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MASTER AGREEMENT

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X. XXXX PRICE INVESTMENT SERVICES, INC.,

X. XXXX PRICE ASSOCIATES, INC.,

AND

FIRST SECURITY BENEFIT LIFE INSURANCE

AND ANNUITY COMPANY OF NEW YORK

THIS AGREEMENT is made as of the 11th day of October, 1995 by and
among X. XXXX PRICE INVESTMENT SERVICES, INC. ("INVESTMENT SERVICES"), X. XXXX
PRICE ASSOCIATES, INC. ("PRICE ASSOCIATES"), both Maryland corporations with
principal offices at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and FIRST
SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK ("SECURITY
BENEFIT"), a New York insurance company with principal offices at 00 Xxxx Xxx
Xxx Xxxx, Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxx 00000.

WITNESSETH:

WHEREAS, Security Benefit is a stock life insurance and annuity
company authorized to conduct an insurance business in the State of New York;

WHEREAS, Security Benefit issues, among other things, variable
insurance products;

WHEREAS, Investment Services markets various investment products;

WHEREAS, Price Associates is the parent company of Investment
Services;

WHEREAS, the parties are desirous of entering into a relationship
whereby Investment Services will market and distribute a variable annuity
product to be issued by the Security Benefit;

WHEREAS, this Agreement is intended to serve as the framework for
setting forth certain rights, responsibilities and obligations of the parties;

WHEREAS, at or about the same time as entering into this
Agreement, Security Benefit will enter into a Distribution Agreement with
Investment Services, a Participation Agreement with Investment Services and the
Funds, and an Insurance Agency Agreement ("AGENCY AGREEMENT") with X. Xxxx Price
Insurance Agency, Inc. ("AGENCY"); and

WHEREAS, this Agreement together with the Distribution Agreement,
the Participation Agreement, and the Agency Agreement are intended to serve as
the framework for setting forth the various rights, responsibilities and
obligations of the parties vis-a-vis one another with respect to the overall
relationship;

NOW THEREFORE, it is agreed as follows:

ARTICLE 1
ADDITIONAL DEFINITIONS

1.1 AFFILIATE -- With respect to a party, any person controlling,
controlled by, or under common control with, such party, but shall not include a
Fund or Fund Series.

1.2 CONTRACTS -- The variable annuity products developed by the parties
in accordance with Article 2, which shall consist of the variable annuity
products identified on SCHEDULE 1 to this Agreement as of the Effective Date and
any class of variable insurance products that may be added to SCHEDULE 1 from
time to time in accordance with Article 2 of this Agreement. For this purpose
and under this Agreement generally, the phrase a "class of Contracts" shall mean
those Contracts: (i) issued by Security Benefit on the same contract form (but
allowing for state variations) with the same benefits, features and charges
distinguishing such class and reflected on the schedule pages included therein;
(ii) providing for investment in the same Subaccounts which in turn invest in
the same Funds; and (iii) covered by the same Registration Statement.

1.3 DISTRIBUTOR -- The same meaning as provided in the Distribution
Agreement.

1.4 EFFECTIVE DATE -- The date as of which this Agreement is executed.

1.5 FUND AND FUND SERIES -- An investment company or series thereof
serving as a funding medium for the Contracts or a class thereof, which shall
include those Funds and Fund Series named on SCHEDULE 2 to this Agreement as of
the Effective Date, and any other investment company or series thereof that may
be added to SCHEDULE 2 from time to time in accordance with Article 2 of this
Agreement.

1.6 GENERAL ACCOUNT -- The assets of Security Benefit other than those
allocated to a separate account.

1.7 ICA-40 -- The federal Investment Company Act of 1940, as amended.
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1.8 INSURANCE COMMISSION -- The appropriate agency charged with
regulating insurance activities in New York State.

1.9 PROSPECTUS -- Unless the context otherwise requires, the prospectus
and statement of additional information, if any, included in a Registration
Statement or the definitive form thereof for any class of Contracts, including
any supplement thereto, as filed with the SEC under SA-33.

1.10 REGISTRATION STATEMENT -- Unless the context otherwise requires, a
registration statement or amendment thereto for a class of Contracts filed with
the SEC under SA-33.

1.11 RELATED AGREEMENT(S) -- The Distribution Agreement, the
Participation Agreement, and the Agency Agreement including the schedules to
each, as such Agreements and schedules may be amended from time to time.

1.12 SA-33 -- The Securities Act of 1933, as amended.
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1.13 SEC -- The Securities and Exchange Commission.

1.14 SECURITIES COMMISSION -- The appropriate agency charged with
regulating securities activities in New York State, but not the SEC.

1.15 SEPARATE ACCOUNT -- Each separate account of Security Benefit
supporting a class of Contracts, which shall consist of the separate accounts
named or otherwise identified on SCHEDULE 3 to this Agreement as of the
Effective Date, and any other separate account of Security Benefit that may be
added to SCHEDULE 3 from time to time in accordance with Article 2 of this
Agreement.

1.16 SUBACCOUNT -- A sub-division of the Separate Account available
under a class of Contracts, which shall include those subaccounts named or
otherwise identified on SCHEDULE 3 to this Agreement as of the Effective Date,
and any other subaccount that may be added to SCHEDULE 3 from time to time in
accordance with Article 2 of this Agreement.

ARTICLE 2
PRODUCT DESIGN AND PRODUCT DEVELOPMENT

2.1 SCOPE. The parties intend that this Agreement shall govern certain
aspects of their relationship with respect to the development, administration
and offering of one or more classes of Contracts, to be marketed and distributed
by Investment Services or other Distributors and to be issued, underwritten and
administered by Security Benefit. Nothing contained in this Agreement creates
the relationship of employer-employee, joint venture, partnership or association
between Security Benefit on the one hand and Investment Services and Price
Associates on the other hand.

2.2 EXCLUSIVITY.

(a) Until May 1, 1999, neither Security Benefit, nor an Affiliate
thereof, shall commence, proceed with or finalize discussions or
negotiations with any mutual fund or brokerage complex, or any Affiliate
thereof, set forth on SCHEDULE 4 (the "SCHEDULE 4 COMPANIES") regarding
the development, registration or distribution of any variable annuity or
variable life insurance product without the prior written consent of
Investment Services. Until May 1, 1999, neither Investment Services nor
any Affiliate thereof shall commence, proceed with or finalize any
discussions or negotiations with any insurance company which is not
Security Benefit or an Affiliate thereof regarding the development,
registration or distribution in New York of any variable annuity product
without the prior written consent of Security Benefit. In the event
that, prior to May 1, 1999, Investment Services determines to enter into
an agreement for the development, registration or distribution in New
York of any variable life insurance product for distribution by
Investment Services, Investment Services will consider Security Benefit,
or an Affiliate thereof, for such product; provided that Investment
Services shall not be prohibited from entering into such an agreement
with any other party.

(b) Nothing in this Agreement shall prohibit:

(i) Funds managed by Price Associates or Xxxx
Xxxxx-Xxxxxxx International, Inc. ("XXXX
XXXXX-XXXXXXX") or their respective Affiliates from
entering into agreements with insurance companies
other than Security Benefit to act as investment
vehicles for such companies' separate accounts; or

(ii) Price Associates, Xxxx Xxxxx-Xxxxxxx or their
respective Affiliates from providing investment
advisory services to insurance companies other than
Security Benefit, as a sub-adviser or otherwise,
with respect to such companies' variable insurance
products; or

(iii) Security Benefit, or an Affiliate thereof, from
entering into a participation agreement with a fund
established or operated by a Schedule 4 Company, to
act as a funding vehicle for a variable insurance
product established or operated by Security
Benefit, or an Affiliate thereof, provided that
such variable insurance product is marketed and/or
distributed by Security Benefit or an Affiliate
thereof; or

(iv) Security Benefit, or an Affiliate thereof, from
entering into an agreement with a Schedule 4
Company for the provision of investment advisory
services to an underlying investment vehicle of a
variable insurance product established or operated
by Security Benefit or an Affiliate thereof,
provided that such variable insurance product is
marketed and/or distributed by Security Benefit, or
an Affiliate thereof.

2.3 PRODUCT DESIGN. The first class of Contracts shall contain the
features indicated in SCHEDULE 5 and Sections 2.5 and 2.6, provided that such
features are not inconsistent with the features described in the initial
Registration Statement filed with the SEC and declared effective on or prior to
the Effective Date and as provided in the Contract filed as an exhibit thereto.
Security Benefit and Investment Services shall consult in good faith with each
other in connection with the development of any subsequent class of Contract
with respect to the parameters set forth in Sections 2.5 and 2.6, and the
desired features and benefits for each class of Contracts. The features and
benefits may include, among others:

(a) minimum and maximum initial and subsequent premium
payments and premium payment plans;

(b) premium payment allocations, including limits thereon;

(c) transfers among Subaccounts, including transfers made in
connection with various asset rebalancing and dollar cost
averaging programs, and limits thereon and charges
therefor;

(d) full and partial withdrawals, including limits and charges
thereon;

(e) minimum guaranteed death benefits;

(f) annuity options and modes, including any such options or
modes that Security Benefit has available, and partial
annuitization;

(g) overall limits on charges and expenses, and any limits on
allocations thereof to subaccounts;

(h) funding media underlying the Subaccounts; and

(i) availability of a General Account option and terms and
conditions thereof.

Security Benefit shall be responsible for creating one or more Contract
forms, as appropriate for the states or jurisdictions agreed upon for the
marketing of the Contracts.

2.4 GEOGRAPHIC SCOPE OF MARKETING. Unless otherwise agreed in writing,
Security Benefit shall use its best efforts to make the Contracts available for
issuance in the State of New York. Security Benefit, recognizing the business
needs of Investment Services, will use its best efforts, as appropriate, to make
the Contracts available as promptly as practicable in New York. It is understood
that Security Benefit will make all reasonable efforts to have the Contracts
approved, filed or otherwise cleared in New York so that the Contracts can be
offered no later than the third quarter of 1995.

2.5 SPECIFIC PARAMETERS. The specific parameters to be reflected in the
first class of Contracts and to be considered in the development of any
subsequent class of Contracts include the following:

(A) PREMIUM TAX. Assessments of a premium tax against a Contract
only upon annuitization, surrender or death, and not against premium
payments when accepted by Security Benefit; except that Security Benefit
may reserve the right to deduct premium taxes at any time;

(B) RESERVATION OF RIGHTS. That any right to restrict, terminate,
or otherwise limit transfer, premium payment allocation, or partial
withdrawal privileges, or to impose charges therefor, to deduct premium
tax assessments, or to impose or increase other expenses or charges
related to such Contracts and reserved by Security Benefit may not be
exercised without the written consent of Investment Services and without
first having made appropriate modifications to applicable Contract
forms, Registration Statements and Prospectuses;

(C) ANNUITY OPTIONS. The annuity options available shall be
similar in kind and number to those offered by competitors and include
any annuity options that Security Benefit or its Affiliates have
available, and any change or amendment to the assumed interest rate used
in connection with such annuity options from that used in the first
class of Contracts may be made only with the written consent of
Investment Services; and

(D) GENERAL ACCOUNT. The General Account option shall be designed
and offered in a manner that will qualify the interests therein for the
exclusion provided by Section 3(a)(8) of SA-33. The General Account
option shall offer rates of interest determined, under normal
circumstances, in accordance with Security Benefit's normal interest
rate crediting procedures set forth in SCHEDULE 6 to this Agreement.
Security Benefit shall consult with Investment Services in advance with
respect to the General Account's current interest rates to be declared,
and the views of Investment Services shall be reasonably considered in
the establishment of such rates; provided that the determination of the
current rate to be credited shall be made by Security Benefit. Security
Benefit and Investment Services have determined to use interest rate
crediting procedures that maintain sufficient liquidity in the General
Account to allow exchanges from such Account to any Subaccount pursuant
to the dollar cost averaging and asset rebalancing options. Security
Benefit and Investment Services agree that in the event that short-term
rates fall to a level such that it is difficult to maintain the
contractually guaranteed minimum interest rate of three (3) percent that
must be credited on the General Account, the parties hereto shall in
good faith enter into discussions with a view to changing the interest
rate crediting procedures, or taking other steps to allow Security
Benefit to support the contractually guaranteed interest rate, which
steps may include requiring the dollar cost averaging from the General
Account be implemented over a minimum period of time in excess of the
one-year period currently required.

2.6 SECTION 403(B) PLANS. Security Benefit has informed Investment
Services of its profitability concerns if the Contracts are used to fund plans
under Section 403(b) of the Internal Revenue Code of 1986, as amended ("403(b)
Plans"). As a result, Security Benefit reserves the right to cease offering the
first class of Contracts in connection with 403(b) Plans and to create a
separate contract for 403(b) Plans with different specifications than those of
the Contracts. Security Benefit shall consult with Investment Services prior to
creating such separate contracts and take such action only after obtaining
Investment Services' written consent, which shall not be unreasonably withheld.
Once such separate contracts are available, Investment Services will no longer
offer the first class of Contracts to fund 403(b) Plans; provided, however, that
403(b) Plans to which the Contracts have been offered prior to the creation of
such separate contracts may continue to offer the Contracts. Security Benefit
shall assist Investment Services in understanding its approach to marketing,
administering and processing 403(b) Plans.

2.7 CHANGES IN OR RELATING TO A CONTRACT FORM. After the initial
Registration Statement for a class of Contracts has been declared effective by
the SEC, the parties from time to time may mutually agree upon a material change
in the terms and provisions of a Contract form(s) for such class or an amendment
or rider to such Contract form(s). Except to the extent necessary to comply with
applicable laws, rules, regulations or orders, or to accommodate the termination
of a Fund or Fund Series pursuant to a decision of that Fund's management,
Security Benefit shall not change unilaterally in any material respect the terms
and provisions of a Contract form for a class of Contracts, including, but not
limited to, a change in the variable information included in schedule pages
distinguishing such class of Contracts, or a change in the Separate Account or
Subaccounts thereof designated to support such Contract or any Fund or other
funding media underlying any Subaccount, or make any amendment or rider to such
Contract form whatsoever, without first obtaining Investment Services' written
consent thereto, which shall not be unreasonably withheld. Any such change
agreed upon or consented to in accordance with this Section shall be reflected
on the Schedules to this Agreement, to the extent appropriate, in accordance
with the provisions of Section 2.9.

2.8 CHANGES RELATING TO OUTSTANDING CONTRACTS OR RELATED SEPARATE
ACCOUNTS, SUBACCOUNTS AND FUNDS. After a Contract has been issued and is
outstanding, Security Benefit shall not make any material change unilaterally to
such Contract or the class of Contracts including such Contract or to the
Separate Account or Subaccounts supporting such Contract or class, including,
but not limited to, reinsuring such Contract or such class with another insurer,
transferring a Separate Account or Subaccount to another insurer, substituting a
Fund or Fund Series or terminating investment therein, or adding new funding
media, without first giving Investment Services the opportunity to review such
change and obtaining Investment Services' written consent thereto, which shall
not be unreasonably withheld, except to the extent necessary to comply with
applicable laws, rules, regulations or orders, or to accommodate the termination
of a Fund or Fund Series pursuant to a decision of that Fund's management.
Notwithstanding the above, Security Benefit will not substitute a Fund or Fund
Series or terminate investment therein without the consent of Investment
Services and Price Associates unless it is necessary for the best interests of
Contract owners in all states in which the Contracts are held, the continuation
of such option would cause undue risk to Security Benefit, and Investment
Services and Price Associates shall have received an opinion from counsel,
acceptable to them, that the substitution or termination is in the best
interests of Contract owners in all states in which the Contracts are held and
the continuation of such option would cause undue risk to Security Benefit. Any
such change implemented in accordance with this Section shall be reflected on
the Schedules to this Agreement, to the extent appropriate, in accordance with
the provisions of Section 2.9.

2.9 SCHEDULES. The Schedules as in effect on the Effective Date provide
particular information concerning the class of Contracts agreed upon as of such
Date. When the parties agree upon the features and benefits of another class of
Contracts, or agree upon any change pursuant to Section 2.7 or 2.8, the
Schedules may be amended and updated and signed by the parties to reflect such
changes, to the extent appropriate. The provisions of this Agreement shall be
equally applicable to each such added class of Contracts, Separate Account(s)
and Subaccounts supporting such Contracts and Funds and Fund Series, unless the
context otherwise requires. With respect to SCHEDULE 7, Security Benefit shall
update such Schedule promptly or otherwise notify Investment Services in writing
of any changes to such Schedule.

ARTICLE 3
REGISTRATION, DISTRIBUTION AND ADMINISTRATION
OF THE CONTRACTS

3.1 REGISTRATION, FILINGS AND APPROVALS RELATING TO THE CONTRACTS.

(a) Security Benefit shall be solely responsible for developing
and preparing all necessary Contract forms and related applications,
Registration Statements, Prospectuses and other documents in the usual
form, and for establishing the appropriate Separate Accounts and
Subaccounts to support the Contracts and invest in the designated Funds.
Security Benefit may establish more than one Separate Account for this
purpose; however, no variable insurance products other than the
Contracts shall be issued through a Separate Account, nor shall the
Funds be made available to any other variable insurance products issued
by Security Benefit, if any, without Investment Services' prior written
consent. Each Separate Account shall be established in accordance with
applicable state law.

