SECURITY FIRST LIFE SEPARATE ACCOUNT A, 497, 2000-05-11

SECURITY FIRST LIFE SEPARATE ACCOUNT A
497, 2000-05-11

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<PAGE>

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PROSPECTUS

May 1, 2000

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

THE SECURITY FIRST CAPITAL STRATEGIST VARIABLE

ANNUITY CONTRACTS
issued through
SECURITY FIRST LIFE SEPARATE ACCOUNT A
by
SECURITY FIRST LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

This Prospectus gives you important information about the individual flexible
payment fixed and variable annuity contracts issued through Security First Life
Separate Account A by Security First Life Insurance Company (the "Contracts").
Please read it carefully before you invest and keep it for future reference. The
Contracts provide annuity benefits through distributions made from certain
retirement plans that qualify for special Federal income tax treatment
("qualified plans"), as well as from distributions made under retirement plans
that do not qualify for special tax treatment ("non-qualified plans").

You decide how to allocate your money among the available investment choices.
You may choose to allocate your payments to the General Account, which is a
fixed account (not described in this Prospectus) that offers an interest rate
guaranteed by Security First Life Insurance Company ("Security First Life"), or
to Security First Life Separate Account A (the "Separate Account"). The Separate
Account, in turn, invests in the following underlying funds:

FEDERATED INSURANCE SERIES

Federated Equity Income Fund II

Federated American Leaders Fund II

Federated High Income Bond Fund II

Federated Growth Strategy Fund II

AIM VARIABLE INSURANCE FUNDS

AIM V.I. Balanced Fund

AIM V.I. Capital Appreciation Fund

AIM V.I. Value Fund

AIM V.I. International Equity Fund

OPPENHEIMER VARIABLE ACCOUNTS FUNDS

Oppenheimer Small Cap Growth Fund/VA

Oppenheimer Strategic Bond Fund/VA

Oppenheimer Main Street Growth & Income Fund/VA

Oppenheimer Money Fund/VA

VAN KAMPEN LIFE INVESTMENT TRUST

Van Kampen Strategic Stock Portfolio

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND

Growth Portfolio

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II

Index 500 Portfolio

SECURITY FIRST TRUST

BlackRock U.S. Government Income Series

BlackRock Equity Series

You can choose any combination of these investment choices. Your Contract Value
will vary daily to reflect the investment experience of the funding options
selected. These funds are described in detail in the fund prospectuses that are
attached to or delivered with this Prospectus. Please read these prospectuses
carefully before you invest. THIS PROSPECTUS IS NOT VALID UNLESS ACCOMPANIED BY
THE FUND PROSPECTUSES.

SF 135 PB2

<PAGE>

<TABLE>
<S> <C>
An investment in any of For more information:
these variable annuities If you would like more information about the Security First
involves investment risk. Capital Strategist Variable Annuity Contract, you can obtain
You could lose money you a copy of the Statement of Additional Information ("SAI")
invest. The Contracts and dated May 1, 2000. The SAI is legally considered a part of
the funds are: this Prospectus as though it were included in the
- - not bank deposits or Prospectus. The Table of Contents of the SAI appears on page
obligations 38 of the Prospectus. To request a free copy of the SAI or
- - not federally insured or to ask questions, write or call:
guaranteed Security First Life Insurance Company
- - not endorsed by any bank P.O. Box 92193
or government agency Los Angeles, California 90009
- - not guaranteed to achieve Phone: (800) 284-4536
their investment objective The Securities and Exchange
Commission ("SEC") has a website
(http://www.sec.gov) which you may visit to view
this Prospectus, the SAI, or additional material
that also is legally considered a part of this
Prospectus, as well as other information.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES NOR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
</TABLE>

<PAGE>

TABLE OF CONTENTS

PAGE
----

Glossary.................................................... 4
Summary of the Contracts.................................... 6
Fee Tables and Examples..................................... 9
Financial and Performance Information....................... 14
Description of Security First Life Insurance Company, The 15
General Account, The Separate Account, The Funds and
Service Providers.........................................
The Security First Life Insurance Company.............. 15
The General Account.................................... 15
The Separate Account................................... 15
The Funds.............................................. 16
Principal Underwriter.................................. 18
Servicing Agent........................................ 18
Custodian.............................................. 19
Contract Charges............................................ 19
Premium Taxes.......................................... 20
Surrender Charge....................................... 20
Administration Fees.................................... 21
Mortality and Expense Risk Charge...................... 22
Federal, State and Local Taxes......................... 22
Free Look Period....................................... 22
Description of the Contracts................................ 23
Assignment............................................. 23
Purchase Payments...................................... 23
Transfers.............................................. 23
Dollar Cost Averaging.................................. 24
Reallocation Election.................................. 24
Modification of the Contracts.......................... 24
Accumulation Period......................................... 26
Crediting Accumulation Units in the Separate Account... 26
Surrender from the Separate Account.................... 26
Account Statements..................................... 27
Annuity Benefits............................................ 27
Variable Annuity Payments.............................. 27
Election of Annuity Date and Form of Annuity........... 28
Frequency of Payment................................... 29
Level Payments Varying Annually........................ 29
Annuity Unit Values.................................... 30
Death Benefits.............................................. 31
Death Before the Annuity Date.......................... 31
Death After the Annuity Date........................... 32

<PAGE>

PAGE
----

Federal Tax Considerations.................................. 33
General Taxation of Annuities.......................... 33
Non-qualified Contracts................................ 33
Qualified Contracts.................................... 34
Withholding............................................ 36
Voting Rights............................................... 37
Legal Proceedings........................................... 38
Additional Information...................................... 38
Table of Contents of Statement of Additional Information

Security First Life does not intend to offer the Contracts anywhere or to anyone
to whom they may not lawfully be offered or sold. Security First Life has not
authorized any information or representations about the Contracts other than the
information in this Prospectus, the attached prospectuses, or supplements to the
prospectuses or any supplemental sales material Security First Life authorizes.

<PAGE> 55

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

GLOSSARY
- --------------------------------------------------------------------------------

These terms have the following meanings when used in this Prospectus:

ACCUMULATION UNIT -- A measuring unit used to determine the value of your
interest in a Separate Account Series under a Contract at any time before
Annuity payments commence.

ANNUITANT -- The person on whose life Annuity payments under a Contract are
based.

ANNUITY -- A series of income payments made to an Annuitant for a defined period
of time.

ANNUITIZATION OR ANNUITY DATE -- The date on which Annuity payments begin.

ANNUITY UNIT -- A measuring unit used to determine the amount of Variable
Annuity payments based on a Separate Account Series under a Contract after such
payments have commenced.

ASSUMED INVESTMENT RETURN -- The investment rate selected by the Annuitant for
use in determining the Variable Annuity payments.

BENEFICIARY -- The person who has the right to a Death Benefit upon your death.

BUSINESS DAY -- Each Monday through Friday except for days the New York Stock
Exchange is not open for trading.

CONTRACT -- The agreement between you and Security First Life covering your
rights.

CONTRACT DATE -- The date your Contract was issued to you.

CONTRACT VALUE -- The sum of your interests in the Separate Account Series and
the General Account. Your interest in the Separate Account Series is the sum of
the values of the Accumulation Units. Your interest in the General Account is
the accumulated value of the amounts allocated to the General Account plus
credited interest as guaranteed in the Contract, less any prior withdrawals
and/or amounts applied to Annuity options.

CONTRACT YEAR -- A 12-month period starting on the Contract Date and on each
anniversary of the Contract Date.

FIXED ANNUITY -- An Annuity providing guaranteed level payments. These payments
are not based upon the investment experience of the Separate Account.

FREE LOOK PERIOD -- The 10-day period when you first receive your Contract.
During this time period, you may cancel your Contract for a full refund of all
Purchase Payments (or the greater of Purchase Payments or the Contract Value in
some states).

FREE WITHDRAWAL AMOUNT -- The amount that can be withdrawn in a Contract Year
without incurring a surrender charge.

FUND -- A diversified, open-end management investment company, or series
thereof, registered under the Investment Company Act of 1940 ("1940 Act") which
serves as the underlying investment medium for a Series in the Separate Account.

GENERAL ACCOUNT -- All assets of Security First Life other than those in the
Separate Account or any of its other segregated asset accounts.

NORMAL ANNUITY DATE -- The date on which Annuity payments begin if you do not
select another date. It is the later of the Contract anniversary nearest the
Annuitant's 85th birthday or the 10th anniversary of the Contract Date.

OWNER -- You, the person who has title to the Contract.

<PAGE>

PURCHASE PAYMENT -- The amounts paid by you to Security First Life in order to
provide benefits under the Contract.

SEPARATE ACCOUNT -- The segregated asset account entitled "Security First Life
Separate Account A" which has been established by Security First Life under
Delaware law to receive and invest amounts allocated by you and by other
contract owners and to provide Variable Annuity benefits under the Contracts.
The Separate Account is registered as a unit investment trust under the 1940
Act.

SERIES -- The Accumulation Unit values and Annuity Unit values maintained
separately for each Fund whose securities are owned by the Separate Account.

VALUATION DATE -- Any Business Day used by the Separate Account to determine the
value of part or all of its assets for purposes of determining Accumulation and
Annuity Unit values for the Contract. Accumulation Unit values will be
determined each Business Day. There will be one Valuation Date in each calendar
week for Annuity Unit values. Security First Life will establish the Valuation
Date at its discretion, but until notice to the contrary is given, that date
will be the last Business Day in a week.

VALUATION PERIOD -- The period of time from one Valuation Date through the next
Valuation Date.

VARIABLE ANNUITY -- An Annuity providing payments that will vary annually in
accordance with the net investment experience of the applicable Separate Account
Series.

