AMENDED AND RESTATED CLASS A
                                DISTRIBUTION PLAN
                              SECURITY EQUITY FUND


WHEREAS,  the Security Equity Fund,  Small Company Series adopted a Distribution
Plan under Rule 12b-1 of the Investment  Company Act of 1940 with respect to its
Class A shares; and

WHEREAS, the Distribution Plan was initially entered into on September 15, 1997;
and

WHEREAS, on November 6, 1998, the Board of Directors of the Security Equity Fund
authorized  the issuance of three  additional  series of Class A common stock of
the Fund,  designated as the  International  Series,  Enhanced  Index Series and
Select 25 Series; and

WHEREAS, on November 6, 1998, the Board of Directors of the Security Equity Fund
determined  that  extending  the  Fund's  Class  A  Distribution   Plan  to  the
International Series,  Enhanced Index Series and Select 25 Series was reasonably
likely to benefit each such series and their respective shareholders; and

WHEREAS, in order to extend the Class A Distribution Plan to each such series of
Security Equity Fund, the Board of Directors has determined to amend and restate
the Class A Distribution Plan as follows:

1.  THE PLAN. This Distribution Plan (the "Plan"), provides for the financing by
    Security Equity Fund (the "Fund") of activities  which are, or may be deemed
    to be,  primarily  intended  to  result in the sale of Class A shares of the
    series of the Fund (hereinafter  called  "distribution-related  activities")
    set forth in Appendix A to the Plan (collectively  referred to herein as the
    "Series").  Appendix  A,  as  it  may  be  amended  from  time  to  time  is
    incorporated herein by this reference. The principal purpose of this Plan is
    to enable the Fund to  supplement  expenditures  by  Security  Distributors,
    Inc.,   the   Distributor   of   its   shares   (the    "Distributor")   for
    distribution-related  activities.  This Plan is  intended to comply with the
    requirements of Rule 12b-1 (the "Rule") under the Investment  Company Act of
    1940 (the "1940 Act").

    The Board of Directors, in considering whether the Fund should implement the
    Plan, has requested and evaluated such information as it deemed necessary to
    make an informed  determination as to whether the Plan should be implemented
    and has considered such pertinent factors as it deemed necessary to form the
    basis for a decision to use assets of the Fund for such purposes.

    In voting to approve the  implementation  of the Plan,  the  Directors  have
    concluded,  in the  exercise of their  reasonable  business  judgment and in
    light of their  respective  fiduciary  duties,  that  there is a  reasonable
    likelihood  that the Plan will  benefit  the  Series  and  their  respective
    shareholders.

2.  COVERED EXPENSES.

    (a)  The Fund may make payments  under this Plan, or any agreement  relating
         to the  implementation  of this Plan, in connection with any activities
         or expenses  primarily intended to result in the sale of Class A shares
         of  the  Fund,   including,   but  not   limited   to,  the   following
         distribution-related activities:

           (i)  Preparation,  printing and  distribution  of the  Prospectus and
                Statement of Additional  Information and any supplement  thereto
                used in  connection  with the offering of the Series'  shares to
                the public;

          (ii)  Printing  of  additional  copies for use by the  Distributor  as
                sales literature, of reports and other communications which were
                prepared by the Fund for distribution to existing shareholders;

         (iii)  Preparation,  printing  and  distribution  of  any  other  sales
                literature  used in connection  with the offering of the Series'
                shares to the public;

          (iv)  Expenses  incurred in advertising,  promoting and selling shares
                of the Series to the public;

           (v)  Any fees paid by the Distributor to securities  dealers who have
                executed a Dealer's Distribution  Agreement with the Distributor
                for account  maintenance and personal service to shareholders of
                the Series (a "Service Fee");

          (vi)  Commissions to sales  personnel for selling shares of the Series
                and interest expenses related thereto; and

         (vii)  Expenses  incurred in promoting sales of shares of the Series by
                securities  dealers,  including  the  costs  of  preparation  of
                materials  for   presentations,   travel   expenses,   costs  of
                entertainment,  and other expenses  incurred in connection  with
                promoting sales of Series shares by dealers.

    (b)  Any payments for distribution-related activities shall be made pursuant
         to an agreement.  As required by the Rule,  each agreement  relating to
         the  implementation  of this Plan  shall be in writing  and  subject to
         approval and  termination  pursuant to the  provisions  of Section 7 of
         this Plan. However,  this Plan shall not obligate the Fund or any other
         party to enter into such agreement.