(b) Security Benefit shall be responsible for filing all such
Contract forms, applications, Registration Statements, Prospectuses and
other documents with the SEC and applicable Securities Commissions.

(c) Security Benefit shall be responsible for filing all such
Contract forms, applications and other documents relating to the
Contracts and/or the Separate Accounts, as required or customary, with
Insurance Commissions. Security Benefit shall be responsible for one
year from the effective date of this Agreement for informing Investment
Services of any states or jurisdictions requiring the registration of a
Fund or Fund Series with a regulatory body of such state or
jurisdiction.

(d) Security Benefit shall be responsible for filing amendments
to such Contract forms, applications, Registration Statements,
Prospectuses and other documents to the extent appropriate or required
by applicable law.

3.2 REGISTRATIONS, FILINGS AND APPROVALS RELATING TO THE FUNDS

(a) Investment Services shall be responsible for establishing any
Fund or Fund Series selected as a funding medium for a class of
Contracts, to the extent such Fund or Fund Series is not otherwise
established or maintained by another person.

(b) With respect to each Fund or Fund Series for which Investment
Services is responsible pursuant to paragraph (a) hereof, Investment
Services shall be responsible for filing all initial registration
statements, applications, prospectuses and other documents for the Fund
and its shares with the SEC and Securities Commission, it being
understood that, once a Fund has been established and has begun to offer
its shares to investors, such Fund shall thereafter be responsible for
its own operations and compliance with applicable requirements.

3.3 DISTRIBUTION. The Contracts shall be distributed solely through
Investment Services, any Affiliate thereof, or a Distributor, pursuant to the
Distribution Agreement. Investment Services and its Affiliates shall develop,
implement and manage the marketing programs for the Contracts, including, but
not limited to, the operation of the Investment Services telesales center(s).

3.4 AGENT LICENSING.

(a) Licensing of insurance agents to solicit applications for the
Contracts shall be governed by the Agency Agreement.

(b) Security Benefit shall be responsible for compliance with
applicable insurance laws governing agent appointment of all persons
including persons associated with Investment Services or an Affiliate
thereof, or a Distributor, engaged in the sale or solicitation of the
Contracts. Security Benefit shall provide such persons with an Agent and
Administration Manual ("MANUAL"), substantially in the form attached
hereto as EXHIBIT A. Security Benefit shall inform Investment Services
of any applicable insurance rules and regulations of which it becomes
aware and which it has reason to believe Investment Services is not
aware.

3.5 CONTRACT AND SEPARATE ACCOUNT ADMINISTRATION

(a) Security Benefit shall be responsible for the insurance
underwriting, issuance, service, and administration of the Contracts and
for the administration of the Separate Accounts, including, without
limitation, maintenance of a toll-free telephone service center, such
function to be performed in all respects at a level commensurate with
those standards prevailing in the variable insurance industry. Security
Benefit has developed procedures for performing such underwriting,
issuing, servicing and administrative functions, which procedures are
set forth in the Manual. Security Benefit shall not materially amend or
supplement the Manual or adopt or implement any other administrative
rules, procedures or systems without first giving Investment Services an
opportunity to review any such material and obtaining Investment
Services' written consent.

(b) Nothing in this Section 3.5 shall relieve Security Benefit of
its duty, or otherwise diminish such duty, to perform its obligations
under this Agreement, nor shall this Section relieve Security Benefit of
its liabilities, or otherwise diminish such liabilities, for its failure
to perform its obligations under this Agreement.

ARTICLE 4
COMPENSATION AND EXPENSES

4.1 COMPENSATION FOR SECURITY BENEFIT. Unless the parties otherwise
agree in writing, the sole source of compensation for Security Benefit for
carrying out its responsibilities and obligations assumed under this Agreement
or the Related Agreements shall be the revenues derived from the charges
deducted in connection with the Contracts.

4.2 COMPENSATION FOR INVESTMENT SERVICES Unless the parties otherwise
agree in writing, Investment Services shall receive no compensation for carrying
out its responsibilities and obligations assumed under this Agreement.

4.3 COMPENSATION FOR INVESTMENT ADVISORY SERVICES. Price Associates
and/or Xxxx Xxxxx-Xxxxxxx have executed investment management agreements with
the Funds specified on SCHEDULE 2 as of the Effective Date. Security Benefit,
other than as a shareholder, bears no responsibility in any respect for payment
of investment advisory services to the Funds.

4.4 COMPENSATION FOR AGENCY, INC. Agency, an affiliate of Investment
Services, shall enter into an Agency Agreement with Security Benefit and shall
receive the compensation provided for therein, if any, subject to any amendment
to such agreement mutually agreed to by the parties thereto.

4.5 COMPENSATION FOR THE DISTRIBUTORS. Investment Services may enter
into sales agreements with Distributors under the terms specified in the
Distribution Agreement. Investment Services and the Agency shall be solely
responsible for the payment of compensation to the Distributors, if any, for
solicitation activities relating to the Contracts.

4.6 SEEDING OF FUNDS AND FUND SERIES. Investment Services or an
Affiliate thereof shall be responsible for providing seed capital for any Fund
or Fund Series for whose establishment it is responsible under Section 3.2(a).

4.7 OTHER INVESTMENT VEHICLES OF SEPARATE ACCOUNTS OF SECURITY BENEFIT.
In the event that Security Benefit or an Affiliate thereof is seeking an
unaffiliated investment manager for any mutual funds serving as investment
vehicles for other separate accounts established and operated by Security
Benefit or such Affiliate, Security Benefit will consider the appointment of
Price Associates or Xxxx Xxxxx-Xxxxxxx, or an Affiliate of the foregoing, as a
sub-adviser for such funds, or, in the alternative, to enter into a
participation agreement with a fund managed by any of the foregoing; provided
that Security Benefit believes, in its sole discretion, that Price Associates or
Xxxx Xxxxx-Xxxxxxx meets the criteria and standards, including marketing
standards, that the Company employs for selecting investment managers for such
mutual funds, and provided further that Security Benefit shall not be prohibited
from providing such recommendation of, or entering into an agreement with, any
other party.

4.8 EXPENSES. Except as otherwise provided herein and in the Related
Agreements, or in SCHEDULE 7 to this Agreement, each party shall bear the
expenses it incurs in carrying out its responsibilities and obligations assumed
under this Agreement or the Related Agreements.

ARTICLE 5
ADDITIONAL RESPONSIBILITIES AND OBLIGATIONS

5.1 RESOURCES. Security Benefit and Investment Services shall each
allocate sufficient technical support, human resources and all other resources
reasonably necessary to carry out their respective responsibilities and
obligations assumed under this Agreement and the related Agreements in a timely
manner.

5.2 DUE DILIGENCE. Each party shall provide the other parties access to
such of its records, officers and employees at reasonable times as is necessary
to enable the parties to fulfill their obligations under this Agreement and any
Related Agreements and applicable law.

5.3 EXCHANGES AND REPLACEMENTS.

(A) SECURITY BENEFIT. During the term of this Agreement and
subject to Sections 9.1 and 9.3 hereof, neither Security Benefit nor any
of its Affiliates shall knowingly induce or cause, or attempt to induce
or cause, directly or indirectly, any Contract owner to lapse,
terminate, surrender, exchange or cancel his or her Contract, or to
cease or discontinue making premium payments thereunder except where
such act or attempt to cause a lapse, termination, surrender, exchange
or cancellation is in response to an enactment of federal or state
legislation, order or decision of any court or regulatory body,
administrative agency, or any other governmental instrumentality, a
change in circumstances which makes the Contracts or insurance contracts
of that type (E.G., annuity contracts or life insurance policies) an
unsuitable investment for existing Contract owners, or is in response to
any event or occurrence which results or is likely to result in material
adverse publicity pertaining to any party to this Agreement.

(B) INVESTMENT SERVICES. Unless the parties otherwise agree in
writing, during the term of this Agreement and subject to Sections 9.1
and 9.2 hereof, neither Investment Services nor any of its Affiliates
shall execute a program to induce or cause, or attempt to induce or
cause, directly or indirectly, all or substantially all Contract owners
of a class of Contracts to lapse, terminate, surrender, exchange or
cancel their Contracts, or to cease or discontinue making premium
payments thereunder except where such lapse, termination, surrender,
exchange or cancellation is in response to an enactment of federal or
state legislation, order or decision of any court or regulatory body,
administrative agency, or any other governmental instrumentality, a
change in circumstances which makes the contracts or insurance contracts
of that type (E.G., annuity contracts of life insurance policies) an
unsuitable investment for existing Contract owners, is in response to
any event or occurrence which results or is likely to result in material
adverse publicity pertaining to any party to this Agreement, or is in
response to normal marketing activities or practices of Investment
Services or its Affiliates.

5.4 SERVICE AND QUALITY STANDARDS. Security Benefit and Investment
Services have agreed to implement certain additional service and quality
standards as set forth in EXHIBIT B, which may be amended from time to time.

ARTICLE 6
PROPRIETARY MATTERS

6.1 TRADEMARKS

(A) X. XXXX PRICE LICENSED MARKS. Investment Services is a wholly
owned subsidiary of Price Associates, which acts as the investment
adviser to a number of registered investment companies (such investment
companies, Investment Services, Xxxx Xxxxx-Xxxxxxx and Price Associates
being referred to herein as the "X. Xxxx Price Family"). Investment
Services acts as principal underwriter for each registered investment
company in the X. Xxxx Price Family, including X. Xxxx Price Equity
Series, Inc., X. Xxxx Price International Series, Inc. and X. Xxxx Price
Fixed Income Series, Inc., the underlying investment media for the
Contracts. Entities in the X. Xxxx Price Family own all right, title and
interest in and to the names, trademarks and service marks "X. Xxxx
Price," "Invest with Confidence," "Tele Access," "X. Xxxx Price Variable
Annuity Analyzer," "Variable Annuity Analyzer," and the "Bighorn Sheep"
logo in the style shown in EXHIBIT C attached hereto, and any other
names, trademarks, service marks or logos later specified by Investment
Services or Price Associates (the "X. XXXX PRICE LICENSED MARKS" or the
"LICENSOR'S LICENSED MARKS"). Entities within the X. Xxxx Price Family
use the X. Xxxx Price licensed marks pursuant to various agreements with
one another. Investment Services and Price Associates hereby grant to
Security Benefit a non-exclusive license to use the X. Xxxx Price
licensed marks in connection with its performance of the services
contemplated under this Agreement and the Related Agreements, subject to
the terms and conditions set forth in paragraph (c) hereof.

(B) SECURITY BENEFIT LICENSED MARKS. Security Benefit or its
Affiliates are the owners of all right, title and interest in and to the
name, trademark and service xxxx "Security Benefit" used in connection
with the sale and promotion of financial and insurance products and any
other names, trademarks, service marks or logos later specified by
Security Benefit (the "SECURITY BENEFIT LICENSED MARKS" or the
"LICENSOR'S LICENSED MARKS"). Security Benefit hereby grants to
Investment Services, Price Associates and their Affiliates a
non-exclusive license to use the Security Benefit licensed marks in
connection with their performance of the services contemplated by this
Agreement and the Related Agreements, subject to the terms and
conditions set forth in paragraph (c) hereof.

(I) TERM. The grant of license by Investment Services and
Security Benefit (each, a "LICENSOR") to the other and Affiliates
thereof (the "LICENSEES") shall terminate automatically when the
Contracts shall cease to be outstanding or invested in a Fund or
Fund Series or sooner upon termination by the licensor, unless
otherwise agreed in writing by the parties. Upon automatic
termination, every licensee shall cease to use a licensor's
licensed marks. Upon Investment Services' termination of the
grant of license, Security Benefit shall immediately cease to
issue new annuity contracts or life insurance contracts or
service existing Contracts under any of the Investment Services
licensed marks, and shall likewise cease any activity which
suggests that it has any right under any of the Investment
Services licensed marks or that it has any association with
Investment Services or an Affiliate thereof in connection with
any such contracts. Similarly, upon Security Benefit's
termination of the grant of license, Investment Services shall
immediately cease to distribute new annuity contracts or life
insurance contracts or promotional, sales or advertising material
relating to any such contract under the Security Benefit licensed
marks and shall likewise cease any activity which suggests that
it has any right under the Security Benefit licensed marks or
that it has any association with Security Benefit or an Affiliate
thereof in connection with any such contracts.

(II) PRE-RELEASE APPROVAL OF TRADEMARK-BEARING MATERIALS.
In addition to any pre-release approvals that may be required
under a Related Agreement or a participation agreement, a
licensee shall obtain the prior written approval of the licensor
for the public release by such licensee of any materials bearing
the licensor's licensed marks. Such material shall include, but
not be limited to, samples of each Contract form and application,
form correspondence with Contract owners, Contract owner reports
and any other materials that bear any of the licensor's licensed
marks.

(III) RECALL. During the term of this grant of license, a
licensor may request that a licensee submit samples of any
materials bearing any of the licensor's licensed marks which were
previously approved by the licensor but, due to changed
circumstances, the licensor may wish to reconsider, or which were
not previously approved in the manner set forth above. If, on
reconsideration or on initial review, respectively, any such
samples fail to meet with the written approval of the licensor,
then the licensee shall immediately cease distributing such
disapproved materials. The licensee shall obtain the prior
written approval of the licensor for the use of any new materials
developed to replace the disapproved materials, in the manner set
forth above.

(IV) ACKNOWLEDGEMENT OF OWNERSHIP. Each licensee
hereunder: (1) acknowledges and stipulates that the licensor's
licensed marks are valid and enforceable trademarks and/or
service marks; and that such licensee does not own the licensor's
licensed marks and claims no rights therein other than as a
licensee under this Agreement; (2) agrees never to contend
otherwise in legal proceedings or in other circumstances; and (3)
acknowledges and agrees that the use of the licensor's licensed
marks pursuant to this grant of license shall inure to the
benefit of the licensor.

6.2 OWNERSHIP OF PROPRIETARY INFORMATION; CONFIDENTIALITY.

(A) INFORMATION AND PROSPECTS. The names, addresses and other
information relating to prospects or leads for the Contracts acquired by
Investment Services or its Affiliates or its agents or representatives
in connection with marketing activities shall be the exclusive property
of, and shall be exclusively owned by, Investment Services or its
Affiliates, as the case may be. The records created and maintained by
Security Benefit, or by any subcontractor on behalf of such Company,
that pertain to Contract owners and the servicing and administration of
the Contracts shall be the exclusive property of, and shall be
exclusively owned by, Security Benefit. However, to the extent that any
information may come to the attention of Security Benefit or any
Affiliate thereof, or be entered into the records created or maintained
by or on behalf of such Company or an Affiliate thereof, as a result of
its relationship with Investment Services or an Affiliate thereof and
not from an independent source, such information shall be kept
confidential and shall not be used by Security Benefit or its
Affiliates, or their respective agents or employees for any purpose,
including but not limited to any marketing purpose, except in connection
with the performance of its duties and responsibilities hereunder or
under a Related Agreement or under the Contracts. In no event shall the
names and addresses of such customers and prospective customers be
furnished by Security Benefit or its Affiliate, or any agent or
subcontractor thereof, to any other company or person (except as
required by law or regulation and then only upon prior written notice to
Investment Services).

(B) CONFIDENTIALITY. Each party to this Agreement shall keep
confidential the terms and provisions of this Agreement (except as
otherwise required by law or regulation), the parties' respective
methods of doing business, the names, addresses and other personal
information relating to customers or prospective customers for the
Contracts, the names, addresses and other personal information relating
to Contract owners, and any other information proprietary to any party
to this Agreement, and shall not reproduce, disseminate or otherwise
publish the same to any person not a party to this Agreement, without
the prior written approval of the other parties to this Agreement
(except as required by law or regulation and then only upon prior
written notice to the other party).

(C) RETURN OF INFORMATION. Upon a party's written request to
another party, such other party shall return to the requesting party any
information or materials of a proprietary nature obtained by or on
behalf of such other party in the course of the performance of this
Agreement or any Related Agreement.

(D) OWNERSHIP OF CONTRACT, FORMS AND OTHER MATERIALS. Any
Contract forms, riders or materials developed or used by Security
Benefit in connection with the relationship between Security Benefit,
Investment Services, and Price Associates under this Agreement and the
Related Agreements shall remain the exclusive property of Security
Benefit.

(E) GENERAL. The intent of this Section 6.2 is that no party or
any Affiliate thereof shall utilize, or permit to be utilized, its
knowledge of any other party or of any Affiliate thereof which is
derived as a result of the relationship created through the funding and
sale of the Contracts or the solicitation of sales of any product or
service, except to the extent necessary by the terms of this Agreement
or to further the purposes of this Agreement, or except as expressly
permitted with the written consent of the other parties. This Section
6.2 shall remain operative and in full force and effect regardless of
the termination of this Agreement, and shall survive any such
termination.

6.3 PUBLIC ANNOUNCEMENTS. To the extent reasonably feasible, the parties
shall confer with one another prior to the issuance of any reports, statements
or releases pertaining to this Agreement, the Contracts and the transactions
contemplated hereby, except that a party will in any event have the right to
issue any such reports, statements or releases if upon advice of its counsel
such issuance is required in order to comply with the requirements of any
applicable federal, state or local laws and regulations.