<PAGE>

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

SUMMARY OF THE CONTRACTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Please see the section THE CONTRACTS
"Qualified Contracts" on
page 33 for more The Contracts may be offered to:
information.
- Qualified Plans such as:
-- Section 403(b) tax-sheltered annuities;
-- Section 457 deferred compensation plans;
-- Section 401 pension and profit sharing plans;
-- individual retirement annuities;
-- traditional Individual Retirement Accounts
("IRAs");
-- Roth IRAs.
- Plans that do not qualify for special tax
treatment (Non-qualified Contracts); and
- Individuals seeking to accumulate money for
retirement

Please see "Transfers" on PURCHASE PAYMENTS
page 22 for more
information.
Purchase Payments under the Contracts are made
to the General Account, the Separate Account, or
allocated between them. You cay buy a Contract
for $1,000 and add as little as $100 at any time
(for IRAs, the minimum is $500 for an initial
Purchase Payment and $100 for each additional
payment). There is no initial sales charge;
however, the charges and deductions described
under "Contract Charges" on page 18 will be
deducted from the Contract Value. You can
transfer amounts allocated to the Separate
Account:
- between any of the fund investment choices, at
any time and as many times as you choose
- to the General Account at any time before the
amount has been applied to a variable annuity
option
You can transfer amounts allocated to the
General Account:
- to the Separate Account only to be applied to
a Variable Annuity option
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Please see "The Separate SEPARATE ACCOUNT
Account" on page 15 and
"The Funds" on page for Purchase Payments allocated to the Separate Account are invested at net asset value
more in Accumulation Units in one or more of seventeen Series, each of which invests in
information. one of the following seventeen Funds:
<CAPTION>
- --------------------------------------------------------------------------------------------
FUNDS ADVISERS/SUBADVISERS
<S> <C>
- --------------------------------------------------------------------------------------------
FEDERATED INSURANCE SERIES
- --------------------------------------------------------------------------------------------
Federated Equity Income Fund II Federated Advisers
- --------------------------------------------------------------------------------------------
Federated American Leaders Fund II Federated Advisers
- --------------------------------------------------------------------------------------------
Federated High Income Bond Fund II Federated Advisers
- --------------------------------------------------------------------------------------------
Federated Growth Strategy Fund II Federated Advisers
- --------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS
- --------------------------------------------------------------------------------------------
AIM V.I. Balanced Fund A I M Advisors, Inc.
- --------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund A I M Advisors, Inc.
- --------------------------------------------------------------------------------------------
AIM V.I. Value Fund A I M Advisors, Inc.
- --------------------------------------------------------------------------------------------
AIM V.I. International Equity Fund A I M Advisors, Inc.
- --------------------------------------------------------------------------------------------
OPPENHEIMER VARIABLE ACCOUNTS FUNDS
- --------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA OppenheimerFunds, Inc.
- --------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income OppenheimerFunds, Inc.
Fund/VA
- --------------------------------------------------------------------------------------------
Oppenheimer Money Fund/VA OppenheimerFunds, Inc.
- --------------------------------------------------------------------------------------------
Oppenheimer Small Cap Growth Fund/VA OppenheimerFunds, Inc.
- --------------------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST
- --------------------------------------------------------------------------------------------
Van Kampen Strategic Stock Portfolio Van Kampen Asset Management Inc.
- --------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE
PRODUCTS FUND
- --------------------------------------------------------------------------------------------
Growth Portfolio Fidelity Management and Research Company
("FMR")
- --------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE
PRODUCTS FUND II
- --------------------------------------------------------------------------------------------
Index 500 Portfolio FMR
- --------------------------------------------------------------------------------------------
SECURITY FIRST TRUST
- --------------------------------------------------------------------------------------------

BlackRock U.S. Government Income Series BlackRock Financial Management, Inc.
("BlackRock")
- --------------------------------------------------------------------------------------------
BlackRock Equity Series BlackRock
- --------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Please see "Contract CHARGES AND DEDUCTIONS
Charges" on page 18 for more
information. The following fees and expenses apply to
your Contract:

FEE OR EXPENSE AMOUNT OF FEE
----------------------------------------------------------------------
DAILY DEDUCTIONS
- Administration fee (deducted from your.... .00041%
interest in the Separate Account) (.15% per year)
- Mortality and Expense Risks fee........... .003425%
(1.25% per year)
SURRENDER CHARGE
(CONTINGENT DEFERRED SALES CHARGE)
- Deducted if you request a full or 7% of Purchase Payment
partial..................................... and amounts credited
withdrawal of Purchase Payments from the to it. This charge
Separate Account within seven years decreases 1% each year
after the Purchase Payment is made after the Purchase
Payment is made.

As described later in this Prospectus, this charge
will not apply to:
- the first withdrawal in any year of up to
10% of your interest in the Separate
Account and 10% of your interest
in the General Account; or
- withdrawals made if you are confined to a
hospital for at least 30 consecutive days
or to a skilled nursing home for at least
90 consecutive days.

FEE OR EXPENSE AMOUNT OF FEE
----------------------------------------------------------------------
PREMIUM TAXES
- Payable to a state or government agency... 0% - 2.35%
with respect to your Contract. It may be (3.50% in Nevada)
deducted on or after the date the tax
is incurred. Currently, Security
First Life deducts these taxes upon
annuitization.

Please see "Free Look FREE LOOK PERIOD
Period" on page 21 for more
information. You may cancel your Contract within 10 days after you
receive it (or longer depending on state law) for a full
refund of all Purchase Payments (or the greater of Purchase
Payments or the Contract Value in some states). Purchase
Payments allocated to the Separate Account will be initially
allocated to the Money Market Portfolio during the Free Look
Period.
</TABLE>

<S> <C>
VARIABLE ANNUITY PAYMENTS
You select the Annuity Date, an Annuity payment
option and an assumed investment return. You may
change any of your selections before your
Annuity Date. Your monthly Annuity payments will
start on the Annuity Date. Payments will vary
from year to year based on a comparison of the
assumed investment returns you selected with the
actual investment experience of the Series in
which the Contract Value is invested.
If your monthly payments from a particular
Series are less than $50, Security First Life
may change the frequency of your payments so
that each payment will be at least $50 from that
Series.
Please see "Surrender SURRENDER
Charge" on page 19
and "Federal Tax You may surrender all or part of your Contract Value before
Considerations" on page 32 the Annuity Date. You may not make a partial withdrawal if
for more it would cause your interest in any Series or the General
information. Account to fall below $500.
However, if you are withdrawing the entire
amount allocated to a Series; these restrictions
do not apply. You may be assessed a surrender
charge. In addition, any earnings surrendered
will be taxed as ordinary income and may be
subject to a penalty tax under the Internal
Revenue Code. Certain restrictions apply for
qualified Contracts.
Please see "Death Benefits" DEATH BENEFIT
on page 30 for more
information. One of the insurance guarantees we provide you under your
Contract is that your Beneficiary(ies) will be protected
against market downturns. You name your Beneficiary(ies). If
you die before the Annuity Date, your Beneficiary(ies) will
receive a death benefit that is the greatest of:
- the total of all Purchase Payments less any partial
withdrawals; or
- the Contract Value at settlement; or
- if the Contract is issued when you (and all co-owners) are
age 70 or younger, the greater of the Contract Value at the
seventh anniversary of Contract Date or each following
fifth anniversary.
Your Beneficiary(ies) may choose to receive this
benefit in a lump sum or to apply it to certain
of the available annuity forms contained in this
Contract.
</TABLE>

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

FEE TABLE AND EXAMPLES
- --------------------------------------------------------------------------------

The purpose of these fee tables and examples is to assist you in understanding
the various costs and expenses that you will bear, directly or indirectly, under
your Contract.

EXPENSE DATA

The table reflects expenses of the Separate Account as well as expenses of the
underlying Funds that make up the investment options for the Separate Account.
In addition to the expenses listed below, premium taxes may be applicable.*
Please see Fund prospectuses for a more complete description of the various
costs and expenses of the Funds.
- ---------------
* Under State law, premium taxes may be deducted from each Purchase Payment or
upon annuitization. At this time Security First Life deducts the premium tax
only from amounts annuitized.

<PAGE>

[The following information assumes that the entire Contract Value is in the
Separate Account:]

FEE TABLES

YOUR EXPENSES

<TABLE>
<CAPTION>
YEARS SINCE
PURCHASE
PAYMENT
WAS RECEIVED PERCENTAGE
------------ ----------
<S> <C> <C>
Surrender Charge (Deferred Sales Charge).................... less than 1 7%
(as a percentage of amounts accumulated with respect 1 but not 2 6%
to a purchase payment) 2 but not 3 5%
3 but not 4 4%
4 but not 5 3%
5 but not 6 2%
6 but not 7 1%
7 or more 0%
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE CONTRACT VALUE)
(DEDUCTED DAILY FROM THE SEPARATE ACCOUNT)

Administration Fee.......................................... .15% per year
Mortality and Expense Risk Fees............................. 1.25% per year
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES...................... 1.40% per year

FUND ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
(NET OF REIMBURSEMENT)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FEDERATED EQUITY FEDERATED AMERICAN FEDERATED HIGH FEDERATED GROWTH
INCOME FUND II LEADERS FUND II INCOME BOND FUND II STRATEGY FUND II
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(a) Management Fee 0.55% 0.75% 0.60% 0.55%
- ----------------------------------------------------------------------------------------------------------------------
(b) Other Expenses 0.39% 0.13% 0.19% 0.30%
- ----------------------------------------------------------------------------------------------------------------------
(c) Total Annual
Expenses 0.94% 0.88% 0.79% 0.85%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
AIM V.I. CAPITAL AIM V.I.
AIM V.I. APPRECIATION AIM V.I. INTERNATIONAL
BALANCED FUND FUND VALUE FUND EQUITY FUND
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(a) Management Fee 0.75% 0.62% 0.61% 0.75%
- ----------------------------------------------------------------------------------------------------------------------
(b) Other Expenses 0.56% 0.11% 0.15% 0.22%
- ----------------------------------------------------------------------------------------------------------------------
(c) Total Annual
Expenses 1.21% 0.73% 0.76% 0.97%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
OPPENHEIMER
OPPENHEIMER MAIN STREET OPPENHEIMER
STRATEGIC BOND GROWTH & OPPENHEIMER SMALL CAP. GROWTH
FUND/VA INCOME FUND/VA MONEY FUND/VA FUND/VA
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(a) Management Fee 0.74% 0.73% 0.45% 0.75%
- -----------------------------------------------------------------------------------------------------------------
(b) Other Expenses 0.04% 0.05% 0.03% 0.59%
- -----------------------------------------------------------------------------------------------------------------
(c) Total Annual
Expenses 0.78% 0.78% 0.48% 1.34%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
VAN KAMPEN EQUITY BLACKROCK
STRATEGIC INDEX 500 INCOME U.S. GOVERNMENT
STOCK PORTFOLIO PORTFOLIO PORTFOLIO INCOME SERIES BLACKROCK EQUITY SERIES
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(a) Management Fee 0.24 .24% .60% .55% .70%
- -----------------------------------------------------------------------------------------------------------------------
(b) Other Expenses 0.41 .04% .19% .16% .11%
- -----------------------------------------------------------------------------------------------------------------------
(c) Total Annual
Expenses 0.65% .28% .79% .71% .81%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

Had there been no fee waivers or expense reimbursement, expenses would have
been:

[these still need to be updated]
AIM V.I. Balanced Fund:
Total Annual Expenses 1.31%
Federated Equity Income Fund II:
Total Annual Expenses 1.36%
Federated American Leaders Fund II:
Management Fees 0.75%
Total Annual Expenses 0.89%
Van Kampen Strategic Stock:
Management Fees 0.50%
Total Annual Expenses 0.91%
Van Kampen Enterprise:
Management Fees 0.50%
Total Annual Expenses 0.62%
Van Kampen Strategic Stock:
Management Fees 0.50%
Total Annual Expenses 0.91%

