SECURITY FUNDS MULTIPLE CLASS PLAN

                                   MAY 1, 2002

  1.   THE PLAN.  This Plan is the written  multiple  class plan for each of the
       open-end  management  investment  companies  (individually the "Fund" and
       collectively the "Funds") named on Exhibit A hereto, which exhibit may be
       revised  from  time  to  time,  for  Security  Distributors,   Inc.  (the
       "Distributor"),  the  general  distributor  of shares of the  Funds,  and
       Security Management Company, LLC (the "Advisor"),  the investment advisor
       of the Funds. In instances  where such investment  companies issue shares
       representing  interests  in  different  portfolios  ("Series"),  the term
       "Fund" and  "Funds"  shall  separately  refer to each  Series.  It is the
       written plan contemplated by Rule 18f-3 (the "Rule") under the Investment
       Company  Act of 1940 (the "1940  Act"),  pursuant  to which the Funds may
       issue multiple  classes of shares.  The terms and provisions of this Plan
       shall  be  interpreted  and  defined  in a  manner  consistent  with  the
       provisions and definitions contained in the Rule.

  2.   FEATURES OF THE  CLASSES.  Each class of a Fund shall  represent an equal
       pro rata interest in such Fund and generally shall have identical voting,
       dividend,   liquidation   and   other   rights,   preferences,    powers,
       restrictions,  limitations,  qualifications  and  terms  and  conditions,
       except that each class:

             (i) shall have a different designation;

             (ii) shall bear any Class Expenses as defined below;

             (iii) shall have exclusive voting rights on any matters that relate
             solely to that class's arrangements, including, without limitation,
             voting with respect to a 12b-1 Plan for that class; and

             (iv) shall have separate  voting rights on any matter  submitted to
             shareholders  in which the  interests  of one class differ from the
             interests of any other class.

       Certain classes have adopted a service plan or  distribution  and service
       plan ("12b-1 Plan"),  and shall pay all of the expenses incurred pursuant
       to that arrangement. Expenses incurred in connection with a class's 12b-1
       Plan are referred to herein as "Class Expenses."

       Because Class  Expenses may be accrued at different  rates for each class
       of a Fund,  dividends  distributable to shareholders and net asset values
       per share may differ for shares of different classes of the same Fund.

  3.   ALLOCATIONS  OF INCOME AND EXPENSES.  The gross income of each Fund,  and
       expenses of each Fund other than Class Expenses,  are allocated among the
       classes  on the basis of the  relative  net  assets of each class of such
       Fund.  Each class of shares may at the Directors'  discretion  also pay a
       different  share  of  expenses,  not  including  advisory  fees or  other
       expenses related to management of the Fund's assets, if such expenses are
       actually  incurred in a different  amount by that class,  or if the class
       received  services of a different kind or to a different degree than that
       of other classes.

  4.   FEE  WAIVERS  AND  REIMBURSEMENTS.  The  investment  advisor may waive or
       reimburse its management fee in whole or in part provided that the fee is
       waived  or  reimbursed  to all  shares of a Fund in  proportion  to their
       relative average daily net asset values.

       The investment  advisor,  or an entity related to the investment advisor,
       who charges a fee for a Class Expense may waive or reimburse  that fee in
       whole or in part only if the revised  fee more  accurately  reflects  the
       relative costs of providing to each class the service for which the Class
       Expense is charged.

       A  distributor  of a Fund may waive or reimburse a Rule 12b-1 Plan fee in
       whole or in part.

  5.   EXCHANGE  PRIVILEGES.  Shareholders may exchange shares of one class of a
       Fund for shares of an  identical  class of any other Fund based upon each
       Fund's relative net asset value per share. Shareholders may also exchange
       shares of one class of a Fund for shares of the Security  Cash Fund.  Any
       applicable  contingent  deferred sales charge will be calculated from the
       date of  initial  purchase  without  regard to the time that  shares  are
       invested in Security Cash Fund. Because Cash Fund does not impose a sales
       charge, any exchange of Cash Fund shares acquired through direct purchase
       will be based upon the respective net asset values of the shares involved
       and subject to any applicable sales charges.