ARTICLE 7
REPRESENTATIONS AND WARRANTIES

7.1 ORGANIZATION AND GOOD STANDING. Each party hereto represents that it
is a corporation duly organized, validly existing and in good standing under the
laws of that jurisdiction set forth on page one of this Agreement; has all
requisite corporate power to carry on its businesses as it is now being
conducted and is qualified to do business in each jurisdiction in which it is
required to be so qualified; and is in good standing in each jurisdiction in
which such qualification is necessary under applicable law.

7.2 AUTHORIZATION. Each party hereto represents that the execution and
delivery of this Agreement and the consummation of the transactions contemplated
herein have been duly authorized by all necessary corporate action by such
party, and when so executed and delivered this Agreement will be the valid and
binding obligation of such party enforceable in accordance with its terms.

7.3 NO CONFLICTS. Each party hereto represents that the consummation of
the transactions contemplated herein, and the fulfillment of the terms of this
Agreement, shall not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a default
under, the articles of incorporation or bylaws of such party, or any indenture,
agreement, mortgage, deed of trust, or other instrument to which such party is a
party or by which it is bound, or violate any law, or, to the best of such
party's knowledge, any order, rule or regulation applicable to such party of any
court or of any federal or state regulatory body, administrative agency or any
other governmental instrumentality having jurisdiction over such party or any of
its properties.

7.4 ADMINISTRATIVE SYSTEM. Security Benefit represents and warrants to
Investment Services and Price Associates that it has implemented the
administrative systems and procedures necessary to issue, underwrite for
insurance purposes, service and administer the Contracts and administer the
Separate Accounts in accordance with the terms and provisions of this Agreement.

ARTICLE 8
INDEMNIFICATION AND REMEDIES

8.1 INDEMNIFICATION

(A) INDEMNIFICATION BY SECURITY BENEFIT. In addition to any
indemnification liability Security Benefit may have under any of the
Related Agreements or otherwise, Security Benefit shall indemnify and
hold harmless Investment Services, Price Associates, and their
Affiliates and any officer, director, employee or agent of any of the
foregoing, against any and all losses, liabilities, damages, claims or
expenses, joint or several (including the reasonable costs of settling a
claim, investigating or defending any alleged loss, liability, damage,
claim or expense and reasonable legal counsel fees incurred in
connection therewith), to which Investment Services, Price Associates
and/or any such person may become subject under any statute or
regulation, at common law or otherwise, insofar as such losses,
liabilities, damages, claims or expenses result because of a material
breach by Security Benefit of any provision of this Agreement or which
proximately result from any acts or omission of Security Benefit or
Security Benefits's officers, directors, employees, agents (which for
these purposes shall not include an Underwriter Representative or
Distributor Representative as those terms are defined in the
Distribution Agreement) or subcontractors that are not in accordance
with this Agreement, including but not limited to any violation of any
federal or state statute or regulation. Notwithstanding the above, no
person shall be entitled to indemnification pursuant to this Section
8.1(a) if such loss, liability, damage, claim or expense is due to the
willful misfeasance, bad faith, gross negligence or reckless disregard
of duty by the person seeking indemnification.

(B) INDEMNIFICATION BY INVESTMENT SERVICES. In addition to any
indemnification liability Investment Services may have under any of the
Related Agreements, Investment Services shall indemnify and hold
harmless Security Benefit and any Affiliate and any officer, director,
employee or agent of any of the foregoing, against any and all losses,
liabilities, damages, claims or expenses, joint or several (including
the reasonable costs of settling a claim, investigating or defending any
alleged loss, liability, damage, claim or expense and reasonable legal
counsel fees incurred in connection therewith), to which Security
Benefit and/or any such person may become subject under any statute or
regulation, at common law or otherwise, insofar as such losses,
liabilities, damages, claims or expenses result because of a material
breach by Investment Services of any provision of this Agreement, or
which proximately result from any acts or omission of Investment
Services's officers, directors, employees, agents or subcontractors that
are not in accordance with this Agreement, including but not limited to
any violation of any federal or state statute or regulation.
Notwithstanding the above, no person shall be entitled to
indemnification pursuant to this Section 8.1(b) if such loss, liability,
damage, claim or expense is due to the willful misfeasance, bad faith,
gross negligence or reckless disregard of duty by the person seeking
indemnification.

(C) INDEMNIFICATION BY PRICE ASSOCIATES. Price Associates shall
indemnify and hold harmless Security Benefit and any Affiliate and any
officer, director, employee or agent of any of the foregoing, against
any and all losses, liabilities, damages, claims or expenses, joint or
several (including the reasonable costs of settling a claim,
investigating or defending any alleged loss, liability, damage, claim or
expense and reasonable legal counsel fees incurred in connection
therewith), to which Security Benefit and/or any such person may become
subject under any statute or regulation, at common law or otherwise,
insofar as such losses, liabilities, damages, claims or expenses result
because of the material breach by Price Associates of any provision of
this Agreement, including but not limited to any violation of any
federal or state statute or regulation. Further, Price Associates shall
indemnify Security Benefit under this Agreement and the Related
Agreements to the extent that its Affiliates are unable to fulfill their
indemnification obligations under this Agreement or any Related
Agreements. Notwithstanding the above, no person shall be entitled to
indemnification pursuant to this Section 8.1(c) if such loss, liability,
damage, claim or expense is due to the willful misfeasance, bad faith,
gross negligence or reckless disregard of duty by the person seeking
indemnification.

(D) GENERAL. After receipt by a party entitled to indemnification
("indemnified party") under this Section 8.1 of notice of the
commencement of any action, if a claim in respect thereof is to be made
against any person obligated to provide indemnification under this
Section 8.1 ("indemnifying party"), such indemnified party will notify
the indemnifying party in writing of the commencement thereof within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the indemnified party; provided that the failure to so notify the
indemnifying party shall not relieve the indemnifying party from any
liability under this Section 8.1 except to the extent that the
indemnifying party shall have been prejudiced as a result of the failure
or delay in giving such notice. The indemnifying party shall be entitled
to participate, at its own expense, in the defense, or, if the
indemnifying party so elects, to assume the defense of any suit brought
to enforce any such claim, but, if the indemnifying party elects to
assume the defense, such defense shall be conducted by legal counsel
chosen by the indemnifying party and satisfactory to the indemnified
party, to its Affiliates and any officer, director, employee or agent of
any of the foregoing, in the suit. In the event that the indemnifying
party elects to assume the defense of any such suit and retain such
legal counsel, the indemnified party, its Affiliates and any officer,
director, employee or agent of any of the foregoing in the suit, shall
bear the fees and expenses of any additional legal counsel retained by
them. If the indemnifying party does not elect to assume the defense of
any such suit, the indemnifying party will reimburse the indemnified
party, such Affiliates, officers, directors, employees or agents in such
suit for the reasonable fees and expenses of any legal counsel retained
by them.

(E) SUCCESSORS. A successor by law of Investment Services, Price
Associates, or Security Benefit, as the case may be, shall be entitled
to the benefits of the indemnification provisions contained in this
Section 8.1.

8.2 RIGHTS, REMEDIES, ETC. ARE CUMULATIVE. 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. Failure of a party
to insist upon strict compliance with any of the conditions of this Agreement
shall not be construed as a waiver of any of the conditions, but the same shall
remain in full force and effect. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a continuing
waiver.

8.3 INTERPRETATION, JURISDICTION, ETC. This Agreement, together with the
Related Agreements, constitutes the whole agreement between the parties hereto
with respect to the subject matter hereof, and supersedes all prior oral or
written understandings, agreements or negotiations between the parties with
respect to such subject matter. No prior writings by or between the parties with
respect to the subject matter hereof shall be used by a party in connection with
the interpretation of any provision of this Agreement. This Agreement shall be
construed and its provisions interpreted under and in accordance with the
internal laws of the state of Maryland without giving effect to principles of
conflict of laws. This Section 8.3 shall not be construed to deny Security
Benefit, or an Affiliate thereof, of any rights to which it is entitled as an
owner of shares of the Fund.

8.4 SEVERABILITY. This is a severable Agreement. In the event that any
provision of this Agreement would require a party to take action prohibited by
applicable federal or state law or prohibit a party from taking action required
by applicable federal or state law, then it is the intention of the parties
hereto that such provision shall be enforced only to the extent permitted under
the law, and, in any event, that all other provisions of this Agreement shall
remain valid and duly enforceable as if the provision at issue had never been a
part hereof.

ARTICLE 9
TERM AND TERMINATION

9.1 TERMINATION. This Agreement shall terminate of its own accord when
all Contracts issued pursuant to this Agreement and the Related Agreements are
no longer outstanding and no owner, annuitant, or beneficiary thereof is
receiving any annuity benefits from Security Benefit, or after five years from
the Effective Date may be terminated by any party upon six months written notice
to the other parties. Upon termination of this Agreement, Articles 3, 6 and 8
shall nevertheless survive and continue in full force and effect.

9.2 CHANGES RELATING TO SECURITY BENEFIT. Upon the occurrence of any of
the following events, Investment Services shall have the right, in its sole
discretion, to make arrangements for an exchange of all or a portion of the
Contracts then outstanding, into insurance contracts issued by another insurance
carrier mutually acceptable to the parties, and, upon being notified of
Investment Services' exercise of such right, Security Benefit shall cooperate in
effecting transactions entitled by such exchange in an expeditious manner, it
being understood that Security Benefit may structure the exchange as a
reinsurance or similar transaction, and that Security Benefit shall be entitled
to reasonable compensation from such insurance carrier in connection with such
transaction:

(a) Security Benefit shall have become insolvent or its
surplus shall have become impaired as such terms are
defined under applicable insurance law of Security
Benefit's state of domicile;

(b) the A.M. Best & Co. rating of Security Benefit is not "A"
(or if such rating organization changes its rating system
after the Effective Date, an equivalent rating) or better;

(c) the Standard & Poor's claims paying ability rating of
Security Benefit is not "A-" (or if such rating
organization changes its rating system after the Effective
Date, an equivalent rating) or better;

(d) Investment Services determines that Security Benefit is in
material breach of any provision of this Agreement or of
any Related Agreement, unless such breach has been cured
within ten (10) days after receipt of notice of such
breach;

(e) in Investment Services' good faith judgment, there is an
event, occurrence or circumstance (including the enactment
of federal or state legislation, court decision, a change
in circumstances which makes the Contracts or insurance
contracts of that type (E.G., annuity contracts or life
insurance policies) an unsuitable investment for
prospective customers of Investment Services, or any
event, occurrence or circumstance which results or is
likely to result in material adverse publicity to any
party to this Agreement or an Affiliate thereof) which
substantially and materially undermines the distribution
or servicing of the Contracts or the reputation and
goodwill of any party to this Agreement;

(f) an assignment or transfer of this Agreement by Security
Benefit that does not comply with the provisions of
Section 9.4 of this Agreement;

9.3 CHANGES RELATING TO INVESTMENT SERVICES. Security Benefit shall have
the right, in its sole discretion, to make changes in the Contracts, including
causing a substitution of a Fund or Fund Series, upon the occurrence or
determination of any of the following events:

(a) Investment Services, Price Associates, or an Affiliate
thereof files a voluntary petition in bankruptcy or for
reorganization or shall be the subject of an involuntary
petition in bankruptcy for liquidation or reorganization;

(b) Investment Services, Price Associates, or an Affiliate
thereof has a receiver, liquidator or trustee appointed
over its affairs;

(c) Security Benefit determines that Investment Services or
Price Associates is in material breach of any provision of
this Agreement or of any Related Agreement, unless such
breach is cured with ten (10) days after receipt of notice
of such breach;

(d) an assignment or transfer of this Agreement by Investment
Services or Price Associates that does not comply with the
provisions of Section 9.4 of this Agreement; or

(e) in Security Benefit's good faith judgment, there is an
event, occurrence or circumstance (including the enactment
of federal or state legislation, court decision, a change
in circumstances which makes the Contracts or insurance
contracts of that type (E.G., annuity contracts ---- or
life insurance policies) an unsuitable investment for
prospective customers of Security Benefit, or any event,
occurrence or circumstance which results or is likely to
result in material adverse publicity to any party to this
Agreement or an Affiliate thereof) which substantially and
materially undermines the distribution or servicing of the
Contracts or the reputation and goodwill of any party to
this Agreement.

9.4 ASSIGNMENT AND TRANSFER. This Agreement may not be assigned or
transferred by any party without the prior written consent of the other party
hereto.

ARTICLE 10

GENERAL PROVISIONS

10.1 NOTICE, CONSENT AND REQUEST. Any notice, consent or request
required or permitted to be given by a party to any other party shall be deemed
sufficient if sent by facsimile transmission followed by Federal Express or
other overnight carrier, or if sent by registered or certified mail, postage
prepaid, addressed by the party giving notice to the other party at the
following addresses (or at such other address for a party as shall be specified
by like notice);

if to Security Benefit, to:

First Security Benefit Life Insurance and Annuity Company
of New York
Attn: Xxxxx Xxxxxx
00 Xxxx Xxx Xxx Xxxx, Xxxxxx Xxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000

copy to:

Security Benefit Life Insurance Company
Attn: Xxx X. Xxx, Esq.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx 00000

if to Investment Services, to:

X. Xxxx Price Investment Services, Inc.
Attn: Xxxxx X. Xxxxxxx, Esq.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000

if to Price Associates, to:

X. Xxxx Price Associates, Inc.
Attn: Xxxxx X. Xxxxxxx, Esq.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000

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

10.3 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which taken together shall be deemed to be one and the
same instrument.

10.4 AMENDMENT. No provisions of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

IN WITNESS WHEREOF, the parties hereto have each duly executed this
Agreement as of the day and year first above written.

FIRST SECURITY BENEFIT LIFE INSURANCE
AND ANNUITY COMPANY OF NEW YORK

By its authorized officer

BY:_________________________________
Xxxxx Xxxxxx

Title: CHIEF ADMINISTRATIVE OFFICER

Date: OCTOBER 11, 1995

X. XXXX PRICE INVESTMENT SERVICES, INC.

By its authorized officer

BY:_________________________________
Xxxxx X. Xxxxxx

Title: VICE PRESIDENT

Date: OCTOBER 11, 1995

X. XXXX PRICE ASSOCIATES, INC.

By its authorized officer

BY:_________________________________
Xxxxx X. Xxxxxx

Title: VICE PRESIDENT

Date: OCTOBER 11, 1995

SCHEDULE 1

CLASSES OF CONTRACTS

SUPPORTED BY SEPARATE ACCOUNTS

LISTED ON SCHEDULE 3

Effective as of the Effective Date, the following classes of Contracts are
subject to the Agreement:

Policy Marketing Name SEC 1933 Act Name of Supporting Annuity or Life
Registration Number Account
------------------------- ---------------------- ----------------------- ---------------------

X. Xxxx Price No-Load 33-83240 X. Xxxx Price Annuity
Variable Annuity Variable Annuity
Account of Security
Benefit
------------------------- ---------------------- ----------------------- ---------------------

Effective as of _______, the following classes of Contracts are hereby added to
this Schedule 1 and made subject to the Agreement:

------------------------- ---------------------- ----------------------- ---------------------

Policy Marketing Name SEC 1933 Act Name of Supporting Annuity or Life
Registration Number Account
------------------------- ---------------------- ----------------------- ---------------------

------------------------- ---------------------- ----------------------- ---------------------

IN WITNESS WHEREOF, Investment Services, Price Associates, and Security Benefit
hereby amend this Schedule 1 in accordance with Article II of the Agreement.

______________________ __________________________
Security Benefit Investment Services

______________________
Price Associates

SCHEDULE 2

FUNDS AVAILABLE UNDER
EACH CLASS OF CONTRACTS

Effective as of the Effective Date, the following Funds are available under the
Contracts:

--------------------------------- ------------------------------ ==============================

Contracts Marketing Name Fund Fund Series

--------------------------------- ------------------------------ ==============================

oEquity Income Portfolio

oNew America Growth Portfolio

X. Xxxx Price No-Load Variable X. Xxxx Price Equity Series, oT. Xxxx Price Personal
Annuity Inc. Strategy Balanced Portfolio

--------------------------------- ------------------------------ ==============================

X. Xxxx Price International International Stock Portfolio
Series, Inc.

--------------------------------- ------------------------------ ==============================

X. Xxxx Price Fixed Income Limited-Term Bond Portfolio
Series, Inc.

--------------------------------- ------------------------------ ==============================

Effective as of __________________, this Schedule 2 is hereby amended to reflect
the following changes in Fund or Fund Series available under the Contracts:

--------------------------------- ------------------------------ ==============================

Contracts Marketing Name Fund Fund Series

--------------------------------- ------------------------------ ==============================

IN WITNESS WHEREOF, Investment Services, Price Associates and Security Benefit
hereby amend this Schedule 2 in accordance with Article II of the Agreement.

