SAFECO RESOURCE VARIABLE ACCOUNT B
485BPOS, 1996-04-29
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<PAGE>   1
                                                     File Nos. 33-06546/811-4716


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           [ ]
                      Pre-Effective Amendment No.                            [ ]
                                                  -----
                      Post-Effective Amendment No. 14                        [X]
                                                   --

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [ ]
                              Amendment No. 20                               [X]
                                            --
                        (Check appropriate box or boxes.)

                       SAFECO RESOURCE VARIABLE ACCOUNT B
                       ----------------------------------
                           (Exact Name of Registrant)

                          SAFECO Life Insurance Company
                          -----------------------------
                               (Name of Depositor)

              15411 N.E. 51st Street, Redmond, Washington              98052
         ---------------------------------------------------        ----------
         (Address of Depositor's Principal Executive Offices)       (Zip Code)

        Depositor's Telephone Number, including Area Code (206) 867-8000
                                                          --------------

                      Name and Address of Agent for Service
                      -------------------------------------
                            WILLIAM E. CRAWFORD, ESQ.
                             15411 N.E. 51st Street
                            Redmond, Washington 98052
                                 (206) 867-8257


<TABLE>
<S>                                                          <C>
    Approximate date of Proposed Public Offering ........... As Soon as Practicable after Effective Date
</TABLE>

It is proposed that this filing will become effective:

          immediately upon filing pursuant to paragraph (b) of Rule 485
      ---
       X  on April 29, 1996 pursuant to paragraph (b) of Rule 485
      ---
          60 days after filing pursuant to paragraph (a)(1) of Rule 485
      ---
          on (date) pursuant to paragraph (a)(1) of Rule 485
      ---

If appropriate, check the following:

          this post-effective amendment designates a new effective date for a 
      --- previously filed post-effective amendment.

Registrant has declared that it has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. Registrant filed a Rule 24f-2 Notice for the
fiscal year ending December 31, 1995 on or about February 29, 1996.
<PAGE>   2
                       SAFECO RESOURCE VARIABLE ACCOUNT B

                       REGISTRATION STATEMENT ON FORM N-4

                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Item No.                                                                              Location
- --------                                                                              --------
<S>         <C>                                                                    <C>
                                     PART A
                                     ------
Item 1.     Cover Page..........................................................   Cover Page
Item 2.     Definitions.........................................................   Definitions
Item 3.     Synopsis or Highlights..............................................   Expense Table; An  
                                                                                   Introduction to the
                                                                                   Contracts
Item 4.     Condensed Financial Information.....................................   Schedule of Ac-
                                                                                   cumulation Unit 
                                                                                   Values & Accumu-
                                                                                   lation Units 
                                                                                   Outstanding; Perfor-
                                                                                   mance Information
Item 5.     General Description of Registrant, Depositor, and
            Portfolio Companies.................................................   SAFECO; The
            ....................................................................   Separate Account;
            ....................................................................   SAFECO Resource
            ....................................................................   Series Trust;
            ....................................................................   Scudder Variable
            ....................................................................   Life Investment
            ....................................................................   Fund
Item 6.     Deductions and Expenses.............................................   Charges and
            ....................................................................   Deductions; Expense
            ....................................................................   Table
Item 7.     General Description of Variable Annuity Contracts...................   Cover Page; Rights
            ....................................................................   under the Contract;
            ....................................................................   Purchasing a
            ....................................................................   Contract
Item 8.     Annuity Period......................................................   Annuity
            ....................................................................   Provisions
Item 9.     Distribution Requirements...........................................   Distribution
                                                                                   Requirements
Item 10.    Purchases and Contract Value........................................   Purchasing a
                                                                                   Contract; Contract
                                                                                   Value
Item 11.    Redemptions.........................................................   Withdrawals
Item 12.    Taxes...............................................................   Taxes
Item 13.    Legal Proceedings...................................................   Legal Proceedings
Item 14.    Table of Contents of the Statement of Additional Information........   Table of Contents
                                                                                   of Statement of
                                                                                   Additional
                                                                                   Information
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
Item No.                                                                            Location
- --------                                                                            --------
<S>         <C>                                                                   <C>
                                     PART B
                                     ------

Item 15.    Cover Page..........................................................  Cover Page
Item 16.    Table of Contents...................................................  Table of Contents
Item 17.    General Information and History.....................................  General Information
Item 18.    Services............................................................  Not Applicable
Item 19.    Purchase of Securities Being Offered................................  Not Applicable
Item 20.    Underwriters........................................................  General Information/
                                                                                  Distributor
Item 21.    Calculation of Performance Data.....................................  Additional
            ....................................................................  Performance
                                                                                  Information
Item 22.    Annuity Payments....................................................  Annuity Provisions
Item 23.    Financial Statements................................................  Financial
            ....................................................................  Statements
</TABLE>

                                     PART C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
<PAGE>   4
                                     PART A

                                   PROSPECTUS
<PAGE>   5
 
APRIL 29, 1996                                     SAFECO LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                    GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED
                           VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                       SAFECO RESOURCE VARIABLE ACCOUNT B
                                      AND
                         SAFECO LIFE INSURANCE COMPANY
 
Home Office:                                           Annuity Service Office: 
Retirement Services Department                        Retirement Services Dept.
15411 N.E. 51st Street,                                          P.O. Box 3882,
Redmond, Washington 98052                               Seattle, WA 98124-3882 
                                 1-800-426-7649
 
The Group Flexible Purchase Payment Deferred Variable Annuity Contracts (the
Contracts) described in this Prospectus provide for accumulation of Contract
Values and payment of monthly annuity payments on a variable basis. The
Contracts are designed for use in conjunction with retirement plans which
receive favorable tax treatment under Sections 401(k), 403(b) or 457 of the
Internal Revenue Code of 1986, as amended (Code) (see "Definitions").
 
Purchase Payments for the Contracts will be allocated to a segregated investment
account of SAFECO Life Insurance Company (SAFECO) which has been designated
SAFECO Resource Variable Account B (the Separate Account). The Separate Account
invests in shares of SAFECO Resource Series Trust (see SAFECO Resource Series
Trust) and in shares of Scudder Variable Life Investment Fund (see Scudder
Variable Life Investment Fund). SAFECO Resource Series Trust currently consists
of the SAFECO Resource Equity, Growth, Northwest, Bond and Money Market
Portfolios. Scudder Variable Life Investment Fund consists of five Portfolios,
two of which are offered hereunder: the Scudder Balanced Portfolio and the
Scudder International Portfolio.
 
THE SAFECO RESOURCE GROWTH AND NORTHWEST SUB-ACCOUNTS ARE AVAILABLE TO ALL
PARTICIPANTS IN TAX SHELTERED ANNUITIES ESTABLISHED UNDER SECTION 403(B) OF THE
CODE AND DEFERRED COMPENSATION PLANS ESTABLISHED UNDER SECTION 457 OF THE CODE.
THE SAFECO RESOURCE GROWTH AND NORTHWEST SUB-ACCOUNTS ARE AVAILABLE TO
PARTICIPANTS IN CASH OR DEFERRED SAVINGS PLANS ESTABLISHED UNDER SECTION 401(K)
OF THE CODE, ONLY IF THE RESOURCE VARIABLE ACCOUNT B CONTRACT WAS PURCHASED ON
OR AFTER JANUARY 7, 1993. PARTICIPANTS IN 401(K) CASH OR DEFERRED SAVINGS PLANS
FOR WHICH THE EMPLOYER PURCHASED THE RESOURCE VARIABLE ACCOUNT B CONTRACT BEFORE
JANUARY 7, 1993 WERE ABLE TO MAKE PURCHASE PAYMENTS TO THE SAFECO RESOURCE
GROWTH AND NORTHWEST SUB-ACCOUNTS BEGINNING ON AND AFTER OCTOBER 1, 1993. THE
SCUDDER BALANCED AND INTERNATIONAL SUB-ACCOUNTS ARE AVAILABLE ONLY TO
PARTICIPANTS IN TAX SHELTERED ANNUITIES ESTABLISHED UNDER SECTION 403(B) OF THE
CODE.
 
This Prospectus concisely sets forth the information a prospective investor
should know before investing. Additional information about the Contracts is
contained in the Statement of Additional Information which is available at no
charge. Some of the discussions contained in this Prospectus will refer to the
more detailed description contained in the Statement of Additional Information
which is incorporated by reference in this Prospectus. For the Statement of
Additional Information, call l-800-426-7649 or write to the Annuity Service
Office address above.
 
THE CONTRACTS PROVIDE THAT A CONTINGENT DEFERRED SALES CHARGE WILL BE ASSESSED
AGAINST A WITHDRAWAL IF A PARTICIPANT WITHDRAWS ALL OR A PORTION OF THE
PARTICIPANT'S ACCUMULATION ACCOUNT VALUE WITHIN THE FIRST EIGHT CERTIFICATE
YEARS. WHILE THE CONTINGENT DEFERRED SALES CHARGE ASSESSES A PERCENTAGE OF THE
CURRENT VALUE OF A PARTICIPANT'S ACCUMULATION ACCOUNT ACCORDING TO THE STATED
SCHEDULE, THE TOTAL CONTINGENT DEFERRED SALES CHARGE COLLECTED BY SAFECO WILL
NOT EXCEED 8.5% OF THE PURCHASE PAYMENTS MADE BY A PARTICIPANT. SEE "CHARGES AND
DEDUCTIONS" FOR MORE INFORMATION.
 
A 10% PENALTY TAX MAY BE IMPOSED BY THE INTERNAL REVENUE SERVICE FOR PREMATURE
DISTRIBUTIONS. SEE "WITHDRAWAL" FOR MORE INFORMATION.
- --------------------------------------------------------------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
 
                                       -1-
<PAGE>   6
 
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
 
This Prospectus and the Statement of Additional Information are dated April 29,
1996.
 
INQUIRIES: Any inquiries should be made by telephone to the Annuity Service
Office, 1-800-426-7649 or to the representative from whom this Prospectus was
obtained.
 


                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                        Page
<S>                                                                                     <C>
DEFINITIONS...........................................................................    4

AN INTRODUCTION TO THE CONTRACTS......................................................    6

EXPENSE TABLE.........................................................................    7

SCHEDULE OF ACCUMULATION UNIT VALUES AND ACCUMULATION UNITS OUTSTANDING...............   11

FINANCIAL STATEMENTS..................................................................   12

PERFORMANCE INFORMATION...............................................................   12
     All Sub-Accounts (Other than SAFECO Resource Money Market Sub-Account)...........   12
     SAFECO Resource Money Market Sub-Account.........................................   12
     Rankings.........................................................................   13

SAFECO................................................................................   13

THE SEPARATE ACCOUNT..................................................................   13
     SAFECO Resource Equity Sub-Account...............................................   14
     SAFECO Resource Growth Sub-Account...............................................   14
     SAFECO Resource Northwest Sub-Account............................................   14
     SAFECO Resource Bond Sub-Account.................................................   14
     SAFECO Resource Money Market Sub-Account.........................................   15
     Scudder Balanced Sub-Account.....................................................   15
     Scudder International Sub-Account................................................   15

SAFECO RESOURCE SERIES TRUST..........................................................   15

SCUDDER VARIABLE LIFE INVESTMENT FUND.................................................   16

VOTING RIGHTS.........................................................................   16

SUBSTITUTION OF SECURITIES............................................................   16

PURCHASING A CONTRACT.................................................................   17
     Application......................................................................   17
     Minimum Purchase Payments........................................................   17
     Transfers........................................................................   17
     Employee Terminated..............................................................   18
     Allocation of Net Purchase Payments..............................................   18
     Principal Underwriter............................................................   18
</TABLE>
 
                                       -2-
<PAGE>   7
 
<TABLE>
<CAPTION>
                                                                                        Page
<S>                                                                                     <C>
CHARGES AND DEDUCTIONS................................................................   18
     Deduction for Premium and Other Taxes............................................   18
     Deduction for Mortality and Expense Risk Premium.................................   19
     Deduction for Contingent Deferred Sales Charge...................................   19
     Examples.........................................................................   20
     Reduction or Elimination of the Contingent Deferred Sales Charge.................   20
     Other Expenses...................................................................   21
     Deduction for Administration Charge..............................................   21
     Deduction for Transfer Charge....................................................   21

RIGHTS UNDER THE CONTRACT.............................................................   22

CONTRACT VALUE........................................................................   22

ANNUITY PROVISIONS....................................................................   22
     Selection of Settlement Options..................................................   22
     Commencement of Annuity Payments.................................................   22
     Settlement Options...............................................................   23
     Frequency and Amount of Annuity Payments.........................................   24
     Failure to Select Settlement Option..............................................   24

DISTRIBUTION REQUIREMENTS.............................................................   24
     Death Benefit Guarantee..........................................................   25

TAXES.................................................................................   25
     Note.............................................................................   25
     General..........................................................................   25
     Qualified Plans..................................................................   26
     Multiple Contracts...............................................................   27
     Income Tax Withholding...........................................................   27

WITHDRAWALS...........................................................................   27
     Tax Treatment of Withdrawals.....................................................   27
     Tax Sheltered Annuity Withdrawal Limitations.....................................   28
     Withdrawal Amount................................................................   28
     Texas Optional Retirement Program................................................   28

LEGAL PROCEEDINGS.....................................................................   29

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..........................   29
</TABLE>
 
                                       -3-
<PAGE>   8
 
                                  DEFINITIONS
 
ACCUMULATION UNIT - An accounting unit of measure used to calculate Contract
     Values prior to the Annuity Date.
 
ADMINISTRATION CHARGE - The amount paid to compensate SAFECO for its expense in
     administering the Contract.
 
ANNUITY DATE - The date on which annuity payments are to commence for the
     Participant as specified in the Participant's Certificate.
 
ANNUITY PURCHASE AGREEMENT - An agreement between a Participant and Employer
     under the terms of which Employer is authorized and agrees to make certain
     Purchase Payments on a Participant's behalf to be applied toward the
     purchase of an annuity contract for such Participant. Such agreement shall
     provide for the purchase of annuity contracts which qualify for tax
     deferral under Sections 401(k), 403(b) or 457 of the Internal Revenue Code.
 
ANNUITY UNIT - An accounting unit of measure used to calculate annuity payments
     after the Annuity Date.
 
APPLICATION FOR PARTICIPATION - The document by which an Employee applies to
     participate under the Contract.
 
BENEFICIARY - The person(s) entitled to receive benefits under the Contract upon
     the death of a Participant.
 
CERTIFICATE - The Allocated Group Variable Annuity Certificate issued to each
     Participant which includes all provisions of the Contract and which
     evidences a Participant's interest in the Contract.
 
CERTIFICATE ANNIVERSARY - The same day and month of the Effective Date of each
     Certificate in subsequent years.
 
CERTIFICATE EFFECTIVE DATE - The earlier of the date the initial Purchase
     Payment is invested for a specific Participant, or the Participant's
     Certificate Year under SAFECO's Qualified Pension Annuity Series III, III
     Plus or IV. The earlier date may only be used with the first purchase of a
     Certificate. For all subsequent purchases of a Certificate by the
     Participant, the Certificate Effective Date shall be the same as the
     Certificate Issue Date for that Certificate.
 
CERTIFICATE ISSUE DATE - The date on which the initial Purchase Payment is
     invested for a specific Participant and the Certificate is issued to the
     Participant pursuant to the Contract.
 
CERTIFICATE YEAR - The twelve-month period which commences on the Effective Date
     of each Certificate and, thereafter, from each Certificate Anniversary.
 
CONTRACT ISSUE DATE - The date the Contract is issued and stated as such on the
     Contract Data page.
 
CONTRACT VALUE - The sum of the values of all Accumulation Units attributable to
     the Contract.
 
EMPLOYEE - Any person presently or in the future employed by Employer.
 
NET INVESTMENT FACTOR - A factor used in the calculation of the Accumulation
     Unit Value and the Annuity Unit Value.
 
NET PURCHASE PAYMENTS - Purchase Payments less premium taxes and applicable
     Administration Charges.
 
PARTICIPANT - Any Employee of Employer who has executed an Application for
     Participation which has been accepted by SAFECO.
 
PARTICIPANT'S ACCUMULATION ACCOUNT - The account established on behalf of each
     Participant which reflects the Participant's interest in the Contract.
 
PORTFOLIO - A segment of the SAFECO Resource Series Trust or the Scudder
     Variable Life Investment Fund which constitutes a separate and distinct
     class of shares.
 
                                       -4-
<PAGE>   9
 
PURCHASE PAYMENTS - Payments made to purchase Accumulation Units for a
     Participant's Accumulation Account.
 
QUALIFIED PLAN - For purposes herein, a retirement plan which receives favorable
     tax treatment under Sections 401(k), 403(b) or 457 of the Internal Revenue
     Code.
 
SAFECO - SAFECO Life Insurance Company.
 
SAFECO RESOURCE SERIES TRUST - One of the funding vehicles for the Separate
     Account.
 
SCUDDER VARIABLE LIFE INVESTMENT FUND - One of the funding vehicles for the
     Separate Account.
 
SEPARATE ACCOUNT - The separate investment account of SAFECO designated as
     SAFECO Resource Variable Account B.
 
VALUATION DATE - Each day that the New York Stock Exchange is open for business,
     which is Monday through Friday, except for New Year's Day, President's Day,
     Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
     and Christmas Day.
 
VALUATION PERIOD - The period commencing at 4:00 P.M. New York time, 1:00 P.M.
     West Coast time, on each Valuation Date and ending at 4:00 P.M. New York
     time on the next succeeding Valuation Date.
 
WITHDRAWAL - Any deduction of Accumulation Units from a Participant's
     Accumulation Account.
 
                                       -5-
<PAGE>   10
 
                        AN INTRODUCTION TO THE CONTRACTS
 
The Contracts described in this Prospectus provide for accumulation of Contract
Values and payment of monthly annuity payments on a variable basis. The
Contracts are designed for use with retirement plans which receive favorable tax
treatment under Sections 401(k), 403(b) or 457 of the Code.
 
Purchase Payments for the Contracts are allocated to a segregated investment
account of SAFECO Life Insurance Company (the Separate Account). The assets of
the Separate Account are the property of SAFECO and obligations arising under
the Contracts are SAFECO's general corporate obligations.
 
The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one Portfolio of the SAFECO Resource Series Trust (the
Trust) or the Scudder Variable Life Investment Fund (the Fund). The Trust and
the Fund are open-end, diversified, management investment companies. There are
currently five Portfolios available to the Separate Account under the Trust: the
SAFECO Resource Equity, Growth, Northwest, Bond and Money Market Portfolios.
There are currently two Portfolios available to the Separate Account under the
Fund: the Scudder Balanced Portfolio and the Scudder International Portfolio.
The availability of a Portfolio as an investment to a Participant is dependent
on the terms of the Qualified Plan in which he or she participates. Each
Portfolio of the Trust and each Portfolio of the Fund have different investment
objectives. For more information on the Trust and the Fund and their respective
Portfolios, please see "SAFECO Resource Series Trust" and "Scudder Variable Life
Investment Fund" and the Prospectuses for the Trust and the Fund which accompany
and should be read with this Prospectus.
 