3.  AGREEMENT WITH DISTRIBUTOR. All payments to the Distributor pursuant to this
    Plan shall be subject to and be made in compliance with a written  agreement
    between  the  Fund  and the  Distributor  containing  a  provision  that the
    Distributor  shall furnish the Fund with  quarterly  written  reports of the
    amounts expended and the purposes for which such expenditures were made, and
    such  other  information  relating  to  such  expenditures  or to the  other
    distribution-related  activities  undertaken or proposed to be undertaken by
    the  Distributor  during such fiscal year under its  Distribution  Agreement
    with the Fund as the Fund may reasonably request.

4.  DEALER'S DISTRIBUTION  AGREEMENT.  The Dealer's Distribution  Agreement (the
    "Agreement")  contemplated  by Section 2(a)(v) above shall permit payment of
    Service Fees to  securities  dealers by the  Distributor  only in accordance
    with the  provisions  of this  paragraph  and shall have the approval of the
    majority of the Board of Directors of the Fund,  including  the  affirmative
    vote of a majority of those Directors who are not interested  persons of the
    Fund and who have no direct or indirect  financial interest in the operation
    of the Plan or any agreement related to the Plan ("Independent  Directors"),
    as required by the Rule. The  Distributor  may pay to the other party to any
    Agreement a Service Fee for distribution and marketing  services provided by
    such other party.  Such Service Fee shall be payable (a) for the first year,
    initially,  in an amount equal to .25 percent  annually of the aggregate net
    asset  value of the shares  purchased  by such other  party's  customers  or
    clients,  and (b) for each year  thereafter,  quarterly,  in  arrears  in an
    amount equal to such percentage (not in excess of .000685 percent per day or
    .25 percent annually) of the aggregate net asset value of the shares held by
    such other party's customers or clients at the close of business each day as
    determined  from  time to  time by the  Distributor.  The  distribution  and
    marketing services  contemplated  hereby shall include,  but are not limited
    to,  answering  inquiries  regarding  the  Fund,  account  designations  and
    addresses,  maintaining  the  investment of such other party's  customers or
    clients in the Series and similar  services.  In  determining  the extent of
    such  other  party's  assistance  in  maintaining  such  investment  by  its
    customers or clients,  the Distributor may take into account the possibility
    that the shares  held by such  customer  or client  would be redeemed in the
    absence of such fee.

5.  LIMITATIONS  ON  COVERED  EXPENSES.  The basic  limitation  on the  expenses
    incurred by the Fund under Section 2 of this Plan  (including  Service Fees)
    in any fiscal year of the Fund shall be one-quarter of one percent (.25%) of
    the Fund's average daily net assets for such fiscal year. The payments to be
    paid  pursuant to this Plan shall be  calculated  and accrued daily and paid
    monthly or at such other intervals as the Directors shall determine, subject
    to any applicable  restriction imposed by rules of the National  Association
    of Securities Dealers, Inc.

6.  INDEPENDENT  DIRECTORS.  While this Plan is in  effect,  the  selection  and
    nomination  of  Independent  Directors of the Fund shall be committed to the
    discretion of the  Independent  Directors.  Nothing herein shall prevent the
    involvement of others in such selection and nomination if the final decision
    on any such  selection  and  nomination  is  approved  by a majority  of the
    Independent Directors.

7.  EFFECTIVENESS,  CONTINUATION,  TERMINATION AND AMENDMENT. This Plan and each
    Agreement  relating to the  implementation of this Plan shall go into effect
    when approved.

    (a)  By vote of the Fund's  Directors,  including the affirmative  vote of a
         majority  of the  Independent  Directors,  cast in  person at a meeting
         called for the purpose of voting on the Plan or the Agreement;

    (b)  By a vote of holders of at least a majority of the  outstanding  voting
         securities of each Series; and

    (c)  Upon the  effectiveness  of an  amendment  to the  Fund's  registration
         statement, reflecting this Plan, filed with the Securities and Exchange
         Commission under the Securities Act of 1933.

    This Plan and any  Agreements  relating to the  implementation  of this Plan
    shall,  unless terminated as hereinafter  provided,  continue in effect from
    year to year only so long as such  continuance is  specifically  approved at
    least annually by vote of the Fund's  Directors,  including the  affirmative
    vote of a majority of its Independent Directors, cast in person at a meeting
    called  for the  purpose  of voting on such  continuance.  This Plan and any
    Agreements relating to the implementation of this Plan may be terminated, in
    the case of the Plan, at any time or, in the case of any agreements upon not
    more  than  sixty  (60)  days'  written  notice  to any  other  party to the
    Agreement by vote of a majority of the Independent  Directors or by the vote
    of the holders of a majority of the  outstanding  voting  securities  of the
    Fund.  Any  Agreement  relating  to the  implementation  of this Plan  shall
    terminate  automatically in the event it is assigned. Any material amendment
    to this  Plan  shall  require  approval  by vote  of the  Fund's  Directors,
    including the affirmative  vote of a majority of the Independent  Directors,
    cast in  person  at a  meeting  called  for the  purpose  of  voting on such
    amendment and, if such  amendment  materially  increases the  limitations on
    expenses payable under the Plan, it shall also require approval by a vote of
    holders of at least a majority of the outstanding  voting  securities of the
    Fund. As applied to the Fund the phrase "majority of the outstanding  voting
    securities"  shall have the meaning  specified  in Section  2(a) of the 1940
    Act.