  6.   CONVERSIONS OF SHARES.  Class B shares  automatically  convert to Class A
       shares  on the  eighth  anniversary  of  purchase.  This is  advantageous
       because Class A shares are subject to a lower distribution fee than Class
       B shares.  A pro rata  amount  of Class B shares  purchased  through  the
       reinvestment  of dividends or other  distributions  is also  converted to
       Class A shares each time that shares purchased directly are converted.

  7.   DISCLOSURE.  The  classes of shares to be  offered by each Fund,  and the
       initial,  asset-based  or  contingent  deferred  sales  charges and other
       material distribution arrangements with respect to such classes, shall be
       disclosed in the prospectus  and/or  statement of additional  information
       used to offer that class of  shares.  Such  prospectus  or  statement  of
       additional  information  shall be  supplemented or amended to reflect any
       change(s)  in  classes  of  shares  to  be  offered  or in  the  material
       distribution arrangements with respect to such classes.

  8.   INDEPENDENT AUDIT. The methodology and procedures for calculating the net
       asset value,  dividends and distributions of each class shall be reviewed
       by an independent  auditing firm (the "Expert").  At least annually,  the
       Expert, or an appropriate  substitute expert, will render a report to the
       Funds on  policies  and  procedures  placed  in  operation  and  tests of
       operating effectiveness as defined and described in SAS 70 of the AICPA.

  9.   RULE 12B-1  PAYMENTS.  The  Treasurer  of each Fund shall  provide to the
       Directors  of that  Fund,  and  the  Directors  shall  review,  at  least
       quarterly,  the written report required by that Fund's  distribution  and
       service  plan(s)  and/or  service  plan  (the  "Plan"),  if any,  adopted
       pursuant to 1940 Act Rule 12b-1. The report shall include  information on
       (i) the amounts  expended  pursuant to the Plan,  (ii) the  purposes  for
       which  such   expenditures   were  made  and  (iii)  the  amount  of  the
       Distributor's  unreimbursed distribution costs (if recovery of such costs
       in future  periods is permitted  by that Plan),  taking into account Plan
       payments and contingent deferred sales charges paid to the Distributor.

10.    CONFLICTS.  On an ongoing basis, the Directors of the Funds,  pursuant to
       their fiduciary  responsibilities under the 1940 Act and otherwise,  will
       monitor the Funds for the existence of any material  conflicts  among the
       interests  of the  classes.  The  Advisor  and  the  Distributor  will be
       responsible  for  reporting  any  potential or existing  conflicts to the
       Directors.  In the event a conflict arises, the Directors shall take such
       action as they deem appropriate.

  11.  EFFECTIVENESS  AND AMENDMENT.  This Plan, as amended,  takes effect as of
       the date first shown above. This Plan, as amended, has been approved by a
       majority  vote of the Board of each Fund and of each Fund's Board members
       who are not  "interested  persons"  (as  defined in the 1940 Act) and who
       have no direct or indirect  financial  interest in the  operation  of the
       Plan or any agreements relating to the Plan (the "Independent Directors")
       of each Fund at a meeting called for the Security Funds listed on Exhibit
       A on July 23, 1999.  Prior to that vote,  (i) the Board was  furnished by
       Security  Distributors,  Inc. with information  necessary to permit it to
       evaluate the Plan,  including without limitation the methodology used for
       net asset value and  dividend  and  distribution  determinations  for the
       Funds,  and (ii) a majority of each Board and its  Independent  Directors
       determined that the Plan as proposed to be amended, including the expense
       allocation,  is in the best interests of each Fund as a whole and to each
       class of each Fund  individually.  Prior to any material amendment to the
       Plan, each Board shall request and evaluate,  and Security  Distributors,
       Inc. shall furnish,  such  information as may be reasonably  necessary to
       evaluate such amendment, and a majority of each Board and its Independent
       Directors  shall find that the Plan as proposed to be amended,  including
       the expense allocation, is in the best interests of each class, each Fund
       as a whole and each class of each Fund individually.

Adopted by the Board of Directors of the Funds on February 3, 2002.

                                   AMY J. LEE
                                   --------------------------------
                                   Amy J. Lee, Secretary
                                   Security Equity Fund
                                   Security Growth and Income Fund
                                   Security Ultra Fund
                                   Security Income Fund
                                   Security Municipal Bond Fund



                                    EXHIBIT A

                                 SECURITY FUNDS

Security Equity Fund                Security Ultra Fund    Security Municipal Bond Fund
Security Growth and Income Fund     Security Income Fund