______________________ ______________________
Security Benefit Investment Services

______________________
Price Associates

SCHEDULE 3

SEPARATE ACCOUNTS OF THE SECURITY BENEFIT
COMPANIES SUPPORTING THE CONTRACTS

Effective as of the Effective Date, the following separate account and
subaccounts are subject to the Agreement:

-------------------------- --------------------- ----------------------- ======================

Date Established by
Name of Separate Account Board of Directors SEC 1940 Act Type of Product
and Subaccounts of the Company Registration Number Supported by Account

-------------------------- --------------------- ----------------------- ======================

X. Xxxx Price Variable November 11, 1994 811-8726 Variable Annuity
Annuity Account of
Security Benefit

o Equity Income
Subaccount

o International Stock
Subaccount

o Limited-Term Bond
Subaccount

o New America Growth
Subaccount

o Personal Strategy

Balanced Subaccount
-------------------------- --------------------- ----------------------- ======================

Effective as of , the following separate accounts and/or subaccounts are hereby
added to this Schedule 3 and made subject to the Agreement:

------------------------- ---------------------- ----------------------- ======================

Date Established by
Name of Separate Board of Directors SEC 1940 Act Type of Product
Account and Subaccounts of the Company Registration Number Supported by Account
------------------------- ---------------------- ----------------------- ======================

------------------------- ---------------------- ----------------------- ======================

IN WITNESS WHEREOF, Security Benefit, Investment Services, and Price Associates
hereby amend this Schedule 3 in accordance with Article II of the Agreement.

____________________ ________________________
Security Benefit Investment Services

____________________
Price Associates

SCHEDULE 4

BROKERAGE FIRMS AND MUTUAL FUNDS SPONSORS

Xxxxxx
Xxxxxxx
Fidelity
First Trust
Harbor Capital
Xxxxx Security
Invesco
Xxxx Xxxxx
Xxxxx
Xxxxxxxxx & Xxxxxx
Xxxxxx
Xxxxxxx
Xxxxxxxx
Strong
Twentieth Century
Vanguard

SCHEDULE 5

CONTRACT SPECIFICATIONS

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

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

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

IF FOR ANY REASON THE OWNER IS NOT SATISFIED WITH THIS CONTRACT, HE OR SHE MAY
RETURN IT TO THE COMPANY WITHIN 30 DAYS FROM THE DATE OF RECEIPT. IT MAY BE
RETURNED BY DELIVERING OR MAILING IT TO THE COMPANY. IF RETURNED, THIS CONTRACT
SHALL BE DEEMED VOID FROM THE CONTRACT DATE. THE COMPANY WILL REFUND (I) ANY
PURCHASE PAYMENTS MADE AND ALLOCATED TO THE FIXED ACCOUNT; AND (II) SEPARATE
ACCOUNT CONTRACT VALUE AS OF THE DATE THE RETURNED POLICY IS POSTMARKED FOR
RETURN TO THE COMPANY, INCREASED BY ANY FEES OR OTHER CHARGES PAID.

Signed for First Security Benefit Life Insurance and Annuity Company of New York
on the Contract Date.

XXXXX X. XXXXX XXXXXX X. XXXXXX
Secretary President

A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*Purchase Payments may be made until the earlier of the Annuity Payout Date or
termination of the Contract.

*A Death Benefit may be paid prior to the Annuity Payout Date according to the
Contract provisions.

*Annuity Payments begin on the Annuity Payout Date using the method specified
in this Contract.

*The smallest annual rate of investment return that would have to be earned on
the assets of the Separate Account so that the dollar amount of Variable
Annuity Payments will not decrease is 3 1/2%. A daily charge corresponding to
an annual charge of .55% is applied to the assets of the Separate Account by
the Company. Please refer to the "Contract Value and Expense Provisions"
beginning on page 10.

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

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
00 Xxxx Xxx Xxx Xxxx, 0xx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000

Form FSB201 (R11-96) BP 2010P1

TABLE OF CONTENTS

PAGE

CONTRACT SPECIFICATIONS ................................................ 3

DEFINITIONS ............................................................ 4-6

GENERAL PROVISIONS ..................................................... 7, 8
The Contract ......................................................... 7
Compliance ........................................................... 7
Misstatement of Age or Sex ........................................... 7
Evidence of Survival ................................................. 7
Incontestability ..................................................... 7
Assignment ........................................................... 7
Exchanges ............................................................ 8
Claims of Creditors .................................................. 8
Nonforfeiture Values ................................................. 8
Non-Participating .................................................... 8
Statements ........................................................... 8

OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS ........................ 9
Ownership ............................................................ 9
Joint Ownership ...................................................... 9
Annuitant ............................................................ 9
Primary and Secondary Beneficiaries .................................. 9
Ownership and Beneficiary Changes .................................... 9

PURCHASE PAYMENT PROVISIONS ............................................ 10
Flexible Purchase Payments ........................................... 10
Purchase Payment Limitations ......................................... 10
Purchase Payment Allocation .......................................... 10
Place of Payment ..................................................... 10

CONTRACT VALUE AND EXPENSE PROVISIONS .................................. 10-12
Contract Value ....................................................... 10
Fixed Account Contract Value ......................................... 10
Fixed Account Interest Crediting ..................................... 11
Separate Account Contract Value ...................................... 11
Accumulation Unit Value .............................................. 11
Determining Accumulation Units ....................................... 11
Mortality and Expense Risk Charge .................................... 12
Premium Tax Expense .................................................. 12
Mutual Fund Expenses ................................................. 12

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

DEATH BENEFIT PROVISIONS ............................................... 14, 15
Death Benefit ........................................................ 14
Proof of Death ....................................................... 14
Distribution Rules ................................................... 14, 15

ANNUITY PAYMENT PROVISIONS ............................................. 15-19
Annuity Payout Date .................................................. 15
Change of Annuity Payout Date ........................................ 15
Annuity Payout Amount ................................................ 15
Annuity Tables ....................................................... 16
Annuity Payments ..................................................... 16
Change of Annuity Option ............................................. 16
Fixed Annuity Payments ............................................... 16
Variable Annuity Payments ............................................ 16
Annuity Units ........................................................ 16, 17
Net Investment Factor ................................................ 17
Alternate Annuity Option Rates ....................................... 17
Annuity Options ...................................................... 18, 19

ANNUITY TABLES ......................................................... 20

AMENDMENTS OR ENDORSEMENTS, IF ANY

-2- BP 2010P1

--------------------------------------------------------------------------------
CONTRACT SPECIFICATIONS
--------------------------------------------------------------------------------

OWNER NAME: CONTRACT NUMBER:

OWNER DATE OF BIRTH: CONTRACT DATE:

JOINT OWNER NAME: ISSUE DATE:

JOINT OWNER DATE OF BIRTH: ANNUITY PAYOUT DATE:

ANNUITANT NAME: PLAN:

ANNUITANT DATE OF BIRTH: ASSIGNMENT:

ANNUITANT GENDER:

PRIMARY BENEFICIARY NAME: SECONDARY BENEFICIARY:
NAME: See Application or subsequent change from
--------------------------------------------------------------------------------

INITIAL PURCHASE PAYMENT ..............

MINIMUM SUBSEQUENT PURCHASE PAYMENTS .. investment program

MINIMUM SYSTEMATIC WITHDRAWAL ......... $100

MORTALITY AND EXPENSE RISK CHARGE ..... .55% Annually

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

ANNUITY OPTION ........................

SUBACCOUNTS:

New America Growth Subaccount
International Stock Subaccount
Mid-Cap Growth Subaccount
Equity Income Subaccount
Personal Strategy Balanced Subaccount
Limited-Term Bond Subaccount
Prime Reserve Subaccount

METHOD FOR DEDUCTIONS:

Deductions for any Premium Taxes will be allocated proportionately to the
Owner's Contract Value in the Subaccounts and the Fixed Account.

*The Annuity Payout Date and Annuity Option may be changed by the Owner prior
to the Annuity Payout Date. See "Change of Annuity Payout Date" and "Change of
Annuity Option."

FSB201 A (R9-96) -0- XXX00

--------------------------------------------------------------------------------
DEFINTIONS
--------------------------------------------------------------------------------

ACCOUNT

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

ACCUMULATION UNIT

The Accumulation Unit is a unit of measure. It is used to compute the Separate
Account Contract Value prior to the Annuity Payout Date. It is also used to
compute the Variable Annuity Payments for Annuity Options 5 through 7.

ANNUITANT

The Annuitant is the person named by the Owner on whose life the Annuity
Payments depend for Annuity Options 1 through 4. The Annuitant receives Annuity
Payments under this Contract. Please see "Annuitant" provisions on page 9.

ANNUITY OPTION

An Annuity Option is a set of provisions that form the basis for making Annuity
Payments. The Annuity Option is set prior to the Annuity Payout Date. Please see
"Annuity Options" on pages 18 and 19.

ANNUITY PAYOUT DATE

The Annuity Payout Date is the date on which Annuity Payments are scheduled to
begin. This date may be changed by the Owner. The Annuity Payout date is shown
on page 3. Please see "Annuity Payout Date" on page 15.

ANNUITY UNIT

The Annuity Unit is a unit of measure used to compute Variable Annuity Payments
for Annuity Options 1 through 4.

AUTOMATIC EXCHANGES

Automatic Exchanges are Exchanges among the Subaccounts and the Fixed Account.
Such exchanges are made automatically on a periodic basis by the Company at the
written request of the Owner.

COMPANY

The Company is First Security Benefit Life Insurance and Annuity Company of New
York.

CONTRACT ANNIVERSARY

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

CONTRACT DATE

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

CONTRACT YEAR

Contract Years are measured from the Contract Date.

CURRENT INTEREST

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

DESIGNATED BENEFICIARY

Upon the death of the Owner or Joint Owner, the Designated Beneficiary will be
the first person on the following list who is alive on the date of death:

1. Owner;
2. Joint Owner;
3. Primary Beneficiary;
4. Secondary Beneficiary;
5. Annuitant; and
6. the Owner's estate if no one listed above is alive.

00-00000-00
FSB201 B (4-94) -4- BP 2010A1

--------------------------------------------------------------------------------
DEFINITIONS (Continued)
--------------------------------------------------------------------------------

DESIGNATED BENEFICIARY (Cont'd)

The Designated Beneficiary receives a death benefit upon the death of the Owner.
Please see "Ownership, Annuitant, and Beneficiary Provisions" on page 9 and
"Death Benefit Provisions" on pages 14 and 15.

FIXED ACCOUNT

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

GUARANTEE PERIOD

Current Interest, if declared, is fixed for rolling periods of one year,
referred to as Guarantee Periods. The Guarantee Period that applies to any Fixed
Account Contract Value: (1) starts on the date that such Contract Value is
allocated to the Fixed Account pursuant to: (a) a Purchase Payment Received by
the Company; or (b) an Exchange to the Fixed Account; and (2) ends on the last
day of the same month in the year in which the Guarantee Period expires. When
any Guarantee Period expires, a new Guarantee Period shall start for such
Contract Value on the date that follows such expiration date. Such period shall
end on the immediately preceding date in the year in which the Guarantee Period
expires. For example, Contract Value exchanged to the Fixed Account on June 1
would have a Guarantee Period starting on that date and ending on June 30 of the
following year. A new Guarantee Period for such Contract Value would start on
July 1 of that year and end on June 30 of the following year.

HOME OFFICE

The address of the Company's Home Office is First Security Benefit Life
Insurance and Annuity Company of New York, 00 Xxxx Xxx Xxx Xxxx, 0xx Xxxxx,
Xxxxx Xxxxxx, Xxx Xxxx 00000.

ISSUE DATE

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

JOINT OWNER

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

NONNATURAL PERSON

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

OWNER

The Owner is the person who has all rights under the Contract. The Owner is
named on page 3. Please see "Ownership" provisions on page 9.

PREMIUM TAX

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

PURCHASE PAYMENT

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

RECEIVED BY THE COMPANY

The phrase "Received by the Company" means receipt by the Company in good order
at its Home Office at the address indicated above or such other address
designated in writing by the Company.

00-00000-00
-5- BP 2010A1

--------------------------------------------------------------------------------
DEFINITIONS (Continued)
--------------------------------------------------------------------------------

SEPARATE ACCOUNT

The X. Xxxx Price Variable Annuity Account of First Security Benefit Life
Insurance and Annuity Company of New York is a Separate Account established and
maintained by the Company under New York law. The Separate Account is registered
with the Securities and Exchange Commission under the Investment Company Act of
1940 as Unit Investment Trust. It was established by the Company to support
variable annuity contracts. The Company owns the assets of the Separate Account
and maintains them apart from the assets of its general account and its other
separate accounts. The assets held in the Separate Account equal to the reserves
and other Contract liabilities with respect to the Separate Account shall not be
chargeable with liabilities arising out of any other business of the Company.

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

SUBACCOUNT NET ASSET VALUE

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

SUBACCOUNTS

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

1. change or add designated mutual funds or other investment vehicles;
2. add, remove or combine Subaccounts;
3. add, delete or make substitutions for securities that are held or
purchased by the Separate Account or any Subaccount;
4. operate the Separate Account as a management investment company;
5. combine the assets of the Separate Account with other Separate Accounts
of the Company or an affiliate thereof;
6. restrict or eliminate any voting rights of the Owner with respect to the
Separate Account or other persons who have voting rights as to the
Separate Account; and
7. terminate and liquidate any Subaccount.

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

VALUATION DATE

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

VALUATION PERIOD

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

00-00000-00
FSB201 C (4-94) -6- BP 2010B1

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

THE CONTRACT

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

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

COMPLIANCE

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

MISSTATEMENT OF AGE AND SEX

If the age or sex of the Annuitant has been misstated, payments shall be
adjusted, when allowed by law, to the amount which would have been provided for
the correct age or sex. Proof of the age of an Annuitant may be required at any
time, in a form suitable to the Company. If payments have already commenced and
the misstatement has caused an underpayment, the full amount due with interest
at a rate of 3% will be paid with the next scheduled payment. If the
misstatement has caused an overpayment, the amount due with interest at the rate
of 3% will be deducted from one or more future payments.

EVIDENCE OF SURVIVAL

When any payments under this Contract depend on the payee being alive on a given
date, proof that the payee is living may be required by the Company. Such proof
must be in a form accepted by the Company, and may be required prior to making
the payments.

INCONTESTABILITY

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

ASSIGNMENT

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

00-00000-00
-7- BP 2010B1

--------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
--------------------------------------------------------------------------------

EXCHANGES

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

Exchanges are not allowed within 30 days of the Annuity Payout Date. After the
Annuity Payout Date, for Annuity Options 1 through 4, the Owner may Exchange
Contract Value only among Subaccounts. The Company reserves the right to: (1)
prohibit exchanges that would reduce an account to less than $500; (2) limit the
number of Exchanges allowed each Contract Year to six; and (3) subject to New
York Insurance Department approval, waive the limit on Exchanges allowed each
Contract Year. Exchanges must be at least $500 or, if less, the remaining
balance in the Fixed Account or a Subaccount.

Contract Value may be exchanged from the Fixed Account only: (1) during the
calendar month in which the applicable Guarantee Period expires; and (2)
pursuant to an Automatic Exchange. Exchanges of Fixed Account Value will be
made: (1) first from Fixed Account Contract Value for which the Guarantee Period
expires during the calendar month in which the Exchange is effected; (2) then in
the order that starts with Fixed Account Contract Value which has the longest
amount of time before its Guarantee Period expires; and (3) ends with that which
has the least amount of time before its Guarantee Period expires.

The Company will effect an Exchange to or from a Subaccount on the basis of
Accumulation Unit Value (or, when appropriate, Annuity Unit Value) determined at
the end of the Valuation Period in which the Exchange is effected. The Company
will effect an Exchange from the Fixed Account on the basis of Fixed Account
Contract Value at the end of the Valuation Period in which the Exchange is
effected.

The Company reserves the right to delay Exchanges from the Fixed Account for up
to 6 months. The Company will inform you if there will be a delay.

CLAIMS OF CREDITORS

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

NONFORFEITURE VALUES

The Death Benefits, Withdrawal Values and Annuity Payout Values will at least
equal the minimum required by law.

NON-PARTICIPATING

This Contract is not participating and will pay no dividend.

STATEMENTS

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

FSB201 D (R9-96) -8- BP 2010N1

--------------------------------------------------------------------------------
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS
--------------------------------------------------------------------------------

OWNERSHIP

During the Owner's lifetime, all rights and privileges under the Contract may be
exercised only by the Owner. If the purchaser names someone other than himself
or herself as Owner, the purchaser has no rights in the Contract. No Owner may
be older than age 85 on the Contract Date.

JOINT OWNERSHIP

If a Joint Owner is named in the application, then the Owner and Joint Owner
share an undivided interest in the entire Contract as joint tenants with rights
of survivorship. When an Owner and Joint Owner have been named, the Company will
honor only requests for changes and the exercise of other Ownership rights made
by both the Owner and Joint Owner. When a Joint Owner is named, all references
to "Owner" throughout this Contract should be construed to mean both the Owner
and Joint Owner, except for the final sentence of the "Annuitant" provision
below, the "Statements" provision on page 8 and the "Death Benefit Provisions"
on pages 14 and 15.

ANNUITANT

The Annuitant is named on page 3. The Owner may change the Annuitant prior to
the Annuity Payout Date. The request for this change must be made in writing and
Received by the Company at least 30 days prior to the Annuity Payout Date. No
Annuitant may be named who is more than 85 years old on the Contract Date. When
the Annuitant dies prior to the Annuity Payout Date, the Owner must name a new
Annuitant within 30 days or, if sooner, by the Annuity Payout Date, except where
the Owner is a Nonnatural Person. If a new Annuitant is not named, the Owner
becomes the Annuitant.