Subject to the terms of the Qualified Plan involved, the SAFECO Resource Growth
and Northwest Sub-Accounts are available to all Participants in Tax Sheltered
Annuities established under Section 403(b) of the Code and Deferred Compensation
Plans established under Section 457 of the Code. The SAFECO Resource Growth and
Northwest Sub-Accounts are available to Participants in Cash or Deferred Savings
Plans established under Section 401(k) of the Code, only if the Resource
Variable Account B Contract was purchased on or after January 7, 1993.
Participants in 401(k) Cash or Deferred Savings Plans for which the Employer
purchased the Resource Variable Account B Contract before January 7, 1993 were
able to make purchase payments to the SAFECO Resource Growth and Northwest
Sub-Accounts beginning on and after October 1, 1993. The Scudder Balanced and
International Sub-Accounts are available only to Participants in Tax Sheltered
Annuities established under Section 403(b) of the Code.
 
To acquire a Contract, an Employer enters into an Annuity Purchase Agreement.
Under the Agreement, the Employer agrees to make certain Purchase Payments on a
Participant's behalf. The minimum Purchase Payment is $30 per Participant per
any Sub-Account. An Employee can become a Participant under the Contract by
completing an Application for Participation. SAFECO will issue a Certificate to
each Participant eligible under the Contract and for each Participant's
Accumulation Account established under the Contract. The Accumulation Account
reflects each Participant's interest in the Contract Value. For more
information, see "Purchasing a Contract."
 
The Contract Value is the sum of the value of all Accumulation Units
attributable to the Contract. The value of an Accumulation Unit will vary from
Valuation Period to Valuation Period which begins at 1:00 P.M. West Coast time
(4:00 P.M. New York time) on each day the New York Stock Exchange is open for
trading. See "Contract Value" for more information.
 
Various charges and deductions are made from Purchase Payments, Participant's
Accumulation Accounts and the Separate Account. These include premium or other
taxes, a Mortality and Expense Risk Premium, an Administration Charge and
Transfer Charges. Upon full or partial withdrawal of a Participant's
Accumulation Account, a Contingent Deferred Sales Charge for those Purchase
Payments received in the first 8 Certificate Years, which exceed 10% of the
value of the Accumulation Units in a Participant's Account, may also be assessed
as a percentage of withdrawal. See "Charges and Deductions" for more
information. In addition, there are deductions from and expenses paid out of the
assets of the Trust and the Fund. See the accompanying Trust and Fund
Prospectuses.
 
                                       -6-
<PAGE>   11
 
Annuity Payments begin on a specified Annuity Date according to a selected
Settlement Option. Minimum distributions are required once a Participant attains
a certain age. For a discussion of Annuity Dates, Settlement Options and
Distributions, see "Annuity Provisions" and "Distribution Requirements."
 
Withdrawals are subject to the Qualified Plan under which the Contract is issued
and the Code. The Code imposes a 10% penalty tax on the taxable portion of any
distribution from Qualified Plans, including both 401(a) and 403(b) plans, with
certain exceptions. See "Withdrawal" for more comprehensive information.
 
Effective January 1, 1989, the Tax Reform Act of 1986 limits the withdrawal of
amounts attributable to contributions made pursuant to a salary reduction
agreement (as defined in Section 403(b)(11) of the Code) to circumstances where
the Participant attains age 59 1/2, separates from service, dies, becomes
disabled (within the meaning of Section 72(m)(7) of the Code), or in the case of
hardship. However, withdrawals for hardship are restricted to the portion of the
Participant's Accumulation Account Value which represents contributions made by
the Participant and does not include any income attributable to those
contributions. See "Tax Sheltered Annuity Withdrawal Limitations" in this
Prospectus for more information.
 
Generally, Participants are not taxed on increases in the value of the
Participant's Accumulation Account until distribution occurs. However, taxation
of Participants will vary with the type of and terms and conditions of each
Qualified Plan under which the Contracts are offered. For a discussion of the
tax treatment of annuities, see "Taxes."
 
                                 EXPENSE TABLE
 
                       SAFECO RESOURCE VARIABLE ACCOUNT B
 
The non-SAFECO Fund information in this Expense Table set forth below with
respect to the Portfolios was provided to the Separate Account by the Portfolios
and such information was not independently verified by the Separate Account.
 
PARTICIPANT'S TRANSACTION EXPENSES:
 
Contingent Deferred Sales Charge (as a percentage of withdrawal)*: This charge
applies to Withdrawals in any Certificate Year which exceed 10% of the value of
the Accumulation Units in a Participant's Account:
 
<TABLE>
<S>                                <C>
Certificate Year 1                 9% of withdrawal
Certificate Year 2                 9% of withdrawal
Certificate Year 3                 8% of withdrawal
Certificate Year 4                 7% of withdrawal
Certificate Year 5                 6% of withdrawal
Certificate Year 6                 5% of withdrawal
Certificate Year 7                 4% of withdrawal
Certificate Year 8                 2% of withdrawal
Certificate Year 9 and after       0%
</TABLE>
 
*While the Contingent Deferred Sales Charge assesses a percentage of the current
value of a Participant's Accumulation Account according to the stated schedule,
total Contingent Deferred Sales Charges collected by SAFECO will not exceed 8.5%
of the Purchase Payments made by a Participant.
 
<TABLE>
<S>                                                          <C>
TRANSFER (EXCHANGE) CHARGE:                                  $10 per transfer
</TABLE>
 
     (first four transfers per calendar year and pre-established monthly
     automatic transfers from one Sub-Account to another are free)
 
                                       -7-
<PAGE>   12
 
<TABLE>
<S>                                                                        <C>
ANNUAL ADMINISTRATION CHARGE                                               $30 per Participant*

SEPARATE ACCOUNT ANNUAL EXPENSES:
(as a percentage of average account value)
     Mortality and Expense Risk Premium                                    1.25%
                                                                           -----
     Total Separate Account Annual Expenses                                1.25%
                                                                           -----
SAFECO RESOURCE SERIES TRUST ANNUAL EXPENSES:
(as a percentage of average net assets)
Management Fees
     SAFECO Resource Equity Portfolio                                      .72%
     SAFECO Resource Growth Portfolio                                      .72%
     SAFECO Resource Northwest Portfolio                                   .71%
     SAFECO Resource Bond Portfolio                                        .72%
     SAFECO Resource Money Market Portfolio                                .62%
Other Expenses
     SAFECO Resource Equity Portfolio                                      .03%
     SAFECO Resource Growth Portfolio**                                    .07%
     SAFECO Resource Northwest Portfolio**                                 .00%
     SAFECO Resource Bond Portfolio**                                      .00%
     SAFECO Resource Money Market Portfolio**                              .00%
Total Trust Annual Expenses (After Reimbursement)
     SAFECO Resource Equity Portfolio                                      .75%
     SAFECO Resource Growth Portfolio                                      .79%
     SAFECO Resource Northwest Portfolio                                   .71%
     SAFECO Resource Bond Portfolio                                        .72%
     SAFECO Resource Money Market Portfolio                                .62%
SCUDDER VARIABLE LIFE INVESTMENT FUND ANNUAL EXPENSES:
(as a percentage of average net assets)
Management Fees
     Scudder Balanced Portfolio                                            .475%
     Scudder International Portfolio                                       .875%
Other Expenses***
     Scudder Balanced Portfolio                                            .175%
     Scudder International Portfolio                                       .205%
Total Fund Annual Expenses***(After Reimbursement, if applicable)
     Scudder Balanced Portfolio                                             .65%
     Scudder International Portfolio                                       1.08%
</TABLE>
 
  * For purposes of the Examples, the annual Administration Charge is calculated
    as a ratio of total Administration Charges collected during the year to the
    total average net assets of all Sub-Accounts. The annual Administration
    Charge percentage will change each year because of changes in total
    Administration Charges collected during the year and the total average net
    assets of all Sub-Accounts. This will result in variations in the Expense
    Table each year.
 
 ** SAFECO pays all Other Expenses of each Portfolio until a Portfolio's assets
    reach $20 million. Once a Portfolio's assets exceed $20 million, the Other
    Expenses of the Portfolio will be paid by such Portfolio.
 
    The Growth Portfolio began paying Other Expenses in August 1995. During the
    year ended December 31, 1995, SAFECO paid for or reimbursed a portion of the
    Other Expenses of the Growth Portfolio
 
                                       -8-
<PAGE>   13
 
    and all of the Other Expenses of the Northwest, Bond and Money Market
    Portfolios. Expenses before such reimbursement as a percentage of net assets
    were as follows:
 
<TABLE>
<S>                                                                       <C>
     SAFECO Resource Growth Portfolio                                      .84%
     SAFECO Resource Northwest Portfolio                                  1.18%
     SAFECO Resource Bond Portfolio                                        .94%
     SAFECO Resource Money Market Portfolio                                .87%
</TABLE>
 
*** For a period of five years from the date of execution of a Participation
    Agreement with the Fund, and from year to year thereafter if agreed to by
    the Participating Insurance Company and the Fund, each Participating
    Insurance Company (including SAFECO) has agreed to reimburse the Fund to the
    extent that annual operating expenses of the Scudder Balanced Portfolio of
    the Fund exceed 0.75% of such Portfolio's average annual net assets and to
    the extent that the annual operating expenses of the Scudder International
    Portfolio of the Fund exceed 1.50% of such Portfolio's average annual net
    assets. Under these arrangements, no reimbursement of expenses of either of
    these Portfolios was required of SAFECO for the year ended December 31,
    1995.
 
<TABLE>
<CAPTION>
     EXAMPLES FOR SAFECO RESOURCE EQUITY SUB-ACCOUNT       Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   107       150       186        266
  Assuming annuitization at end of period................    24        73       124        266
  Assuming no withdrawal.................................    24        73       124        266
</TABLE>
 
<TABLE>
<CAPTION>
     EXAMPLES FOR SAFECO RESOURCE GROWTH SUB-ACCOUNT       Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   107       152       188        270
  Assuming annuitization at end of period................    24        74       126        270
  Assuming no withdrawal.................................    24        74       126        270
</TABLE>
 
<TABLE>
<CAPTION>
  EXAMPLES FOR SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT    Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   106       147       180        253
  Assuming annuitization at end of period................    22        69       118        253
  Assuming no withdrawal.................................    22        69       118        253
</TABLE>
 
<TABLE>
<CAPTION>
        EXAMPLES FOR SCUDDER BALANCED SUB-ACCOUNT          Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   106       148       181        256
  Assuming annuitization at end of period................    23        69       119        256
  Assuming no withdrawal.................................    23        69       119        256
</TABLE>
 
<TABLE>
<CAPTION>
     EXAMPLES FOR SCUDDER INTERNATIONAL SUB-ACCOUNT        Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   110       160       201        299
  Assuming annuitization at end of period................    27        82       141        299
  Assuming no withdrawal.................................    27        82       141        299
</TABLE>
 
                                       -9-
<PAGE>   14
 
<TABLE>
<CAPTION>
      EXAMPLES FOR SAFECO RESOURCE BOND SUB-ACCOUNT        Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   106       150       184        263
  Assuming annuitization at end of period................    23        72       123        263
  Assuming no withdrawal.................................    23        72       123        263
</TABLE>
 
<TABLE>
<CAPTION>
   EXAMPLES FOR SAFECO RESOURCE NORTHWEST SUB-ACCOUNT      Year 1    Year 3    Year 5    Year 10
- ---------------------------------------------------------  ------    ------    ------    -------
<S>                                                        <C>       <C>       <C>       <C>
Assuming a 5% return on assets, you would pay the
  following expenses on a $1,000 investment:
  Assuming withdrawal at end of period...................   106       149       184        262
  Assuming annuitization at end of period................    23        71       122        262
  Assuming no withdrawal.................................    23        71       122        262
</TABLE>
 
The information in the "Examples" is provided to assist the Participant in
understanding the various costs and expenses charged to a Participant's
Accumulation Account either directly or indirectly and reflects expenses of
SAFECO Resource Variable Account B, SAFECO Resource Series Trust and Scudder
Variable Life Investment Fund. The Examples do not reflect premium taxes which
may be applicable. Contingent Deferred Sales Charges may be waived in certain
circumstances. For additional information, see "Charges and Deductions" in this
Prospectus for SAFECO Resource Variable Account B, "Management of the Trust" in
the Prospectus for SAFECO Resource Series Trust and "Investment Adviser" in the
Prospectus for Scudder Variable Life Investment Fund.
 
THE INFORMATION ABOVE IS NOT INTENDED TO BE REPRESENTATIVE OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
                                      -10-
<PAGE>   15
 
    SCHEDULE OF ACCUMULATION UNIT VALUES AND ACCUMULATION UNITS OUTSTANDING
                       SAFECO RESOURCE VARIABLE ACCOUNT B
 
The following selected financial data are derived from the financial statements
of SAFECO Resource Variable Account B, which have been audited by Ernst & Young
LLP, independent auditors. The data should be read in conjunction with the
financial statements, related notes, and other financial information
incorporated by reference herein.
 
<TABLE>
<CAPTION>
                         1995        1994        1993       1992      1991      1990      1989      1988      1987
                       ---------   ---------   ---------   -------   -------   -------   -------   -------   -------
<S>                    <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>       <C>
SAFECO RESOURCE EQUITY SUB-ACCOUNT
July 21 value
(initial public offering)                                                                                    $12.101
December 31 value      $  32.321   $  25.424   $  23.630   $18.704   $17.520   $13.987   $14.937   $11.901   $ 9.588
December 31 units      2,773,699   2,125,903   1,402,021   920,315   611,236   362,309   266,682   223,680   205,352

SAFECO RESOURCE BOND SUB-ACCOUNT
July 21 value
(initial public offering)                                                                                    $10.126
December 31 value      $  18.117   $  15.559   $  16.253   $14.882   $14.107   $12.532   $11.909   $10.835   $10.250
December 31 units        481,273     479,731     446,935   310,293   255,098   219,928   211,685   200,405   200,017

SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT
July 21 value
(initial public offering)                                                                                    $10.083
December 31 value      $  14.417   $  13.837   $  13.516   $13.335   $13.074   $12.527   $11.754   $10.923   $10.318
December 31 units        308,155     341,722     273,511   307,262   231,643   224,216   210,094   209,593   203,233

SAFECO RESOURCE GROWTH SUB-ACCOUNT
January 7 value
(initial public offering)                      $  10.000
December 31 value      $  20.756   $  14.897   $  13.480
December 31 units        918,525     421,837      56,074

SAFECO RESOURCE NORTHWEST SUB-ACCOUNT
January 7 value
(initial public offering)                      $  10.000
December 31 value      $  10.777   $  10.156   $   9.923
December 31 units        174,958     108,875      37,710

SCUDDER BALANCED SUB-ACCOUNT
August 3 value
  (initial public offering)                    $   9.886
December 31 value      $  12.596   $  10.066   $  10.346
December 31 units        260,651     122,456      10,168

SCUDDER INTERNATIONAL SUB-ACCOUNT
August 3 value
(initial public offering)                      $   9.335
December 31 value      $  11.540   $  10.519   $  10.743
December 31 units        720,181     466,212      68,405
</TABLE>
 
                                      -11-
<PAGE>   16
 
                              FINANCIAL STATEMENTS
 
The financial statements for the Separate Account and SAFECO Life Insurance
Company are contained in the Statement of Additional Information which is
available at no charge by calling 1-800-426-7649 or writing to the Annuity
Service Office address on the cover.
 
                            PERFORMANCE INFORMATION
 
In advertisements, the "yield," "effective yield," "total return" and "average
annual total return" of the Sub-Accounts may be quoted.
 
ALL SUB-ACCOUNTS (OTHER THAN SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT)
 
"Yield" is the annualization on a 360-day basis of net income per unit over a
30-day period divided by the accumulation unit value on the last day of the
period. Yield figures are calculated by determining the income generated by an
investment in the Sub-Account over a 30-day period. The income is then
annualized by assuming that the income generated during the 30-day period
continues to be generated each month for a 12-month period and is shown as a
percentage of the investment. Yield figures will reflect deduction of the
Administration Charge which is assessed on every Participant's Accumulation
Account on an annual basis, but will not include any applicable Contingent
Deferred Sales Charge.
 
"Total return" is the total percentage change in the unit value of an investment
over a stated period of time. "Average annual total return" is the annual
percentage change in the unit value of an investment over a stated period of
time. Both total return and average annual total return assume the reinvestment
of dividend and capital gains distributions.
 
Standardized total return figures which appear in advertisements or sales
literature will be calculated for required time periods based on a set initial
investment amount and include the annual Administration Charge and the
Contingent Deferred Sales Charge. From time to time, non-standardized total
return figures may accompany the standardized figures. Nonstandardized total
return figures may be calculated in a variety of ways including but not
necessarily limited to different time periods, different initial investment
amounts, additions of periodic payments, use of time weighted average annual
returns which take into consideration the length of time each investment has
been on deposit, and without the Administration Charge and/or with or without
the Contingent Deferred Sales Charge. Non-standardized figures may cause the
performance of the Sub-Accounts to appear higher than performance calculated
using standard parameters.
 
SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT
 
"Yield" is the annualization on a 365-day basis of the SAFECO Resource Money
Market Sub-Account's net income over a 7-day period. Yield figures are
calculated by determining the income generated by an investment in the
Sub-Account over a 7-day period. The income is then annualized by assuming that
the income generated during the 7-day period continues to be generated each week
for a 52-week period and is shown as a percentage of the investment.
 
"Effective yield" is the annualization, on a 365-day basis, of the Sub-Account's
net income over a 7-day period with dividends reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.
 
As explained above, yield figures will reflect deduction of the annual
Administration Charge which is assessed to all Participants' Accumulation
Accounts, but will not include any applicable Contingent Deferred Sales Charge.
 
For the SAFECO Resource Money Market Portfolio, total return and average annual
total return are non-standardized performance figures which may accompany the
standardized yield and effective yield. "Total return" is the total percentage
change in the unit value of an investment over a stated period of time and
"average annual total return" is the annual percentage change in the unit value
of an investment over a stated
 
                                      -12-
<PAGE>   17
 
period of time. Non-standardized total return and average annual total return
figures for the SAFECO Resource Money Market Portfolio may be calculated in a
variety of ways, as described above.
 
RANKINGS
 
In addition to these performance figures, the Sub-Accounts may advertise
rankings as provided by the Lipper Variable Insurance Products Performance
Analysis Service published by Lipper Analytical Services, Inc. which monitors
separate account performance for variable annuity products such as the
Contracts, the VARDS Report which is a monthly variable annuity industry
analysis compiled by Variable Annuity Research & Data Service of Roswell,
Georgia and published by Financial Planning Resources, Inc. or the Variable
Annuity Performance Report published by Morningstar, Inc. which is also a
monthly analysis of variable annuity performance. Rankings provided by these
sources may or may not include all applicable charges.
 
Performance figures and quoted rankings are indicative only of past performance
and are not intended to represent future investment results.
 
For additional information concerning the calculation of "yield," "effective
yield," "total return" and "average annual total return," see the "Additional
Performance Information" section of the Statement of Additional Information.
 
                                     SAFECO
 
SAFECO Life Insurance Company (SAFECO) is a stock life insurance company which
was organized under the laws of the state of Washington on January 23, 1957.
SAFECO writes individual and group life, accident and health insurance and
annuities. SAFECO is licensed to do business in the District of Columbia and all
states except New York. SAFECO is a wholly-owned subsidiary of SAFECO
Corporation which is a holding company whose subsidiaries are engaged primarily
in insurance and financial service businesses. The home office of SAFECO is
located at 15411 N.E. 51st Street, Redmond, Washington 98052.
 