11
<PAGE>

EXAMPLES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CONDITIONS
YOU WOULD PAY THE FOLLOWING
SEPARATE EXPENSES ON A $1,000 TIME PERIODS
ACCOUNT INVESTMENT ASSUMING 5% ------------------------------------------
SERIES ANNUAL RETURN ON ASSETS: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Federated Equity (a) upon surrender at the (a) $ 88 $122 $156 $268
Income Fund II end of the stated time
period
(b) if the Contract WAS NOT (b) 24 73 125 268
surrendered
- -------------------------------------------------------------------------------------------------------
Federated American SAME (a) 88 120 153 262
Leaders Fund II (b) 23 71 122 262
- -------------------------------------------------------------------------------------------------------
Federated High SAME (a) 87 117 148 252
Income Bond Fund II (b) 22 69 117 252
- -------------------------------------------------------------------------------------------------------
Federated Growth SAME (a) 88 119 151 258
Strategy Fund II (b) 23 70 120 258
- -------------------------------------------------------------------------------------------------------
AIM V.I. Balanced SAME (a) 91 129 169 294
Fund (b) 26 80 139 294
- -------------------------------------------------------------------------------------------------------
AIM V.I. Capital SAME (a) 86 116 146 246
Appreciation Fund (b) 21 67 114 246
- -------------------------------------------------------------------------------------------------------
AIM V.I. Value SAME (a) 87 117 147 249
Fund (b) 22 68 116 249
- -------------------------------------------------------------------------------------------------------
AIM V.I. SAME (a) 89 123 157 271
International (b) 24 74 127 271
Equity Fund
- -------------------------------------------------------------------------------------------------------
Oppenheimer SAME (a) 87 117 148 251
Strategic Bond (b) 22 68 117 251
Fund/VA
- -------------------------------------------------------------------------------------------------------
Oppenheimer Main SAME (a) 87 117 148 251
Street Growth & (b) 22 68 117 251
Income Fund/VA
- -------------------------------------------------------------------------------------------------------
Oppenheimer SAME (a) 84 108 133 220
Money Fund/VA (b) 19 59 102 220
- -------------------------------------------------------------------------------------------------------
Oppenheimer SAME (a) 92 133 175 307
Small Cap (b) 28 85 145 307
Growth Fund
- -------------------------------------------------------------------------------------------------------
</TABLE>

Continued on following page

12
<PAGE>

EXAMPLES -- (CONTINUED)
- --------------------------------------------------------------------------------

EXPLANATION OF FEE TABLE AND EXAMPLES

1. The purpose of these tables and examples is to assist you in understanding
the various costs and expenses that you will bear directly or indirectly. The
table reflects expenses of the Separate Account as well as the underlying funds.
For additional information see "Contract Charges," beginning on page 18.

2. THE EXAMPLES DO NOT REPRESENT PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

13
<PAGE>

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

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

The following table sets forth condensed financial information on Accumulation
Units with respect to Contracts issued under this prospectus through the
Separate Account. The information is derived from the financial statements of
the Separate Account for the year ended December 31, 1999 which have been
audited by Deloitte & Touche LLP, the Separate Account's independent auditors.

TWELVE
MONTHS
ENDED
SEPARATE ACCOUNT SERIES 12/31/99
Series AC (Aim Capital)
Beg. AUV $ (9/14/99) 5.00
End. AUV $ 6.75
End. No. Non-Qualified Aus 2,994
End. No. Qualified Aus 0
Series AB (Aim Balanced)
Beg. AUV $ (9/10/99) 5.00
End. AUV $ 5.82
End. No. Non-Qualified Aus 16,451
End. No. Qualified Aus 2,201
Series AV (Aim Value)
Beg. AUV $ (9/10/99) 5.00
End. AUV $ 5.83
End. No. Non-Qualified Aus 16,452
End. No. Qualified Aus 10,323
Series AI (Aim International)
Beg. AUV $ (9/14/99) 5.00
End. AUV $ 7.26
End. No. Non-Qualified Aus 3,363
End. No. Qualified Aus 229
Series FDE (Federated Equity)
Beg. AUV $ (9/10/99) 5.00
End. AUV $ 5.45
End. No. Non-Qualified Aus 6,209
End. No. Qualified Aus 0
Series FDH (Federated High Income)
Beg. AUV $ (9/14/99) 5.00
End. AUV $ 5.03
End. No. Non-Qualified Aus 5,370
End. No. Qualified Aus 9,631
Series FDA (Federated American )
Beg. AUV $ (9/10/99) 5.00
End. AUV $ 4.88
End. No. Non-Qualified Aus 9,844
End. No. Qualified Aus 2,698
Series FDG (Federated Growth)
Beg. AUV $ (9/10/99) 5.00
End. AUV $ 7.03
End. No. Non-Qualified Aus 15,288
End. No. Qualified Aus 8,028
Series OG (Oppenheimer Growth)
Beg. AUV $ (9/10/99) 5.00
End. AUV $ 5.33
End. No. Non-Qualified Aus 20,510
End. No. Qualified Aus 2,997
Series OM (Oppenheimer Money)
Beg. AUV $ (8/20/99) 5.00
End. AUV $ 5.07
End. No. Non-Qualified Aus 22,259
End. No. Qualified Aus 12,621
Yeild 4.49%
Series OS (Oppenheimer Strategic)
Beg. AUV $ (9/14/99) 5.00
End. AUV $ 5.13
End. No. Non-Qualified Aus 1,751
End. No. Qualified Aus 341
Series OSM (Oppenheimer Small Cap)
Beg. AUV $ (9/14/99) 5.00
End. AUV $ 7.91
End. No. Non-Qualified Aus 4,990
End. No. Qualified Aus 1,219
Series FG
Beg. AUV $ (5/24/93) 13.54
End. AUV $ 18.36
End. No. Non-Qualified Aus 3,294
End. No. Qualified Aus 3,451
Series FI (index 500)
Beg. AUV $ (6/30/93) 14.16
End. AUV $ 16.83
End. No. Non-Qualified Aus 2,162
End. No. Qualified Aus 2,544
Series SU (U.S. Govt. Income Series)
Beg. AUV $ (5/25/95) 6.22
End. AUV $ 5.97
End. No. Non-Qualified Aus 4,535
End. No. Qualified Aus 7,410
Series SV (Equity Series)
Beg. AUV $ (8/26/96) 8.67
End. AUV $ 10.32
End. No. Non-Qualified Aus 3,377
End. No. Qualified Aus 4,164

<PAGE>
- --------------------------------------------------------------------------------

FINANCIAL AND PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
All performance numbers are PERFORMANCE INFORMATION
based upon historical
earnings. These numbers are From time to time, Security First may advertise the
not intended to indicate performance of a Series. This performance information may
future results. Yields and include:
average annual total returns
are determined in accordance - the YIELD and EFFECTIVE YIELD of Series invested in the
with the computation methods MONEY FUND of the Separate Account
required by the Securities
and Exchange Commission (the - average annual total returns for the other Series of the
"SEC") in the Form N-4 Separate Account.
Registration Statement.
These methods are described YIELD is the net income generated by an investment in the
in detail in the Statement MONEY FUND for a specific seven-day period, expressed as a
of Additional Information. percentage of the value of the Series' Accumulation Units.
Yield is an annualized figure, which means that
Security First Life assumes that the Series will
generate the same level of net income over a
one-year period and compounds that income on a
semi-annual basis. Because of the assumed
compounding, the Money Fund's effective yield
will be slightly higher than its yield. The
computation of yield reflects all recurring
charges under the Contract to all Owner
accounts, including the mortality and expense
risk charge and the administrative expense
charge. Yield does not reflect the possible
imposition of early withdrawal charges. Early
withdrawal charges would reduce your performance
experience.
ANNUAL RETURN measures the net income of a
Series and any realized or unrealized gains or
losses of the underlying investments in the
Series, over the period stated. AVERAGE ANNUAL
TOTAL RETURN figures are annualized and,
therefore, represent the average annual
percentage change in the value of an investment
in a Series over the period stated. Average
annual total returns are expressed for at least
one, five and ten year periods (or from a
Series' inception if the Series has been in
existence for less than ten years). The
computation of average annual total returns
reflects all recurring charges and applicable
fees under the Contract to all Owner accounts,
including the following:
- the mortality and expense risk charge,
- the administrative expense charge, and
- the applicable early surrender charge that may
be charged at the end of the period in question.

FINANCIAL INFORMATION
Financial Statements of the Separate Account and
Security First Life are contained in the
Statement of Additional Information. Please see
the first page of this Prospectus for
information on how to obtain a copy of the
Statement.
</TABLE>

<PAGE>

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

DESCRIPTION OF SECURITY FIRST LIFE INSURANCE COMPANY,
THE GENERAL ACCOUNT, THE SEPARATE ACCOUNT,
THE FUNDS AND SERVICE PROVIDERS
- --------------------------------------------------------------------------------

SECURITY FIRST LIFE INSURANCE COMPANY

Security First Life is a stock life insurance company founded in 1960 and
organized under the laws of the State of Delaware. Its principal executive
offices are located at 11365 West Olympic Boulevard, Los Angeles, California
90064. Security First Life is authorized to transact the business of life
insurance, including annuities, and is currently licensed to do business in 49
states and the District of Columbia. Security First Life is a wholly-owned
subsidiary of Security First Group, Inc. ("SFG"). SFG in turn is a wholly-owned
subsidiary of Metropolitan Life Insurance Company ("MetLife"), a New York life
insurance company.

MetLife, a wholly owned subsidiary of MetLife, Inc., a publicly traded company,
is a leading provider of insurance and financial services to a broad spectrum of
individual and group customers. With approximately $420 billion worth of assets
under management as of December 31, 1999, MetLife provides individual insurance
and investment products to approximately 9 million households in the United
States.

THE GENERAL ACCOUNT

All of the assets of Security First Life, except for those in the Separate
Account and other segregated asset accounts, make up the assets of the General
Account. You may allocate amounts to the General Account when you purchase your
Contract or you may transfer amounts from the Separate Account at a later date.
Amounts allocated to the General Account are credited with interest at an
interest rate that is guaranteed by Security First Life. Instead of you bearing
the risk of fluctuations in the value of the assets as is the case for amounts
invested in the Separate Account, Security First Life bears the full investment
risk for amounts in the General Account. Security First Life has sole discretion
to invest the assets of the General Account, subject to applicable law. The
General Account provisions of the Contract are not intended to be offered by
this Prospectus. Please see the terms of your actual Contract for more
information.

THE SEPARATE ACCOUNT

Security First Life established the Separate Account on May 29, 1980 in
accordance with the Delaware Insurance Code. The purpose of the Separate Account
is to hold the variable assets that underlie the Contracts and some other
variable annuity contracts that Security First Life offers. The Separate Account
is registered with the SEC as a unit investment trust under the 1940 Act.