PRIMARY AND SECONDARY BENEFICIARIES

The Primary Beneficiary and any Secondary Beneficiary are named on page 3. The
Owner may change any Beneficiary as described in "Ownership and Beneficiary
Changes" below. If the Primary Beneficiary dies prior to the Owner, the
Secondary Beneficiary becomes the Primary Beneficiary. Unless the Owner directs
otherwise, when there are two or more Primary Beneficiaries, they will receive
equal shares.

OWNERSHIP AND BENEFICIARY CHANGES

Subject to the terms of any existing Assignment, the Owner may name a new Owner,
a new Primary Beneficiary or a new Secondary Beneficiary. Any new choice of
Owner, Primary Beneficiary or Secondary Beneficiary will revoke any prior
choice. Any change must be made in writing and recorded at the Home Office. The
change will become effective as of the date the written request is signed,
whether or not the Owner is living at the time the change is recorded. A new
choice of Primary Beneficiary or Secondary Beneficiary will not apply to any
payment made or action taken by the Company prior to the time it was recorded.
The Company may require the Contract be returned so these changes may be made.

-9- BP 2010N1

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

FLEXIBLE PURCHASE PAYMENTS

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

PURCHASE PAYMENT LIMITATIONS

Total Purchase Payments to the Contract may not be greater than $1,000,000
without prior approval by the Company. The Minimum Subsequent Purchase Payment
amount is shown on page 3.

PURCHASE PAYMENT ALLOCATION

Purchase Payments may be allocated among the Fixed Account and the Subaccounts.
The allocations may be a whole dollar amount or whole percentage. However, no
less than $25 per Purchase Payment may be allocated to any Account. The Owner
may change the allocations by written notice to the Company.

PLACE OF PAYMENT

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

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

CONTRACT VALUE

On any Valuation Date, the Contract Value is the sum of: (1) the Separate
Account Contract Value; and (2) the Fixed Account Contract Value. At any time
after the first Contract Year and before the Annuity Payout Date, the Company
reserves the right to pay to the Owner the Contract Value as a lump sum if it is
below $2,000 and no Purchase Payments have been paid for three years.

FIXED ACCOUNT CONTRACT VALUE

On any Valuation Date, the Fixed Account Contract Value is equal to the first
Purchase Payment allocated under the Contract to the Fixed Account:

PLUS:

1. any other Purchase Payments allocated under the Contract to the Fixed
Account;
2. any Exchanges from the Separate Account to the Fixed Account; and
3. any interest credited to the Fixed Account.

LESS:

1. any Withdrawals deducted from the Fixed Account;
2. any Exchanges from the Fixed Account to the Separate Account;
3. any applicable Premium Taxes;
4. any Fixed Account Contract Value which is applied to any of Annuity
Options 1 through 4; and
5. any Annuity Payments made under Annuity Options 5 and 7.

00-00000-00
FSB201 E (4-94) -10- BP 2010D1

--------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (Continued)
--------------------------------------------------------------------------------

FIXED ACCOUNT INTEREST CREDITING

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

The Company may credit Current Interest on Contract Value that was allocated or
exchanged to the Fixed Account during one period at a different rate than
amounts allocated or exchanged to the Fixed Account in another period.
Therefore, at any time, portions of Fixed Account Contract Value may be earning
Current Interest at different rates based upon the period during which such
portions were allocated or exchanged to the Fixed Account.

SEPARATE ACCOUNT CONTRACT VALUE

On any Valuation Date, the Separate Account Contract Value is the sum of the
then current value of the Accumulation Units allocated to each Subaccount for
this Contract.

ACCUMULATION UNIT VALUE

The initial Accumulation Unit Value for each Subaccount was set at $10. Other
Accumulation Unit Values are found on each Valuation Date by dividing (1) by (2)
where:

1. is equal to:

a. the Subaccount Net Asset Value determined at the end of the current
Valuation Period; plus
b. any dividends declared by the Subaccount's underlying mutual fund that
are not part of the Subaccount Net Asset Value; less
c. the accrued Mortality and Expense Risk Charge; and
d. any taxes for which the Company has reserved which the Company deems
to have resulted from the operation of the Subaccount.

2. is the number of Accumulation Units at the start of the Valuation Period.

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

DETERMINING ACCUMULATION UNITS

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

1. Purchase Payments that are applied to the Subaccount;
2. Contract Value that is Exchanged into or out of the Subaccount;
3. Withdrawals that are deducted from the Subaccount; and
4. Premium Taxes that are deducted from the Subaccount.

00-00000-00
-11- BP 2010D1

MORTALITY AND EXPENSE RISK CHARGE

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

PREMIUM TAX EXPENSE

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

MUTUAL FUND EXPENSES

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

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

WITHDRAWALS

A full Withdrawal of the Contract Value or partial Withdrawal of Separate
Account Contract Value is allowed at any time. Partial Withdrawals of Fixed
Account Contract Value are, however, restricted as described below. This
provision is subject to any federal or state Withdrawal restrictions.

A partial Withdrawal of Fixed Account Contract Value may be made only: (1)
pursuant to Systematic Withdrawals; (2) during the calendar month in which the
applicable Guarantee Period expires; and (3) once per Contract Year in an amount
up to the greater of $5,000 or 10 percent of the Fixed Account Contract Value at
the time of the partial Withdrawal.

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

All Withdrawals must meet the following conditions.

1. The request for Withdrawal must be Received by the Company in writing or
under other methods allowed by the Company.
2. The Owner must apply: (a) while this Contract is in force; and (b) prior
to the Annuity Payout Date.
3. The amount Withdrawn must be at least $500.00 except for Systematic
Withdrawals, as discussed below, or when terminating the Contract.

A partial Withdrawal request must state the allocations for deducting the
Withdrawal from each Account. If the Owner does not specify the allocation, the
Company will contact the Owner for instructions. The Withdrawal will be effected
as of the end of the Valuation Period in which such instructions are Received by
the Company. Withdrawals of Fixed Account Contract Value will be made: (1) first
from Fixed Account Contract Value for which the Guarantee Period expires during
the calendar month in which the Withdrawal is effected; (2) then in the order
that starts with Fixed Account Contract Value which has the longest amount of
time before its Guarantee Period expires; and (3) ends with that which has the
least amount of time before its Guarantee Period expires.

00-00000-00
FSB201 F (4-94) -12- BP 2010E1

--------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
--------------------------------------------------------------------------------

WITHDRAWAL VALUE

The Withdrawal Value at any time will be: (1) the Contract Value; less (2) any
Premium Taxes due or paid by the Company.

SYSTEMATIC WITHDRAWALS

Systematic Withdrawals are automatic periodic distributions from the Contract in
substantially equal amounts prior to the Annuity Payout Date. In order to start
Systematic Withdrawals, the Owner must make the request in writing. The Minimum
Systematic Withdrawal is shown on page 3. The Owner must choose the type of
payment, and its frequency. The payment type may be: (1) a percentage of
Contract Value; (2) a specified dollar amount; (3) all earnings in the Contract;
or (4) based upon the life expectancy of the Owner or the Owner and a
Beneficiary. The payment frequency may be: (1) monthly; (2) quarterly; (3)
semiannually; or (4) annually. Systematic Withdrawals of Fixed Account Contract
Value must provide for payments over a period of not less than 36 months.
Systematic Withdrawals may be stopped by the Owner upon proper written request
Received by the Company at least 30 days in advance. The Company reserves the
right to stop, modify or suspend Systematic Withdrawals.

Withdrawals, including systematic withdrawals, may: (1) subject the Owner to a
penalty tax if taken before age 59 1/2; and (2) may be restricted or limited if
made from an Individual Retirement Annuity qualified under Internal Revenue Code
(IRC) Section 408 or a Tax Sheltered Annuity qualified under IRC Section 403(b).

DATE OF REQUEST

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

PAYMENT OF WITHDRAWAL BENEFITS

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

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

2. when trading on the New York Stock Exchange is restricted; or

3. when an emergency exists as a result of which: (a) disposal of securities
held in the Separate Account is not reasonably practicable; or (b) it is
not reasonably practicable to fairly value the net assets of the Separate
Account.

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

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

00-00000-00
-13- BP 2010E1

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

DEATH BENEFIT

If any Owner dies prior to the Annuity Payout Date, a Death Benefit will be paid
to the Designated Beneficiary when due Proof of Death and instructions regarding
payment are Received by the Company. If an Owner is a Nonnatural Person, then
the Death Benefit will be paid in the event of the death of the Annuitant or any
Joint Owner that is a natural person prior to the Annuity Payout Date. Further,
if an Owner is a Nonnatural Person, the amount of the death benefit is based on
the age of the Annuitant or any joint Owner that is a natural person on the
Issue Date.

If the age of each Owner was 75 or younger on the Issue Date, the Death Benefit
will be the greatest of: (1) the sum of all Purchase Payments, less any Premium
Taxes due or paid by the Company and less the sum of all partial Withdrawals;
(2) the Contract Value on the date due Proof of Death and instructions regarding
payment are Received by the Company, less any Premium Taxes due or paid by the
Company; or (3) the Stepped-Up Death Benefit below.

The Stepped-Up Death Benefit is:

1. the largest Death Benefit on any Contract Anniversary that is both an
exact multiple of five and occurs prior to the oldest Owner reaching age
76; plus
2. any Purchase Payments received since the applicable fifth Contract
Anniversary; less
3. any reductions caused by Withdrawals since the applicable fifth Contract
Anniversary; less
4. any Premium Taxes due or paid by the Company.

If the age of any Owner on the Issue Date was 76 or older, the Death Benefit
will be: (1) the Contract Value on the date due Proof of Death and instructions
regarding payment are Received by the Company; less (2) any Premium Taxes due or
paid by the Company.

If a lump sum payment is requested, the payment will be made in accordance with
any laws and regulations that govern the payment of Death Benefits.

The value of the Death Benefit is determined as of the date that both Proof of
Death and instructions regarding payment are Received by the Company in good
order.

PROOF OF DEATH

Any of the following will serve as Proof of Death:

1. certified copy of the death certificate;
2. certified decree of a court of competent jurisdiction as to the finding
of death;
3. written statement by a medical doctor who attended the deceased Owner; or
4. any proof accepted by the Company.

DISTRIBUTION RULES

The entire Death Benefit with any interest shall be paid within 5 years after
the death of any Owner, except as provided below. In the event that the
Designated Beneficiary elects an Annuity Option, the length of time for the
payment period may be longer than 5 years if: (1) the Designated Beneficiary is
a natural person; (2) the Death Benefit is paid out under Annuity Options 1
through 7; (3) payments are made over a period that does not exceed the life or
life expectancy of the Designated Beneficiary; and (4) Annuity Payments begin
within one year of the death of the Owner. If the deceased Owner's spouse is the
sole Designated Beneficiary, the spouse shall become the sole Owner of the
Contract. He or she may elect to: (1) keep the Contract in force until the
sooner of the spouse's death or the Annuity Payout Date; or (2) receive the
Death Benefit.

FSB201 G (R9-96) -14- BP 2010O1

--------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS (Continued)
--------------------------------------------------------------------------------

DISTRIBUTION RULES (cont'd)

If any Owner dies after the Annuity Payout Date, Annuity Payments will continue
to be paid at least as rapidly as under the method of payment being used as of
the date of the Owner's death.

If the Owner is a Nonnatural Person, the distribution rules set forth above
apply in the event of the death of, or a change in, the Annuitant. This Contract
is deemed to incorporate any provision of Section 72(s) of the Internal Revenue
Code of 1986, as amended (the "Code"), or any successor provision. This Contract
is also deemed to incorporate any other provision of the Code deemed necessary
by the Company, in its sole judgment, to qualify this Contract as an annuity.
The application of the distribution rules will be made in accordance with Code
section 72(s), or any successor provision, as interpreted by the Company in its
sole judgment.

The foregoing distribution rules do not apply to a Contract which is: (1)
provided under a plan described in Code section 401(a); (2) described in Code
section 403(b); (3) an individual retirement annuity or provided under an
individual retirement account or annuity; or (4) otherwise exempt from the Code
section 72(s) distribution rules.

--------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS
--------------------------------------------------------------------------------

ANNUITY PAYOUT DATE

The Owner may choose the Annuity Payout Date at the time of application. If no
Annuity Payout Date is chosen, the Company will use the later of: (1) the oldest
Annuitant's seventieth birthday; or (2) the fifth Contract Anniversary. The
Annuity Payout Date must be prior to the oldest Annuitant's ninetieth birthday.

The Annuity Payout Date is the date the first payment will be made to the
Annuitant under any of the Annuity Options.

CHANGE OF ANNUITY PAYOUT DATE

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

ANNUITY PAYOUT AMOUNT

The Annuity Payout Amount is applied to one or more of the Annuity Options
listed on pages 18 and 19. The Annuity Payout Amount is: (1) the Contract Value
on the Annuity Payout Date; less (2) any Premium Taxes due or paid by the
Company. Unless otherwise directed by the Owner, Annuity Payout Amount derived
from Fixed Account Contract Value will be applied to purchase a Fixed Annuity
Option; that derived from Separate Account Contract Value will be applied to
purchase a Variable Annuity Option.

-15- BP 2010O1

--------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (Continued)
--------------------------------------------------------------------------------

ANNUITY TABLES

The Annuity Tables show the guaranteed minimum amount of monthly Annuity Payment
that applies to the first payment for Variable Annuity Payments and to each
payment for Fixed Annuity Payments for each $1,000 of Annuity Payout Amount for
each of Annuity Options 1 through 4. The amount of each Annuity Payment for
Annuity Options 1 through 4 will depend on the Annuitant's sex and age on the
Annuity Payout Date. The Annuity Tables state values for the exact ages shown.
The values will be interpolated based on the Annuitant's exact age on the
Annuity Payout Date. On request the Company will furnish the amount of monthly
Annuity Payment per $1,000 applied for any ages not shown.

The Company bases the Tables for Annuity Options 1 through 4 on: (1) the 1983
Table "A" Mortality Table projected for mortality improvement for 45 years using
Projection Scale G; and (2) an interest rate of 3 1/2% a year.

For Annuity Options 5 through 7, age and sex are not considered. Annuity
Payments for these options are computed without reference to the Annuity Tables.

ANNUITY PAYMENTS

The Annuity Option is shown on page 3. The Owner may choose any form of Annuity
Option that is allowed by the Company. The Owner may choose an Annuity Option by
written request. This request must be Received by the Company at least 30 days
prior to the Annuity Payout Date. Several Annuity Options are listed on pages 18
and 19. No Annuity Option can be selected that requires the Company to make
periodic payments of less than $20.00. If no Annuity Option is chosen prior to
the Annuity Payout Date, the Company will use the Life with 10-Year Fixed Period
Option. Each Annuity Option allows for making Annuity Payments annually,
semiannually, quarterly or monthly.

CHANGE OF ANNUITY OPTION

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

FIXED ANNUITY PAYMENTS

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

VARIABLE ANNUITY PAYMENTS

With respect to Fixed Annuity Payments, the amounts shown on the Tables are the
first Annuity Payment, based on the assumed interest rate of 3 1/2% for Annuity
Options 1 through 4. The amount of each Annuity Payment after the first for
these options is computed by means of Annuity Units. Neither expense actually
incurred (other than tax on investment return), nor mortality actually
experienced, shall adversely affect the dollar amount of annuity income already
commenced.

ANNUITY UNITS

The number of Annuity Units is found by dividing the first Annuity Payment by
the Annuity Unit Value for the selected Subaccount on the Annuity Payout Date.
The number of Annuity Units for the Subaccount then remains constant, unless an
Exchange of Annuity Units is made. After the first Annuity Payment, the dollar
amount of each subsequent Annuity Payment is equal to the number of Annuity
Units times the Annuity Unit Value for the Subaccount on the due date of the
Annuity Payment.

00-00000-00
FSB201 H (4-94) -16- BP 2010G1

ANNUITY UNITS (Cont'd)

The Annuity Unit Value for each Subaccount was first set at $1.00. The Annuity
Unit Value for any subsequent Valuation Date is equal to (a) times (b) times
(c), where:

(a) is the Annuity Unit Value on the immediately preceding Valuation Date;
(b) is the Net Investment Factor for the Valuation Date;
(c) is a factor used to adjust for an assumed interest rate of 3 1/2% per
year used to determine the Annuity Payment amounts. The assumed interest
rate is reflected in the Annuity Tables.

NET INVESTMENT FACTOR

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

1. is equal to:

a. the net asset value per share of the mutual fund held in the
Subaccount, found at the end of the current Valuation Period; plus
b. the per share amount of any dividend or capital gain distributions
paid by the Subaccount's underlying mutual fund that is not included
in the net asset value per share; plus or minus
c. a per share charge or credit for any taxes reserved for, which the
Company deems to have resulted from the operation of the Subaccount.

