:  JUNE 20, 1995



                                   SCHEDULE A

NAME OF             CONTRACTS FUNDED    DESIGNATED PORTFOLIOS
SEPARATE            BY
ACCOUNT             SEPARATE ACCOUNT
and DATE
ESTABLISHED
BY BOARD OF
DIRECTORS

T. Rowe Price       T. Rowe Price       T. ROWE PRICE EQUITY SERIES, INC.
Variable Annuity    No-Load Variable        *   T. Rowe Price New America Growth
Account,            Annuity                     Portfolio
March 28, 1994
                                            *   T. Rowe Price Equity Income
                                                Portfolio

                                            *   T. Rowe Price Personal Strategy
                                                Balanced Portfolio

                                            *   T. Rowe Price Mid-Cap Growth
                                                Portfolio

                                        T. ROWE PRICE FIXED INCOME SERIES, INC.
                                            *   T. Rowe Price Limited-Term Bond
                                                Portfolio

                                            *   T. Rowe Price Prime Reserve
                                                Portfolio

                                        T. ROWE PRICE INTERNATIONAL SERIES, INC.

                                            *   T. Rowe Price International
                                                Stock Portfolio

AMENDED as of the 2nd day of January, 1997

COMPANY:                                SECURITY BENEFIT LIFE INSURANCE COMPANY

                                        By its authorized officer

                                        By:         BRANDT BROCK
                                             -----------------------------------
                                                    Brandt Brock
                                        Title: Vice President
                                        Date:  January 2, 1997

FUND:                                   T. ROWE PRICE FIXED INCOME SERIES, INC.

                                        By its authorized officer

                                        By:         HENRY H. HOPKINS
                                           -------------------------------------
                                                    Henry H. Hopkins
                                        Title: Vice President
                                        Date:  January 2, 1997

FUND:                                   T. ROWE PRICE EQUITY INCOME SERIES, INC.

                                        By its authorized officer

                                        By:         HENRY H. HOPKINS
                                           -------------------------------------
                                                    Henry H. Hopkins
                                        Title: Vice President
                                        Date:  January 2, 1997

FUND:                                   T. ROWE PRICE INTERNATIONAL SERIES, INC.

                                        By its authorized officer

                                        By:         HENRY H. HOPKINS
                                           -------------------------------------
                                                    Henry H. Hopkins
                                        Title: Vice President
                                        Date:  January 2, 1997

UNDERWRITER:                            T. ROWE PRICE INVESTMENT SERVICES, INC.

                                        By its authorized officer

                                        By:         DARRELL N. BRAMAN
                                           -------------------------------------
                                                    Darrell N. Braman
                                        Title: Vice President
                                        Date:  January 2, 1997


                                   SCHEDULE A

Name of Separate
Account and
DATE ESTABLISHED          Contracts Funded by
BY BOARD OF DIRECTORS     SEPARATE ACCOUNT       DESIGNATED PORTFOLIOS
---------------------     --------------------   ---------------------

T. Rowe Price Variable    T. Rowe Price No-Load  T. ROWE PRICE EQUITY SERIES, INC
Account, March 28, 1994   Variable Annuity       ---------------------------------

                          T. Rowe Price No-Load     T. Rowe Price New
                          Immediate Variable        America Growth Portfolio
                          Annuity

                                                    T. Rowe Price Equity Income
                                                    Portfolio

                                                    T. Rowe Price Personal
                                                    Strategy Balanced Portfolio

                                                    T. Rowe Price Mid-Cap Growth
                                                    Portfolio

                                                    T. Rowe Price Blue-Chip
                                                    Growth Portfolio

                                                    T. Rowe Price Health Sciences
                                                    Portfolio

                                                    T. Rowe  Price  Equity  Index
                                                    500 Growth Portfolio

                                                 T. ROWE PRICE FIXED INCOME SERIES, INC.
                                                 ---------------------------------------

                                                    T. Rowe Price Limited-Term
                                                    Bond Portfolio

                                                    T. Rowe Price Prime Reserve
                                                    Portfolio

                                                 T. ROWE PRICE INTERNATIONAL SERIES, INC.
                                                 ----------------------------------------

                                                    T. Rowe Price International
                                                    Stock Portfolio

Schedule A, AMENDED as of the 1st day of February, 2001.



IN WITNESS  WHEREOF,  Security  Benefit Life  Insurance  Company,  T. Rowe Price
Investment Services,  Inc. and the undersigned Fund hereby amend this Schedule A
in accordance with the  Participation  Agreement made and entered into as of the
25th day of April 1995.

COMPANY:        SECURITY BENEFIT LIFE INSURANCE COMPANY

                By its authorized officer

                By: AMY J. LEE
                   ---------------------------------------

                Title: Vice President

                Date:  February 1, 2001


FUND:           T. ROWE PRICE EQUITY INCOME SERIES, INC.

                By its authorized officer

                By:  HENRY HOPKINS
                   ----------------------------------------

                Title: Vice President

                Date:  February 1, 2001


UNDERWRITER:    T. ROWE PRICE INVESTMENT SERVICES, INC.

                By its authorized officer

                By:  DARREL M. BRAMAN
                   ---------------------------------------

                Title: Vice President

                Date:  February 1, 2001