The assets of the Separate Account are held in Security First Life's name on
behalf of the Separate Account and legally belong to Security First Life.
Although the Separate Account, and each of the Series that make up the Separate
Account, are considered as part of Security First Life's general business, the
Separate Account's assets are solely for the benefit of those who invest in the
Separate Account and no one else, including Security First Life's creditors. All
the income, gains and losses (realized and unrealized) resulting from these
assets are credited to or charged against the Contracts issued from this
Separate Account without regard to Security First Life's other business. Under
state law and the terms of your Contract, the assets of the Separate Account
will not be responsible for liabilities arising out of Security First Life's
other business. Furthermore, Security First Life is obligated to pay all money
it owes under the Contracts even if that amount exceeds the assets in the
Separate Account. HOWEVER, THE AMOUNT OF VARIABLE ANNUITY PAYMENTS IS GUARANTEED
ONLY TO THE EXTENT OF THE LEVEL AMOUNT CALCULATED AT THE BEGINNING OF EACH
ANNUITY YEAR. (See Annuity Benefits -- Level Payments Varying Annually, page
28).

The Separate Account is divided into a number of investment Series of
Accumulation and Annuity Units. Seventeen of these Series are available under
the Contracts as investment choices. Each Series invests in the shares of only
one of the Funds.

<PAGE>

THE FUNDS

Your investment choices are:

<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE INVESTMENT ADVISER
- -------------------------------------------------------------------------------------------------------------
Federated Equity The investment objective of the Fund is to provide Federated Advisers
Income Fund II above average income and capital appreciation. The Fund
attempts to achieve its objectives by investing at least
65% of its assets in income-producing equity securities.
- -------------------------------------------------------------------------------------------------------------
Federated American The primary investment objective of the Fund is to Federated Advisers
Leaders Fund II achieve long-term growth of capital. The Fund's
secondary objective is to provide income.
- -------------------------------------------------------------------------------------------------------------
Federated High Income The investment objective of the Fund is to seek high Federated Advisers
Bond Fund II current income. The Fund endeavors to achieve its
objective by investing primarily in a professionally
managed, diversified portfolio of fixed income
securities. The fixed income securities in which the
Fund intends to invest are lower-rated corporate debt
obligations, which are commonly referred to as "junk
bonds." Some of these fixed income securities may
involve equity features. Capital growth will be
considered, but only when consistent with the investment
objective of high current income.
- -------------------------------------------------------------------------------------------------------------
Federated Growth The Fund's investment objective is capital Federated Advisors
Strategy Fund II appreciation. While there is no assurance that the Fund
will achieve its investment objective, it endeavors to
do so by following the strategies and policies described
in this prospectus. The Fund pursues its investment
objective by investing primarily in common stock of
companies with market capitalizations above $500 million
that offer superior growth prospects.
- -------------------------------------------------------------------------------------------------------------
AIM V.I. Balanced The Fund's objective is to achieve as high a total A I M Advisors, Inc.
Fund return to investors as possible, consistent with
preservation of capital. The Fund seeks to achieve its
objective by investing in a broadly diversified
portfolio of high-yielding securities, including common
stocks, preferred stocks, convertible stocks and bonds.
Although equity securities will be purchased primarily
for capital appreciation and fixed income securities
will be purchased primarily for income purposes, income
and capital appreciation potential will be considered in
connection with all investments.
- -------------------------------------------------------------------------------------------------------------
AIM V.I. Capital The Fund's investment objective is to seek capital A I M Advisors, Inc.
Appreciation Fund appreciation through investments in common stocks, with
emphasis on medium-sized and smaller emerging growth
companies. The investment adviser to the Fund will be
particularly interested in companies that are likely to
benefit from new or innovative products, services or
processes that should enhance such companies' prospects
for future growth in earnings.
- -------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund The Fund's investment objective is to achieve long-term A I M Advisors, Inc.
growth of capital by investing primarily in equity
securities judged by the Fund's investment adviser to
be undervalued relative to the current or projected
earnings of the companies issuing the securities, or
relative to current market values of assets owned by
the companies issuing the securities or relative to the
equity market generally. Income is a secondary
objective and would be satisfied principally from the
income (interest and dividends) generated by the common
stocks, convertible bonds and convertible preferred
stocks that make up the Fund's portfolio.

- -------------------------------------------------------------------------------------------------------------
AIM V.I. The Fund's investment objective is to seek to provide A I M Advisors, Inc.
International Equity long-term growth of capital by investing in a
Fund diversified portfolio of international equity
securities the issuers of which are considered by the
Fund's investment adviser to have strong earnings
momentum. Any income realized by the Fund will be
incidental and will not be an important criteria in the
selection of portfolio securities.
- -------------------------------------------------------------------------------------------------------------
</TABLE>

16
<PAGE>
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE INVESTMENT ADVISER
- -------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic The investment objective of the Fund is to seek a high Oppenheimer Funds, Inc.
Bond Fund/VA level of current income principally derived from
interest on debt securities and to enhance such income
by writing covered call options on debt securities.
Although the premiums received by the Fund from writing
covered calls are a form of capital gain, the Fund
generally will not make investments in securities with
the objective of seeking capital appreciation.
- -------------------------------------------------------------------------------------------------------------
Oppenheimer Main The objective of Growth & Income Fund is to seek a high Oppenheimer Funds, Inc.
Street Growth & total return, which includes growth in the value of its
Income Fund Growth & Income shares as well as current income from
equity and debt Fund/VA securities. In seeking that
objective, Growth & Income may invest in equity and
debt securities.
- -------------------------------------------------------------------------------------------------------------
Oppenheimer Money The objective of Money Fund is to seek the maximum Oppenheimer Funds, Inc.
Fund/VA current income from investments in "money market"
securities consistent with low capital risk and the
maintenance of liquidity. The Money Fund primarily
invests in "money market" securities.
- -------------------------------------------------------------------------------------------------------------
Oppenheimer Small The Fund seeks capital appreciation by investing mainly Oppenheimer Funds, Inc.
Cap. Growth Fund/VA in common stocks, but can buy other equity securities,
such as preferred stocks and securities convertible into
common stock. The Fund invests primarily in securities
of companies with market capitalization less than $1
billion that the Fund's investment Manager, Oppenheimer
Funds, Inc., believes have favorable growth prospectus.
The Fund is not required to sell a security if the
issuers market capitalization grows above $1 billion.
The Fund can also buy securities of issuers having a
market capitalization over $1 billion, but does not
expect to do so to a significant degree. The Fund can
invest in any country, including countries with
developed or emerging markets, but currently emphasizes
investments in the U.S. and other developed markets.
While these stocks may be traded on stock exchanges, in
many cases the Fund buys over-the-counter securities,
which has special risks.
- -------------------------------------------------------------------------------------------------------------
Van Kampen Strategic The investment objective of the Strategic Stock Van Kampen Asset
Stock Portfolio Portfolio is to seek to provide investors with an above Asset Management, Inc.
average total return through a combination of potential
capital appreciation and dividend income consistent with
the preservation of invested capital. Under normal
market conditions, the Fund's investment adviser seeks
to achieve the investment objective by investing in a
portfolio of high divided yielding equity securities of
companies included in the Dow Jones Industrial Average
or in the MSCI USA Index.
- -------------------------------------------------------------------------------------------------------------
VIP The Fund seeks to achieve capital appreciation FMR
Growth Portfolio normally Fidelity Management and through the purchase
of common stocks (although the Research Company ("FMR")
portfolio's investments are not restricted to any one
type of security). Capital appreciation may also be
found in other types of securities, including bonds and
preferred stocks.
- -------------------------------------------------------------------------------------------------------------
VIP II Index 500 The Fund seeks investment results that correspond to FMR
Portfolio the total return (i.e., the combination of capital
changes and income) of common stocks publicly traded in
the United States, as represented by the Standard &
Poor's 500 Composite Stock Price Index while keeping
transaction costs and other expenses low.
- -------------------------------------------------------------------------------------------------------------
SFT BlackRock U.S. The Fund seeks to provide current income. The Series Security Management:
Government Income pursues this objective by investing in a professionally BlackRock (subadviser)
Series managed, diversified portfolio limited primarily to
BlackRock U.S. Government securities.

- -------------------------------------------------------------------------------------------------------------
SFT BlackRock The Fund seeks to provide growth of capital and income. Security Management:
Equity Series The Series is managed to take advantage of trends in BlackRock (subadviser)
the stock market that favor different styles of stock
selection (value of growth) and different sizes of
companies.
- -------------------------------------------------------------------------------------------------------------
</TABLE>

17
<PAGE>

While the Series and their Each Series buys and sells shares of the corresponding
comparably named Funds may fund. These Funds invest in stocks, bonds and other
have names, investment investments as indicated above. All dividends declared by
objectives and management the Funds are earned by the Separate Account and reinvested.
which are identical or Therefore, no dividends are distributed to you under the
similar to publicly Contract. Instead, dividends generally increase the
available funds, Accumulation or Annuity Unit Value. You pay no transaction
these are not those mutual expenses (i.e., front-end or back-end load sales charges) as
funds. The Funds most likely a result of the Separate Account's purchase or sale of these
will not have the same fund shares. The Funds listed above are available
performance experience as only by purchasing annuities and life insurance policies
any publicly available offered by Security First Life or by other insurance
fund. companies and are never sold directly to the public. The
shares of each Fund are purchased, without sales
charge, for the corresponding Series at the next
net asset value per share determined by a Fund
after your payment is received by Security First
Life. Fund shares will be redeemed by the Series
to the extent necessary for Security First Life
to make annuity or other payments under the
Contracts. Each of the Funds is a portfolio or
series of an open-end management investment
company registered with the SEC under the 1940
Act. Registration does not involve supervision
by the SEC of the investment or investment
policies of the Funds. There can be no guarantee
that a Fund will meet its investment objectives.

The Funds are more fully The Funds are available to other registered separate
described in the Fund accounts offering variable annuity and variable life
prospectuses and their products in addition to Security First Life's Separate
Statements of Additional Account. In the future, a conflict may develop between one
Information. The or more separate accounts invested in the same Fund. The
prospectuses are attached to conflict could develop due to change in the law affecting
or accompanied by this variable annuity products or from differences in voting
Prospectus. The Statements instructions of owners of the different separate accounts.
of Additional Information Security First Life monitors the Series for this type of
are available upon your conflict and will remedy the situation if such a conflict
request. develops. This may include the withdrawal of amounts
invested in the Funds by you and other Contract
Owners.
SUBSTITUTION OF FUND SHARES
Security First Life may substitute shares of
another fund for Fund shares directly purchased
and apply future Purchase Payments under the
Contracts to the purchase of these substituted
shares if the shares of a Fund are no longer
available or further investment in such shares
is determined to be inappropriate by Security
First Life's management in view of the purposes
of the Contracts. However, no substitution is
allowed unless a majority of the Owners entitled
to vote (those who have invested in the Series)
and the SEC approves the substitution under the
1940 Act.
PRINCIPAL UNDERWRITER
Security First Financial, Inc., 11365 West Olympic
Boulevard, Los Angeles, California 90064, a broker-dealer
registered under the Securities Exchange Act of 1934 and a
member of the National Association of Securities Dealers,
Inc., is the principal underwriter for the Contracts.
Security First Financial, Inc. is a Delaware corporation and
a subsidiary of SFG.
SERVICING AGENT
SFG provides Security First Life with
administrative services, including: office
space, supplies, utilities, office equipment,
travel expenses and periodic reports.
</TABLE>

<PAGE>

CUSTODIAN

Security First Life is the custodian of the assets of the Separate Account. The
assets of each Series will be physically segregated by Security First Life and
held separate from the assets of the other Series and of any other firm, person
or corporation. The assets of the Separate Account are further protected by
fidelity bonds which cover all of Security First Life's officers and employees.