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

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

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

ALTERNATE ANNUITY OPTION RATES

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

00-00000-00
-17- BP 2010G1

ANNUITY OPTIONS

OPTION 1

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

OPTION 2

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

OPTION 3

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

OPTION 4

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

OPTION 5

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

OPTION 6

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

00-00000-00
FSB201 1(4-94) -18- BP 2010H1

ANNUITY OPTIONS (cont'd)

OPTION 7

AGE RECALCULATION OPTION: This option provides payments based upon the
Annuitant's life expectancy, or the joint life expectancies of the Annuitant and
a beneficiary, at the Annuitant's attained age (and the Annuitant's
beneficiary's attained or adjusted age, if applicable) each year. The payments
are computed by reference to actuarial tables prescribed by the Treasury
Secretary. Payments are made until the amount applied is exhausted. If the
Contract Value is held in the Fixed Account, then the number of payments will
vary as a result of the interest rate (as adjusted periodically) credited on the
Fixed Account. This rate is guaranteed to be not less than the Guaranteed Rate
shown on page 3. If the Contract Value is held in the Separate Account, then the
number of payments will vary as a result of the investment performance of the
Subaccounts chosen. If all the Annuitants die before receiving the remaining
payments, such payments will be made to the Designated Beneficiary.

00-00000-00
-00- XX 0000X0

XXXXXXX TABLES
--------------------------------------------------------------------------------
TABLE A
GUARANTEED MINIMUM AMOUNT
OF MONTHLY PAYMENT FOR
EACH $1,000 APPLIED

SINGLE LIFE ANNUITY
--------------------------------------------------------------------------------
AGE OF MONTHLY PAYMENTS CERTAIN INSTALLMENT
PAYEE 0 60 120 180 240 REFUND
--------------------------------------------------------------------------------
MALE
----
55 4.45 4.44 4.41 4.37 4.30 4.31
56 4.52 4.51 4.48 4.43 4.36 4.37
57 4.60 4.59 4.56 4.50 4.42 4.44
58 4.68 4.67 4.64 4.57 4.47 4.51
59 4.77 4.76 4.72 4.65 4.53 4.58
60 4.87 4.85 4.81 4.72 4.60 4.65
61 4.97 4.95 4.90 4.80 4.66 4.73
62 5.07 5.05 5.00 4.89 4.72 4.82
63 5.19 5.17 5.10 4.97 4.79 4.90
64 5.31 5.29 5.20 5.06 4.85 5.00
65 5.44 5.41 5.32 5.15 4.92 5.09
66 5.58 5.55 5.44 5.24 4.98 5.20
67 5.73 5.69 5.56 5.34 5.05 5.30
68 5.89 5.84 5.69 5.44 5.11 5.41
69 6.06 6.00 5.82 5.54 5.17 5.53
70 6.24 6.17 5.97 5.64 5.23 5.66

FEMALE
------
55 4.11 4.11 4.10 4.08 4.05 4.05
56 4.17 4.17 4.16 4.14 4.10 4.10
57 4.23 4.23 4.22 4.19 4.15 4.15
58 4.30 4.29 4.28 4.25 4.21 4.21
59 4.37 4.36 4.35 4.32 4.27 4.27
60 4.44 4.44 4.42 4.38 4.33 4.34
61 4.52 4.51 4.49 4.45 4.39 4.40
62 4.60 4.59 4.57 4.52 4.45 4.47
63 4.69 4.68 4.65 4.60 4.52 4.55
64 4.78 4.77 4.74 4.68 4.58 4.63
65 4.88 4.87 4.84 4.76 4.65 4.71
66 4.99 4.98 4.93 4.85 4.72 4.80
67 5.10 5.09 5.04 4.94 4.79 4.89
68 5.23 5.21 5.15 5.04 4.86 4.99
69 5.36 5.34 5.27 5.14 4.94 5.09
70 5.50 5.48 5.39 5.24 5.01 5.20

Rates not shown will be provided upon request. The guaranteed minimum monthly
payments shown apply to the initial payment for Variable Annuity Payments and to
each payment for Fixed Annuity Payments.

--------------------------------------------------------------------------------
JOINT & LAST
SURVIVOR ANNUITY
TABLE B - MONTHLY FEMALE MALE AGE
INSTALLMENTS AGE 55 60 62 65 70
--------------------------------------------------------------------------------
Until last Death 55 3.85 3.93 3.95 3.99 4.03
of Two Payees 60 3.98 4.10 4.15 4.21 4.29
per $1,000 of 62 4.03 4.18 4.23 4.30 4.40
benefit amount 65 4.11 4.28 4.35 4.45 4.59
70 4.21 4.45 4.54 4.69 4.92

Annual, semiannual, or quarterly payments can be determined from Table A or B by
multiplying the monthly payments by 11.812854, 5.9572233, and 2.9914201,
respectively.

00-00000-00
FSB201 1 (4-94) -20- BP 2010K

A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*Purchase Payments may be made until the earlier of the Annuity Payout Date or
termination of the Contract.

*A Death Benefit may be paid prior to the Annuity Payout Date according to the
Contract provisions.

*Annuity Payments begin on the Annuity Payout Date using the method as
specified in this Contract.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
70 West Red Oak Lane, 4th Floor, White Plains, New York 10604

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

Signed for First Security Benefit Life Insurance and Annuity Company of New York
on the Contract Date.

XXXXX X. XXXXX XXXXXX X. XXXXXX
Secretary President

A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*Purchase Payments may be made until the earlier of the Annuity Payout Date or
termination of the Contract.

*A Death Benefit may be paid prior to the Annuity Payout Date according to the
Contract provisions.

*Annuity Payments begin on the Annuity Payout Date using the method specified
in this Contract.

*The smallest annual rate of investment return that would have to be earned on
the assets of the Separate Account so that the dollar amount of Variable
Annuity Payment will not decrease is 3 1/2%. A daily charge corresponding to an
annual charge of .55% is applied to the assets of the Separate Account by the
Company. Please refer to the "Contract Value and Expense Provisions" beginning
on page 10.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
00 Xxxx Xxx Xxx Xxxx, 0xx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000

Form FSB201 (R11-96)U BP 2010Q1

--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------

PAGE

CONTRACT SPECIFICATIONS ............................................... 3

DEFINITIONS ........................................................... 4-6

GENERAL PROVISIONS .................................................... 7, 8
The Contract ........................................................ 7
Compliance .......................................................... 7
Misstatement of Age ................................................. 7
Evidence of Survival ................................................ 7
Incontestability .................................................... 7
Assignment .......................................................... 7
Exchanges ........................................................... 8
Claims of Creditors ................................................. 8
Nonforfeiture Values ................................................ 8
Non-Participating ................................................... 8
Statements .......................................................... 8

OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS ....................... 9
Ownership ........................................................... 9
Joint Ownership ..................................................... 9
Annuitant ........................................................... 9
Primary and Secondary Beneficiaries ................................. 9
Ownership and Beneficiary Changes ................................... 9

PURCHASE PAYMENT PROVISIONS ........................................... 10
Flexible Purchase Payments .......................................... 10
Purchase Payment Limitations ........................................ 10
Purchase Payment Allocation ......................................... 10
Place of Payment .................................................... 10

CONTRACT VALUE AND EXPENSE PROVISIONS ................................. 10-12
Contract Value ...................................................... 10
Fixed Account Contract Value ........................................ 10
Fixed Account Interest Crediting .................................... 11
Separate Account Contract Value ..................................... 11
Accumulation Unit Value ............................................. 11
Determining Accumulation Units ...................................... 11
Mortality and Expense Risk Charge ................................... 12
Premium Tax Expense ................................................. 12
Mutual Fund Expenses ................................................ 12

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

DEATH BENEFIT PROVISIONS .............................................. 14, 15
Death Benefit ....................................................... 14
Proof of Death ...................................................... 14
Distribution Rules .................................................. 14, 15

ANNUITY PAYMENT PROVISIONS ............................................ 15-19
Annuity Payout Date ................................................. 15
Change of Annuity Payout Date ....................................... 15
Annuity Payout Amount ............................................... 15
Annuity Tables ...................................................... 16
Annuity Payments .................................................... 16
Change of Annuity Option ............................................ 16
Fixed Annuity Payments .............................................. 16
Variable Annuity Payments ........................................... 16
Annuity Units ....................................................... 16, 17
Net Investment Factor ............................................... 17
Alternate Annuity Option Rates ...................................... 17
Annuity Options ..................................................... 18, 19

ANNUITY TABLES ........................................................ 20

AMENDMENTS OR ENDORSEMENTS, IF ANY

-2- BP 2010Q1

--------------------------------------------------------------------------------
CONTRACT SPECIFICATIONS
--------------------------------------------------------------------------------

OWNER NAME: CONTRACT NUMBER:

OWNER DATE OF BIRTH: CONTRACT DATE:

JOINT OWNER NAME: ISSUE DATE:

JOINT OWNER DATE OF BIRTH: ANNUITY PAYOUT DATE:

ANNUITANT NAME: PLAN:

ANNUITANT DATE OF BIRTH: ASSIGNMENT:

ANNUITANT GENDER:

PRIMARY BENEFICIARY NAME: SECONDARY BENEFICIARY
NAME: See Application or subsequent change form
--------------------------------------------------------------------------------

INITIAL PURCHASE PAYMENT ....................

MINIMUM SUBSEQUENT PURCHASE PAYMENTS ........ investment program

MINIMUM SYSTEMATIC WITHDRAWAL ............... $100

MORTALITY AND EXPENSE RISK CHARGE ........... .55% Annually

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

ANNUITY OPTION ..............................

SUBACCOUNTS:

METHOD FOR DEDUCTIONS:

Deductions for any Premium Taxes will be allocated proportionately to the
Owner's Contract Value in the Subaccounts and the Fixed Account.

* The Annuity Payout Date and Annuity Option may be changed by the Owner prior
to the Annuity Payout Date. See "Change of Annuity Payout Date" and "Change
of Annuity Option."

FSB201 A (R9-96) -0- XXX00

--------------------------------------------------------------------------------
DEFINTIONS
--------------------------------------------------------------------------------

ACCOUNT

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

ACCUMULATION UNIT

ANNUITANT

ANNUITY OPTION

An Annuity Option is a set of provisions that form the basis for making Annuity
Payments. The Annuity Option is set prior to the Annuity Payout Date. Please see
"Annuity Options" on pages 18 and 19.

ANNUITY PAYOUT DATE

ANNUITY UNIT

The Annuity Unit is a unit of measure used to compute Variable Annuity Payments
for Annuity Options 1 through 4.

AUTOMATIC EXCHANGES

Automatic Exchanges are Exchanges among the Subaccounts and the Fixed Account.
Such exchanges are made automatically on a periodic basis by the Company at the
written request of the Owner.

COMPANY

The Company is First Security Benefit Life Insurance and Annuity Company of New
York.

CONTRACT ANNIVERSARY

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

CONTRACT DATE

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

CONTRACT YEAR

Contract Years are measured from the Contract Date.

CURRENT INTEREST

DESIGNATED BENEFICIARY

Upon the death of the Owner or Joint Owner, the Designated Beneficiary will be
the first person on the following list who is alive on the date of death:

1. Owner;
2. Joint Owner;
3. Primary Beneficiary;
4. Secondary Beneficiary;
5. Annuitant; and
6. the Owner's estate if no one listed above is alive.

FSB201 B (4-94) -4- 00-00000-00

--------------------------------------------------------------------------------
DEFINITIONS (Continued)
--------------------------------------------------------------------------------

DESIGNATED BENEFICIARY (Cont'd)

FIXED ACCOUNT

GUARANTEE PERIOD

HOME OFFICE

The address of the Company's Home Office is First Security Benefit Life
Insurance and Annuity Company of New York, 00 Xxxx Xxx Xxx Xxxx, 0xx Xxxxx,
Xxxxx Xxxxxx, Xxx Xxxx 00000.

ISSUE DATE

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

JOINT OWNER

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

NONNATURAL PERSON

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

OWNER

The Owner is the person who has all rights under the Contract. The Owner is
named on page 3. Please see "Ownership" provisions on page 9.

PREMIUM TAX

PURCHASE PAYMENT

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

RECEIVED BY THE COMPANY

The phrase "Received by the Company" means receipt by the Company in good order
at its Home Office at the address indicated above or such other address
designated in writing by the Company.

00-00000-00
-5- BP 2010A1

--------------------------------------------------------------------------------
DEFINITIONS (Continued)
--------------------------------------------------------------------------------

SEPARATE ACCOUNT

SUBACCOUNT NET ASSET VALUE

SUBACCOUNTS

VALUATION DATE

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

VALUATION PERIOD

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

FSB201 C (4-94)U 00-00000-00
-6- BP 201011

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

THE CONTRACT

COMPLIANCE

MISSTATEMENT OF AGE

If the age of the Annuitant has been misstated, payments shall be adjusted, when
allowed by law, to the amount which would have been provided for the correct
age. Proof of the age of an Annuitant may be required at any time, in a form
suitable to the Company. If payments have already commenced and the misstatement
has caused an underpayment, the full amount due with interest at a rate of 3%
will be paid with the next scheduled payment. If the misstatement has caused an
overpayment, the amount due with interest at the rate of 3% will be deducted
from one or more future payments.

EVIDENCE OF SURVIVAL

INCONTESTABILITY

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

ASSIGNMENT

00-00000-00
-7- BP 201011

--------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
--------------------------------------------------------------------------------

EXCHANGES

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

The Company reserves the right to delay Exchanges from the Fixed Account for up
to 6 months. The Company will inform you if there will be a delay.

CLAIMS OF CREDITORS

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

NONFORFEITURE VALUES

The Death Benefits, Withdrawal Values and Annuity Payout Values will at least
equal the minimum required by law.

NON-PARTICIPATING

This Contract is not participating and will pay no dividend.

STATEMENTS

FSB201 D(R9-96) -8- BP 2010N1

OWNERSHIP

JOINT OWNERSHIP

ANNUITANT

PRIMARY AND SECONDARY BENEFICIARIES

OWNERSHIP AND BENEFICIARY CHANGES

-9- BP 2010N1

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

FLEXIBLE PURCHASE PAYMENTS

PURCHASE PAYMENT LIMITATIONS

Total Purchase Payments to the Contract may not be greater than $1,000,000
without prior approval by the Company. The Minimum Subsequent Purchase Payment
amount is shown on page 3.

PURCHASE PAYMENT ALLOCATION

PLACE OF PAYMENT

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

CONTRACT VALUE

FIXED ACCOUNT CONTRACT VALUE

On any Valuation Date, the Fixed Account Contract Value is equal to the first
Purchase Payment allocated under the Contract to the Fixed Account:

PLUS:

1. any other Purchase Payments allocated under the Contract to the Fixed
Account;
2. any Exchanges from the Separate Account to the Fixed Account; and
3. any interest credited to the Fixed Account.

LESS:

00-00000-00
FSB201 E (4-94) -10- BP 2010D1

FIXED ACCOUNT INTEREST CREDITING

SEPARATE ACCOUNT CONTRACT VALUE

On any Valuation Date, the Separate Account Contract Value is the sum of the
then current value of the Accumulation Units allocated to each Subaccount for
this Contract.

ACCUMULATION UNIT VALUE

The initial Accumulation Unit Value for each Subaccount was set at $10. Other
Accumulation Unit Values are found on each Valuation Date by dividing (1) by (2)
where:

1. is equal to:

a. the Subaccount Net Asset Value determined at the end of the current
Valuation Period; plus
b. any dividends declared by the Subaccount's underlying mutual fund that
are not part of the Subaccount Net Asset Value; less
c. the accrued Mortality and Expense Risk Charge; and
d. any taxes for which the Company has reserved which the Company deems to
have resulted from the operation of the Subaccount.

2. is the number of Accumulation Units at the start of the Valuation Period.

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

DETERMINING ACCUMULATION UNITS

1. Purchase Payments that are applied to the Subaccount;
2. Contract Value that is Exchanged into or out of the Subaccount
3. Withdrawals that are deducted from the Subaccount; and
4. Premium Taxes that are deducted from the Subaccount.

00-00000-00
-11- BP 2010D1

MORTALITY AND EXPENSE RISK CHARGE

PREMIUM TAX EXPENSE

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

MUTUAL FUND EXPENSES

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

WITHDRAWALS

This provision is subject to any federal or state Withdrawal restrictions.

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

All Withdrawals must meet the following conditions.

00-00000-00
FSB201 F (4-94) -12- BP 2010E1

--------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
--------------------------------------------------------------------------------

WITHDRAWAL VALUE

The Withdrawal Value at any time will be: (1) the Contract Value; less (2) any
Premium Taxes due or paid by the Company.

SYSTEMATIC WITHDRAWALS

DATE OF REQUEST

PAYMENT OF WITHDRAWAL BENEFITS

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

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

2. when trading on the New York Stock Exchange is restricted; or

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

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

00-00000-00
-13- BP 2010E1

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

DEATH BENEFIT

The Stepped-Up Death Benefit is:

If a lump sum payment is requested, the payment will be made in accordance with
any laws and regulations that govern the payment of Death Benefits.

The value of the Death Benefit is determined as of the date that both Proof of
Death and instructions regarding payment are Received by the Company in good
order.

PROOF OF DEATH

Any of the following will serve as Proof of Death:

DISTRIBUTION RULES

FSB201 G (R9-96) -14- BP 2010O1

--------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS (Continued)
--------------------------------------------------------------------------------

DISTRIBUTION RULES (cont'd)

If any Owner dies after the Annuity Payout Date, Annuity Payments will continue
to be paid at least as rapidly as under the method of payment being used as of
the date of the Owner's death.