                              THE SEPARATE ACCOUNT
 
The Board of Directors of SAFECO adopted a resolution to establish a segregated
asset account pursuant to Washington insurance law on February 6, 1986. This
segregated asset account has been designated SAFECO Resource Variable Account B
(Separate Account). SAFECO has caused the Separate Account to be registered with
the Securities and Exchange Commission as a unit investment trust pursuant to
the provisions of the Investment Company Act of 1940. The Separate Account meets
the definition of a "separate account" under the federal securities laws.
 
The assets of the Separate Account are the property of SAFECO. However, the
assets of the Separate Account, equal to the reserves and other contract
liabilities with respect to the Separate Account, are not chargeable with
liabilities arising out of any other business SAFECO may conduct. Income, gains
and losses, whether or not realized, are in accordance with the Contracts
credited to or charged against the Separate Account without regard to other
income, gains or losses of SAFECO. SAFECO's obligations arising under the
Contracts are general corporate obligations.
 
The Separate Account is divided into Sub-Accounts, with the assets of each
Sub-Account invested in one or more Portfolio(s) of SAFECO Resource Series Trust
or Scudder Variable Life Investment Fund. Currently there are five Portfolios
available under the Trust: the SAFECO Resource Equity Portfolio, SAFECO Resource
Growth Portfolio, SAFECO Resource Northwest Portfolio, SAFECO Resource Bond
Portfolio and SAFECO Resource Money Market Portfolio. Currently there are two
Portfolios available under the Fund: the Scudder Balanced Portfolio and Scudder
International Portfolio. The availability of a Portfolio as an investment to a
Participant is dependent on the terms of the Qualified Plan in which he or she
participates.
 
Subject to the terms of the Qualified Plan involved, the SAFECO Resource Growth
and Northwest Sub-Accounts are available to all Participants in Tax Sheltered
Annuities established under Section 403(b) of the Code and Deferred Compensation
Plans established under Section 457 of the Code. The SAFECO Resource
 
                                      -13-
<PAGE>   18
 
Growth and Northwest Sub-Accounts are available to Participants in Cash or
Deferred Savings Plans established under Section 401(k) of the Code, only if the
Resource Variable Account B Contract was purchased on or after January 7, 1993.
Participants in 401(k) Cash or Deferred Savings Plans for which the Employer
purchased the Resource Variable Account B Contract before January 7, 1993 will
be able to make Purchase Payments to the SAFECO Resource Growth and Northwest
Sub-Accounts beginning on or about October 1, 1993. The Scudder Balanced and
International Sub-Accounts are available only to Participants in Tax Sheltered
Annuities established under Section 403(b) of the Code.
 
SAFECO RESOURCE EQUITY SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Equity Sub-Account is to seek
long-term growth of capital and reasonable current income.
 
The SAFECO Resource Equity Sub-Account invests in the Trust's Equity Portfolio.
To pursue its investment objective, the SAFECO Resource Equity Portfolio
ordinarily invests principally in common stocks or securities convertible into
common stocks. Fixed-Income securities may be purchased in accordance with
business and financial conditions.
 
SAFECO RESOURCE GROWTH SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Growth Sub-Account is to seek
growth of capital and the increased income that ordinarily follows from such
growth.
 
The SAFECO Resource Growth Sub-Account invests in the Trust's Growth Portfolio.
To pursue its investment objective, the SAFECO Resource Growth Portfolio will
ordinarily invest a preponderance of its assets in common stocks selected
primarily for potential appreciation. To determine those common stocks which
have the potential for long-term growth, SAFECO Asset Management Company, the
Trust's investment adviser, will evaluate the issuer's financial strength,
quality of management and earnings power.
 
SAFECO RESOURCE NORTHWEST SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Northwest Sub-Account is to seek
long-term growth of capital through investing primarily in Northwest companies.
 
The SAFECO Resource Northwest Sub-Account invests in the Trust's Northwest
Portfolio. To pursue its investment objective, the SAFECO Resource Northwest
Portfolio will invest at least 65% of its total assets in securities issued by
companies with their principal executive offices located in Washington, Alaska,
Idaho, Oregon or Montana.
 
The SAFECO Resource Northwest Portfolio will ordinarily invest its assets in
shares of common stock selected primarily for potential long-term appreciation.
The SAFECO Resource Northwest Portfolio may also occasionally invest in
securities convertible into common stock.
 
SAFECO RESOURCE BOND SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Bond Sub-Account is to seek as
high a level of current income as is consistent with the relative stability of
capital.
 
The SAFECO Resource Bond Sub-Account invests in the Trust's Bond Portfolio. To
pursue its investment objective, the SAFECO Resource Bond Portfolio invests
primarily in medium-term debt securities. Although the SAFECO Resource Bond
Portfolio does not intend to purchase below investment grade bonds during the
coming year, it may hold up to 20% of total assets in bonds which are downgraded
after purchase to below investment grade quality by Standard & Poor's
Corporation or Moody's Investors Service, Inc. Below investment grade bonds are
commonly referred to as high-yield or "junk" bonds and have special risks
associated with them. See the Trust's Prospectus and Statement of Additional
Information for more information.
 
                                      -14-
<PAGE>   19
 
SAFECO RESOURCE MONEY MARKET SUB-ACCOUNT
 
The investment objective of the SAFECO Resource Money Market Sub-Account is to
seek as high a level of current income as is consistent with the preservation of
capital and liquidity through investments in high-quality money market
investments maturing in thirteen months or less.
 
The SAFECO Resource Money Market Sub-Account invests in the Trust's Money Market
Portfolio which seeks to maintain a net asset value per share of $1.00. SHARES
OF THE SAFECO RESOURCE MONEY MARKET PORTFOLIO ARE NEITHER INSURED, NOR
GUARANTEED, BY THE U.S. GOVERNMENT. THERE IS NO ASSURANCE THAT THE SAFECO
RESOURCE MONEY MARKET PORTFOLIO WILL MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE.
 
SCUDDER BALANCED SUB-ACCOUNT
 
The investment objective of the Scudder Balanced Sub-Account is to seek a
balance of growth and income from a diversified portfolio of equity and fixed
income securities. The Scudder Balanced Sub-Account also seeks long-term
preservation of capital through a quality-oriented investment approach that is
designed to reduce risk.
 
The Scudder Balanced Sub-Account invests in the Fund's Balanced Portfolio. In
seeking its objectives of a balance of growth and income, as well as long-term
preservation of capital, the Scudder Balanced Portfolio invests in a diversified
portfolio of equity and fixed income securities. The Scudder Balanced Portfolio
invests, under normal circumstances, at least 50%, but no more than 75%, of its
net assets in common stocks and other equity investments. The Scudder Balanced
Portfolio's equity investments consist of common stocks, preferred stocks,
warrants and securities convertible into common stocks, of companies that, in
the investment adviser's judgment, are of above-average financial quality and
offer the prospect for above-average growth in earnings, cash flow, or assets
relative to the overall market as defined by the Standard and Poor's 500
Composite Stock Price Index. To enhance income and stability, the Scudder
Balanced Portfolio's remaining assets are allocated to bonds and other fixed
income securities, including cash reserves. The Scudder Balanced Portfolio will
normally invest 25% to 50% of its net assets in fixed income securities.
However, at least 25% of the Scudder Balanced Portfolio's net assets must always
be invested in fixed income securities.
 
SCUDDER INTERNATIONAL SUB-ACCOUNT
 
The investment objective of the Scudder International Sub-Account is to seek
long-term growth of capital primarily through diversified holdings of marketable
foreign equity investments.
 
The Scudder International Sub-Account invests in the Fund's International
Portfolio. The Scudder International Portfolio invests in companies, wherever
organized, which do business primarily outside the United States. The Scudder
International Portfolio intends to diversify investments among several countries
and to have represented in its holdings business activities in not less than
three different countries. The Scudder International Portfolio invests primarily
in equity securities of established companies listed on foreign exchanges. It
may also invest in fixed income securities of foreign governments and companies.
 
                          SAFECO RESOURCE SERIES TRUST
 
SAFECO Resource Series Trust (Trust) has been established to act as one of the
funding vehicles for the Contracts offered. The investment adviser to the Trust
is SAFECO Asset Management Company (SAM), SAFECO Plaza, Seattle, Washington. The
Trust is an open-end, diversified, management investment company. While a brief
summary of the investment objectives of each Trust Portfolio is set forth above,
more comprehensive information is found in the current Prospectus for the Trust.
 
THE TRUST PROSPECTUS IS ATTACHED AND ACCOMPANIES THIS PROSPECTUS. BOTH DOCUMENTS
SHOULD BE READ TOGETHER AND CAREFULLY BEFORE INVESTING. AN ADDITIONAL PROSPECTUS
AND THE STATEMENT OF ADDITIONAL INFORMATION FOR THE TRUST CAN BE OBTAINED BY
CALLING THE NUMBER ON THE COVER PAGE OF THIS PROSPECTUS OR WRITING TO THE
ADDRESS OF THE ANNUITY SERVICE OFFICE LISTED THERE. ADDITIONAL PORTFOLIOS MAY BE
ESTABLISHED BY THE TRUST FROM TIME TO TIME AND MAY BE MADE AVAILABLE TO
PARTICIPANTS.
 
                                      -15-
<PAGE>   20
 
                     SCUDDER VARIABLE LIFE INVESTMENT FUND
 
Scudder Variable Life Investment Fund (Fund) is one of the funding vehicles for
the Contracts offered. The investment adviser to the Fund is Scudder, Stevens &
Clark, Inc., Two International Place, Boston, Massachusetts. The Fund is an
open-end, diversified management investment company. While a brief summary of
the investment objectives of each Fund Portfolio is set forth above, more
comprehensive information is found in the current Prospectus for the Fund.
 
THE FUND PROSPECTUS IS ATTACHED AND ACCOMPANIES THIS PROSPECTUS. BOTH DOCUMENTS
SHOULD BE READ TOGETHER AND CAREFULLY BEFORE INVESTING. AN ADDITIONAL PROSPECTUS
AND THE STATEMENT OF ADDITIONAL INFORMATION FOR THE FUND CAN BE OBTAINED BY
CALLING THE NUMBER ON THE COVER PAGE OF THIS PROSPECTUS OR WRITING TO THE
ADDRESS OF THE ANNUITY SERVICE OFFICE LISTED THERE. ADDITIONAL PORTFOLIOS MAY BE
ESTABLISHED BY THE FUND FROM TIME TO TIME AND MAY BE MADE AVAILABLE TO
PARTICIPANTS. IN ADDITION, CERTAIN EXISTING PORTFOLIOS OF THE FUND, WHICH ARE
NOT CURRENTLY BEING MADE AVAILABLE, MAY BE MADE AVAILABLE TO PARTICIPANTS IN THE
FUTURE.
 
                                 VOTING RIGHTS
 
In accordance with its view of present applicable law, SAFECO will vote the
shares of the Trust and the Fund held in the Separate Account at special
meetings of the shareholders in accordance with instructions received from
persons having the voting interest in the Separate Account. SAFECO will vote
shares it owns for which it has not received instructions, as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions. Neither the Trust nor the Fund holds regular meetings of
shareholders.
 
The number of shares which a person has a right to vote will be determined as of
a date to be chosen by SAFECO not more than sixty (60) days prior to the meeting
of the Trust or the Fund. Voting instructions will be solicited by written
communication at least fourteen (14) days prior to such meeting with respect to
the Trust and at least ten (10) days prior to such meeting with respect to the
Fund.
 
The Fund is intended to be the funding vehicle for variable annuity contracts
and variable life insurance policies to be offered by the separate accounts of
certain life insurance companies which may or may not be affiliated. The Fund
currently does not foresee any disadvantages to the Participants arising from
the fact that the interests of the holders of the variable annuity contracts and
the variable life insurance policies may differ. Nevertheless, the Fund's
Trustees intend to monitor events in order to identify any material
irreconcilable conflicts which may possibly arise and to determine what action,
if any, should be taken in response thereto.
 
                           SUBSTITUTION OF SECURITIES
 
If the shares of the Trust or the Fund (or any Portfolio within the Trust or the
Fund) should no longer be available for investment by the Separate Account or,
if in the judgment of SAFECO, further investment in such shares should become
inappropriate in view of the purpose of the Contracts, SAFECO may substitute
shares of another mutual fund (or Portfolio within the Trust or the Fund) for
fund shares already purchased or to be purchased in the future by Purchase
Payments under the Contracts. No substitution of securities may take place
without prior approval of the Securities and Exchange Commission and under such
requirements as it may impose.
 
                                      -16-
<PAGE>   21
 
                             PURCHASING A CONTRACT
 
APPLICATION
 
In order to acquire a Contract, an Employer enters into an Annuity Purchase
Agreement. Pursuant to that agreement, the Employer is authorized and agrees to
make certain Purchase Payments on a Participant's behalf to be applied toward
the purchase of an annuity for such Participant. In order to become a
Participant under the Contract, an employee must complete an Application for
Participation. Each eligible Participant will receive a Certificate, along with
a copy of the Contract, which will evidence a Participant's interest in the
Contract.
 
MINIMUM PURCHASE PAYMENTS
 
The minimum Purchase Payment is $30 per Participant per any Sub-Account.
 
TRANSFERS
 
A Participant may transfer Accumulation Units between Sub-Accounts or into
SAFECO's Qualified Pension Annuity Series III. See "Deduction for Transfer
Charge" in this Prospectus.
 
Accumulation Units which are being transferred will be redeemed at the price
next computed after the Participant's transfer request is received. The purchase
of Accumulation Units in the Sub-Account the Participant is transferring into or
the deposit into SAFECO's Qualified Pension Annuity Series III will normally be
executed the same day. However, the Sub-Accounts reserve the right to delay the
payment of proceeds and, therefore, the purchase in a transfer for up to seven
days if making immediate payment could adversely affect the Sub-Account
redeemed.
 
The first four transfers per calendar year and pre-established monthly automatic
transfers from one Sub-Account to another are free. A $10 fee per transfer is
charged after these limits are reached.
 
1. Transfer Limitations:
 
   The transfer privilege is not intended to provide a means for frequent
   trading in response to short-term fluctuations in the market (i.e., market
   timing). Excessive transfer transactions can be disadvantageous to other
   Participants and to Resource Variable Account B.
 
2. Transfers By Written Request:
 
   Accumulation Units may be transferred by writing SAFECO at the address on the
   Prospectus cover and specifying the transfer desired and your Certificate
   Number. The request must be signed by the Participant or a third party to
   whom the Participant has given appropriate authority. SAFECO must be given a
   copy of the document granting such authority.
 
3. Transfers By Telephone:
 
   Effective August 1, 1993, SAFECO will accept transfer instructions by
   telephone from the Participant in a Plan qualified under Sections 401(k),
   403(b), or 457 of the Internal Revenue Code, or a third party to whom the
   Participant has given appropriate authority, if the Participant has
   previously elected in writing the privilege of making transfers by telephone.
   Prior to August 1, 1993, SAFECO would accept transfer instructions by
   telephone only from a Tax Sheltered Annuity Participant or a third party
   preauthorized by such Participant. SAFECO must have a copy of the document
   granting such authority. The availability of this privilege is subject to
   limitations of the Qualified Plan. Withdrawals will not be processed by
   telephone.
 
   SAFECO will employ reasonable procedures to confirm that instructions
   communicated by telephone are genuine, including tape recording all telephone
   instructions, requiring some form of personal identification prior to acting
   upon instructions received by telephone and confirming in writing all such
   transactions. If SAFECO fails to take such reasonable procedures, it may be
   liable for any losses due to unauthorized or fraudulent instructions.
 
                                      -17-
<PAGE>   22
 
   SAFECO reserves the right to refuse telephone transfers when it is unable to
   confirm to its satisfaction that a caller is the Participant or a
   preauthorized third party. SAFECO is not responsible for the authenticity of
   telephone instructions or for acting on the telephone instructions of persons
   who falsely identify themselves as Participants or preauthorized third
   parties.
 
   To transfer by telephone, call 1-800-899-5280. Transfer directions must
   specify the Certificate number, the amount to be transferred and the
   Sub-Accounts which are to be effected.
 
EMPLOYEE TERMINATED
 
If an Employee's employment with Employer is terminated, the Employee may
continue to participate under the Contract to the extent of Purchase Payments
previously made on behalf of such Employee by Employer prior to termination of
employment. No further contributions will be accepted under the Contract on
behalf of any Participant who has ceased to be an Employee.
 
ALLOCATION OF NET PURCHASE PAYMENTS
 
A Net Purchase Payment is equal to the Purchase Payment less any applicable
premium taxes and applicable Administration Charges. Net Purchase Payments are
allocated to the Separate Account and are converted into Accumulation Units. The
Net Purchase Payments are divided by the value of an Accumulation Unit for the
Sub-Account Valuation Period during which such allocation occurs to determine
the number of Accumulation Units attributable to the Net Purchase Payment. For
initial Net Purchase Payments on behalf of any Participant, if the Application
for Participation is in good order, SAFECO will apply the Net Purchase Payment
to the Separate Account and credit the Participant's Accumulation Account with
Accumulation Units within two business days of receipt. If the Application is
not in good order, SAFECO will attempt to achieve good order or will return the
Application and the Purchase Payment within five business days. For subsequent
Purchase Payments in good order, SAFECO will apply the Net Purchase Payment to
the Separate Account and credit the Participant's Accumulation Account with
Accumulation Units during the next Valuation Period after the Purchase Payment
was received.
 
PRINCIPAL UNDERWRITER
 
Currently SAFECO Securities, Inc. (SSI) acts as the principal underwriter of the
contracts. SSI has its business address at SAFECO Plaza, Seattle, Washington
98185. Prior to April 29, 1994, PNMR Securities, Inc. (PNMR), SAFECO Plaza,
Seattle, Washington 98185, acted as the principal underwriter of the Contracts.
SSI and PNMR are wholly-owned subsidiaries of SAFECO Corporation and therefore
are affiliates of SAFECO.
 
                             CHARGES AND DEDUCTIONS
 
Various charges and deductions are made from Purchase Payments, Participants'
Accumulation Accounts and the Separate Account. These charges and deductions
are:
 
DEDUCTION FOR PREMIUM AND OTHER TAXES
 
Any premium taxes or other taxes levied by any governmental entity which SAFECO,
in its sole discretion, determines have resulted from the establishment or
maintenance of the Separate Account, or from the investment experience of the
Separate Account, or from the receipt by SAFECO of Purchase Payments or from the
issuance of the Contract or from the commencement of annuity payments will be
charged against Purchase Payments, a Participant's Accumulation Account or
withdrawal value. Premium taxes currently imposed by certain states on the type
of Contracts offered hereby range from 0% to 2.5%. Some states assess their
premium taxes at the time Purchase Payments are made; others assess their
premium taxes at the time annuity payments commence. Premium taxes are subject
to change or amendment by state legislatures, administrative interpretations or
judicial acts. Such premium taxes will depend on, among other things, the
 
                                      -18-
<PAGE>   23
 
location of the Employer, the classification of the Contract by the states, the
status of SAFECO within such state and the insurance tax laws of such state.
 