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

CONTRACT CHARGES
- --------------------------------------------------------------------------------

Security First Life deducts the charges described below. Security First Life
represents that the charges are reasonable for the service and benefits
provided, costs and expenses incurred, and risks assumed under the Contracts.

SERVICES AND BENEFITS SECURITY FIRST LIFE PROVIDES INCLUDE:

- the ability for you to make withdrawals and surrenders under the
Contracts;

- the death benefit paid at your death, the Annuitant's death, or the death
of the first of joint Contract owners;

- the available funding options and related programs (including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs);

- administration of the annuity options available under the Contracts; and

- the distribution of various reports to Contract owners.

COSTS AND EXPENSES INCURRED BY SECURITY FIRST LIFE INCLUDE:

- costs associated with various overhead and other expenses from providing
the services and benefits under the Contracts;

- sales and marketing expenses; and

- other costs of doing business.

RISKS ASSUMED BY SECURITY FIRST LIFE INCLUDE:

- risks that Annuitants may live longer than estimated when the annuity
factors under the Contracts were established;

- that the amount of the death benefit will be greater than the Contract
value or the maximum of all step-up values for the Enhanced Death
Benefit; and

- that the costs of providing the services and benefits under the contracts
will exceed the charges deducted.

Security First Life may also deduct a charge for taxes, if applicable.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

These charges may not be changed under the Contract, and Security First Life may
profit from these charges in the aggregate.

<PAGE>

<TABLE>
<S> <C>
PREMIUM TAXES
Some states assess premium taxes on the Purchase
Payments you make. Generally, premium taxes
range from 0% to 2.35% (3.50% in Nevada),
depending on the state. The Contracts permit
Security First Life to deduct any applicable
premium taxes from the Contract Value at or
after the time they are incurred. Security First
Life currently does not deduct for these taxes
at the time you make a Purchase Payment.
However, Security First Life will deduct the
total amount of premium taxes, if any, from the
Contract Value when you elect to begin receiving
Annuity payments (Annuitization).
SURRENDER CHARGE
The surrender charge covers No sales charge is deducted from any Purchase Payment.
marketing expenses for the During the accumulation phase, you can withdraw part or all
sale of Contracts, such as of the Contract Value. In the first partial surrender in
commissions to sales each Contract year, you can withdraw up to 10% of your
personnel and other Contract Value in the General Account and 10% of the
promotion and acquisition Contract Value in the Separate Account free of surrender
expenses. charges. If you withdraw money in excess of 10% of your
Contract Value, you might have to pay a
surrender charge on the excess amount. The
following schedule shows the surrender charges
that apply during the seven years following each
Purchase Payment:
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF YEARS SURRENDER
SINCE PURCHASE PAYMENT DATE CHARGE
-------------------------------------------------------------------------
<S> <C> <C>
Less than 1 year........................................ 7%
1 year but less than 2.................................. 6%
2 years but less than 3................................. 5%
3 years but less than 4................................. 4%
4 years but less than 5................................. 3%
5 years but less than 6................................. 2%
6 years but less than 7................................. 1%
7 years or more......................................... 0%
</TABLE>

The surrender charge is calculated by
subtracting from the Series or General Account
from which you are withdrawing a Purchase
Payment an amount determined as follows:
THE SURRENDER AMOUNT
1 -- THE PERCENTAGE SURRENDER CHARGE EXPRESSED
AS A DECIMAL Accumulation Units are cancelled on
a first-in, first-out basis, and the amount
credited to your Contract Value with respect to
each Purchase Payment will be subject to the
surrender charge. In no event will a surrender
charge imposed on Accumulation Units be more
than 9% of Purchase Payments allocated to the
Separate Account. The effect of this varying
schedule of percentage charges is that amounts
that you leave in the Separate Account for
longer periods of time are subject to a lower
charge than amounts immediately surrendered.

<PAGE>

Example of application of surrender charge.
Assume your Contract Value is $100,000 at the
beginning of Contract year 2 and you withdraw
$30,000. Because that amount is more than your
10% free surrender amount, you would pay a
surrender charge of $1,200 on the remaining
$20,000 (6% of $30,000 - $10,000).
Keep in mind that withdrawals may be taxable,
and if made before age 59 1/2, may be subject to
a 10% Federal penalty tax described on page 34.
For tax purposes, withdrawals are considered to
come from earnings first. If you make a partial
surrender, you will receive a check in the
amount requested. The surrender charge, if any,
will be deducted from the Series from which the
partial surrender was taken. If the amount in a
particular Series is completely surrendered, the
charge will be taken from the remaining Series
in which you have an interest.
EXCEPTIONS TO SURRENDER CHARGE
In some cases, Security First Life will not
charge you the surrender charge when you make a
withdrawal. You do not pay the surrender charge:
- On transfers made within your Contract;
- On withdrawals of Purchase payments you made
over seven years ago;
- If you die during the pay-in phase, your
Beneficiary(ies) will receive the full death
benefit without deduction;
- If you withdraw no more than 10% of your
account balance in any Contract Year;
- If you are confined to a hospital for at least
30 consecutive days or a skilled nursing home
for at least 90 consecutive days (the withdrawal
must be in a lump sum and must be requested
within 60 days after termination of
confinement); and
- When you are an officer, director or full time
employee of Security First Life or its
affiliatesif the purchase of the Contract is for
personal investment purposes only.
ADMINISTRATION FEES
An administration fee of .00041% (.15% per year)
is deducted from your interest in the Separate
Account on a daily basis. Contract
administration expenses include:
- the cost of policy issuance;
- rent;
- stationery and postage;
- telephone and travel expenses;
- salaries;
- legal, administrative, actuarial and
accounting fees;
- periodic reports; and
- office equipment, and custodial expenses.

21
<PAGE>

<TABLE>
<S> <C>
Please note that deductions MORTALITY AND EXPENSE RISK CHARGE
are made and expenses paid
out of the underlying Fund's Security First Life charges a fee for bearing certain
assets, as well. A mortality and expense risks under the policy. Examples of
description of these fees these risks include a guarantee of annuity rates, the death
and expenses are described benefits, and assuming the risk that the expense charges and
in each Fund's prospectus. fees are less than actual administrative and operating
expenses. As compensation for assuming these
risks, Security First Life will make a daily
deduction from the value of the Separate
Account's assets equal to 1.25% per year. If
Security First Life has gains from the receipt
of the mortality and expense risk charges over
its cost of assuming these risks, it may use the
gains as it sees fit. This may include the
reduction of expenses incurred in distributing
the Contracts.
Security First Life may voluntarily waive a
portion of the mortality and administrative
expense risk charges. Any waiver of these
expenses may be terminated at any time.
FEDERAL, STATE AND LOCAL TAXES
Security First Life may in the future deduct
charges from the Contract Value for any taxes it
incurs because of the Contracts. However, no
deductions are being made at the present time.
FREE LOOK PERIOD
You may cancel your Contract within a certain
time period. This is known as a "free look."
Your Free Look Period is the 10-day period (or
longer in certain states) starting when you
receive your Contract. If you decide to cancel
your Contract, Security First Life must receive
your request to cancel in writing at its
administrative office within the 10-day period.
If the Contract is mailed to Security First
Life, it will be considered to be returned on
the postmark date. If the Contract is sent by
certified or registered mail, the date of
certification or registration will be considered
the date of its return to Security First Life.
The returned Contract will be treated as if
Security First Life never issued it, and
Security First Life will refund your Purchase
Payments or, if required by state law, the
greater of the Purchase Payments or the Contract
Value. Purchase Payments that you make to the
Separate Account will be allocated to the Money
Market Portfolio for the number of days of the
Free Look Period required by the state in which
you live. At the end of the Free Look Period,
the account value in the Money Market Portfolio
will be reallocated to the Series of the
Separate Account that you selected in your
Contract application.
</TABLE>

<PAGE>

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

DESCRIPTION OF THE CONTRACTS
- --------------------------------------------------------------------------------

ASSIGNMENT

Your Contract provides that you may freely assign your rights under it. However,
if you hold your Contract in connection with a Section 401 or 403 plan, a Roth
IRA, or a traditional IRA, you cannot assign or transfer the Contract.

PURCHASE PAYMENTS

You may make a Purchase Payment at any time. Your minimum initial Purchase
Payment must be $1,000. Each additional Purchase Payment must at least $100. For
IRAs, the initial Purchase Payment is $500 and each additional payment is $100.
You will receive a confirmation of each Purchase Payment received.

TRANSFERS

ACCUMULATION UNITS

You may transfer Accumulation Units among the Funds or to the General Account at
any time. You may not make a transfer from the General Account to Accumulation
Units, unless you make a reallocation election or an enhanced dollar cost
averaging election.

Your transfer instructions must be in writing or, if permitted by Security First
Life, by telephone. If Security First Life permits Accumulation Units to be
transferred by telephone, you will be required to complete an authorization on
the contract application or on another form that Security First Life will
provide. Security First Life will employ reasonable procedures to confirm that
telephone instructions are genuine. This will include a requirement that you
provide one or more forms of personal identification when requesting a transfer.
Security First Life will not be liable for following instructions it reasonably
believes to be genuine.

Your Accumulation Units will be transferred on the first valuation after receipt
of written or telephone instructions. Accumulation Unit values are determined at
the close of trade on the New York Stock Exchange, which is currently 4:00 p.m.
Eastern time. If your transfer instructions are received up to that time your
transfer will be effected at the value calculated on that date. If your
instructions are received after the close of trading on a valuation day, your
transfer instructions will be carried out at the value next calculated.

ANNUITY UNITS

You may transfer Annuity Units among the Series at any time with no charge. You
may not transfer Annuity Units to the General Account. However, any amounts that
you have in the General Account that have not been applied to a fixed annuity
income option may be transferred to Annuity Units in one or more Series for a
variable payout. Transfers of Annuity Units may only be requested in writing and
will be effective on the first valuation following receipt of the instructions.

MINIMUM TRANSFER

A minimum of $500 must be transferred from any Series or from the General
Account, except as permitted under a reallocation election or dollar cost
averaging program. The value of the Accumulation and Annuity Units transferred
will be calculated as of the close of business on the day that the transfer
occurs.

<PAGE>

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly, quarterly, semi-annual or
annual basis so that more accumulation units are purchased in a funding option
if the cost per unit is low and less accumulation units are purchased if the
cost per unit is high. Therefore, a lower average cost per unit may be achieved
over the long run. There is no additional charge to participate in dollar cost
averaging.