If the Owner is a Nonnatural Person, the distribution rules set forth above
apply in the event of the death of, or a change in, the Annuitant. This Contract
is deemed to incorporate any provision of Section 72(s) of the Internal Revenue
Code of 1986, as amended (the "Code"), or any successor provision. This Contract
is also deemed to incorporate any other provision of the code deemed necessary
by the Company, in its sole judgment, to qualify this Contract as an annuity.
The application of the distribution rules will be made in accordance with Code
section 72(s), or any successor provision, as interpreted by the Company in its
sole judgment.

--------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS
--------------------------------------------------------------------------------

ANNUITY PAYOUT DATE

The Annuity Payout Date is the date the first payment will be made to the
Annuitant under any of the Annuity Options.

CHANGE OF ANNUITY PAYOUT DATE

ANNUITY PAYOUT AMOUNT

The Annuity Payout Amount is applied to one of the Annuity Options listed on
pages 18 and 19. The Annuity Start Amount is: (1) the Contract Value on the
Annuity Payout Date; less (2) any Premium Taxes due or paid by the Company.
Unless otherwise directed by the Owner, Annuity Payout Amount derived from Fixed
Account Contract Value will be applied to purchase a Fixed Annuity Option; that
derived from Separate Account Contract Value will be applied to purchase a
Variable Annuity Option.

-15- BP 2010O1

ANNUITY TABLES

The Annuity Tables show the guaranteed minimum amount of monthly Annuity Payment
that applies to the first payment for Variable Annuity Payments and to each
payment for Fixed Annuity Payments for each $1,000 of Annuity Payout Amount for
each of Annuity Options 1 through 4. The amount of each Annuity Payment for
Annuity Options 1 through 4 will depend on the Annuitant's age on the Annuity
Payout Date. The Annuity Tables state values for the exact ages shown. The
values will be interpolated based on the Annuitant's exact age on the Annuity
Payout Date. On request the Company will furnish the amount of monthly Annuity
Payment per $1,000 applied for any ages not shown.

For Annuity Options 5 through 7, age is not considered. Annuity Payments for
these options are computed without reference to the Annuity Tables.

ANNUITY PAYMENTS

CHANGE OF ANNUITY OPTION

FIXED ANNUITY PAYMENTS

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

VARIABLE ANNUITY PAYMENTS

ANNUITY UNITS

FSB201 H (4-94) 00-00000-00
-16- BP 201OM1

ANNUITY UNITS (Cont'd)

The Annuity Unit Value for each Subaccount was first set at $1.00. The Annuity
Unit Value for any subsequent Valuation Date is equal to (a) times (b) times
(c), where:

NET INVESTMENT FACTOR

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

1. is equal to:

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

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

ALTERNATE ANNUITY OPTION RATES

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

00-00000-00
-17- BP 2010M1

ANNUITY OPTIONS

OPTION 1

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

OPTION 2

OPTION 3

OPTION 4

OPTION 5

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

OPTION 6

00-00000-00
FSB 201 1 (4-94) -18- BP 201041

ANNUITY OPTIONS (cont'd)

OPTION 7

00-00000-00
-00- XX 0000X0

XXXXXXX TABLES
--------------------------------------------------------------------------------
TABLE A
GUARANTEED MINIMUM AMOUNT
OF MONTHLY PAYMENT FOR
EACH $1,000 APPLIED

SINGLE LIFE ANNUITY
--------------------------------------------------------------------------------
AGE MONTHLY PAYMENTS CERTAIN INSTALLMENT
OF PAYEE 0 60 120 180 240 REFUND
--------------------------------------------------------------------------------
UNISEX
55 4.11 4.11 4.10 4.08 4.05 4.05
56 4.17 4.17 4.16 4.14 4.10 4.10
57 4.23 4.23 4.22 4.19 4.15 4.15
58 4.30 4.29 4.28 4.25 4.21 4.21
59 4.37 4.36 4.35 4.32 4.27 4.27
60 4.44 4.44 4.42 4.38 4.33 4.34
61 4.52 4.51 4.49 4.45 4.39 4.40
62 4.60 4.59 4.57 4.52 4.45 4.47
63 4.69 4.68 4.65 4.60 4.52 4.55
64 4.78 4.77 4.74 4.68 4.58 4.63
65 4.88 4.87 4.84 4.76 4.65 4.71
66 4.99 4.98 4.93 4.85 4.72 4.80
67 5.10 5.09 5.04 4.94 4.79 4.89
68 5.23 5.21 5.15 5.04 4.86 4.99
69 5.36 5.34 5.27 5.14 4.94 5.09
70 5.50 5.48 5.39 5.24 5.01 5.20

Rates not shown will be provided upon request. The guaranteed minimum monthly
payments shown apply to the initial payment for Variable Annuity Payments and to
each payment for Fixed Annuity Payments.

--------------------------------------------------------------------------------
JOINT & LAST AGE
SURVIVOR ANNUITY
TABLE B - MONTHLY
INSTALLMENTS AGE 55 60 62 65 70
--------------------------------------------------------------------------------
Until last Death 55 3.77 3.87 3.90 3.95 4.00
of Two Payees 60 3.87 4.01 4.06 4.13 4.24
per $1,000 of 62 3.90 4.06 4.12 4.21 4.34
benefit amount 65 3.95 4.13 4.21 4.32 4.49
70 4.00 4.24 4.34 4.49 4.75

Annual, semiannual, or quarterly payments can be determined from Table A or B by
multiplying the monthly payments by 11.812854, 5.9572233, and 2.9914201,
respectively.

00-00000-00
FSB201 J (4-94)U -20- BP 2010L

A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*Purchase Payments may be made until the earlier of the Annuity Payout Date or
termination of the Contract.

*A Death Benefit may be paid prior to the Annuity Payout Date according to the
Contract provisions.

*Annuity Payments begin on the Annuity Payout Date using the method as
specified in this Contract.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
00 Xxxx Xxx Xxx Xxxx, 0xx Xxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000

TAX-SHELTERED ANNUITY ENDORSEMENT
________________________________________________________________________________

This Contract is established as a Tax-Sheltered Annuity ("TSA") under Section
403(b) of the Internal Revenue Code of 1986, as amended (the "Code") or any
successor provision, pursuant to the Owner's request in the application.
Accordingly, this Endorsement is attached to and made part of the Contract as of
its issue date or, if later, the date shown below.

TAX-SHELTERED ANNUITY PROVISIONS

To ensure treatment as a TSA, this Contract will be subject to the requirements
of Code Section 403(b), which are briefly summarized below:

CONTRIBUTION LIMITATIONS

(a) Purchase Payments made on behalf of the Owner pursuant to a salary
reduction agreement when added to "elective deferral" contributions under
all other plans, contracts or arrangements in which the Owner
participates, may not exceed the annual limitation on such contributions
as provided in Code Section 401(a)(30).

(b) Purchase Payments applied to the Contract on behalf of the Owner which
exceed the applicable "exclusion allowance" (within the meaning of Code
Section 403(b)(2)) or the limitations contained in Code Section 415 shall
not be excludable from gross income.

(c) Purchase Payments that exceed any of the foregoing limitations may be
returned, distributed or otherwise corrected using any method permissible
under the Code.

NONDISCRIMINATION REQUIREMENTS

(a) Except if this Contract is purchased by a "church" (within the meaning of
Code Section 3121(w)), the Plan must satisfy the nondiscrimination
requirements of Code Section 403(b)(12).

(b) Purchase Payments not made pursuant to a salary reduction agreement will
satisfy the nondiscrimination requirements of Code Section 403(b)(12)
provided they satisfy the requirements of Code Section 401(a)(4)
(nondiscrimination in contributions), Code Section 401(a)(5) (permitted
disparity), Code Section 401(a)(17) (annual limit on compensation), Code
Section 401(m) (average contribution percentage test) and Code Section
410(b) (coverage).

(c) Purchase Payments made pursuant to a salary reduction agreement will
satisfy the nondiscrimination requirements of Code Section 403(b)(12)
provided that every employee of the Employer sponsoring the Plan, may
elect to make Purchase Payments of more than $200 pursuant to a salary
reduction agreement.

DISTRIBUTION RESTRICTIONS AND REQUIREMENTS

(a) Distributions attributable to Purchase Payments made pursuant to a salary
reduction agreement may be made only when the Owner attains age 59 1/2,
separates from service, dies, becomes "disabled" (within the meaning of
the Code Section 403(b)(11)) or incurs a hardship. A distribution made
due to a hardship may not include income attributable to such Purchase
Payments.

FSB202 (R2-97) -1- SP 020231

(b) Distributions from this Contract must comply with the minimum
distribution and incidental death benefit requirements of Code Section
403(b)(10). Accordingly, an Owner's entire interest under the Contract
generally must be distributed (or begin to be distributed) by April 1 of
the calendar year following the later of (i) the calendar year in which
the Owner attains age 70 1/2, or (ii) the calendar year in which the
Owner retires (the "Required Beginning Date").

Distributions commencing not later than the Required Beginning Date may
be made over the life of the Owner or over the lives of the Owner and his
or her Designated Beneficiary (or over a period not extending beyond the
life expectancy of the Owner or the life expectancy of the Owner and his
or her Designated Beneficiary).

(c) If the Owner dies before distribution of his or her interest in the
Contract has begun in accordance with paragraph (b) above, the Owner's
entire interest must be distributed within five years, unless: (i) such
interest is distributed to a Designated Beneficiary over his or her life
(or over a period not extending beyond such Designated Beneficiary's life
expectancy); and (ii) such distribution begins not later than one year
after the Owner's death. If the Designated Beneficiary is the Owner's
surviving spouse, the date on which the distributions are required to
begin shall not be earlier than the date on which the Owner would have
attained age 70 1/2.

(d) If the Owner dies after distribution of his or her interest in this
Contract has begun in accordance with paragraph (b) above but before his
or her entire interest has been distributed, the remaining interest must
be distributed at least as rapidly as under the method of distribution
being used prior to the Owner's death.

(e) All distributions must comply with a method of distribution offered by
the Company under this Contract.

(f) If the Owner receives a distribution from this Contract that qualifies as
an "eligible rollover distribution" (within the meaning of Code Section
402(f)(2)(A)) and elects to have such distribution paid directly to an
"eligible retirement plan" (within the meaning of Code Section 402(c)),
such distribution shall be made in the form of a direct transfer to the
eligible retirement plan. The Company may establish reasonable
administrative rules applicable to such direct transfers.

NONFORFEITABLITY

(a) The Owner's rights under this Contract shall be nonforfeitable except for
failure to pay future Premiums.

(b) This Contract may not be transferred, sold, assigned or pledged as
collateral for a loan or as security for the performance of an obligation
or for any other purposes to any person other than the Company.

MULTIPLE CONTRACTS

(a) If for any taxable year an Owner is covered by this Contract and any
other TSA, all such contracts shall be treated as a single contract.

-2- SP 020231

PLAN PROVISIONS

The Plan, including certain Plan provisions required by the Employee Retirement
Income Security Act of 1974 or other applicable law, may limit the Owner's
rights under this Contract. The Plan provisions may:

(a) Limit the Owner's right to make Purchase Payments;

(b) Restrict the time when the Owner may elect to receive payments under this
Contract;

(d) Require that all distributions be made in the form of a joint and
survivor annuity for the Owner and the Owner's spouse unless both consent
to a different form of distribution;

(e) Require that the Owner's spouse be the Designated Beneficiary;

(f) Require that the Owner remain employed by the Employer sponsoring the
Plan for a specified period of time before the Owner's rights under this
Contract become fully vested; or

(g) Otherwise restrict the Owner's exercise of rights under the Contract or
give the Employer sponsoring the Plan (or a Plan representative) the
right to exercise certain rights on the Owner's behalf.

No such Plan provision shall limit an Owner's rights under this Contract, unless
the Employer sponsoring the Plan has provided the Company with written
notification of such provision. In no event shall any such Plan provision
enlarge the Company's obligations under this Contract.

TAX CONSEQUENCES

(a) The Company will not incur any liability or be responsible for the
timing, purpose or propriety of any contribution or distribution; any tax
or penalty imposed on account of any such contribution or distribution;
or any other failure, in whole or in part, by the Owner or the Employer
to comply with the provisions set forth in the Code or any other law.

ADMINISTRATION

The Company does not act as the administrator of the Plan. Accordingly, the
Company will not incur any liability or be responsible for interpreting the Plan
or deciding any questions arising thereunder.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

XXXXX X. XXXXX XXXXXX X. XXXXXX

Secretary President

_____________________________
Endorsement Effective Date
(If Other Than Issue Date)

FSB202 (R2-97) -3- SP 020231
XX 0000X0

XXXXXXXXXXX
________________________________________________________________________________

INDIVIDUAL RETIREMENT ANNUITY PROVISIONS
________________________________________________________________________________

INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

This Contract is established as an Individual Retirement Annuity ("XXX") as
defined in Section 408 of the Internal Revenue Code of 1986, as amended (the
"Code") or any successor provision pursuant to the Owner's request in the
Application. Accordingly, this endorsement is attached to and made part of the
Contract as of its Issue Date or, if later, the date shown below.
Notwithstanding any other provisions of the Contract to the contrary, the
following provisions shall apply.

RESTRICTIONS ON INDIVIDUAL RETIREMENT ANNUITY

To ensure treatment as an XXX, this Contract will be subject to the requirements
of Code Section 408, which are briefly summarized below.

1. The Contract is established for the exclusive benefit of the Owner or his
or her beneficiaries. The Owner shall be the Annuitant.

2. The Contract shall be nontransferable and the entire interest of the Owner
in the Contract is nonforfeitable.

3. Notwithstanding any provision of the Contract to the contrary, the
distribution of the Owner's interest shall be made in accordance with the
minimum distribution requirements of Section 401(a)(9) of the Internal
Revenue Code and the regulations thereunder, including the incidental death
benefit provisions of Section 1.401(a)(9)-2 of the proposed regulations.

The Owner's entire interest in the Contract must be distributed, or begin
to be distributed, by the Owner's required beginning date, which is the
April 1 following the calendar year in which the Owner reaches age 70 1/2.
For each succeeding year, a distribution must be made on or before December
31. By the required beginning date, the Owner may elect to have the balance
in the account distributed in one of the following forms:

1) A single lump sum payment;

2) Equal or substantially equal monthly, quarterly, or annual payments
over the life of the Owner or over the joint and last survivor lives
of the Owner and his or her Designated Beneficiary; or

3) Equal or substantially equal annual payments over a specified period
that may not be longer than the Owner's life expectancy or the joint
and last survivor life expectancy of the Owner and his or her
Designated Beneficiary.

An Annuity Option may not be elected with a Fixed Period that will guarantee
Annuity Payments beyond the life expectancy of the Annuitant and Beneficiary and
Annuity Payments must be made at least annually and in equal amounts.

4. If the Owner dies before his or her entire interest is distributed, the
entire remaining interest will be distributed as follows:

a. If the Owner dies on or after distributions have begun under Section 3,
the entire remaining interest must be distributed at least as rapidly
as provided under Section 3.

FSB203 (R2-97) SP020331

________________________________________________________________________________

INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (Continued)
________________________________________________________________________________

RESTRICTIONS ON INDIVIDUAL RETIREMENT ANNUITY (Continued)

b. If the Owner dies before distributions have begun under Section 3, the
entire remaining interest must be distributed as elected by the Owner
or, if the Owner has not so elected, as elected by the Designated
Beneficiary or Beneficiaries as follows:

1) by December 31 of the year containing the fifth anniversary of the
Owner's death; or

2) in equal or substantially equal payments over the life or life
expectancy of the Designated Beneficiary or Beneficiaries starting by
December 31 of the year following the year of the Owner's death. If,
however, the Designated Beneficiary is the Owner's surviving spouse,
then this Distribution is not required to begin until December 31 of
the later of: (1) the calendar year immediately following the
calendar year in which the Owner died; or (2) the calendar year in
which the Owner would have attained age 70 1/2.

5. An individual may satisfy the minimum distribution requirements under
Section 401(a)(9) of the Code by receiving a distribution from one XXX that
is equal to the amount required to satisfy the minimum distribution
requirements for two or more IRAs. For this purpose, the Owner of two or
more IRAs may use the "alternative method" described in Notice 88-38,
1988-1 C.B. 524, to satisfy the minimum distribution requirements described
above.

6. Any refund of premiums (other than those attributable to excess
contributions) will be applied before the close of the calendar year
following the year of the refund toward the payment of future premiums or
the purchase of additional benefits.

7. The annual premium shall not exceed the lesser of $2,000 or 100 percent of
compensation ($4,000 or 100 percent of compensation for Spousal IRAs
however, no more than $2,000 can be contributed to either spouse's XXX),
except for plans defined in Section 408(k) of the Code, for which annual
premiums shall not exceed $30,000.

8. Rollover contributions from other qualified plans permitted by the Internal
Revenue Code Sections 402(c), 403(a)(4), 403(b)(8), and 408(d)(3), are
excluded from the limit set forth in Section 8.

9. Notwithstanding any Contract provisions to the contrary, no amount may be
borrowed under the Contract and no portion may be used as security for a
loan.