    In the event this Plan should be terminated by the shareholders or Directors
    of the Fund, the payments paid to the Distributor pursuant to the Plan up to
    the date of termination  shall be retained by the Distributor.  Any expenses
    incurred by the  Distributor  in excess of those  payments  will be the sole
    responsibility of the Distributor.

8.  RECORDS.  The Fund  shall  preserve  copies  of this  Plan  and any  related
    Agreements  and all reports made pursuant to Section 3 hereof,  for a period
    of not  less  than  six (6)  years  from  the  date of this  Plan,  any such
    Agreement or any such report,  as the case may be, the first two years in an
    easily accessible place.

                                           SECURITY EQUITY FUND



Date:  January 28, 1999                     By: AMY J. LEE
       ------------------------------           --------------------------------

                                   Appendix A

1.    Small Company Series

2.    International Series

3.    Enhanced Index Series

4.    Select 25 Series


                              AMENDMENT TO CLASS A
                                DISTRIBUTION PLAN
                              SECURITY EQUITY FUND

WHEREAS,  the Security Equity Fund, adopted a Distribution Plan under Rule 12b-1
of the  Investment  Company  Act of 1940 with  respect to certain of its Class A
shares; and

WHEREAS,  the Class A Distribution  Plan was initially entered into on September
15, 1997; and

WHEREAS, on February 4, 2000, the Board of Directors of the Security Equity Fund
authorized the Fund to offer two new series of Class A common stock of the Fund,
designated as the Large Cap Growth Series and Technology Series; and

WHEREAS, on February 4, 2000, the Board of Directors of the Fund determined that
extending  the  Fund's  Class A  Distribution  Plan to the Class A shares of the
Large Cap Growth  Series and the  Technology  Series of the Fund was  reasonably
likely to benefit each such Series and their respective shareholders; and

WHEREAS, the Class A Distribution Plan provides that it may be amended from time
to time by adding or removing a Series of the Fund by an amended Appendix A;

NOW  THEREFORE  BE IT  RESOLVED,  that  the  Fund  hereby  amends  the  Class  A
Distribution Plan, effective May 1, 2000 as follows:

   1.  Appendix A shall be deleted in its entirety  and the attached  Appendix A
       inserted in lieu thereof.

                                              SECURITY EQUITY FUND

Date:         May 1, 2000                  By:            AMY J. LEE
     ------------------------------           ----------------------------------

                                   APPENDIX A

1.  Small Cap Growth Series

2.  International Series

3.  Enhanced Index Series

4.  Select 25 Series

5.  Large Cap Growth Series

6.  Technology Series


Dated:        May 1, 2000
      ----------------------------

                     AMENDMENT TO CLASS A DISTRIBUTION PLAN

WHEREAS,  Security  Equity Fund (the "Fund") has adopted an Amended and Restated
Class A  Distribution  Plan dated  January 28, 1999 (the  "Distribution  Plan"),
under which the Fund supplements the expenditures of its principal  underwriter,
Security  Distributors,   Inc.  (the  "Distributor")  for  distribution  related
activities with respect to Fund shares; and

WHEREAS,  on November  2, 2001 the Board of  Directors  of the Fund  approved an
amendment to the Distribution Plan;

NOW,  THEREFORE BE IT RESOLVED,  that the Fund amends its  Distribution  Plan as
follows:

1.  Paragraph  2(a)(v)  shall be deleted in its entirety  and replaced  with the
    following new Paragraph 2(a)(v):

       v) Any  Shareholder  Service Fees paid by the  Distributor  to securities
    dealers  who  have  executed  a  Dealer's  Distribution  Agreement  with the
    Distributor,  or any  Shareholder  Service  Fees paid to entities  that have
    executed  a  Security   Funds   Shareholder   Service   Agreement  with  the
    Distributor.  Shareholder  Service  Fees  shall  include  fees  for  account
    maintenance and personal service to shareholders, including, but not limited
    to,  answering  routine  customer  inquiries  regarding the Fund,  assisting
    customers in changing dividend options,  account designations and addresses,
    and in enrolling  into any of several  special  investment  plans offered in
    connection  with  the  purchase  of  the  Fund's  shares,  assisting  in the
    establishment  and  maintenance of customer  accounts and records and in the
    processing of purchase and redemption transactions,  investing dividends and
    capital   gains   distributions    automatically   in   shares,    providing
    sub-administration  and/or  sub-transfer  agency services for the benefit of
    the Fund and providing  such other  services as the Fund or the customer may
    reasonably request;