DEDUCTION FOR MORTALITY AND EXPENSE RISK PREMIUM
 
SAFECO deducts on each Valuation Date a Mortality and Expense Risk Premium which
is equal on an annual basis to 1.25% of the daily net asset value of the
Separate Account. The mortality risks assumed by SAFECO arise from its
contractual obligation to make annuity payments after the Annuity Date for the
life of the Participant, to waive Contingent Deferred Sales Charges in the event
of the death of a Participant and to guarantee return of principal upon the
Participant's death. The expense risk assumed by SAFECO is that the costs of
administering the Contracts and the Separate Account will exceed the amount
received from the Administration Charge.
 
If the Mortality and Expense Risk Premium is insufficient to cover the actual
costs, the loss will be borne by SAFECO. Conversely, if the amount deducted
proves more than sufficient, the excess will be profit to SAFECO. SAFECO expects
a profit from this charge.
 
The Mortality and Expense Risk Premium is guaranteed by SAFECO and cannot be
increased.
 
DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE
 
In certain situations that a Participant withdraws all or a portion of the
Participant's Accumulation Account, a Contingent Deferred Sales Charge is
deducted from the Withdrawal. This charge reimburses SAFECO for expenses
incurred in connection with the promotion, sale and distribution of the
Contracts. The Contingent Deferred Sales Charge is applied only to those
Purchase Payments received in the first eight (8) Certificate Years. The
Contract or Certificate describes the situations where the Contingent Deferred
Sales Charge does not apply. Some of these situations are:
 
 (i)  under a Settlement Option;
 
 (ii)  on distributions made pursuant to the death of a Participant;
 
(iii)  on a transfer of the market value of some or all of a Participant's
       Accumulation Account into SAFECO's Qualified Pension Annuity Series III;
 
(iv)  on a transfer of the market value of Accumulation Units between
      Sub-Accounts;
 
 (v)  effective April 1, 1989, with respect to the sum of withdrawals taken in
      any Certificate Year which do not exceed 10% of the value of the
      Accumulation Units in a Participant's Accumulation Account from which the
      withdrawal is taken; or
 
(vi)  effective April 29, 1994 and subject to cancellation by written notice by
      SAFECO, for transfers by a 401(k) Participant into SAFECO's Qualified
      Pension Annuity Series V or VI, or Spinnaker Q due to death, disability,
      retirement, termination of employment, or plan termination under the
      following conditions:
 
      a.  the amount withdrawn is $2,000 or more, or the entire Participant's
          Accumulation Account, when it is being transferred to Qualified
          Pension Annuity Series V;
 
      b.  the amount withdrawn is $5,000 or more when it is being transferred to
          Qualified Pension Annuity Series VI; or
 
      c.  the amount withdrawn is $2,000 or more when it is being transferred to
          Spinnaker Q.
 
                                      -19-
<PAGE>   24
 
The amount of the Contingent Deferred Sales Charge will be based on the
following:
 
<TABLE>
<CAPTION>
                                                   Contingent Deferred Sales Charge
                      Certificate Year               as a Percentage of Withdrawal
            -------------------------------------  ---------------------------------
            <S>                                    <C>
                        1                                   9% of withdrawal 
                        2                                   9% of withdrawal 
                        3                                   8% of withdrawal 
                        4                                   7% of withdrawal 
                        5                                   6% of withdrawal 
                        6                                   5% of withdrawal 
                        7                                   4% of withdrawal 
                        8                                   2% of withdrawal 
                        9 and after                         0%               
</TABLE>                                                                     
 
The Contingent Deferred Sales Charge assesses a percentage of the current value
of a Participant's Accumulation Account according to the stated schedule.
However, total Contingent Deferred Sales Charges collected by SAFECO will not
exceed 8.5% of the Purchase Payments made by a Participant.
 
The commissions paid to registered representatives on the sale of Contracts are
not more than 7% of the Purchase Payments. In addition, commissions, overrides
and bonuses may be paid to SSI's registered representatives and/or other
distributors of the Contracts. A bonus dependent upon persistency of funds on
deposit in Resource B Contracts is one type of bonus that may be paid. Noncash
compensation may include accrual of conference travel credits and prizes. To the
extent that the Contingent Deferred Sales Charge is insufficient to cover the
actual cost of distribution, SAFECO may use any of its corporate assets,
including potential profit which may arise from the Mortality and Expense Risk
Premium, to make up any difference.
 
EXAMPLES
 
The following examples may be helpful in understanding how the Contingent
Deferred Sales Charge works:
 
Example 1:
 
The Participant contributes $10,000 in the first Certificate Year and nothing
additional in the next five years for a total of $10,000 in deposits. In the
sixth Certificate Year, the Participant withdraws the entire Accumulation
Account which now has a value of $16,000. The penalty-free amount is 10% of
$16,000, or $1,600. The Contingent Deferred Sales Charge would be calculated as
follows: the appropriate percentage is 5%. The Contingent Deferred Sales charge
is 5% multiplied by $14,400 ($16,000-$1,600), which is $720. Therefore, the net
amount paid at surrender is $16,000 minus $720 or $15,280.
 
Example 2:
 
The Participant contributes $1,000 per year for ten years for a total of $10,000
in deposits. In the twelfth Certificate Year, the Participant elects to withdraw
a gross amount of $5,000 from the Participant's Accumulation Account which has a
current value of $15,000. Since at least eight Certificate Years have passed,
there is no Contingent Deferred Sales Charge applicable.
 
REDUCTION OR ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE
 
The amount of the Contingent Deferred Sales Charge on the Contracts may be
reduced or eliminated when sales of the Contracts are made to a group in a
manner that results in savings of sales expenses. The entitlement to reduction
of the Contingent Deferred Sales Charge will be determined by SAFECO after
examination of all the relevant factors such as:
 
1. The size and type of group to which sales are to be made. Generally, the
   sales expenses for a larger group are less than for a smaller group because
   of the ability to implement large numbers of Contracts with fewer sales
   contacts.
 
                                      -20-
<PAGE>   25
 
2. The total amount of Purchase Payments to be received. Per Contract sales
   expenses are likely to be less on larger Purchase Payments than on smaller
   ones.
 
3. Any prior or existing relationship with SAFECO. Per Contract sales expenses
   are likely to be less when there is a prior existing relationship because of
   the likelihood of implementing the Contract with fewer sales contacts.
 
4. There may be other circumstances, of which SAFECO is not presently aware,
   which could result in reduced sales expenses.
 
If, after consideration of the foregoing factors, SAFECO determines that there
will be a reduction in sales expenses, SAFECO may provide for a reduction or
elimination of the Contingent Deferred Sales Charge.
 
The Contingent Deferred Sales Charge may be eliminated when the Contracts are
issued to an officer, director or employee of SAFECO or any of its affiliates.
In no event will reductions or elimination of the Contingent Deferred Sales
Charge be permitted where reductions or elimination will be unfairly
discriminatory to any person.
 
OTHER EXPENSES
 
There are other deductions from and expenses paid out of the assets of SAFECO
Resource Series Trust and Scudder Variable Life Investment Fund which are
described in the accompanying Trust and Fund Prospectuses.
 
DEDUCTION FOR ADMINISTRATION CHARGE
 
SAFECO deducts an annual fee of $30 per Participant per calendar year, or any
portion thereof, from the Participant's Accumulation Account for administrative
expenses associated with the administration of the Participant's Accumulation
Account and of the Separate Account. The $30 fee will be deducted on the date
the initial Purchase Payment is invested and on each Certificate Anniversary.
The Administration Charge is also assessed in the event of a total withdrawal.
In the event the Certificate Anniversary and the deduction from initial Purchase
Payments or complete withdrawal fall within one calendar year, SAFECO shall
deduct no more than $30 for that particular year. Prior to the Annuity Date for
the Participant, the Administration Charge is not guaranteed and may be changed
for future years. However, the Administration Charge may never exceed $35 per
Participant per calendar year. SAFECO does not make a profit from the
Administration Charge.
 
The fee is deducted first from the SAFECO Resource Money Market Sub-Account. In
the event there are no Accumulation Units in the SAFECO Resource Money Market
Sub-Account or not enough in value to meet the Administration Charge, the
balance of deductions necessary is then taken from the SAFECO Resource Bond
Sub-Account, SAFECO Resource Equity Sub-Account, SAFECO Resource Northwest
Sub-Account, SAFECO Resource Growth Sub-Account, Scudder Balanced Sub-Account
and finally from the Scudder International Sub-Account.
 
DEDUCTION FOR TRANSFER CHARGE
 
A Participant may elect one of the following methods of transfer:
 
1. The first four transfers per Participant per Calendar Year of any of a
   Participant's Accumulation Account into SAFECO's Qualified Pension Annuity
   Series III or between Sub-Accounts will have no transfer charge assessed
   against them. Any additional transfers will be subject to a $10 transfer
   charge, which will be deducted from the value of Accumulation Units
   transferred. Each transfer is subject to a $1,000 minimum or the entire
   Sub-Account if less. A $500 minimum must be maintained in a Sub-Account to
   keep it open for all Certificates issued after April 28, 1989. A $250 minimum
   may be maintained in a Sub-Account for all Certificates issued prior to and
   including April 28, 1989; or
 
2. Pre-established monthly automatic transfers of a single dollar amount of at
   least $250 into SAFECO's Qualified Pension Annuity Series III or between
   Sub-Accounts will have no transfer charge assessed
 
                                      -21-
<PAGE>   26
 
   against them. Any additional transfers will be subject to a $10 transfer
   charge which will be deducted from the value of Accumulation Units being
   transferred. The monthly transfers will continue to be made until the
   Participant requests discontinuance or there are no funds left in the
   Sub-Account to transfer. If monthly transfers are discontinued prior to six
   months after establishing the transfers, all transfers will be considered to
   have been made under paragraph 1 above.
 
                           RIGHTS UNDER THE CONTRACT
 
Prior to the Annuity Date, the Employer has the voting rights under the
Contract. After the Annuity Date, the Participant has the voting rights with
respect to the Participant's Accumulation Account, and the Participant's
Beneficiary will have such rights upon the Participant's death. The Participant
has the right to select settlement options and designate beneficiaries, subject
to any limitations contained in the Qualified Plan pursuant to which the
Contract was acquired. The Beneficiary has any rights passed on as a result of
the death of the Participant.
 
SAFECO will issue a Certificate to each Participant eligible according to the
Contract and for each Participant's Accumulation Account established under the
Contract. A Certificate shall not be issued and an Accumulation Account shall
not be established on behalf of a Participant who is over 75 years of age on the
Certificate Issue Date under Contracts issued after April 28, 1989. Each
Certificate will state in substance the provisions of the Contract and the
benefits to which such Participant is entitled. No Participant shall have any
rights under the Contract until, and only to the extent that, Purchase Payments
on the Participant's behalf are received by SAFECO.
 
To the extent permitted by law, the benefits or payments under the Contract
shall not be assignable or otherwise transferable, nor subject to commutation,
encumbrance or alienation and shall not be subject to any claim of any creditor
or to any legal process by any creditor.
 
All withdrawals are subject to the Plan under which the Contract is issued and
the Internal Revenue Code of 1986, as amended. However, withdrawals from a
Participant's Accumulation Account taken solely for purposes of an exchange or a
transfer to another contract are not limited by these restrictions.
 
The Contract may not be modified by SAFECO without the consent of the Employer,
except as may be required by applicable law.
 
                                 CONTRACT VALUE
 
The Contract Value is the sum of the value of all Accumulation Units
attributable to the Contract. A Participant's Accumulation Account reflects the
Participant's share of the Contract Value.
 
The value of an Accumulation Unit will vary from Valuation Period to Valuation
Period. The value of an Accumulation Unit is determined at the end of the
Valuation Period and reflects the investment earnings or loss and the deductions
for the Valuation Period.
 
                               ANNUITY PROVISIONS
 
SELECTION OF SETTLEMENT OPTIONS
 
At the time a Participant completes the Application for Participation, a
Settlement Option must be selected. A Participant may, upon at least thirty (30)
days' prior written notice to SAFECO, at any time prior to the Annuity Date,
elect a different Settlement Option or any other annuity form satisfactory to
SAFECO and the Participant.
 
COMMENCEMENT OF ANNUITY PAYMENTS
 
Annuity payments to a Participant will begin on the Participant's Annuity Date.
An Annuity Date is selected at the time the Participant completes the
Application for Participation. The selection of an Annuity Date is
 
                                      -22-
<PAGE>   27
 
limited by the terms of the Qualified Plan pursuant to which the Contract was
acquired. A Participant may, upon at least thirty (30) days' prior written
notice to SAFECO, change the Annuity Date to a date which must be the first day
of a calendar month. The Annuity Date may not be deferred, however, beyond any
date specified under the Qualified Plan or as limited under the Internal Revenue
Code of 1986, as amended.
 
SETTLEMENT OPTIONS
 
The net proceeds payable upon settlement of a Participant's interest in the
Contract, may be paid under one of the following options.
 
Option 1 - Variable Life Annuity. A variable annuity payable monthly during the
lifetime of the Participant.
 
Option 2 - Variable Life Annuity with 120 or 240 Monthly Payments Guaranteed. A
variable annuity payable monthly during the lifetime of the Participant with the
guarantee that, if at the death of the Participant, the guaranteed number of
payments has not been received by the Participant, payments will be made to the
Beneficiary for the remainder of the guarantee period. If the Beneficiary does
not desire payments to continue for the remainder of the guarantee period, the
Beneficiary may elect to have the present value of the guaranteed annuity
payments remaining, as of the date notice of death is received by SAFECO,
commuted at the assumed investment rate of 4% and paid in a single sum.
 
Option 3 - Joint and Survivor Annuity. An annuity payable monthly first to the
Participant while the Participant is living. After the death of the Participant,
payments will be continued to the Participant's spouse for as long as he or she
lives. The annuity payable for the life of the spouse shall not be less than
one-half of, or greater than, the amount of the annuity payable during the joint
lives of the Participant and spouse.
 
Option 4 - Systematic Withdrawal Income Plan(TM). Each month a specified number
of whole or partial Accumulation Units is liquidated for payment to the
Participant. The number to be liquidated during a given year shall be a
sufficient number so as to be expected to deplete the account over the life
expectancy of the Participant or the joint lives of the Participant and such
person's Beneficiary, with at least 50% of the payments expected to be paid
during the Participant's life expectancy. This calculation may be made annually
based on the attained age of the Participant or joint lives of the Participant
and such person's Beneficiary. Systematic Withdrawal Income Plan is a trademark
of SAFECO Life Insurance Company.
 
The Participant and a designated Beneficiary who is the spouse of a deceased
Participant must elect whether or not to recalculate life expectancy. The
election must be made by written notice and is irrevocable. Participants in a
Cash or Deferred Savings Plan give such notice to the Plan administrator as
required by the terms of the Plan. The Contractholder must notify SAFECO as to
the results of such election. Participants in a Tax Sheltered Annuity or a
Deferred Compensation Plan must give written notice of their election regarding
recalculation to SAFECO prior to March lst following the year in which the
Participant attains age 70 1/2. For these Participants, notice must also specify
whether minimum distributions made under Settlement Option 4 shall be based on
the value of Participant's entire Accumulation Account balance, or whether the
value of benefits accrued prior to 1987 should be excluded from the calculation.
If SAFECO has not received such written notice prior to March lst following the
year in which the Participant attains age 70 1/2, SAFECO will recalculate life
expectancy and distributions will be based on the value of the Participant's
entire Accumulation Account balance as of the end of the preceding calendar
year.
 
Option 5 - Installment Payments. A Participant who has been issued a Certificate
prior to April 29, 1989, may elect an immediate or deferred installment payment
program under which withdrawals are taken from the Participant's Accumulation
Account in a predetermined amount on a predetermined frequency. Installment
payments are not available as a Settlement Option to a Participant who is issued
a Certificate after April 28, 1989. Under the Installment Payment Settlement
Option the value of the Participant's Accumulation Account must be exhausted
over 3 or more years for a Participant's Accumulation Account of at least 5
years duration where the Participant has attained at least age 59 1/2.
Withdrawals under this program are not subject to Contingent Deferred Sales
Charges. If the Beneficiary does not desire payments to continue for the
remainder of the guarantee period, the Beneficiary may elect to have the present
value of the guaranteed
 
                                      -23-
<PAGE>   28
 
annuity payments remaining, as of the date the notice of death is received by
SAFECO, commuted at the assumed investment rate of 4% and paid in a single
payment.
 
Option 6 -- Other. Any other fixed or variable form of annuity satisfactory to
both SAFECO and the Participant.
 
FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS
 
Except as described below, annuity payments will be paid monthly. If the net
amount available to apply under any Settlement Option is less than $5,000,
SAFECO shall have the right to pay such amount in one lump sum in lieu of the
payment otherwise provided. In addition, for Certificates issued after April 28,
1989, if annuity payments would be or become less than $250, SAFECO shall have
the right to change the frequency of payments to such intervals as will result
in payments of at least $250. For Certificates issued prior to April 28, 1989,
if annuity payments would be or become less than $100, SAFECO shall have the
right to change the frequency of payments to such intervals as will result in
payments of at least $100.
 
FAILURE TO SELECT SETTLEMENT OPTION
 
For all Participants in a Tax Sheltered Annuity Plan established under Section
403(b) of the Internal Revenue Code, or an Eligible State Deferred Compensation
Plan established under Section 457 of the Internal Revenue Code, minimum
distributions shall commence no later than April 1st following the year in which
the Participant attains age 70 1/2, unless the Participant sends written notice
to SAFECO requesting that distributions not commence or notifying SAFECO that
the Participant meets one of the criteria for a later required beginning date.
See "Distribution Requirements" in this Prospectus. If SAFECO has not received
written notice prior to March 1st following the year in which the Participant
attains age 70 1/2 and if designated beneficiary information has been provided
to SAFECO, SAFECO will make the required distributions based on joint life
expectancy with recalculation of life expectancy under Option 4, the Systematic
Withdrawal Income Plan and in accordance with the minimum distribution rules in
Section 401(a)(9) of the Internal Revenue Code. See "Settlement Options" in this
Prospectus. If designated beneficiary information has not been provided to
SAFECO, SAFECO will make the required distributions based on single life
expectancy with recalculation of life expectancy under Option 4, and in
accordance with the minimum distribution rules in Section 401(a)(9) of the
Internal Revenue Code. The calculation of the required distributions shall be
based on the entire Participant's account balance as of the end of the calendar
year preceding the distribution year.
 
For all Participants in a Cash or Deferred Compensation Plan under Section
401(k) of the Internal Revenue Code, distributions will be made in accordance
with the provisions of the Plan at the Contractholder's written direction.
SAFECO shall not be obligated to issue an annuity or to make a cash distribution
until it receives written direction containing the terms and conditions, manner
and amounts of such annuity or cash distribution.
 
                           DISTRIBUTION REQUIREMENTS
 
All Settlement Options under the Contract shall distribute the Participant's
Accumulation Account pursuant to the Plan and the minimum distribution rules in
Section 401(a)(9) of the Code.
 
Minimum distributions must begin by the Participant's required beginning date
defined as April 1st following the year the Participant reaches age 70 1/2. For
a Participant who is not a more than 5% owner and was born prior to July 1,
1917, the required beginning date is April 1st following the calendar year in
which the Participant retires. For a Participant in a governmental or church
Plan, the required beginning date is April 1st of the calendar year following
the later of age 70 1/2 or retirement.
 