You may participate in this program if your Contract Value is $5,000 or more.
Under the program, your Accumulation Units from the Series invested in the Money
Market Portfolio will be periodically transferred to other Series that you
select. The program allows you to invest in non-money market Series over any
time period that you choose instead of investing in these other Series all at
once.

You choose whether the transfer will be made monthly, quarterly, semi-annually
or annually. The minimum transfer amount is $100. You may terminate the program
at any time by sending a written notice to Security First Life. (Security First
Life reserves the right to limit the number of Series to which transfers can be
made.)

SECURITY FIRST LIFE'S ENHANCED DOLLAR COST AVERAGING PROGRAM (THE "EDCA
PROGRAM")

From time to time, Security First Life may credit increased interest rates to
you under programs established at no additional charge at Security First Life's
discretion. If you are a new Contract owner, you may enroll in Security First
Life's EDCA Program, a special pre-authorized transfer program. Under this
program, you may allocate a Purchase Payment of at least $10,000 into the
General Account and pre-authorize transfers from the General Account to any of
the Series of the Separate Account under either a 6-month or 12-month transfer
program. Under either program, the initial Purchase Payment and accrued interest
must be transferred to the selected Series in substantially equal monthly
installments over the 6- or 12-month period.

REALLOCATION ELECTION

If your Contract Value is $5,000 or more, you may elect to systematically
reallocate values invested in Accumulation Units among the Series and in the
General Account in order to achieve an allocation ratio that you establish. Your
request must be made in writing on a form provided by Security First Life. (The
reallocation election is not available under either the dollar cost averaging
program or the EDCA Program.)

Transfers will occur quarterly. All transfers will be made on the third business
day of the month in which the annual or quarterly anniversary of your Contract
occurs. No transfer from the General Account shall exceed 20% of your interest
invested in the General Account in any year. You may change the allocation
ratios once each Contract Year. Any transfer among Series outside of the
election will cause the election to terminate.

MODIFICATION OF THE CONTRACTS

Security First Life must make Annuity payments involving life contingencies at
no less than the minimum guaranteed Annuity rates incorporated into the
Contracts, even if actual mortality experience is different.

Security First Life is legally bound under the Contract to maintain these
Annuity purchase rates. Security First Life must also abide by the Contract's
provisions concerning:

- death benefits;

- deductions from Purchase Payments;

- deductions from Contract Values for transaction charges;

- deductions from the Separate Account for mortality and expense risk and
administrative fees; and

- guaranteed rates with respect to fixed benefits.

24
<PAGE>

Security First Life may change such provisions without your consent to the
extent permitted by the Contract, but only:

- with respect to any Purchase Payments received as a tax free exchange
under the Code after the effective date of the change;

- with respect to benefits and values provided by Purchase Payments made
after the effective date of the change to the extent that such Purchase
Payments in any Contract Year exceed the first year's Purchase Payments;
or

- to the extent necessary to conform the Contract to any Federal or state
law, regulation or ruling.

If you have any questions about any of the provisions of your Contract, you may
write or call:

Security First Life Insurance Company
P.O. Box 92193
Los Angeles, California 90009
1 (800) 284-4536

<PAGE>

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

ACCUMULATION PERIOD
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
The NET INVESTMENT FACTOR is CREDITING ACCUMULATION UNITS IN THE SEPARATE ACCOUNT
an index of the percentage
change (adjusted for Security First Life will credit Accumulation Units to a
distributions by the Fund Series upon receipt of your Purchase Payment or transfer.
and the deduction of the Security First Life determines the number of Accumulation
administration fee, and Units to be credited to a Series by dividing the net amount
mortality and expense risk allocated to a Series out of your Purchase Payment by the
fee) in the net asset value value of an Accumulation Unit in the Series next computed
of the Fund in which a following receipt of the Purchase Payment or transfer.
Series is invested, since
the preceding Valuation SEPARATE ACCOUNT ACCUMULATION UNIT CURRENT VALUES
Date. The net investment
factor may be greater or The current value of Accumulation Units of a particular
less than 1 depending upon Series depends upon the investment experience of the Fund in
the Fund's investment which the Series invests its assets. The value of
performance Accumulation Units is determined each business day at the
close of trading on the New York Stock Exchange
(currently 4:00 p.m. Eastern time). The value is
calculated by multiplying the value of an
Accumulation Unit in the Series on the
immediately preceding valuation date by the net
investment factor for the period since that day.
You bear the risk that the aggregate current
value invested in the Series may at any time be
less than, equal to or more than the amount that
you originally allocated to the Series.
SURRENDER FROM THE SEPARATE ACCOUNT You may
surrender all or a portion of the cash value of
your Contract at any time prior to the Annuity
Date. A surrender may result in adverse federal
income tax consequences to you including current
taxation on the distribution and a penalty tax
on the early withdrawal. These consequences are
discussed in more detail under "Federal Tax
Considerations" on page 32. You should consult
your tax adviser before making a withdrawal.
The cash value of your interest in the Separate
Account prior to the Annuity Date is determined
by multiplying the number of Accumulation Units
for each Series credited to your Contract by the
current value of an Accumulation Unit in the
Series and subtracting any applicable surrender
charges or fees. Security First Life will
determine the value of the number of
Accumulation Units withdrawn at the next
computed Accumulation Unit value. If you request
a partial surrender from more than one Series
you must specify the allocation of the partial
surrender among the Series. You may not make a
partial surrender if a withdrawal would cause
your interest in any Series or the General
Account to have an after surrender value of less
than $500.
However, if you are withdrawing the entire
amount allocated to a Series these restrictions
do not apply.
PAYMENT OF SURRENDER AMOUNT
Payment of any amount surrendered from a Series
will be made to you within seven days of the
date that Security First Life receives your
written request. Security First Life may suspend
surrenders when: - The SEC restricts trading on
the New York Stock Exchange or the Exchange is
closed for other than weekends or holidays;
</TABLE>

<PAGE>

- The SEC permits the suspension of withdrawals; or

- The SEC determines that an emergency exists that makes disposal of
portfolio securities or valuation of assets of the Funds not reasonably
practicable.

ACCOUNT STATEMENTS

You will receive a written account statement each calendar quarter in which a
transaction occurs before the Annuity Date. Even if you do not engage in any
transactions you will receive at least one written account statement per year.
The statement shows:

- all transactions for the period being reported

- the number of Accumulation Units that are credited to your Contract in
each Series

- the current Accumulation Unit value for each Series

- your Contract Value as of the end of the reporting period

Security First Life is careful to ensure the accuracy of calculations and
transfers to and within the Separate Account. However, errors may still occur.
You should review your statements and confirmations of transactions carefully
and promptly advise Security First Life of any discrepancy. Allocations and
transfers reflected in a statement will be considered final at the end of 10
days from the date of the statement.

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

ANNUITY BENEFITS
- --------------------------------------------------------------------------------

VARIABLE ANNUITY PAYMENTS

Your interest in the Series may be applied to provide you with a Variable
Annuity. The dollar amount of the Variable Annuity payments that you receive
will reflect the investment experience of the Series but will not be affected by
adverse mortality experience which may exceed the mortality risk charge
established under the Contract.

ASSUMED INVESTMENT RETURN

Unless you elect otherwise, the Assumed Investment Return is 4.25% per year. If
the laws and regulations of your State allow, you may elect an Assumed
Investment Return of 3.50%, 5% or 6%. The Assumed Investment Return does not
bear any relationship to the actual net investment experience of the Series.

Your choice of Assumed Investment Return affects the pattern of your Annuity
payments. Your Annuity payments will vary from the Assumed Investment Return
depending on whether the investment experience of the Series in which you have
an interest is better or worse than the Assumed Investment Return. The higher
your Assumed Investment Return, the higher your first Annuity payment will be.
Your next payments will only increase in proportion to the amount the investment
experience of your chosen Series exceeds the Assumed Investment Return and
Separate Account charges. Likewise, your payments will decrease if the
investment experience of your chosen Series is less than the Assumed Investment
Return and Separate Account charges. A lower Assumed Investment Return will
result in a lower initial Annuity payment, but subsequent Annuity payments will
increase more rapidly or decline more slowly as changes occur in the investment
experience of the Series. Conversely, a higher Assumed Investment Return would
result in a higher initial payment than a lower Assumed Investment Return, but
later payments will rise more slowly or fall more rapidly.

<PAGE>

ELECTION OF ANNUITY DATE AND FORM OF ANNUITY You
choose the Annuity Date and the form of Annuity
payment.
ELECTION OF ANNUITY DATE
If you do not choose an Annuity Date at least
thirty-one days before Annuitization, your
Normal Annuity Date automatically will be the
later of:
- the Contract anniversary nearest to the
Annuitant's 85th birthday, or
- the 10th anniversary of the Contract Date. You
may select an optional Annuity Date that is
earlier than the Normal Annuity Date described
above. This Annuity Date may be the first day of
any month before the Normal Annuity Date. Please
note that the Qualified Contracts may require a
different Normal Annuity Date and may prohibit
the selection of certain optional Annuity Dates.
There are three people who FORM OF ANNUITY
are involved in payments
under your Annuity: Currently, Security First Life provides you with
five forms of Annuity payments. Each Annuity
payment option, except Option 5, is available on
- - you, the Owner both a Fixed and Variable Annuity basis. Option
5 is available on a Fixed basis only.
- - the Annuitant
OPTION 1 -- LIFE ANNUITY
- - the Beneficiary
You receive Annuity payments monthly during the
lifetime of the Annuitant. These payments stop
The Owner and the Annuitant with the last payment due before the death of
may be the same person. the Annuitant. Because Security First Life does
not guarantee a minimum number of payments under
this arrangement, this option offers the maximum
level of monthly payments involving a life
contingency.
OPTION 2 -- LIFE ANNUITY WITH 120, 180, OR 240
MONTHLY PAYMENTS CERTAIN
You receive a guaranteed minimum number of
monthly Annuity payments during the lifetime of
the Annuitant. In addition, Security First Life
guarantees that you, (or your Beneficiary, if
you are the Annuitant) will receive monthly
payments for the remainder of the period
certain, if the Annuitant dies during that
period.
OPTION 3 -- INSTALLMENT REFUND LIFE ANNUITY
An Annuity payable monthly during the lifetime
of an individual. You receive a guaranteed
minimum number of monthly payments which are
equal to the amount of your Contract Value
allocated to this option divided by the first
monthly payment. If you die before receiving the
minimum number of payments, the remaining
payments will be made to your Beneficiary.
OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY
You receive Annuity payments monthly during the
lifetime of you and another payee (the joint
payee) and during the lifetime of the survivor
of the two of you. Security First Life stops
making payments with the last payment before the
death of the last surviving payee. Security
First Life does not guarantee a minimum number
of payments under this arrangement. The election
of this option is ineffective if either of you
dies before Annuitization. In that case, the
survivor becomes the sole payee, and Security
First Life does not pay death proceeds because
of the death of the other payee.