2.  Paragraph 4 shall be deleted in its entirety and replaced with the following
    new Paragraph 4.

       4. DEALER'S DISTRIBUTION  AGREEMENT.  The Dealer's Distribution Agreement
    and the Security Funds  Shareholder  Service  Agreement  (collectively,  the
    "Agreement") contemplated by paragraph 2(a)(v) above shall permit payment of
    Shareholder  Service Fees only in  accordance  with the  provisions  of this
    paragraph  and  shall  have the  approval  of the  majority  of the Board of
    Directors of the Fund, including the affirmative vote of a majority of those
    Directors who are not interested  persons of the Fund and who have no direct
    or indirect financial interest in the operation of the Plan or any agreement
    related to the Plan ("Independent Directors"),  as required by the Rule. The
    Distributor  may pay to the  other  party  to any  Agreement  a  Shareholder
    Service Fee for  services  provided by such other  party.  Such  Shareholder
    Service  Fee shall be  payable  (a) for the first  year,  initially,  in any
    amount equal to 0.25 percent  annually of the  aggregate  net asset value of
    the shares purchased by such other party's customers or clients, and (b) for
    each year  thereafter,  quarterly,  in  arrears  in an amount  equal to such
    percentage  (not in  excess  of  .000685  percent  per  day or 0.25  percent
    annually) of the  aggregate net asset value of the shares held by such other
    party's customers or clients at the close of business each day as determined
    from time to time by the Distributor.  The shareholder services contemplated
    hereby shall include,  but are not limited to,  answering  routine  customer
    inquiries  regarding  the Fund,  assisting  customers  in changing  dividend
    options,  account  designations and addresses,  and in enrolling into any of
    several special  investment plans offered in connection with the purchase of
    the  Fund's  shares,  assisting  in the  establishment  and  maintenance  of
    customer  accounts  and  records  and  in the  processing  of  purchase  and
    redemption transactions, investing dividends and capital gains distributions
    automatically in shares,  providing  sub-administration  and/or sub-transfer
    agency  services  for the  benefit  of the Fund  and  providing  such  other
    services as the Fund or the customer may reasonably request.

IN WITNESS  WHEREOF,  the Security Equity Fund has adopted this Amendment to the
Distribution Plan this 2nd day of November, 2001.


                                                  SECURITY EQUITY FUND

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

                                                  Title: Secretary

                        AMENDMENT TO SECURITY EQUITY FUND
                                     CLASS A
                                DISTRIBUTION PLAN


WHEREAS,  the Security Equity Fund adopted a Distribution  Plan under Rule 12b-1
of the Investment Company Act of 1940 with respect to its Class A shares; and

WHEREAS,  the Class A Distribution  Plan was amended and restated on the 8th day
of November, 2002; and

WHEREAS,  on May 3,  2002  the  Board of  Directors  of the  Fund  approved  the
reorganization  and  liquidation  of the  Total  Return  Series  so  that it was
acquired by the Equity Series effective August 28, 2002; and

WHEREAS, on November 8, 2002, the Board of Directors of the Security Equity Fund
authorized  the Fund to offer a new series of Class A common  stock of the Fund,
designated as the Alpha Opportunity Series; and

WHEREAS, on November 8, 2002, the Board of Directors of the Security Equity Fund
determined  that extending the Fund's Class A  Distribution  Plan to the Class A
shares of the Alpha  Opportunity  Series was  reasonably  likely to benefit  the
Series and its shareholders; and

WHEREAS, the Class A Distribution Plan provides that it may be amended from time
to time by adding or removing a Series of the Fund by an amended Exhibit A.

NOW,  THEREFORE,  IT IS HERETO  AGREED  that the Amended  and  Restated  Class A
Distribution Plan is hereby amended, effective February 1, 2003, as follows:

   1.  Exhibit A shall be deleted in its  entirety  and the  attached  Exhibit A
inserted in lieu thereof.

IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment to Class A
Distribution Plan this 8th day of November, 2002.

                                       SECURITY EQUITY FUND


Date: 11/8/02                          By: JAMES R. SCHMANK
      ----------------------------         -------------------------------------
                                           James R. Schmank, President

                                    EXHIBIT A


Series of Security Equity Fund:

   Equity Series
   Global Series
   Social Awareness Series
   Mid Cap Value Series
   Small Cap Growth Series
   Enhanced Index Series
   International Series
   Select 25 Series
   Large Cap Growth Series
   Technology Series
   Alpha Opportunity Series

Dated:  November 8, 2002