10. Annuity Payments may not begin before the Annuitant attains the age of 59
1/2 without incurring a penalty tax except in the situations described in
Section 72(t) of the Code.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

XXXXX X. XXXXX XXXXXX X. XXXXXX

Secretary President

______________________________
Endorsement Effective Date
(If Other Than Issue Date)

FSB203 (R2-97) SP 020331

ENDORSEMENT

________________________________________________________________________________

DOLLAR COST AVERAGING OPTION PROVISIONS
________________________________________________________________________________

This endorsement is attached to and made part of the Contract as of its issue
date or, if later, the date shown below.

Prior to the Annuity Payout Date, the Company offers an Automatic Exchange
option, known as the Dollar Cost Averaging option. Under this option, the Owner
may authorize the Company to Exchange Contract Value from one Account to one or
more of the other Accounts on a monthly, quarterly, semiannual or annual basis
in an amount specified by the Owner.

To elect the option, the Owner's Contract Value must be at least $5,000 ($2,000
for a Contract funding a Qualified Plan) at the time the Owner's written request
is Received by the Company. The Owner's written request to the Company must set
forth the following information: (1) the Account from which Exchanges are to be
made; (2) the Account or Accounts to which Exchanges are to be made; (3) the
basis on which the amount of the Exchange is to be determined, which may be a
specific dollar amount, a fixed percentage or earnings only; (4) the frequency
of the Exchanges, which may be monthly, quarterly, semiannual or annual; and (5)
the length of time during which Exchanges are to be made or the total amount to
be exchanged over time.

Dollar Cost Averaging from the Fixed Account must extend over a minimum period
of one year. Exchanges made pursuant to this option must be in a minimum amount
of $200 and a minimum of $25 must be allocated to any one Account.

The Company will make Exchanges pursuant to this option on the date specified by
the Owner or, if no date is specified, on each monthly, quarterly, semiannual or
annual anniversary, whichever corresponds to the period selected by the Owner,
of the date the written request in proper form is Received by the Company. Such
Exchanges to and from the Subaccounts are made on the basis of the Accumulation
Unit Value determined as of the end of the Valuation Period in which they are
effected. Exchanges to and from the Fixed Account are made on the basis of Fixed
Account Contract Value as of the end of the Valuation Period in which they are
effected. Exchanges made pursuant to this option are not included in the six
Exchanges allowed per Contract Year.

Exchanges will be made until: (1) the total amount elected has been exchanged;
(2) the time period chosen has expired; or (3) Contract Value in the Account or
Accounts from which exchanges are made has been depleted. The Owner may
terminate the Dollar Cost Averaging option by written request to the Company,
and the option will terminate automatically on the Annuity Payout Date or on
receipt by the Company of Proof of Death of the Owner. If the Fixed Account is
part of the option, the following transactions also will terminate the option
automatically: (1) a Purchase Payment allocated to the Fixed Account; and (2)
any Exchange to or from the Fixed Account. The Owner may not have in effect at
the same time the Dollar Cost Averaging and Asset Rebalancing options.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

XXXXX X. XXXXX XXXXXX X. XXXXXX

Secretary President

_____________________________
Endorsement Effective Date
(if Other Than Issue Date)

00-00000-00
FSB211 (9-94) SP 02111

ENDORSEMENT

________________________________________________________________________________

ASSET REBALANCING OPTION PROVISIONS
________________________________________________________________________________

This endorsement is attached to and made part of the Contract as of its issue
date or, if later, the date shown below.

Prior to the Annuity Payout Date, the Company offers an Automatic Exchange
option, known as the Asset Rebalancing option. Under this option, the Owner may
authorize the Company to Exchange Contract Value among the Accounts each quarter
to maintain a percentage allocation among the Accounts specified by the Owner.

To elect the option, the Owner's Contract Value must be at least $10,000 ($2,000
for a Contract funding a Qualified Plan) at the time the Owner's written request
is Received by the Company. The Owner's written request to the Company must set
forth the Accounts included under the option and the percent of Contract Value
which should be allocated to each Account each quarter. The Company may require
all Contract Value allocated to the Subaccounts to be included in the Asset
Rebalancing option. The Fixed Account may be included in the Asset Rebalancing
option, provided that upon an Asset Rebalancing request being Received by the
Company, Contract Value may be allocated among the Fixed Account and the
Subaccounts in the percentages selected by the Owner without violating the
limits on Exchanges from the Fixed Account. Please see "Exchanges" on page 8.

The Company will make the first Exchange pursuant to this option on the
beginning date which is: (1) the date specified by the Owner; or (2) if no date
is specified by the Owner, the request is received after the date specified or
the date specified is not a working day, the date the written request in proper
form is Received by the Company. Subsequent Exchanges will be made on each
quarterly anniversary of the beginning date. Exchanges to and from the
Subaccounts are made on the basis of the Accumulation Unit Value as of the end
of the Valuation Period in which they are effected. Exchanges to and from the
Fixed Account are made on the basis of Fixed Account Contract Value as of the
end of the Valuation Period in which they are effected. Exchanges made pursuant
to this option are not included in the six Exchanges allowed per Contract Year.

The Owner may terminate the Asset Rebalancing option by written request to the
Company. The option will terminate automatically: (1) on the Annuity Payout
Date; (2) on receipt by the Company of Proof of Death of the Owner; and (3) in
the event of an Exchange of Contract Value otherwise than pursuant to this
Automatic Exchange option. If the Fixed Account is part of the option, the
following transactions also will terminate the option automatically: (1) a
Purchase Payment allocated to the Fixed Account; (2) any Exchange to or from the
Fixed Account; and (3) any Withdrawal of Contract Value. The Owner may not have
in effect at the same time the Dollar Cost Averaging and Asset Rebalancing
options.

FIRST SECURITY BENEFIT LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

XXXXX X. XXXXX XXXXXX X. XXXXXX

Secretary President

______________________________
Endorsement Effective Date
(If Other Than Issue Date)

00-00000-00
FSB212 (4-94) SP 02121

SCHEDULE 6

INTEREST RATE CREDITING PROCEDURES

Security Benefit's and Investment Services' assumptions are based
fundamentally on the premise that the fixed account would not likely be viewed
as a long term investment vehicle, but rather as a temporary holding portfolio
during market swings or to take advantage of dollar cost averaging investment
techniques. Accordingly, Security Benefit assumed only 10% of all contributions
made to the Annuity would be allocated to the fixed account. Other assumptions
were made as to how long the assets would stay in the fixed account and the rate
of new sales. The overall conclusion from the tests suggests that investments
made for the fixed account should be in bonds with durations of two to three
years to match the estimated net asset flows.

Another significant issue discussed was the anticipated asset size of the
fixed account. With current sales projections for 1995, 1996, and 1997, and only
10% assumed to be invested in the fixed account, it is not deemed to be
practical for Security Benefit to segregate a portfolio of this size.

However, if a segregated portfolio is not maintained by Security Benefit,
the methodology of establishing the monthly crediting rate becomes an issue. In
discussing this matter with Investment Services, Security Benefit concluded that
an acceptable approach in setting the periodic rate would be to start with the
yield on 2 1/2 year duration Treasury notes [(2 yr. T-Note + 3 yr. T-Note)/2],
add 60 basis points for anticipated credit spread and then deduct an agreed upon
pricing spread of 145 basis points. The resulting rate will be compared to
direct market competitor rates and one year CD's and may be adjusted. Security
Benefit believes that once the fixed account reaches approximately $200 million,
it will then consider actually segregating a portfolio if it is deemed
beneficial to the contract.

After a period of one year, Security Benefit and Investment Services will
revisit the scenario testing based upon actual experience. Security Benefit and
Investment Services will revisit the scenario testing sooner if market
conditions warrant. Such experience will then be used to adjust asset movement
assumptions if necessary.

SCHEDULE 7

OTHER EXPENSES

(1) Security Benefit shall pay the costs of printing and mailing the
Separate Account Financial Statement; provided, however, that Security
Benefit may make reasonable inquiry regarding the feasibility of
including such Financial Statement in any mailing to all Contract owners
made by Investment Services, and Investment Services may determine in
its sole judgment to include such Separate Account Financial Statement
in such mailing with no charge to Security Benefit for mailing expenses
unless the parties otherwise agree; and

(2) Security Benefit shall pay to Investment Services by each February 28,
the estimated cost of printing and mailing the Annual Statement of
Account to Contract owners based upon the number of Contract owners and
the cost of preparing Security Benefit's normal statement; provided,
however, that Investment Services shall be responsible for printing and
mailing such Annual Statement of Account to Contract owners.

EXHIBIT A

AGENT AND ADMINISTRATION MANUAL

(TABLE OF CONTENTS ONLY)

TABLE OF CONTENTS

1. X. XXXX PRICE AND SECURITY BENEFIT RELATIONSHIP

*Who is SBG?
*Who is X. Xxxx Price?
*SBG and TRP Relationship

2. WHAT IS AN ANNUITY?

*Annuity Basics
*Fixed and Variable Annuities
*Immediate vs Deferred Annuities
*Accumulation and Annuitization Period
*Single and Periodic Premiums

3. GENERAL PROVISIONS OF THE CONTRACT

*Free Look Period/Exchanges
*Dollar Cost Averaging/Asset Rebalancing
*Purchase Payments
*Ownership, Annuitant, and Beneficiary
*Contract Value and Expenses/Taxation

4. INVESTMENT OPTIONS

*New America Growth
*International Stock and Equity Income
*Personal Strategy Balanced
*Limited Term Bond
*Fixed Interest Account

5. BENEFITS

*Death Benefit Amount and Distribution
*Periodic Withdrawal
*Systematic Withdrawal

6. ANNUITY PAYOUT OPTIONS

*Dates
*Life Option (1)
*Life Annuity and Period Certain (2)
*Unit Refund Annuity (3)/Joint and Survivor Annuity (4)
*Payments for Fixed Period (5)/Payments for Fixed Amount (6)
*Age Recalculation (7)

7. SCREENS

*User Identification/Client/Alpha Screen
*Values Information/Fixed Interest Account/ACH
*Services/Contract Names and Addresses/Transaction History
*Purchases/Exchanges/Notes
*Forms/DMS/Escheatment

8. MISCELLANEOUS

*Confirmations/Statements of Accounts
*Application Check List
*Letters
*Checks
*Addresses and Writing Instructions
*Processing Questions

9. ADMINISTRATIVE PROCEDURES

*Document Handling Procedures
*New Application Procedure-CC/Batch Entry Procedure
*New Application Procedure-AA
*Application Approval List
*1035 Exchanges and Procedures
*DMS Indexing-Records Management

10. ADMINISTRATIVE SCREEN PROCEDURES

*Inquiry
*New Business
*Financial
*Service
*Communications
*Screen Navigation

EXHIBIT B

SERVICE AND QUALITY STANDARDS

Investment Services and Security Benefit both recognize the importance of
providing accurate and timely service to Variable Annuity Contract owners. The
parties, therefore, agree to measure and monitor performance to service
standards and processing quality, and to report results to each on a quarterly
basis. Investment Services and Security Benefit will meet on an annual basis to
review service levels and if necessary, establish an action plan for improving
performance levels. Adjustments to service and quality standards may be made as
agreed to by both Investment Services and Security Benefit.

1. SALES/NEW CONTRACTS

Security Benefit will:

1. Incoming calls from Investment Services representatives -- Security
Benefit will have a four person group of representatives to answer
incoming calls from Investment Services representatives between the
hours of 9 a.m. - 6 p.m. EST each day the New York Stock Exchange is
open. If Security Benefit representatives are unavailable, the
Investment Services representative will leave a message. The Investment
Services representative should be called back within four hours,
provided that calls received by Security Benefit after 2 p.m. EST may be
returned within the first hour of the next business day. As needed,
Security Benefit representatives will be available for conference calls
with Investment Services representatives and potential Contract owners
for complex issues.

2. Contract Establishment -- New contracts will be established on the day
of application receipt, unless the application is not in good order.
Security Benefit will notify Investment Services daily with the number
of applications being held (number of days and reason) for further
information from the applicant. The contract and welcome letter will be
issued within 2 days of contract establishment.

3. Confirmation Statements -- Security Benefit will send the Contract
owners a confirmation statement the business day after the contract is
established. For one-time transaction events (does not include automatic
transactions), Security Benefit will send the confirmation the next
business day.

4. Security Benefit will provide a daily status report (see attached
example #1) for Investment Services.

Investment Services will:

1. Sales Calls -- Investment Services will answer all telephone sales
inquiries within the following timeframes:

o 90% of the calls will be answered within 10 seconds
o The abandonment rate will not exceed 2%

o If assistance from an Investment Services Representative is
necessary, and a message is taken, the call will be returned the
same day, or if the message was received late in the day, the
following business morning.

2. Fulfillment Kit -- Investment Services will mail the fulfillment kit the
business day after receiving the fulfillment request.

2. ADMINISTRATION AND OPERATION SERVICE STANDARDS

Security Benefit will:

1. Written Transaction Requests -- Security Benefit will process written
requests for transactions on the day of receipt (if a business day).
Investment Services is to be notified of the quantity of requests held
for further information from the contractholder.

2. Contract Maintenance Requests -- Security Benefit will process
contractholder maintenance (i.e., services options) requests and
Investment Services generated requests on day of receipt (if a business
day) if received by 4 pm EST, otherwise it will be processed the next
business day.

3. Correspondence -- If Security Benefit rejects a Contract owner
transaction request, Security Benefit will send a letter to the Contract
owner by the next business day. If a maintenance request is rejected,
Security Benefit will send a letter to the Contract owner by the next
business day. If Security Benefit rejects an Investment Services
generated transaction or maintenance request, Security Benefit will
notify the Investment Services representative on the day of receipt of
the request for Investment Services action. All non-system generated
correspondence will be noted on the Security Benefit Software in the
Notes screen of the Contract owner's records.

4. Adjustment Requests -- If a contract's records require adjustment,
Investment Services will notify Security Benefit in writing. Adjustment
requests will be processed by Security Benefit on the day of receipt of
received by 4 pm EST. Security Benefit will notify Investment Services
of any outstanding adjustment requests each day. Security Benefit to
provide monthly summary (see attached sample #2) of adjustments
processed.

5. Research Documentation -- Security Benefit will fulfill Investment
Services request for contract documentation within 2 hours by fax if the
request was received by 4 pm EST. If the request is received after 4 pm
EST, then Security Benefit will provide the requested information by 11
am EST the next business day.

6. Regulatory Changes -- Security Benefit will take timely action to comply
with legislation and/or regulations which result in changes to the
administration of the Variable Annuity Plan.

Investment Services will:

1. Service Calls - Investment Services will answer all telephone service
calls within the following timeframes:

o 80% of the calls will be answered within 20 seconds
o The abandonment rate will not exceed 5%
o If assistance from an Investment Services Representative is
necessary, and a message is taken, the call will be returned the
same day, or if the message was received late in the day, the
following business morning.

2. All financial transactions received via telephone in good order by 4 pm
EST will be processed the same day.

3. All maintenance will be processed by the next business day. Research
requests will be completed within 3 business days. If not completed by
the third day, the request will be forwarded to an Investment Services
Coordinator for follow-up with Security Benefit.

4. Correspondence -- Any correspondence requests handled by Investment
Services will be answered within 3 business days of the requests.
Investment Services will note the correspondence on the Security Benefit
Software in the Notes screen of the contractholder's records.

3. QUALITY TARGET GOALS

Both Security Benefit and Investment Services will maintain the following
quality target goals:

FUNCTION GOAL (%)

Contract Set-up 98
Correspondence Rating Accuracy 98
Contract Maintenance Accuracy 98
Financial Transactions 99

4. EXAMPLE EXHIBITS

Example #1

Security Benefit Daily Status Report
Date: xx/xx/xx

Contracts Established xxx
Contracts Carried Over* xxx Oldest Date xx/xx/xx

Purchases Processed xxx
Exchanges Processed xxx
Withdrawals Processed xxx

Transaction Requests Carried Over* xxx Oldest Date xx/xx/xx

Correspondence Received xxx
Correspondence Processed xxx
Correspondence Carried Over* xxx Oldest Date xx/xx/xx

Adjustments Received xxx
Adjustments Processed xxx
Adjustments Carried Over* xxx Oldest Date xx/xx/xx

* For any items carried over, aging and status should be provided (i.e.,
10 items - 2 days outstanding, missing beneficiary information).

Example #2

Adjustment Monthly Summary
Month: XXX, 19XX
Adjustment Submitted by:

Security Benefit xxx xx%
Investment Services xxx xx%

BIS
LAIS
SAS (Investment Services to be broken down by department)
OMIC
BIC
WIC

Errors Caused by:

Security Benefit xxx xx%
Investment Services xxx xx%

BIS
LAIS
SAS (Investment Services to be broken down by department)
OMIC
BIC
WIC

Error Detail -- Security Benefit Adjustments

DATE PROCESSED REP NAME DEPARTMENT CONTRACT # DOLLAR AMOUNT

xx/xx/xx J. Rep XXX xxxxxxx $xxx.xx

Error Detail -- Investment Services Adjustments

DATE PROCESSED REP NAME DEPARTMENT CONTRACT # DOLLAR AMOUNT

xx/xx/xx J. Rep XXX xxxxxxx $xxx.xx

EXHIBIT C

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