<PAGE>

OPTION 5 -- PAYMENTS FOR A DESIGNATED PERIOD (FIXED ANNUITY ONLY)

Security First Life makes Annuity payments monthly to you or another
properly-designated payee, or to the Beneficiary at your or another payee's
death, for a selected number of years ranging from five to thirty. The amount of
each payment will be based on an interest rate determined by Security First Life
that will not be less than 3.50% per year. You may not commute Fixed Annuity
payments to a lump sum under this option.

If you do not choose a form of Annuity payment, Option 2, a life annuity with a
guaranteed minimum of 120 monthly payments, will automatically be applied to
your Contract. You may make changes to an optional form of Annuity payment at
any time until 31 days before the Annuity date.

The first year's Annuity payment described in Options 1 - 4 are calculated on
the basis of:

- the mortality table specified in the Contract;

- the age and where permitted the sex of the Annuitant;

- the type of Annuity payment option selected, and

- the assumed investment return selected.

The fixed Annuity payments described in Option 5 are calculated on the basis of:

- the number of years in the payment period, and

- the interest rate guaranteed with respect to the option.

Fixed Annuities are funded through the General Account of Security First Life.

FREQUENCY OF PAYMENT

Your payments under all options will be made on a monthly basis unless you and
Security First Life have agreed to a different arrangement.

Payments from each Series must be at least $50 each. If a payment from a Series
will be less than $50, Security First Life has the right to decrease the
frequency of payments so that each payment from a Series will be at least $50.

LEVEL PAYMENTS VARYING ANNUALLY

Your variable Annuity payments are determined yearly rather than monthly. As a
result, you will receive a uniform monthly Annuity payment for each Annuity
year. The level of payments for each year is based on the investment performance
of the Series up to the Valuation Date as of which the payments are determined
for the year. As a result, the amounts of the Annuity payments will vary with
the investment performance of the Series from year to year rather than from
month to month. Your monthly variable Annuity payments for the first year will
be calculated on the last Valuation Date of the second calendar week before the
Annuity date. The amount of your monthly variable Annuity payments will be
calculated using a formula described in the Contract. On each anniversary of the
Annuity date, Security First Life will determine the total monthly payments for
the year then beginning. These payments will be determined by multiplying the
number of Annuity units in each Series from which payments are to be made by the
annuity unit value of that Series for the valuation period in which the first
payment for that period is due.

After calculating the amount due to you, Security First Life transfers the
amount of the year's Variable Annuity payments to a General Account at the
beginning of the year. Although the amount in the Separate Account is credited
to you and transferred to the General Account, you do not have any property
rights in this amount. You do have a contractual right to receive your Annuity
payments.

The monthly Annuity payments for the year are made from the General Account with
interest using the standard assumed investment return of 4.25% or the Assumed
Investment Return that you selected. As a

<PAGE>

result, Security First Life will experience profits or losses on the amounts
placed in the General Account in providing level monthly payments to you during
the year that meet the Assumed Investment Return that you selected. For example,
if the net investment income and gains in the General Account are lower than the
Assumed Investment Return selected, Security First Life will experience a loss.
You will not benefit from any increases or be disadvantaged from any decreases
in any Annuity Unit Values during the year because the Annuity payments for that
year are set at the beginning of the year. These increases and decreases will be
reflected in the calculation of Annuity payments for the following year.

ANNUITY UNIT VALUES

This is how Security First Life calculates the Annuity Unit Value for each
Series:

- First, Security First Life determines the change in investment experience
(including any investment-related charge) for the underlying Fund from
the previous valuation date to the current valuation date;

- Next, it subtracts the daily equivalent of your insurance-related charge
(general administrative expense and mortality and expense risk charges)
for each day since the last day the Annuity Unit Value was calculated;

- Then, it divides the result by the quantity of one plus the weekly
equivalent of your Assumed Investment Return; and

- FINALLY, THE PREVIOUS ANNUITY UNIT VALUE IS MULTIPLIED BY THIS RESULT.

30
<PAGE>

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

DEATH BENEFITS
- --------------------------------------------------------------------------------

If you own a joint Contract DEATH BEFORE THE ANNUITY DATE
with another person or
persons, the death of either If you chose another person other than yourself as the
you or your co-owner will Annuitant under your contract and the Annuitant dies, you
constitute the death of the become the Annuitant. If you die before the Annuity Date,
Owner for Contract purposes. whether or not you are the Annuitant, your Beneficiary(ies)
will receive a death benefit that is the greatest of:
- the total of all Purchase Payments less any partial
withdrawals, including amounts already applied to produce
Annuity payments;
- the Contract Value of settlement; or
- in the event the Contract is issued to you (or
you and co-owners) on or before you (or they)
attain age 70, the greater of the Contract Value
at the end of the seventh Contract Year or the
Contract Value at the end of each following
fifth Contract Year. (In each case increased by
later Purchase Payments and reduced by later
withdrawals or amount applied to an annuity pay
out.)
Your Beneficiary(ies) receive the death benefit
as either:
(1) A lump sum that must be made within five (5)
years of your death. or
(2) Annuity income under Annuity Income Options
One, Two or Five described in Article 7 of the
Contract. If your Beneficiary(ies) chooses one
of the Annuity income options:
- Payments must begin within one year of your
death (However, your spouse may delay
commencement of payments up to the date that you
would have reached 70 1/2.)
- The guaranteed period under Option Two or the
designated period under Option Five may not be
longer than the Beneficiary's life expectancy
under applicable tables specified by the
Internal Revenue Service.
- The Contract Value on the date of the first
Annuity payment will be used to determine the
amount of the death benefit.
If your spouse is your sole Beneficiary, he or
she may choose to succeed to your rights as
Owner rather than to take the death benefit. If
you have more than one Beneficiary living at the
time of your death, each will share the proceeds
of the death benefit equally unless you elect
otherwise.
If you outlive all of your Beneficiaries, the
death benefit will be paid to your estate in a
lump sum. No Beneficiary shall have the right to
assign or transfer any future payments under the
Options, except as provided in the election or
by law.
</TABLE>

31
<PAGE>

You will also be considered to have outlived your Beneficiary(ies) in the
following situations:

- Your Beneficiary(ies) and you die at the same time.

- Your Beneficiary(ies) dies within 15 days of your death and proof of your

death is received by Security First Life before the date due proof of
your death is received by Security First Life.

Proof of death includes a certified death certificate, or attending physician's
statement, a decree of a court of competent jurisdiction as to the finding of
death, or other documents that Security First Life agrees to accept as proof of
death.

DEATH AFTER THE ANNUITY DATE

If the Annuitant dies on or after the Annuity Date, the amounts payable to the
Beneficiary(ies) or other properly designated payees will consist of any
continuing payments under the Annuity Payment option in effect. In this case,
the Beneficiary will:

- have all the remaining rights and powers under a Contract, and

- be subject to all the terms and conditions of the Contract.

If none of your Beneficiaries survive the Annuitant, the value of any remaining
payments certain on the death of Annuitant, calculated on the basis of the
assumed investment return that you previously chose, will be paid in a lump sum
to the Annuitant's estate unless other provisions have been made and approved by
Security First Life. This value is calculated on the next day of payment
following receipt of due proof of death.

Unless otherwise restricted, a Beneficiary receiving variable payments under
Option Two or Three may elect at any time to receive the present value of the
remaining number of Annuity payments certain in a lump sum payment after the
death of an Annuitant. The present value of the remaining Annuity payments will
be calculated on the basis of the assumed investment return previously selected.
This lump sum payment election is not available to a Beneficiary receiving Fixed
Annuity payments.

<PAGE>

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

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax advice. Because of the complexity of the law and the fact that the
tax results will vary depending on many factors, you should consult your tax
adviser regarding your personal situation. Additional tax information is
included in the SAI. (Neither this Prospectus nor the SAI addresses state, local
or foreign tax matters.)

Additional tax information is included in the SAI. (Neither
For purposes of this this Prospectus nor the SAI addresses state, local or
Prospectus, qualified plans foreign tax matters.)
include:
GENERAL TAXATION OF ANNUITIES
- - SECTION 401 PLANS (pension
and profit-sharing plans, Congress has recognized the value of saving for retirement
including plans for the by providing certain tax benefits, in the form of tax
self-employed) deferral, for money put into an annuity. The Internal
Revenue Code (the "Code") governs how this money is
- - SECTION 403(b) PLANS ultimately taxed. There are different rules for Qualified
(tax-deferred annuities) and Non-qualified Contracts and depending on how the money
is distributed, as briefly described below.
- - SECTION 457 PLANS
(deferred compensation You generally will not be taxed on increases in the value of
plans) your Contract until a distribution occurs -- either as a
withdrawal or as an Annuity payment. This concept is known
- - TRADITIONAL INDIVIDUAL as tax deferral. In addition, Security First Life will not
RETIREMENT ACCOUNTS AND be taxed on the investment income and capital gains of the
ANNUITIES ("IRAS") Separate Account.

- - ROTH IRAS NON-QUALIFIED CONTRACTS
Please note that the terms If you are the owner of a Non-qualified Contract, you
of your particular plan, IRA do not receive any tax benefit (deduction or
or Roth IRA may limit your deferral of income) on Purchase Payments (for
rights otherwise available example, there is no deduction available
under the Contract. for Purchase Payments), but you will not be taxed on
increases in the value of your Contract until a distribution
occurs -- either as a withdrawal (that is, a distribution made
prior to Annuitization) or as Annuity payments.

A NON-QUALIFIED CONTRACT is
a Contract that is purchased
on an individual basis with
after-tax dollars and not Any direct or indirect borrowing against the value of the
under one of the programs Contract or pledging of the Contract as security for a loan
listed above in the will be treated as a cash distribution under the tax law. A
description of a Qualified lump sum taken in lieu of remaining Annuity payments will be
Contract. treated as a withdrawal for tax purposes.
If a Non-qualified Contract is owned by someone
other than an individual (for example, by a
corporation), the Contract will generally not be
treated as an annuity for tax purposes. For
these entities, any increases in the value of
the Contract attributable to Purchase Payments
made after February 28, 1986 are includible in
the Owner's annual income.
</TABLE>

33
<PAGE>
<TABLE>
<S> <C>
Earnings are the income WITHDRAWALS
that your Contract
generates. If you make a partial withdrawal, for tax purposes, the
amount withdrawn will generally be treated as first coming
There is income in the from earnings and then from your Purchase Payments. These
Contract to the extent the withdrawn earnings are includible in your gross income and
Contract Value exceeds are taxed at ordinary income rates.
your investment in the
Contract. The investment ANNUITY DISTRIBUTIONS
in the Contract equals the
total Purchase Payments When you receive an Annuity payment, part of each payment is
you paid less any amount considered a return of your Purchase Payments and will not
received previously which be taxed. The remaining portion of the Annuity payment (that
was excludible from gross is, any earnings) is included in your gross income and will
income. be considered ordinary income for tax purposes.
How the Annuity payment is divided between
taxable and non-taxable portions depends upon
the period over which the Annuity payments are
expected to be made. Annuity payments received
after you have received all of your premium
payments are fully includible in income.
EARLY SURRENDER PENALTY
The Code also provides that income distributed
as an Annuity or lump sum withdrawal from a
Non-qualified Contract may be subject to a
penalty. The amount of the penalty is equal to
10% of the amount that is includible in income.
Some withdrawals will be exempt from the
penalty. They include any amounts:
- paid on or after the date you reach age 59
1/2;
- paid to your Beneficiary(ies) after you die;
- paid if you become totally disabled (as that
term is defined in the Code);
- paid in a series of substantially equal
payments made annually (or more frequently)
under a life or joint life expectancy Annuity;
- paid under an immediate Annuity;
- which come from Purchase Payments made prior
to August 14, 1982. (Other exceptions to the
penalty may be available, and if you are not yet
age 59 1/2, you should consult your tax advisor
to determine whether you have met all of the
requirements for any particular exception.) The
penalty also will be imposed if you elect to
receive payments in substantially equal
installments as a life or life expectancy
Annuity prior to age 59 1/2 and then change the
method of distribution before you reach the age
of 59 1/2. You will be assessed the penalty even
after age 59 1/2 if payments have not continued
for five years. If you are issued multiple
annuity contracts within a calendar year by one
company or its affiliates, the tax law may treat
these contracts as one annuity contract for
purposes of determining your tax on any
distribution. This treatment may result in
adverse tax consequences for you.