Participants in a Cash or Deferred Savings Plan should consult the Plan
Administrator regarding the application of the minimum distribution rules to
their Plan benefits. SAFECO will commence required minimum distributions on
April 1st following the year a Participant in a Tax-Sheltered Annuity or
Deferred Compensation Plan reaches age 70 1/2. Participants in Tax Sheltered
Annuities and Deferred Compensation
 
                                      -24-
<PAGE>   29
 
Plans who do not want SAFECO to commence required minimum distributions, or
Participants in a governmental or church Plan who are still employed and wish to
defer commencement of distributions until retirement, must send SAFECO written
notice of such election prior to March 1st following the year the Participant
reaches age 70 1/2. Participants in governmental or church Plans who are still
employed and elect to defer commencement of distributions must also give SAFECO
notice of retirement.
 
If the Participant dies before required distributions commence, the Accumulation
Account must be distributed by December 31st of the year which contains the
fifth anniversary of the Participant's death, or over a designated Beneficiary's
life expectancy. Where the Accumulation Account is distributed over the
designated Beneficiary's life expectancy, a non-spouse must begin distributions
by December 31st of the year following the year of the Participant's death. A
surviving spouse may wait to begin payments until the year the Participant would
have reached age 70 1/2 if that date is later than the year following the date
of death.
 
If the Participant dies on or after the date required distributions have
commenced, payment to the designated Beneficiary must continue at least as
rapidly as the method in effect prior to the Participant's death.
 
DEATH BENEFIT GUARANTEE
 
If the Participant dies before distributions commence, or on or after the date
distributions have already commenced to the Participant pursuant to Option 4, or
Option 5, the amount of the payment made after the Participant's death will be
the greater of Net Purchase Payments less any prior withdrawals or the value of
the Participant's Accumulation Account determined as of the next Valuation
Period following the date both proof of death and an election for a single sum
payment or Settlement Option is received by SAFECO. If a single sum settlement
is elected, payment will be made within seven business days of receipt of such
election and proof of death. Election must be made by the Beneficiary during the
sixty (60) day period commencing with date of receipt by SAFECO of notification
of death. If no election is made within such sixty (60) day period, then a
single sum settlement will be paid to the Beneficiary. The death benefit
guarantee does not apply if the Participant dies after distributions have
commenced pursuant to Options 1, 2, 3, or 6.
 
                                     TAXES
 
NOTE: The following description is based upon SAFECO's understanding of current
federal income tax law applicable to annuities in general. SAFECO cannot predict
the probability that any changes in such laws will be made. Purchasers are
cautioned to seek competent tax advice regarding the possibility of such
changes. SAFECO does not guarantee the tax status of the Contracts and
Certificates. Purchasers bear the complete risk that the Contracts may not be
treated as "annuity contracts" under federal income tax laws. It should be
further understood that the following discussion is not exhaustive and that
special rules not described in this Prospectus may be applicable in certain
situations. Moreover, no attempt has been made to consider any applicable state
or other tax laws.
 
GENERAL
 
Section 72 of the Code governs taxation of annuities in general. A Participant
is not taxed on increases in the value of an Accumulation Account until
distribution occurs, either in the form of a lump sum payment, a withdrawal or
as annuity payments under the Settlement Option elected. For a lump sum payment
received as a total surrender (total redemption), the recipient is taxed on the
portion of the payment that exceeds the cost basis of the Contract. Since the
Contract is designed exclusively for use with Qualified Plans, there may be no
cost basis and all such distributions will be treated as income to the
recipient. The taxable portion of the lump sum payment is taxed at ordinary
income tax rates.
 
Any premium taxes or other taxes levied by any government entity which SAFECO,
in its sole discretion, determines have resulted from the establishment or
maintenance of the Separate Account, or from the investment experience of the
Separate Account, or from the receipt by SAFECO of Purchase Payments, or from
the issuance of the Contract or from the commencement of annuity payments under
the Contract will be charged against Purchase Payments, the Participant's
Accumulation Account or withdrawal values.
 
                                      -25-
<PAGE>   30
 
For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable income. The exclusion amount for payments based on a
fixed annuity option is determined by multiplying the payment by the ratio that
the cost basis of the Contract (adjusted for any period or refund feature) bears
to the expected return under the Contract. The exclusion amount for payments
based on a variable annuity option is determined by dividing the cost basis of
the Contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid. Payments received after
the investment in the Contract has been recovered (i.e. when the total of the
excludable amount equal the investment in the Contract) are fully taxable. The
taxable portion is taxed at ordinary income tax rates. For certain types of
Qualified Plans there may be no cost basis in the contract within the meaning of
Section 72 of the Code. Participants under the Contracts should seek competent
financial advice about the tax consequences of distributions under the Qualified
Plan under which the Contracts are purchased.
 
QUALIFIED PLANS
 
The Contracts offered by this Prospectus are designed to be suitable for use
under various types of Qualified Plans. Taxation of Participants in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Participants, Annuitants and Beneficiaries are cautioned that
benefits under a Qualified Plan may be subject to the terms and conditions of
the plan regardless of the terms and conditions of the Contracts issued pursuant
to the plan. Following are general descriptions of the types of Qualified Plans
with which the Contracts may be used. Such descriptions are not exhaustive and
are for general informational purposes only. The tax rules regarding Qualified
Plans are very complex and will have differing applications depending on
individual facts and circumstances. Each Participant should obtain competent tax
advice prior to purchasing a Contract issued under a Qualified Plan.
 
Contracts issued pursuant to Qualified Plans include special provisions
restricting Contract provisions that may otherwise be available and described in
this Prospectus. Generally, Contracts issued pursuant to Qualified Plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified Contracts.
 
1. Cash or Deferred Savings Plans
 
   Under Section 401(k) of the Code, a Cash or Deferred Savings Plan is a plan
   offered by an Employer which allows Employees to elect to reduce their
   compensation with the reduced amounts set aside for the Employees in a
   tax-deferred retirement program. The Code places limitations on these plans
   including on such items as amount of allowable contributions, form, manner
   and timing of distributions, transferability of benefits, vesting and
   nonforfeitability of interests, nondiscrimination in eligibility and
   participation and the tax treatment of distributions, withdrawals and
   surrenders.
 
2. Tax-Sheltered Annuities
 
   Section 403(b) of the Code permits the purchase of "tax-sheltered annuities"
   by public schools and certain charitable, educational and scientific
   organizations described in Section 501(c)(3) of the Code. These qualifying
   Employers may make contributions to the Contracts for the benefit of their
   Employees. Such contributions are not includible in the gross income of the
   Employee until the Employee receives distributions from the Contract. The
   amount of contributions to the tax-sheltered annuity is limited to certain
   maximums imposed by the Code. Furthermore, the Code sets forth additional
   restrictions governing such items as transferability, distributions,
   nondiscrimination and withdrawals. When the Contract is issued pursuant to a
   plan qualified under Section 403(b) of the Code, the Participant's entire
   interest in the Contract is nonforfeitable.
 
3. Deferred Compensation Plans
 
   Under Section 457 of the Code, governmental and certain other tax exempt
   Employers may establish deferred compensation plans for the benefit of their
   Employees which may invest in annuity contracts. The
 
                                      -26-
<PAGE>   31
 
   Code, as in the case of Qualified Plans, establishes limitations and
   restrictions on eligibility, contributions and distributions. Under these
   plans, contributions made for the benefit of the Employees will not be
   includible in the Employees' gross income until distributed from the plan.
   However, under a Section 457 plan all the plan assets shall remain solely the
   property of the Employer subject only to the claims of the Employer's general
   creditors until such time as made available to the Participant or
   Beneficiary.
 
MULTIPLE CONTRACTS
 
The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year to the same contract owner by one company or its
affiliates are treated as one annuity contract for purposes of determining the
tax consequences of any distribution. Such treatment may result in adverse tax
consequences, including the more rapid taxation of the distributed amounts from
such combination of contracts. These aggregation rules do not apply to contracts
issued through Cash or Deferred Savings Plans under Section 401(k) or
Tax-Sheltered Annuity Plans under Section 403(b). However, they do apply to
contracts issued through Deferred Compensation Plans under Section 457.
Participants in a Deferred Compensation Plan under Section 457 of the Code
should consult a tax advisor prior to purchasing more than one non-qualified
annuity contract in any calendar year.
 
INCOME TAX WITHHOLDING
 
All distributions or any portion(s) thereof which are includible in the gross
income of the taxpayer are subject to Federal income tax withholding. Generally,
amounts are withheld from periodic payments at the same rate as wages and at the
rate of 10% from non-periodic payments. However, the taxpayer, in most cases,
may elect not to have taxes withheld or to have withholding done at a different
rate.
 
Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code, which are not directly rolled
over to another eligible retirement plan or Individual Retirement Account or
Individual Retirement Annuity, are subject to a mandatory 20% withholding for
Federal income tax. The 20% withholding requirement does not apply to: (a)
distributions for the life or life expectancy of the Participant or joint and
last survivor expectancy of the Participant and a designated Beneficiary; (b)
distributions for a specified period of 10 years or more; or (c) distributions
which are required minimum distributions. Participants should consult their own
tax counsel or other tax advisor regarding withholding.
 
                                  WITHDRAWALS
 
TAX TREATMENT OF WITHDRAWALS
 
The Code imposes a 10% penalty tax on the taxable portion of any distribution
from Qualified Plans, including both 401(k) and 403(b) plans. To the extent
amounts are not includible in gross income because they have been rolled over to
an IRA or to another Qualified Plan, no tax penalty will be imposed. The tax
penalty will not apply to the following distributions: (a) if distribution is
made on or after the date on which the Participant reaches age 59 1/2; (b)
distributions following the death or disability of the Participant (for this
purpose disability is as defined in Section 72(m)(7) of the Code); (c)
distributions after separation from service that are part of substantially equal
periodic payments, not less frequently than annually, made for the life (or life
expectancy) of the Participant or the joint lives (or joint life expectancies)
of such Participant and a designated Beneficiary; (d) distributions to a
Participant who has separated from service after attaining age 55; (e)
distributions made to the Participant to the extent such distributions do not
exceed the amount allowable as a deduction under Code Section 213 to the
Participant for amounts paid during the taxable year for medical care; and (f)
distributions made to an alternate payee pursuant to a qualified domestic
relations order.
 
Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year following the year in which the employee attains age
70 1/2. Required distributions must be over a period not exceeding the life
expectancy of the individual or the joint lives or life expectancies of the
individual and his or
 
                                      -27-
<PAGE>   32
 
her designated beneficiary. If the required minimum distributions are not made,
a 50% penalty tax is imposed as to the amount not distributed. In addition,
distributions in excess of $150,000 per year in the case of periodic
distributions and in excess of $750,000 in the case of lump sum distributions
may be subject to an additional 15% excise tax unless an exemption applies.
 
TAX SHELTERED ANNUITY WITHDRAWAL LIMITATIONS
 
Effective January 1, 1989, the Code limits the withdrawal of amounts
attributable to contributions made pursuant to a salary reduction agreement (as
defined in Section 403(b)(11) of the Code) to circumstances where the
Participant attains age 59 1/2, separates from service, dies, becomes disabled
(within the meaning of Section 72(m)(7) of the Code), or in the case of
hardship. However, withdrawals for hardship are restricted to the portion of the
Participant's Accumulation Account value which represents contributions made by
the Participant and does not include any income attributable to those
contributions.
 
These limitations on withdrawals apply only to salary reduction contributions
made after December 31, 1988, income attributable to such contributions, and to
income attributable to amounts held as of December 31, 1988. However, these
limitations will apply to all amounts (regardless of when or how the
contributions were originally made) which are transferred or rolled over from a
custodial account (as defined in Section 403(b)(7)) into the Participant's
Accumulation Account.
 
The limitations on withdrawals do not affect rollovers or transfers between
certain Qualified Plans. Participants should consult their own tax counsel or
other tax advisor regarding any distributions. The discussion contained in this
Prospectus regarding taxes should be considered in light of the above.
 
WITHDRAWAL AMOUNT
 
Subject to the withdrawal restrictions noted above, SAFECO will pay the amount
of any withdrawal within seven (7) business days of receipt of such request in
good order.
 
Upon a withdrawal by a Participant, the number of Accumulation Units in a
particular Sub-Account will be reduced by a number equal to the amount of any
(a) Withdrawal, including the Contingent Deferred Sales Charge, and (b) taxes,
including premium taxes and, if applicable, income taxes, for which no other
provision was made, and (c) Transfer Charges. Administration Charges will also
be applied to the Accumulation Account. See "Deduction for Administration
Charge" in this Prospectus. A Participant's Accumulation Account will not be
reduced by the number of units equal to the amount of any early withdrawal
penalty tax referred to above. The early withdrawal penalty tax must be paid
directly by the Participant.
 
Because of the potential tax consequences of a withdrawal, and because the
Qualified Plan may impose additional conditions, Participants should consult the
plan administrator and competent tax advisors before making a withdrawal.
 
TEXAS OPTIONAL RETIREMENT PROGRAM
 
Any Contract issued to a Participant in the Texas Optional Retirement Program
(ORP) will contain an ORP endorsement that will amend the Contract in two ways.
First, if for any reason a second year of ORP participation is not begun, the
total amount of the State of Texas' first-year contribution will be returned to
the appropriate institute of higher education upon its request. Secondly, no
benefits will be payable, through surrender of the Contract or otherwise, unless
the Participant dies, accepts retirement, terminates employment in all Texas
institutions of higher education, or attains age 70 1/2. The value of the
Contract may, however, be transferred to other contracts or carriers during the
period of ORP participation. A Participant in ORP is required to obtain a
certificate of termination from the Participant's Employer before a Contract can
be withdrawn.
 
                                      -28-
<PAGE>   33
 
                               LEGAL PROCEEDINGS
 
There are no legal proceedings to which the Separate Account, SSI or PNMR is a
party. SAFECO is engaged in various kinds of routine litigation work which, in
the opinion of SAFECO, is not of material importance in relation to the total
capital and surplus of SAFECO.
 
                            TABLE OF CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
ANNUITY PROVISIONS....................................................................    3
     General..........................................................................    3
     Annuity Unit.....................................................................    3
     Net Investment Factor............................................................    3
     Assumed Investment Factor........................................................    3
     Amount of Annuity Payments.......................................................    3
     Additional Provisions............................................................    4
ADDITIONAL PERFORMANCE INFORMATION....................................................    4
     Performance Comparisons..........................................................    4
     Performance Information..........................................................    4
       Yields.........................................................................    4
       Total Returns..................................................................    5
EXPERTS...............................................................................    5
FINANCIAL STATEMENTS..................................................................    5
     SAFECO Resource Variable Account B...............................................    6
     SAFECO Life Insurance Company and Subsidiaries...................................   15
</TABLE>
 
                                      -29-
<PAGE>   34
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
                         SAFECO LIFE INSURANCE COMPANY
 
                              GENERAL INFORMATION
 
                                     SAFECO
 
SAFECO Life Insurance Company (SAFECO) is a wholly-owned subsidiary of SAFECO
Corporation which is a holding company whose subsidiaries are engaged primarily
in insurance and financial services businesses.
 
During the establishment of the Separate Account, SAFECO contributed capital to
the Separate Account which was immediately invested in the SAFECO Resource
Series Trust (Trust). At December 31, 1995, SAFECO's contribution represented
41.0% and 64.9% of the value of the SAFECO Resource Bond and SAFECO Resource
Money Market Sub-Accounts, respectively. SAFECO has no present intention of
withdrawing these amounts from the respective Sub-Accounts.
 
               SAFEKEEPING OF THE ASSETS OF THE SEPARATE ACCOUNT
 
SAFECO holds the assets of the Separate Account. The assets are kept segregated
and held separate and apart from the general account assets of SAFECO. SAFECO
maintains records of all Separate Account purchases and redemptions of the
shares of each Portfolio of SAFECO Resource Series Trust and Scudder Variable
Life Investment Fund.
 
                              INDEPENDENT AUDITORS
 
Ernst & Young LLP, 999 Third Avenue, Suite 3500, Seattle, Washington 98104, is
the independent auditor of the financial statements of SAFECO and the Separate
Account.
 
                                  DISTRIBUTOR
 
Currently, SAFECO Securities, Inc.(SSI), acts as the principal underwriter for
the Contracts. The offering is on a continuous basis. Prior to April 29, 1994,
PNMR Securities, Inc. (PNMR) acted as the principal underwriter for the
Contracts. SSI and PNMR are both wholly-owned subsidiaries and affiliates of
SAFECO. For the years ended 1993, 1994 and 1995, PNMR, through SSI, received
$568,136, $1,640,855 and $2,318,815 in commissions for the distribution of the
Contracts of which no payments were retained.
 
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus for the Group Flexible Purchase Payment
Deferred Variable Annuity Contracts.
 
The Prospectus concisely sets forth information that a prospective investor
should know before investing. For a copy of the Prospectus, call 1-800-426-7649
or write to SAFECO Life Insurance Company, Annuity Service Office: Retirement
Services Department, P.O. Box 3882, Seattle, Washington 98124-3882.
 
This Statement of Additional Information and the Prospectus are both dated April
29, 1996.
 
                                       -1-
<PAGE>   35
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
ANNUITY PROVISIONS..................................................................      3
  General...........................................................................      3
  Annuity Unit......................................................................      3
  Net Investment Factor.............................................................      3
  Assumed Investment Factor.........................................................      3
  Amount of Annuity Payments........................................................      3
  Additional Provisions.............................................................      4
ADDITIONAL PERFORMANCE INFORMATION..................................................      4
  Performance Comparisons...........................................................      4
  Performance Information...........................................................      4
     Yields.........................................................................      4
     Total Returns..................................................................      5
EXPERTS.............................................................................      5
FINANCIAL STATEMENTS................................................................      5
     SAFECO Resource Variable Account B.............................................      6
     SAFECO Life Insurance Company and Subsidiaries.................................     15
</TABLE>
 
                                       -2-
<PAGE>   36
 
                               ANNUITY PROVISIONS
 
GENERAL
 
The Settlement Options and related provisions are described in the Prospectus.
 
ANNUITY UNIT
 
     The value of the Annuity Unit is determined by multiplying the value of the
Annuity Unit for the immediately preceding Valuation Period by the Net
Investment Factor for the Valuation Period for which the value is being
calculated, and dividing the result by the Assumed Investment Factor for such
Valuation Period, where these two factors are defined as follows:
 
NET INVESTMENT FACTOR
 
     The Net Investment Factor for any Sub-Account for any Valuation Period is
determined by dividing (a) by (b) and subtracting (c) from the result where:
 
(a) is the net result of:
 
     (1) the net asset value per share of the Trust or Fund determined as of the
         current Valuation Period; plus
 
     (2) the per share amount of any dividend or capital-gain distribution made
         by the Trust or Fund if the "ex-dividend" date occurs during the
         current Valuation Period; plus or minus
 
     (3) a per share credit or charge, respectively, which is determined by
         SAFECO, for changes in tax reserves resulting from investment
         operations of the Sub-Account.
 
(b) is the net result of:
 
     (1) the net asset value per share of the Trust or Fund determined as of the
         immediately preceding Valuation Period; plus or minus
 
     (2) the per share credit or charge, respectively, for any changes in tax
         reserves for the immediately preceding Valuation Period.
 
(c) is the percentage factor equal to the Mortality and Expense Risk Premium.
    Such factor is equal on an annual basis to 1.25% of the daily net asset
    value of the Sub-Account.
 
The Net Investment Factor may be greater or less than one; therefore, the
Annuity Unit value may increase or decrease.
 