QUALIFIED CONTRACTS

[SIDE BAR: The dollars in a Qualified Plan are tax deferred. Contracts purchased
for use with a Qualified Plan provide no additional tax deferral.]

The full amount of all distributions received
from a Section 401, 403(b), 457 plan or IRA
(except for a return of non-deductible employee
or IRA contributions) are generally included in
your gross income and are taxed at ordinary
income rates unless the distribution is
transferred in an eligible rollover to the
Contract. In certain cases, distributions
received from a Roth IRA are also included in
gross income.
</TABLE>

<PAGE>

Generally, distributions are included in your income in the year in which they
are paid. However, in the case of a Section 457 plan, a distribution is
includible in the year it is paid or when it is made available, depending upon
whether certain Code requirements are met. In very limited situations, a lump
sum distribution from a Section 401 plan may qualify for special tax treatment,
including special forward income averaging, special long term capital gain
treatment or deferral with respect to net unrealized appreciation.

MANDATORY MINIMUM DISTRIBUTIONS

If you are a participant in a Section 401, 403(b) or 457 plan or a traditional
IRA, you generally must begin receiving withdrawals from your Contract Value or
Annuity payments for life or a period not exceeding the life expectancy of you
or you and a beneficiary by April 1 of the calendar year following the year you
turn 70 1/2 (or, in some cases, the year you retire, if later).

In addition, distributions under Section 401, 403(b) and 457 plans and IRAs must
satisfy the minimum incidental death benefit requirements of the Code, which
impose additional minimum distribution requirements during life. However, if the
distributions described in the preceding paragraph are made to you over your
life expectancy or the joint life expectancy of you and your spouse, the minimum
incidental death benefit requirements are treated as satisfied.

If you are the owner of a Roth IRA, distributions are not required during your
lifetime.

EARLY SURRENDER PENALTY

If you receive a taxable distribution from a Section 401 plan, Section 403(b)
plan or IRA under your Contract before you reach age 59 1/2, this amount may be
subject to a 10% penalty tax in addition to ordinary income tax.

As indicated in the chart below, some distributions prior to age 59 1/2 are
exempt from the penalty. Some of these exceptions include any amounts received:

<TABLE>
<CAPTION>
TYPE OF PLAN
- -----------------------------------------------------------------------------------------------------------
401 403(B) IRA
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
After you die X X X
(paid to your Beneficiary(ies))
- -----------------------------------------------------------------------------------------------------------
After you become totally disabled X X X
(as defined in the Code)
- -----------------------------------------------------------------------------------------------------------
If you separate from service after you reach age 55 X X
- -----------------------------------------------------------------------------------------------------------
In a series of substantially equal payments made X X X
annually (after
(or more frequently) under a life or joint life separation
expectancy Annuity from service)
- -----------------------------------------------------------------------------------------------------------
Pursuant to a domestic relations order X X
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(Other exceptions to the penalty may be available, and if you are not yet age 59
1/2, you should consult your tax advisor to determine whether you have met all
of the requirements for any particular exception.)

The penalty also will be imposed if you elect to receive payments in
substantially equal installments as a life or joint life expectancy Annuity
prior to age 59 1/2 and then change the method of distribution before you reach
the age of 59 1/2. You will be assessed the penalty even after age 59 1/2 if
payments have not continued for five years.

<PAGE>

Distributions before age 59 1/2 generally are not permitted under Section 457
plans. You may not receive distributions until you reach the age 70 1/2 unless
you separate from service or are faced with an unforeseeable emergency.
Distributions from Section 457 plans as not subject to the penalty tax for early
withdrawals.

ROLLOVERS OF PLAN CONVERSIONS

You may roll over distributions (other than certain distributions, such as
required distributions) from one plan or arrangement to another plan or
arrangement without incurring any Federal income tax under some circumstances.
These circumstances are as follows:

- --------------------------------------------------------------------------------------------
DISTRIBUTION FROM: MAY BE ROLLED INTO:
- --------------------------------------------------------------------------------------------
<S> <C>
- Section 401 plan Another Section 401 plan;
or
an IRA
- --------------------------------------------------------------------------------------------
- Section 403(b) plan Another Section 403(b) plan;
or
an IRA
- --------------------------------------------------------------------------------------------
- IRA Another IRA;
a Roth IRA (under certain conditions); or
a Section 401 or 403(b) plan if the IRA contains only
permissible rollover amounts
- --------------------------------------------------------------------------------------------
</TABLE>

DEDUCTIONS FOR PLAN CONTRIBUTIONS

You may deduct your contributions to Section 401 plans and Section 403(b) plans
in the year when made up to the limits specified in the Code. These plans may
also permit non-deductible employee contributions. Any non-deductible employee
contribution that you make will be received tax free as a portion of each
Annuity payment.

WITHHOLDING

MANDATORY 20% WITHHOLDING FOR "ELIGIBLE ROLLOVER DISTRIBUTIONS"

If you are participating in a Section 401 plan or a Section 403(b) plan,
Security First Life is required to withhold 20% of the taxable portion of your
withdrawal that constitutes an "eligible rollover distribution" for Federal
income tax purposes.

Generally, an "eligible rollover distribution" is any taxable amount that you
receive from a Qualified Contract, except for distributions that are:

- paid over your life or the joint life expectancy of you and your
Beneficiary(ies);

- paid over a period of 10 years or more;

- necessary to satisfy the minimum distribution requirements; or

- certain contributions from Section 401 and Section 403(b) plans paid as
hardship distributions.

The requirements discussed below under "Other tax withholding" will apply to any
distribution that is not an eligible rollover distribution.

You may not elect out of the 20% withholding requirement. However, Security
First Life is not required to withhold the money if an eligible rollover
distribution is rolled over into an IRA or other eligible retirement plan, or is
directly transferred in a trustee-to-trustee transfer to either arrangement.

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OTHER TAX WITHHOLDING

Different withholding rules apply to taxable withdrawals such as Annuity
payments and partial withdrawals that are not eligible rollover distributions.

The withholding rules are determined at the time of payment. You may elect out
of these withholding requirements at any time. You may also revoke a
non-withholding election made with respect to Annuity payments at any time and
tax withholding will begin again at that time. Security First Life will notify
you at least annually of your right to revoke or reinstate tax withholding.

TAXPAYER IDENTIFICATION NUMBER ("TIN")

You are required by law to provide Security First Life (as payor) with your
correct TIN. If you are an individual, the TIN is your social security number.

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VOTING RIGHTS
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As the owner of the Separate Account, Security First Life is the legal owner of
the shares of the funding options. Based upon Security First Life's current view
of applicable law, you have voting interests under your Contract concerning Fund
shares and are entitled to vote on Fund proposals at all regular and special
shareholders meetings. Therefore, you are entitled to give us instructions for
the number of shares which are deemed attributable to your Contract.

Security First Life will vote all shares of the underlying Funds as directed by
you and other Contract Owners who have voting interests in the Funds. Security
First Life will send you and other Contract Owners, at a last known address, all
periodic reports, proxy materials and written requests for instructions on how
to vote those shares. When Security First Life receives these instructions, it
will vote all of the shares in proportion to the instructions. If Security First
Life does not receive your voting instructions, it will vote your interest in
the same proportion as represented by the votes it receives from the other
Owners. If Security First Life determines that it is permitted to vote the
shares in its own right due to changes in the law or in the interpretation of
the law it may do so.

Security First Life is under no duty to inquire into voting instructions or into
the authority of the person issuing such instructions. All instructions will be
valid unless Security First Life has actual knowledge that they are not.

When Annuity payments begin, the Annuitant will have all voting rights in regard
to Fund shares.

There are certain circumstances under which Security First Life may disregard
voting instructions. However, in this event, a summary of our action and the
reasons for such action will appear in the next semiannual report.

The number of votes that each person having the right to vote receives is
determined on a record date that is set no more than 90 days before the meeting.
Voting instructions will be requested at least 10 days before the meeting. Only
Owners or Annuitants on the record date may vote.

The number of shares to which you are entitled to vote is calculated by dividing
the portion of your Contract Value allocated to that Fund on the record date by
the net asset value of a Fund share on the same date.

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LEGAL PROCEEDINGS
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There are no present or pending material legal proceedings affecting the
Separate Account. Security First Life, in the ordinary course of its business,
is engaged in litigation of various kinds which in its judgment is not of
material importance in relation to its total assets.

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ADDITIONAL INFORMATION
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You may contact Security First Life at the address and phone number on the cover
of this Prospectus for further information. A copy of the Statement of
Additional Information, dated May 1, 2000, which provides more detailed
information about the contracts, may also be obtained. The table of contents for
the Statement of Additional Information is attached at page 38.

A Registration Statement has been filed with the SEC under the Securities Act of
1933 for the Contracts offered by this Prospectus. This Prospectus does not
contain all of the information in the Registration Statement. Please refer to
this Registration Statement for further information about the Separate Account,
Security First Life and the Contracts. Any statements in this Prospectus about
the contents of the Contracts and other legal instruments are only summaries.
Please see the filed versions of these documents for a complete statement of any
terms.

38
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STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

PAGE
----

The Insurance Company....................................... 3
The Separate Account........................................ 3
Net Investment Factor....................................... 3
Annuity Payments............................................ 3
Additional Federal Income Tax Information................... 5
Obtaining Tax Advice........................................ 6
Underwriters, Distribution of the Contracts................. 6
Calculation of Performance Data............................. 6
Voting Rights............................................... 8
Safekeeping of Securities................................... 8
Servicing Agent............................................. 8
Independent Auditors........................................ 8
Legal Matters............................................... 8
State Regulation of Security First Life..................... 9
Financial Statements........................................ 9