ASSUMED INVESTMENT FACTOR
 
     The Assumed Investment Factor for a one day Valuation Period is 1.00010746.
This factor neutralizes the assumed investment return of 4% in the Annuity
Tables found in the Contract's Appendix A.
 
AMOUNT OF ANNUITY PAYMENTS
 
     A Variable Annuity is an annuity with payments which are not predetermined
as to dollar amount and will vary in accordance with the net investment results
of the Separate Account. The dollar amount of the first monthly Variable Annuity
payment will be determined by applying the Participant's Accumulation Account,
as of the 15th day of the preceding month, to the Annuity Tables contained in
the Contract's Appendix A. The number of Annuity Units to be credited to the
Annuitant will be determined by dividing such first monthly payment by the
Annuity Unit Value calculated as of the 15th day of the preceding month. This
number of Annuity Units remains fixed during the annuity payment period. The
dollar amount of each Variable Annuity payment after the first shall be
determined by multiplying (a) the number of Annuity Units credited to the
Annuitant by (b) the Annuity Unit value as of the 15th day of the preceding
month.
 
                                       -3-
<PAGE>   37
 
     The Annuity Table is based on the 1983 Group Annuity Mortality Table,
Projected, with an age setback of 1 year if the annuity payment begins in the
years 2000-2009, 2 years if the annuity payment begins in the years 2010-2019
and an additional 1 year setback for each additional ten years following. The
interest rate assumed in the Table is 4% per annum.
 
ADDITIONAL PROVISIONS
 
     SAFECO may require proof of age of the Participant before making any life
annuity payment provided for by the Contract. If the age of the Participant has
been misstated, the amount payable will be the amount that the Accumulation
Units would have provided at the correct age. Once monthly life income payments
have begun, any underpayments will be made up in one sum with the next annuity
payment. Overpayments will be deducted from the future annuity payments until
the total is repaid.
 
     Prior to any settlement of a death claim, due proof of Participant's death
must be submitted to SAFECO.
 
     Where any benefits under the Contract are contingent upon the recipient
being alive on a given date, SAFECO may require proof satisfactory to it that
such condition has been met.
 
                       ADDITIONAL PERFORMANCE INFORMATION
 
STANDARDIZED COMPUTATION OF PERFORMANCE
 
     PERFORMANCE COMPARISONS.  Performance Information for a Sub-Account may be
compared, in reports and advertising, to: (i) Standard & Poor's Stock Index, Dow
Jones Industrial Averages, Donahue Money Market Institutional Averages, or other
unmanaged indices generally regarded as representative of the securities
markets; (ii) other Variable Annuity separate accounts or other investment
products traced by Lipper Analytical Services, Inc., the Variable Annuity
Research and Data Service, or Morningstar, Inc., which are widely used
independent research firms that rank mutual funds and other investment companies
by overall performance, investment objectives and assets; and (iii) the Consumer
Price Index (a measure of inflation) to assess the real rate of return from an
investment in a Contract. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for annuity charges,
investment management costs, brokerage costs and other transaction costs that
are normally paid when directly investing in securities.
 
     Total returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Reports and
advertising also may contain other information, including the ranking of any
Sub-Account derived from rankings of Variable Annuity separate accounts or other
investment products traced by Lipper Analytical Services, Inc. or by rating
services, companies, publications, or other persons which rank separate accounts
or other investment products on overall performance or other criteria.
 
PERFORMANCE INFORMATION
 
     YIELDS. Some Sub-Accounts may advertise yields. Yields quoted in
advertising reflect the change in value of a hypothetical investment in the
Sub-Account over a stated period of time, not taking in to account capital gains
or losses or the imposition of any Contingent Deferred Sales Charge. Yields are
annualized and stated as a percentage.
 
     Current yield and effective yield are calculated for the SAFECO Resource
Money Market Sub-Account. Current Yield is based on the change in the value of a
hypothetical investment (exclusive of capital changes) over a particular seven
(7) day period, less a hypothetical charge reflecting deductions from values
during the period (the base period), and stated as a percentage of the
investment at the start of the base period (the base period return). The base
period return is then annualized by multiplying by 365/7, with the resulting
yield figure carried to at least the nearest hundredth of one percent. Effective
yield assumes that all dividends received during an annual period have been
reinvested. This compounding effect causes effective yield to be higher than
current yield. Calculation of effective yield begins with the same base period
return used in the
 
                                       -4-
<PAGE>   38
 
calculation of current yield, which is then annualized to reflect weekly
compounding pursuant to the following formula:
 
             Effective Yield = [(Base Period Return + 1)365/7] - 1
 
     Yield for the SAFECO Resource Bond Sub-Account is based on all investment
income (including dividends and interest) per accumulation unit earned during a
particular thirty (30) day period, less expenses accrued during the period (net
investment income). Yield is computed by dividing net investment income by the
value of an accumulation unit on the last day of the period, according to the
following formula:
 
                        Yield = 2[((a - b)/cd + 1)6 - 1]
 
     where a = net investment income earned during the period by the
corresponding Available Fund portfolio, b = expenses accrued for the period (net
of any reimbursements), c = the average daily number of accumulation units
outstanding during the period, and d = the value (maximum offering price) per
accumulation unit on the last day of the period.
 
     TOTAL RETURNS. Total return reflects all aspects of a Sub-Account's return,
including the automatic reinvestment by the Sub-Account of all distributions and
the deduction of all applicable charges to the Sub-Account on an annual basis,
including mortality and expense risk charges, the Annual Administration
Maintenance Charge, and any other charges against Contract Value. Quotations
also will assume a termination (surrender) at the end of the particular period
and reflect the deduction of the Contingent Deferred Sales Charge, if
applicable. Additional quotations may be given that do not assume a termination
(surrender) and do not take into account deduction of the Contingent Deferred
Sales Charge, since the Contracts are intended as long-term products.
 
     From time to time, non-standardized total return figures may accompany the
standardized figures. Non-standardized total return figures may be calculated in
a variety of ways including but not necessarily limited to different time
periods, different initial investment amounts, additions of periodic payments,
use of time weighted average annual returns which take into consideration the
length of time each investment has been on deposit, and without the
Administration Charge and/or with or without the Contingent Deferred Sales
Charge. Non-standardized figures may cause the performance of the Sub-Accounts
to appear higher than performance calculated using standard parameters.
 
     Average annual total returns are calculated by determining the growth or
decline in value of a hypothetical investment in the Sub-Account over certain
periods, including 1, 5, and 10 years (up to the life of the Sub-Account), and
then calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. Investors should realize that the Sub-Account's
experience is not constant over time, but changes from year to year, and that
the average annual returns represent averaged figures as opposed to the
year-to-year performance of a Sub-Account. Average annual returns are calculated
pursuant to the following formula: P(1 + T)n = ERV, where P is a hypothetical
initial payment of $1,000, T is the average annual total return, n is the number
of years, and ERV is the withdrawal value at the end of the period.
 
     Cumulative total returns are unaveraged and reflect the simple change in
value of a hypothetical investment in the Sub-Account over a state period of
time.
 
                                    EXPERTS
 
     The financial statements of SAFECO Resource Variable Account B and SAFECO
Life Insurance Company and Subsidiaries appearing in the Statement of Additional
Information have been audited by Ernst & Young LLP, independent auditors, as set
forth to the extent indicated in their reports thereon also appearing in the
Statement of Additional Information. Such financial statements have been
included therein in reliance on their reports given on their authority as
experts in accounting and auditing.
 
                              FINANCIAL STATEMENTS
 
     The consolidated financial statements of SAFECO Life Insurance Company and
Subsidiaries and SAFECO Resource Variable Account B included herein should be
considered only as bearing upon the ability of SAFECO to meet its obligations
under the Contracts.
 
                                       -5-
<PAGE>   39
 
                              FINANCIAL STATEMENTS
 
                       SAFECO RESOURCE VARIABLE ACCOUNT B
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
Report of Ernst & Young LLP, Independent Auditors.....................................    7
Statement of Assets and Liabilities as of December 31, 1995...........................    8
Statement of Operations for the year ended December 31, 1995..........................    9
Statements of Changes in Net Assets for the years ended December 31, 1995 and 1994....   10
Notes to Financial Statements (including accumulation unit data)......................   12
</TABLE>
 
                                       -6-
<PAGE>   40
 
                                              SAFECO RESOURCE VARIABLE ACCOUNT B
- --------------------------------------------------------------------------------
 
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To the Board of Directors of SAFECO Life Insurance Company and
Participants of SAFECO Resource Variable Account B
 
We have audited the accompanying statement of assets and liabilities of SAFECO
Resource Variable Account B (comprising, respectively, the Equity, Growth,
Northwest, Bond, Money Market, International, and Balanced Sub-Accounts), as of
December 31, 1995. For the Equity, Bond, and Money Market Sub-Accounts, we have
audited the statement of operations for the year ended December 31, 1995, the
statement of changes in net assets for each of the two years in the period then
ended, and the accumulation unit data for each of the five years in the period
then ended. For the Growth, Northwest, International and Balanced Sub-Accounts,
we have audited the statement of operations for the year ended December 31,
1995, the statement of changes in net assets for each of the two years in the
period then ended, and the accumulation unit data for each of the two years in
the period then ended and for the period from the commencement of operations
(January 7, 1993 for the Growth and Northwest Sub-Accounts and March 12, 1993
for the Balanced and International Sub-Accounts) to December 31, 1993. These
financial statements and accumulation unit data are the responsibility of the
SAFECO Resource Variable Account B's management. Our responsibility is to
express an opinion on these financial statements and accumulation unit data
based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and accumulation
unit data are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1995, by correspondence with SAFECO Resource Series Trust and
Scudder Variable Life Investment Fund. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements and accumulation unit data referred to
above present fairly, in all material respects, the financial position of each
of the respective Sub-Accounts constituting SAFECO Resource Variable Account B
at December 31, 1995, the results of their operations, the changes in their net
assets, and the accumulation unit data for the periods referred to above, in
conformity with generally accepted accounting principles.
 

                                                     /s/ ERNST & YOUNG LLP
Seattle, Washington
January 26, 1996
 
                                       -7-
<PAGE>   41
 
December 31, 1995
- --------------------------------------------------------------------------------
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
                                                                               SUB-ACCOUNTS
                                                --------------------------------------------------------------------------
           AS OF DECEMBER 31, 1995               EQUITY     GROWTH       NW        BOND       MMKT      INT'L       BAL
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>        <C>
- --------------------------------------------------------------------------------------------------------------------------
                                                              -- (In Thousands, Except Per-Unit Amounts) --
ASSETS:
  Investments, at value:
    SAFECO Resource Series
      Trust - Equity Portfolio
      4,662,976 shares at net asset value
      of $19.24 per share
      (identified cost $83,442)                 $89,735
    SAFECO Resource Series
      Trust - Growth Portfolio
      1,201,938 shares at net asset value
      of $15.88 per share
      (identified cost $17,975)                            $19,083
    SAFECO Resource Series
      Trust - Northwest Portfolio
      173,955 shares at net asset value
      of $10.85 per share
      (identified cost $1,882)                                        $  1,888
    SAFECO Resource Series
      Trust - Bond Portfolio
      771,833 shares at net asset value
      of $11.31 per share
      (identified cost $8,673)                                                   $  8,728
    SAFECO Resource Series
      Trust - Money Market Portfolio
      4,447,189 shares at net asset value
      of $1.00 per share
      (identified cost $4,447)                                                              $  4,447
    Scudder Variable Life Investment
      Fund - International Portfolio
      703,806 shares at net asset value
      of $11.82 per share
      (identified cost $7,817)                                                                         $  8,319
    Scudder Variable Life Investment
      Fund - Balanced Portfolio
      300,124 shares at net asset value
      of $10.95 per share
      (identified cost $2,919)                                                                                    $  3,286
  Cash                                               26          1           -          2          -          -          -
                                                --------   --------   --------   --------   --------   --------   --------
    Total assets                                 89,761     19,084       1,888      8,730      4,447      8,319      3,286
                                                --------   --------   --------   --------   --------   --------   --------
LIABILITIES:
  Mortality and expense risk charge payable          88         19           2          9          5          8          3
  Fees payable                                       26          1           -          2          -          -          -
                                                --------   --------   --------   --------   --------   --------   --------
    Total liabilities                               114         20           2         11          5          8          3
                                                --------   --------   --------   --------   --------   --------   --------
NET ASSETS                                      $89,647    $19,064    $  1,886   $  8,719   $  4,442   $  8,311   $  3,283
                                                ========   ========   ========   ========   ========   ========   ========
ACCUMULATION UNITS OUTSTANDING                    2,774        918         175        481        308        720        260
                                                ========   ========   ========   ========   ========   ========   ========
ACCUMULATION UNIT VALUE AND REDEMPTION
  PRICE PER UNIT
  (Net assets divided by accumulation units
  outstanding)                                  $32.321    $20.756    $ 10.777   $ 18.117   $ 14.417   $ 11.540   $ 12.596
                                                ========   ========   ========   ========   ========   ========   ========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       -8-
<PAGE>   42
 
                                              SAFECO RESOURCE VARIABLE ACCOUNT B
- --------------------------------------------------------------------------------
 
                                                         STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                         SUB-ACCOUNTS
                                    ------------------------------------------------------------------------------------
                                                                 YEAR ENDED DECEMBER 31, 1995
                                     EQUITY       GROWTH         NW          BOND         MMKT        INT'L         BAL
                                    ------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>          <C>          <C>          <C>          <C>
                                                                    -- ($ in Thousands) --
INVESTMENT INCOME:
  Income dividends and capital
    gain
    distributions                   $ 9,976      $ 2,522      $     26     $    518     $    244     $     26     $     68
EXPENSES:
  Mortality and expense risk
    charge                              887          140            19           96           57           87           25
                                    --------     --------     --------     --------     --------     --------     --------
NET INVESTMENT INCOME                 9,089        2,382             7          422          187          (61)          43
                                    --------     --------     --------     --------     --------     --------     --------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
    investments                       2,869          523            32          (29)           -           95           19
  Net change in unrealized
    appreciation                      5,057        1,050             1          773            -          638          381
                                    --------     --------     --------     --------     --------     --------     --------
NET GAIN (LOSS) ON INVESTMENTS        7,926        1,573            33          744            -          733          400
                                    --------     --------     --------     --------     --------     --------     --------
NET CHANGE IN NET ASSETS
  RESULTING
  FROM OPERATIONS                   $17,015      $ 3,955      $     40     $  1,166     $    187     $    672     $    443
                                    ========     ========     ========     ========     ========     ========     ========
</TABLE>
 
                       See Notes to Financial Statements
 
                                       -9-
<PAGE>   43
 
December 31, 1995
- --------------------------------------------------------------------------------
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                          SUB-ACCOUNTS
                                      -------------------------------------------------------------------------------------
                                               EQUITY                        GROWTH                          NW
                                      -------------------------------------------------------------------------------------
                                                                 FOR THE YEAR ENDED DECEMBER 31
                                        1995           1994           1995           1994           1995           1994
<S>                                   <C>            <C>            <C>            <C>            <C>            <C>
                                      -------------------------------------------------------------------------------------
                                                                     -- ($ in Thousands) --
OPERATIONS:
  Net investment income               $   9,089      $   4,443      $   2,382      $     251      $       7      $      (2)
  Net realized gain (loss) on
    investments                           2,869          1,691            523             (6)            32             13
  Net change in unrealized
    appreciation/depreciation             5,057         (3,071)         1,050            109              1             (4)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Net change in net assets
    resulting from operations            17,015          3,063          3,955            354             40              7
NET ACCUMULATION UNIT
  TRANSACTIONS                           18,584         17,856          8,825          5,174            740            725
                                      ---------      ---------      ---------      ---------      ---------      ---------
TOTAL CHANGE IN NET ASSETS               35,599         20,919         12,780          5,528            780            732
NET ASSETS AT BEGINNING OF PERIOD        54,048         33,129          6,284            756          1,106            374
                                      ---------      ---------      ---------      ---------      ---------      ---------
NET ASSETS AT END OF PERIOD           $  89,647      $  54,048      $  19,064      $   6,284      $   1,886      $   1,106
                                      =========      =========      =========      =========      =========      =========
OTHER INFORMATION
Increase (Decrease) in Units
  and Amounts
UNITS:
  Sales                                     905            920            659            427             90             82
  Redemptions                              (257)          (196)          (163)           (61)           (24)           (11)
                                      ---------      ---------      ---------      ---------      ---------      ---------
    Net change                              648            724            496            366             66             71
                                      =========      =========      =========      =========      =========      =========
AMOUNTS:
  Sales                               $  25,905      $  22,661      $  11,610      $   6,036      $   1,000      $     839
  Redemptions                            (7,321)        (4,805)        (2,785)          (862)          (260)          (114)
                                      ---------      ---------      ---------      ---------      ---------      ---------
    Net change                        $  18,584      $  17,856      $   8,825      $   5,174      $     740      $     725
                                      =========      =========      =========      =========      =========      =========
DECEMBER 31, 1995:
  Paid in capital                     $  60,434                     $  14,692                     $   1,829
  Par value per unit                       None                          None                          None
  Accumulation units authorized       Unlimited                     Unlimited                     Unlimited
  Accumulation units owned by
    SAFECO                                  200                             -                             -
</TABLE>
 
                       See Notes to Financial Statements
 
                                      -10-
<PAGE>   44
 
                                              SAFECO RESOURCE VARIABLE ACCOUNT B
- --------------------------------------------------------------------------------
 
                                              STATEMENT OF CHANGES IN NET ASSETS
                                                                     (Continued)
 
<TABLE>
<CAPTION>
                                                                        SUB-ACCOUNTS
                                ---------------------------------------------------------------------------------------------
                                        BOND                    MMKT                    INT'L                    BAL
                                ---------------------------------------------------------------------------------------------
                                                               FOR THE YEAR ENDED DECEMBER 31
                                  1995        1994        1995        1994        1995        1994        1995        1994
<S>                             <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
                                ---------------------------------------------------------------------------------------------
                                                                   -- ($ in Thousands) --
OPERATIONS:
  Net investment income         $     422   $     312   $     187   $      95   $     (61)  $     (28)  $      43   $      22
  Net realized gain (loss) on
    investments                       (29)         67           -           -          95          34          19         (15)
  Net change in unrealized
    appreciation/depreciation         773        (699)          -           -         638        (166)        381         (15)
                                ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
  Net change in net assets
    resulting from operations       1,166        (320)        187          95         672        (160)        443          (8)
NET ACCUMULATION UNIT
  TRANSACTIONS                         89         520        (473)        936       2,735       4,329       1,607       1,136
                                ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
TOTAL CHANGE IN NET ASSETS          1,255         200        (286)      1,031       3,407       4,169       2,050       1,128
NET ASSETS AT BEGINNING OF
  PERIOD                            7,464       7,264       4,728       3,697       4,904         735       1,233         105
                                ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
NET ASSETS AT END OF PERIOD     $   8,719   $   7,464   $   4,442   $   4,728   $   8,311   $   4,904   $   3,283   $   1,233
                                =========   =========   =========   =========   =========   =========   =========   =========
OTHER INFORMATION
Increase (Decrease) in Units
  and Amounts
UNITS:
  Sales                                87         106         587         523         445         479         157         118
  Redemptions                         (86)        (73)       (621)       (455)       (191)        (81)        (19)         (6)
                                ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
    Net change                          1          33         (34)         68         254         398         138         112
                                =========   =========   =========   =========   =========   =========   =========   =========
AMOUNTS:
  Sales                         $   1,469   $   1,672   $   8,274   $   7,141   $   4,856   $   5,218   $   1,826   $   1,193
  Redemptions                      (1,380)     (1,152)     (8,747)     (6,205)     (2,121)       (889)       (219)        (57)
                                ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
    Net change                  $      89   $     520   $    (473)  $     936   $   2,735   $   4,329   $   1,607   $   1,136
                                =========   =========   =========   =========   =========   =========   =========   =========
DECEMBER 31, 1995:
  Paid in capital               $   6,276               $   3,379               $   7,769               $   2,847
  Par value per unit                 None                    None                    None                    None
  Accumulation units
    authorized                  Unlimited               Unlimited               Unlimited               Unlimited
  Accumulation units owned by
    SAFECO                            200                     200                       -                       -
</TABLE>
 
                       See Notes to Financial Statements
 
                                      -11-
<PAGE>   45
 
December 31, 1995
- --------------------------------------------------------------------------------
 
NOTES TO FINANCIAL STATEMENTS
 
1.  ORGANIZATION
 
    SAFECO Resource Variable Account B (Variable Account B) is registered under
    the Investment Company Act of 1940, as amended, as a segregated unit
    investment account of SAFECO Life Insurance Company (SAFECO), a wholly-owned
    subsidiary of SAFECO Corporation. Purchasers of variable annuity products
    direct their investment to one or more of the seven sub-accounts of Variable
    Account B. Each sub-account invests in shares of a designated portfolio of
    either SAFECO Resource Series Trust or Scudder Variable Life Investment
    Fund.
 
    The five portfolios of SAFECO Resource Series Trust available to unitholders
    are the Equity, Growth, Northwest (NW), Bond, and Money Market (MMKT)
    portfolios. The two portfolios of Scudder Variable Life Investment Funds
    available to unitholders are the International (INT'L) and Balanced (BAL)
    portfolios.
 
    The assets of Variable Account B are the property of SAFECO and are not
    commingled with liabilities arising out of any other business of SAFECO.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
    SECURITY VALUATION -- Investments in mutual fund securities are carried in
    the statement of assets and liabilities at net asset value as reported by
    the portfolio. Realized gains or losses on securities transactions are
    determined using the First-In First-Out (FIFO) cost method. Security
    transactions are recorded on the trade date.
 
    DISTRIBUTIONS -- The net investment income and realized capital gains of
    Variable Account B are not distributed, but are retained and reinvested for
    the benefit of accumulation unit owners.
 
    FEDERAL INCOME TAX -- Operations of Variable Account B are included in the
    federal income tax return of SAFECO, which is taxed as a "life insurance
    company" under the Internal Revenue Code. Under current federal income tax
    law, no income taxes are payable with respect to operations of Variable
    Account B.
 
    UNIT VALUE CALCULATION -- For financial reporting purposes, amounts have
    been rounded to the nearest thousand dollars, except for per unit amounts,
    which may result in minor rounding differences. Per unit amounts are
    calculated based on precise amounts.
 
3.  EXPENSES
 
    A mortality and expense risk charge is deducted by SAFECO from Variable
    Account B on a daily basis which is equal, on an annual basis, to 1.25% of
    the average daily net asset value of Variable Account B. The mortality risks
    assumed by SAFECO arise from its contractual obligation to make annuity
    payments after the annuity date for the life of the participant and to waive
    withdrawal charges in the event of the death of a participant. The expense
    risk assumed by SAFECO is that the costs of administering the contracts and
    Variable Account B will exceed the amount received from the administration
    charge.
 
    The following expenses may be deducted from a contractholder's account by
    SAFECO and not directly from Variable Account B. As a fee for expenses
    associated with the administration of the
 
                                      -12-
<PAGE>   46
 
                                              SAFECO RESOURCE VARIABLE ACCOUNT B
- --------------------------------------------------------------------------------
 
                                                   NOTES TO FINANCIAL STATEMENTS
                                                                     (Continued)
 
3.  EXPENSES - CONTINUED

    contract owner's account, an annual charge of $30 may be deducted by SAFECO
    from the accumulated value of each contract on the date the initial purchase
    payment is invested and on each certificate anniversary. In the event that a
    participant withdraws all or a portion of the participant's accumulation
    account, a contingent deferred sales charge is imposed on withdrawals of
    purchase payments in the first eight certificate years. Any premium tax
    levied by a state or government entity with respect to the Variable Account
    B contract will be charged against the contract. Fees and charges may vary
    by product.
 
4.  INVESTMENT TRANSACTIONS
 
<TABLE>
<CAPTION>
                                                                         SUB-ACCOUNTS
                                    --------------------------------------------------------------------------------------
                                     EQUITY       GROWTH         NW          BOND         MMKT        INT'L         BAL
     <S>                            <C>          <C>          <C>          <C>          <C>          <C>          <C>
                                    --------------------------------------------------------------------------------------
                                                                    -- ($ in Thousands) --
     PURCHASES for the year
       ended
       December 31, 1995            $37,774      $14,266      $  1,061     $  2,121     $  9,294     $  5,051     $  1,931
                                    =======      =======      ========     ========     ========     ========     ========
     SALES for the year ended
       December 31, 1995            $10,067      $ 3,046      $    313     $  1,609     $  9,580     $  2,374     $    279
                                    =======      =======      ========     ========     ========     ========     ========
</TABLE>
 
5.  ACCUMULATION UNIT DATA
 
<TABLE>
<CAPTION>
                                                                         SUB-ACCOUNTS
                                    --------------------------------------------------------------------------------------
                                     EQUITY       GROWTH         NW          BOND         MMKT        INT'L         BAL
     <S>                            <C>          <C>          <C>          <C>          <C>          <C>          <C>
                                    --------------------------------------------------------------------------------------
     December 31, 1991              $17.520            -             -     $ 14.107     $ 13.074            -            -
     December 31, 1992               18.704            -             -       14.882       13.335            -            -
     January 7, 1993                      -      $10.000      $ 10.000            -            -            -            -
     March 12, 1993                       -            -             -            -            -     $  8.250     $ 10.060
     December 31, 1993               23.630       13.480         9.923       16.253       13.516       10.743       10.346
     December 31, 1994               25.424       14.897        10.156       15.559       13.837       10.519       10.066
     December 31, 1995               32.321       20.756        10.777       18.117       14.417       11.540       12.596
</TABLE>
 
                                      -13-
<PAGE>   47
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
<S>                                                                           <C>
Report of Independent Auditors ...........................................     1

Consolidated Financial Statements

              Consolidated Balance Sheet .................................     2

              Statement of Consolidated Income ...........................     4

              Statement of Changes in Stockholder's Equity ...............     5

              Statement of Consolidated Cash Flows .......................     6

              Notes to Consolidated Financial Statements .................     8
</TABLE>
<PAGE>   48
                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


Board of Directors
SAFECO Life Insurance Company

We have audited the accompanying consolidated balance sheet of SAFECO Life
Insurance Company and subsidiaries as of December 31, 1995 and 1994, and the
related statements of consolidated income, changes in stockholder's equity, and
cash flows for each of the three years in the period ended December 31, 1995.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of SAFECO Life
Insurance Company and subsidiaries at December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

As described in Note 1 to the Consolidated Financial Statements, SAFECO Life
Insurance Company and subsidiaries adopted certain new accounting standards in
1995, 1994, and 1993 as required by the Financial Accounting Standards Board.


                                                           /s/ ERNST & YOUNG LLP

Seattle, Washington
February 9, 1996

                                       1
<PAGE>   49
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)

<TABLE>
<CAPTION>
                                                                                       December 31
                                                                                       -----------
                                                                                   1995           1994
                                                                               -----------     ----------
<S>                                                                            <C>             <C>       
ASSETS

Investments (Note 2):
    Fixed Maturities Available-for-Sale, at Market Value
       (Amortized Cost: 1995-$7,195,332; 1994-$6,116,932) ................     $ 7,720,108     $5,915,662
    Fixed Maturities Held-to-Maturity, at Amortized Cost
       (Market Value: 1995-$2,388,514; 1994-$1,948,309) ..................       2,044,517      2,053,132
    Marketable Equity Securities, at Market Value
       (Cost: 1995-$14,904; 1994-$15,846) ................................          25,776         22,747
    First Mortgage Loans on Real Estate:
       Nonaffiliates (Less allowance for losses: 1995-$9,633; 1994-$9,511)         416,110        418,440
       Affiliates ........................................................         137,823        134,157
    Real Estate (At cost, less accumulated depreciation:
       1995-$398; 1994-$412) .............................................           4,972          5,149
    Policy Loans .........................................................          55,925         53,329
    Short-Term Investments (At cost which approximates market) ...........          68,614         62,789
    Investment in Limited Partnerships ...................................           1,289          1,219
                                                                               -----------     ----------
          Total Investments ..............................................      10,475,134      8,666,624
Cash .....................................................................          34,886         26,710
Accrued Investment Income ................................................         150,897        141,907
Accounts and Notes Receivable (Less allowance for doubtful accounts:
    1995-$72; 1994-$160) .................................................          27,971         21,189
Reinsurance Recoverables (Note 5) ........................................          16,656         15,517
Deferred Policy Acquisition Costs (Less valuation allowance:
    1995-$42,815; 1994-$0) ...............................................         210,491        247,190
Other Assets .............................................................           5,739          6,494
Deferred Income Taxes Recoverable (Includes tax on unrealized
    depreciation of investment securities: 1994-$68,028) (Note 9) ........            --           30,229
Assets Held in Separate Accounts .........................................         276,399        158,266
                                                                               -----------     ----------
          Total Assets ...................................................     $11,198,173     $9,314,126
                                                                               ===========     ==========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       2
<PAGE>   50
<TABLE>
<CAPTION>
                                                                                 December 31
                                                                                 -----------
                                                                             1995            1994
                                                                         -----------     -----------
<S>                                                                      <C>             <C>        
LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
    Policy and Contract Liabilities (Note 5):
       Future Policy Benefits ......................................     $   154,090     $   155,322
       Policy and Contract Claims ..................................          26,407          29,050
       Premiums Paid in Advance ....................................           8,209           8,783
       Funds Held Under Deposit Contracts ..........................       8,756,384       7,988,456
       Other Policyholders' Funds ..................................         323,302          74,308
                                                                         -----------     -----------
          Total Policy and Contract Liabilities ....................       9,268,392       8,255,919
    Other Liabilities ..............................................         112,008          89,239
    Federal Income Taxes (Note 9):
       Current .....................................................          13,047          12,464
       Deferred (Includes tax on unrealized appreciation of
          investment securities: 1995 - $172,493) ..................         196,492            --
    Liabilities Related to Separate Accounts .......................         276,399         158,266
                                                                         -----------     -----------
          Total Liabilities ........................................       9,866,338       8,515,888
                                                                         -----------     -----------

Stockholder's Equity:
    Common Stock, $250 Par Value;
       20,000 Shares Authorized, Issued and Outstanding ............           5,000           5,000
    Additional Paid-In Capital .....................................          85,000          85,000
    Retained Earnings (Note 7) .....................................         921,383         834,467
    Unrealized Appreciation (Depreciation) of Investment Securities,
       Net of Tax (Note 2) .........................................         320,452        (126,229)
                                                                         -----------     -----------
          Total Stockholder's Equity ...............................       1,331,835         798,238
                                                                         -----------     -----------
                Total Liabilities and Stockholder's Equity .........     $11,198,173     $ 9,314,126
                                                                         ===========     ===========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>   51
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME

<TABLE>
<CAPTION>
                                                                        Year Ended December 31
                                                                        ----------------------
                                                                1995           1994            1993
                                                             ----------      --------       ----------
                                                                          (In Thousands)
<S>                                                          <C>             <C>            <C>       
Revenues:
    Premiums ...........................................     $  237,025      $252,929       $  279,628
    Investment Income:
       Interest on Fixed Maturities ....................        716,510       648,296          612,805
       Interest on Mortgage Loans ......................         51,912        51,135           48,207
       Interest on Short-Term Investments ..............          4,017         3,351            3,334
       Dividends from Marketable Equity Securities .....          1,387         1,446            1,817
       Dividends from Redeemable Preferred Stock .......          3,065           618             --
       Other Investment Income .........................          4,155         4,375            4,862
                                                             ----------      --------       ----------
             Total .....................................        781,046       709,221          671,025
    Less Investment Expenses ...........................          3,546         3,551            3,303
                                                             ----------      --------       ----------
    Net Investment Income ..............................        777,500       705,670          667,722
                                                             ----------      --------       ----------
    Other Revenue ......................................         11,608         9,795           11,850
    Realized Investment Gain ...........................          5,676         5,639           53,544
                                                             ----------      --------       ----------
             Total .....................................      1,031,809       974,033        1,012,744
                                                             ----------      --------       ----------

Benefits and Expenses:
    Policy Benefits ....................................        723,466       674,215          675,479
    Commissions ........................................         79,163        84,760           82,262
    Personnel Costs ....................................         42,314        42,439           43,244
    Taxes Other Than Payroll and Income Taxes ..........          7,913         7,652            8,477
    Other Operating Expenses ...........................         42,978        44,519           40,430
    Amortization of Deferred Policy Acquisition Costs ..         32,376        29,407           26,350
    Deferral of Policy Acquisition Costs ...............        (35,347)      (43,360)         (38,925)
                                                             ----------      --------       ----------
             Total .....................................        892,863       839,632          837,317
                                                             ----------      --------       ----------
Income before Federal Income Taxes .....................        138,946       134,401          175,427
                                                             ----------      --------       ----------
Provision (Benefit) for Federal Income Taxes (Note 9):
    Current ............................................         61,830        57,365           91,597
    Deferred ...........................................        (13,800)      (10,154)         (26,135)
                                                             ----------      --------       ----------
             Total .....................................         48,030        47,211           65,462
                                                             ----------      --------       ----------
Income Before Cumulative Effect of Accounting Changes ..         90,916        87,190          109,965
Cumulative Effect of Accounting Changes (Notes 8 and 9):
    Postretirement Benefits (Net of tax) ...............           --            --             (2,493)
    Income Taxes .......................................           --            --              9,092
                                                             ----------      --------       ----------
Net Income .............................................     $   90,916      $ 87,190       $  116,564
                                                             ==========      ========       ==========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>   52
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                      Year Ended December 31
                                                                      ----------------------
                                                               1995            1994           1993
                                                            -----------      ---------      ---------
                                                                           (In Thousands)
<S>                                                         <C>              <C>            <C>      
Common Stock ..........................................     $     5,000      $   5,000      $   5,000
                                                            -----------      ---------      ---------
Additional Paid-In Capital ............................          85,000         85,000         85,000
                                                            -----------      ---------      ---------
Retained Earnings:
       Balance at the Beginning of Year ...............         834,467        751,277        638,713
       Net Income .....................................          90,916         87,190        116,564
       Dividends to Parent ............................          (4,000)        (4,000)        (4,000)
                                                            -----------      ---------      ---------
       Balance at the End of Year .....................         921,383        834,467        751,277
                                                            -----------      ---------      ---------
Unrealized Appreciation (Depreciation) of Investment
    Securities, Net of Tax (Note 2):
       Balance at the Beginning of Year ...............        (126,229)         6,828          5,968
       Net Effect of Adoption of FASB Statement 115 ...            --          279,957           --
       Change in Unrealized Appreciation (Depreciation)         474,511       (413,014)           860
       Change in Deferred Policy Acquisition Costs
          Valuation Allowance .........................         (27,830)          --             --
                                                            -----------      ---------      ---------
       Balance at the End of Year .....................         320,452       (126,229)         6,828
                                                            -----------      ---------      ---------
             Stockholder's Equity .....................     $ 1,331,835      $ 798,238      $ 848,105
                                                            ===========      =========      =========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>   53
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS

<TABLE>
<CAPTION>
                                                                          Year Ended December 31
                                                                          ----------------------
                                                                 1995             1994             1993
                                                              -----------      -----------      -----------
                                                                              (In Thousands)
<S>                                                           <C>              <C>              <C>        
OPERATING ACTIVITIES:
    Insurance Premiums Received .........................     $   216,269      $   233,129      $   264,254
    Dividends and Interest Received .....................         703,053          641,234          589,916
    Other Operating Receipts ............................          10,607           11,419           11,814
    Insurance Claims and Policy Benefits Paid ...........        (272,206)        (242,523)        (270,702)
    Underwriting, Acquisition and Insurance
       Operating Costs Paid .............................        (169,904)        (177,188)        (168,809)
    Income Taxes Paid ...................................         (61,247)         (60,566)         (94,169)
                                                              -----------      -----------      -----------
             Net Cash Provided by Operating Activities ..         426,572          405,505          332,304
                                                              -----------      -----------      -----------

INVESTING ACTIVITIES:
    Purchases of:
       Fixed Maturities Available-for-Sale ..............      (1,424,510)      (1,110,154)            --
       Fixed Maturities Held-to-Maturity ................        (291,965)        (358,297)      (2,106,558)
       Marketable Equity Securities .....................            (260)            (407)            (132)
       Other Investments ................................             (14)         (24,381)             (53)
       Policy and Nonaffiliated Mortgage Loans ..........         (55,302)         (68,710)         (62,156)
       Affiliated Mortgage Loans ........................         (12,643)         (54,000)            --
    Maturities of Fixed Maturities Available-for-Sale ...         375,291          476,410             --
    Maturities of Fixed Maturities Held-to-Maturity .....          17,878           54,564          644,532
    Sales of:
       Fixed Maturities Available-for-Sale ..............         327,160          250,227             --
       Fixed Maturities Held-to-Maturity ................            --               --            675,044
       Marketable Equity Securities .....................           2,172               65            6,323
       Other Investments ................................             180           23,992             --
       Real Estate ......................................             876            1,885              115
       Policy and Nonaffiliated Mortgage Loans ..........          50,734           42,038           43,107
       Affiliated Mortgage Loans ........................           8,977            6,714            2,324
    Net (Increase) Decrease in Short-Term Investments ...          (5,811)          11,793           10,343
    Other ...............................................            (122)             947           (1,190)
                                                              -----------      -----------      -----------
             Net Cash Used in Investing Activities ......      (1,007,359)        (747,314)        (788,301)
                                                              -----------      -----------      -----------
FINANCING ACTIVITIES:
    Funds Received Under Deposit Contracts ..............       1,304,665        1,012,164        1,001,880
    Return of Funds Held Under Deposit Contracts ........        (720,845)        (659,697)        (555,429)
    Dividends to Parent .................................          (4,000)          (4,000)          (4,000)
    Net Proceeds from Short-Term Borrowings .............           9,143              842           15,569
                                                              -----------      -----------      -----------
             Net Cash Provided by Financing Activities ..         588,963          349,309          458,020
                                                              -----------      -----------      -----------
Net Increase in Cash ....................................           8,176            7,500            2,023
Cash at Beginning of Year ...............................          26,710           19,210           17,187
                                                              -----------      -----------      -----------
Cash at End of Year .....................................     $    34,886      $    26,710      $    19,210
                                                              ===========      ===========      ===========
</TABLE>

For purposes of reporting cash flows, cash consists of balances on hand and on
deposit in banks and financial institutions.


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       6
<PAGE>   54
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS -
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES  
<TABLE>
<CAPTION>
                                                               Year Ended December 31
                                                               ----------------------
                                                        1995           1994           1993
                                                      ---------      ---------      ---------
                                                                   (In Thousands)
<S>                                                   <C>            <C>            <C>      
Net Income .........................................  $  90,916      $  87,190      $ 116,564
                                                      ---------      ---------      ---------
Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
       Realized Investment Gain ....................     (5,676)        (5,639)       (53,544)
       Amortization of Fixed Maturity Investments ..    (26,050)       (12,247)       (10,476)
       Deferred Federal Income Tax Benefit .........    (13,800)       (10,154)       (26,135)
       Interest Expense on Deposit Contracts .......    432,327        405,536        400,122
       Cumulative Effect of Accounting Changes .....       --             --           (6,599)
       Other .......................................      3,140           (440)           205

       Changes in:
          Future Policy Benefits ...................     (1,232)         3,834          1,322
          Policy and Contract Claims ...............     (2,643)        (4,136)        (5,577)
          Premiums Paid in Advance .................       (574)        (1,174)          (476)
          Deferred Policy Acquisition Costs ........     (6,116)       (12,990)       (12,575)
          Accrued Investment Income ................     (8,990)       (13,695)        (9,185)
          Accrued Interest on Accrual Bonds ........    (36,908)       (41,285)       (56,712)
          Other Receivables ........................     (2,353)         5,064         (3,937)
          Current Federal Income Taxes .............        583         (3,201)        (2,572)
          Other Assets and Liabilities .............        449          1,820          7,397
          Other Policyholders' Funds ...............      3,499          7,022         (5,518)
                                                      ---------      ---------      ---------
             Total Adjustments .....................    335,656        318,315        215,740
                                                      ---------      ---------      ---------
Net Cash Provided by Operating Activities ..........  $ 426,572      $ 405,505      $ 332,304
                                                      =========      =========      =========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       7
<PAGE>   55
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF OPERATIONS. SAFECO Life Insurance Company (the Company) is a
         stock life insurance company organized under the laws of the state of
         Washington. The Company offers individual and group insurance products,
         pension plans and annuity products, marketed through professional
         agents in all states and the District of Columbia. The Company owns two
         subsidiaries, SAFECO National Life Insurance Company and First SAFECO
         National Life Insurance Company of New York. The Company is a
         wholly-owned subsidiary of SAFECO Corporation which is a Washington
         corporation whose subsidiaries are engaged primarily in insurance and
         financial service businesses.

         BASIS OF REPORTING. The consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         appropriate in the circumstances and include amounts based on the best
         estimates and judgments of management. The financial statements include
         SAFECO Life Insurance Company and its subsidiaries.

         All significant intercompany transactions have been eliminated in the
         consolidated financial statements. Certain reclassifications have been
         made to prior year financial information to conform to the 1995
         classifications.

         ACCOUNTING FOR PREMIUMS. Life and health insurance premiums are
         reported as income when collected for traditional individual life
         policies and when earned for group policies. Funds received under
         pension deposit contracts, annuities and universal life policies are
         recorded as liabilities rather than premium income when received.
         Revenues for universal life products consist of front-end loads,
         mortality charges and expense charges assessed against individual
         policyholder account balances. These loads and charges are recognized
         as income when earned.

         INVESTMENTS. The Company adopted Financial Accounting Standards Board
         (FASB) Statement 115, "Accounting for Certain Investments in Debt and
         Equity Securities," on January 1, 1994, applying the provisions of the
         Statement to investments held as of, or acquired after that date. See
         discussion of new accounting standards on page 10.

         Fixed maturity investments (i.e., bonds and redeemable preferred
         stocks) which the Company has the positive intent and ability to hold
         to maturity are classified as held-to-maturity and carried at amortized
         cost in the balance sheet. Fixed maturities classified as
         available-for-sale are carried at market value, with changes in
         unrealized gains and losses recorded directly to stockholder's equity,
         net of applicable income taxes and deferred policy acquisition costs
         valuation allowance. The Company has no fixed maturities classified as
         trading.

         All marketable equity securities are classified as available-for-sale
         and carried at market value, with changes in unrealized gains and
         losses recorded directly to stockholder's equity, net of applicable
         income taxes.

         When the collectibility of income on certain investments is considered
         doubtful, they are placed on non-accrual status and thereafter interest
         income is recognized only when payment is received. Investments that
         have declined in market value below cost and for which the decline is
         judged to be other than temporary are written down to fair value.
         Writedowns are made directly on an individual security basis and reduce
         realized investment gains in the Statement of Consolidated Income.

         The cost of security investments sold is determined by the "identified
         cost" method.

         Mortgage loans are carried at outstanding principal balances, less an
         allowance for loan losses.

                                       8
<PAGE>   56
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 (continued)

         REAL ESTATE AND DEPRECIATION. Income-producing real estate is
         classified as an investment. The Company provides straight-line
         depreciation on its buildings based upon their estimated useful lives.

         Investment real estate that has declined in market value below cost and
         for which the decline is judged to be other than temporary is written
         down to estimated realizable value. Writedowns reduce realized
         investment gains in the Statement of Consolidated Income.

         DEFERRED POLICY ACQUISITION COSTS. Acquisition costs, consisting of
         commissions and certain other underwriting expenses, which vary with
         and are primarily related to the production of new business, are
         deferred.

         Acquisition costs for deferred annuity and pension deposit contracts
         and universal life policies are amortized over the lives of the
         contracts or policies in proportion to the present value of estimated
         future gross profits. To the extent actual experience differs from
         assumptions, and to the extent estimates of future gross profits
         require revision, the unamortized balance of deferred policy
         acquisition costs is adjusted accordingly. There were no significant
         revisions made in 1995, 1994 or 1993.

         Acquisition costs for traditional individual life insurance policies
         are amortized over the premium payment period of the related policies
         using assumptions consistent with those used in computing policy
         benefit liabilities.

         FUTURE POLICY BENEFITS. Liabilities for universal life insurance
         policies, deferred annuity and pension deposit contracts are equal to
         the accumulated account value of such policies or contracts as of the
         valuation date. Liabilities for structured settlement annuities are
         based on interest rate assumptions using market rates at issue, graded
         downward over 40 years to a range of 5.5% to 8.75%.

         Liabilities for future policy benefits under traditional individual
         life insurance policies have been computed on the level premium method
         using interest, mortality and persistency assumptions based on actual
         experience modified to provide for adverse deviation. Interest
         assumptions range from 8.5% graded to 3.25%.

         POLICY AND CONTRACT CLAIMS. The liability for policy and contract
         claims is established on the basis of reported losses ("case basis"
         method). Provision is also made for claims incurred but not reported,
         based on historical experience. The estimates for claims incurred but
         not reported are continually reviewed and any necessary adjustments are
         reflected in current operations.

         SEPARATE ACCOUNTS. The Company administers segregated asset accounts
         for variable annuity and variable universal life clients. The assets of
         these Separate Accounts, which consist of common stocks, are the
         property of the Company. The liabilities of these Separate Accounts
         represent reserves established to meet withdrawal and future benefit
         payment provisions of contracts with these clients. The assets of the
         Separate Accounts, equal to the reserves and other contract liabilities
         of the Separate Accounts, are not chargeable with liabilities arising
         out of any other business the Company may conduct. Investment risks
         associated with market value changes are borne by the clients.
         Deposits, withdrawals, net investment income and realized and
         unrealized capital gains and losses on the assets of the Separate
         Account are not reflected in the Statement of Consolidated Income.
         Management fees and other charges assessed against the contracts are
         included in other revenue.

         FEDERAL INCOME TAXES. The Company and its subsidiaries file a
         consolidated federal income tax return with SAFECO Corporation. Tax
         payments (credits) are made to or received from SAFECO Corporation on a
         separate tax return filing basis. The Company provides for federal
         income taxes based on financial reporting income and deferred federal
         income taxes on temporary differences between financial reporting and
         taxable income.

                                       9
<PAGE>   57
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 (continued)

         NEW ACCOUNTING STANDARDS. The Company adopted Financial Accounting
         Standards Board (FASB) Statements 106, "Employers' Accounting for
         Postretirement Benefits Other Than Pensions," and 109, "Accounting for
         Income Taxes," in the first quarter of 1993. See the Statement of
         Consolidated Income for the effect on income of adoption of Statements
         106 and 109. For additional disclosure relating to Statements 106 and
         109, see Note 8 and Note 9, respectively.

         The Company adopted FASB Statement 112, "Employers' Accounting for
         Postemployment Benefits," effective January 1, 1994. Adoption had no
         effect on net income.

         The Company adopted FASB Statement 113, "Accounting and Reporting for
         Reinsurance of Short-Duration and Long-Duration Contracts," in the
         first quarter of 1993. Adoption had no effect on net income. See Note 5
         for disclosures relating to reinsurance.

         In 1993, the FASB adopted Statement 114, "Accounting by Creditors for
         Impairment of a Loan," which provides guidance on valuing impaired
         loans. The FASB also issued Statement 118, "Accounting by Creditors for
         Impairment of a Loan Income Recognition and Disclosures," in 1994,
         which amends Statement 114. Both statements are effective for 1995 and
         were adopted by the Company on January 1, 1995. Adoption did not affect
         net income. For additional disclosure relating to these two statements,
         see Note 2.

         In 1993, the FASB issued Statement 115, "Accounting for Certain
         Investments in Debt and Equity Securities," which expands the use of
         fair value accounting for debt and equity securities. As of January 1,
         1994, the Company adopted the provisions of this Statement for
         investments held as of, or acquired after that date. Statement 115
         requires that debt and equity securities be classified as trading,
         available-for-sale, or held-to-maturity. Fixed maturity securities that
         the Company has the positive intent and ability to hold to maturity (as
         narrowly defined by Statement 115) are classified as held-to-maturity
         and are reported at amortized cost. Fixed maturity securities
         classified as available-for-sale are carried at market value, with
         changes in unrealized gains and losses recorded directly to
         stockholder's equity, net of applicable income taxes and any deferred
         policy acquisition costs valuation allowance. All marketable equity
         securities are classified as available-for-sale and continue to be
         carried at market value, with changes in unrealized gains and losses
         recorded directly to stockholder's equity, net of applicable income
         taxes. Under Statement 115, trading securities are carried at market
         value with immediate recognition in income of changes in market value.
         Since the Company does not have any securities held for trading, the
         adoption of this Statement had no effect on net income. As required by
         Statement 115, no restatement of prior period amounts has been made.
         See Note 2 for details of the effect on stockholder's equity of the
         adoption of Statement 115.

         The FASB issued an Implementation Guide on Statement 115 in November of
         1995. In addition to providing guidance on Statement 115, the Guide
         allows for a one-time-only reclassification of securities among the
         three categories defined in Statement 115. Such reclassifications will
         not call into question the original classifications. As allowed under
         the Guide, the Company reclassified certain held-to-maturity securities
         to the available-for-sale category on December 31, 1995. While the
         Company's investment philosophy has not changed, this reclassification
         will allow flexibility in responding to changes in market conditions.
         See Note 2 for disclosures relating to this reclassification.

                                       10
<PAGE>   58
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.       INVESTMENT SUMMARY

         A summary of fixed maturities and marketable equity securities
         classified as available-for-sale at December 31, 1995 follows:

<TABLE>
<CAPTION>
                                                                                      Gross        Gross       Net       Estimated
                                                                     Amortized     Unrealized   Unrealized  Unrealized     Market
                                                                        Cost          Gains       Losses       Gain        Value
                                                                     ----------    ----------   ----------  ----------   ----------
                                                                                              (In Thousands)
<S>                                                                  <C>            <C>         <C>         <C>          <C>       
          United States government and
              government agencies and authorities ...............    $  737,429     $ 73,770    $ (1,007)   $  72,763    $  810,192
          States, municipalities and political subdivisions .....       141,085       20,879        --         20,879       161,964
          Foreign governments ...................................        67,873        7,248        --          7,248        75,121
          Public utilities ......................................     1,452,490      137,913      (1,395)     136,518     1,589,008
          All other corporate bonds .............................     2,475,343      183,117      (7,690)     175,427     2,650,770
          Mortgage-backed securities ............................     2,321,112      116,938      (4,997)     111,941     2,433,053
                                                                     ----------     --------    --------    ---------    ----------
          Total fixed maturities classified as
              available-for-sale ................................     7,195,332      539,865     (15,089)     524,776     7,720,108
          Marketable equity securities ..........................        14,904       11,172        (300)      10,872        25,776
                                                                     ----------     --------    --------    ---------    ----------
          Total investment securities classified as
              available-for-sale ................................    $7,210,236     $551,037    $(15,389)     535,648    $7,745,884
                                                                     ==========     ========    ========                 ==========
          Deferred policy acquisition costs valuation allowance .                                             (42,815)
          Applicable federal income tax .........................                                            (172,381)
                                                                                                            ---------
          Unrealized appreciation of investment securities,
              net of tax, included in stockholder's equity ......                                           $ 320,452
                                                                                                            =========
</TABLE>

         A summary of fixed maturities classified as held-to-maturity at
         December 31, 1995 follows:

<TABLE>
<CAPTION>
                                                                        Gross       Gross       Net       Estimated
                                                        Amortized    Unrealized  Unrealized  Unrealized     Market
                                                           Cost         Gains      Losses       Gain        Value
                                                        ----------   ----------  ----------  ----------   ----------
                                                                                (In Thousands)
<S>                                                     <C>           <C>         <C>         <C>         <C>       
United States government and
    government agencies and authorities ............    $  210,894    $ 60,042    $  --       $ 60,042    $  270,936
States, municipalities and political subdivisions ..        52,438       4,689       --          4,689        57,127
Foreign governments ................................       135,467      31,956       --         31,956       167,423
Public utilities ...................................       456,938      83,571       --         83,571       540,509
All other corporate bonds ..........................       896,899     140,673     (4,128)     136,545     1,033,444
Mortgage-backed securities .........................       291,881      27,194       --         27,194       319,075
                                                        ----------    --------    -------     --------    ----------
Total fixed maturities classified as
    held-to-maturity ...............................    $2,044,517    $348,125    $(4,128)    $343,997    $2,388,514
                                                        ==========    ========    =======     ========    ==========
</TABLE>

         The Company reclassified certain fixed maturity securities from the
         held-to-maturity category to the available-for-sale category on
         December 31, 1995, as allowed by the FASB's Implementation Guide
         discussed in Note 1. The securities reclassified had a net carrying
         value (amortized cost) of $331,123,000 and a market value of
         $358,630,000 at December 31, 1995. This reclassification had no effect
         on net income. While the Company's investment philosophy has not
         changed, this reclassification will allow flexibility in responding to
         changes in market conditions.

                                       11
<PAGE>   59
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 (continued)

         A summary of fixed maturities and marketable equity securities
         classified as available-for-sale at December 31, 1994 follows:

<TABLE>
<CAPTION>
                                                                          Gross       Gross         Net         Estimated
                                                          Amortized    Unrealized   Unrealized   Unrealized       Market
                                                             Cost         Gains       Losses     Gain (Loss)      Value
                                                         -----------   ----------   ----------   -----------    ----------
                                                                                  (In Thousands)
<S>                                                      <C>             <C>        <C>           <C>           <C>       
United States government and
     government agencies and authorities ............    $   664,805     $   704    $ (28,980)    $ (28,276)    $  636,529
States, municipalities and political subdivisions ...        139,415       4,392       (1,723)        2,669        142,084
Foreign governments .................................         71,599       1,019       (2,522)       (1,503)        70,096
Public utilities ....................................      1,347,080      21,223      (66,446)      (45,223)     1,301,857
All other corporate bonds ...........................      2,148,606      26,235      (97,718)      (71,483)     2,077,123
Mortgage-backed securities ..........................      1,745,427      30,508      (87,962)      (57,454)     1,687,973
                                                         -----------     -------    ---------     ---------     ----------
Total fixed maturities classified as
     available-for-sale .............................      6,116,932      84,081     (285,351)     (201,270)     5,915,662
Marketable equity securities ........................         15,846       7,577         (676)        6,901         22,747
                                                         -----------     -------    ---------     ---------     ----------
Total investment securities classified as
     available-for-sale .............................    $ 6,132,778     $91,658    $(286,027)     (194,369)    $5,938,409
                                                         ===========     =======    =========                   ==========
Deferred policy acquisition costs valuation allowance                                                    --
Applicable federal income tax .......................                                                68,140
                                                                                                  ---------
Unrealized depreciation of investment securities,
     net of tax, included in stockholder's equity ...                                             $(126,229)
                                                                                                  =========
</TABLE>

         A summary of fixed maturities classified as held-to-maturity at
         December 31, 1994 follows:

<TABLE>
<CAPTION>
                                                                    Gross       Gross         Net         Estimated
                                                     Amortized    Unrealized  Unrealized   Unrealized       Market
                                                        Cost        Gains       Losses     Gain (Loss)      Value
                                                     ----------   ----------  ----------   -----------    ----------
                                                                                  (In Thousands)
<S>                                                  <C>           <C>        <C>           <C>           <C>       
United States government and
     government agencies and authorities ........    $  124,266    $   649    $ (10,953)    $ (10,304)    $  113,962
States, municipalities and political subdivisions        36,517      2,260         (527)        1,733         38,250
Foreign governments .............................       139,951      2,651       (2,434)          217        140,168
Public utilities ................................       436,145     14,090      (19,454)       (5,364)       430,781
All other corporate bonds .......................       794,824     10,401      (56,808)      (46,407)       748,417
Mortgage-backed securities ......................       521,429      8,374      (53,072)      (44,698)       476,731
                                                     ----------    -------    ---------     ---------     ----------
Total fixed maturities classified as
     held-to-maturity ...........................    $2,053,132    $38,425    $(143,248)    $(104,823)    $1,948,309
                                                     ==========    =======    =========     =========     ==========
</TABLE>

         As discussed in Note 1, the Company adopted the provisions of FASB
         Statement 115 as of January 1, 1994. The net effect on stockholder's
         equity of the adoption of Statement 115 was an increase of $279,957,000
         as of January 1, 1994. The net increase was comprised of the following
         amounts: aggregate market value in excess of amortized cost of fixed
         maturities classified as available-for-sale of $458,471,000, less
         deferred policy acquisition costs valuation allowance of $27,768,000
         and deferred income taxes at 35% of $150,746,000.

                                       12
<PAGE>   60
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 (continued)

         The amortized cost and estimated market value of fixed maturities at
         December 31, 1995, by contractual maturity, are presented below.
         Expected maturities may differ from contractual maturities because
         certain borrowers have the right to call or prepay obligations with or
         without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                  Available-for-Sale             Held-to-Maturity
                                                  ------------------             ----------------
                                                              Estimated                     Estimated
                                               Amortized       Market        Amortized       Market
                                                 Cost          Value           Cost          Value
                                                 ----          -----           ----          -----
                                                                    (In Thousands)
<S>                                            <C>            <C>            <C>            <C>       
Due in one year or less ..................     $  138,616     $  138,892     $       --     $       --
Due after one year through five years ....      1,245,334      1,309,291          5,000          5,250
Due after five years through ten years ...      1,533,974      1,644,618         25,124         29,513
Due after ten years ......................      1,956,296      2,194,254      1,722,512      2,034,676
Mortgage-backed securities ...............      2,321,112      2,433,053        291,881        319,075
                                               ----------     ----------     ----------     ----------

   Total .................................     $7,195,332     $7,720,108     $2,044,517     $2,388,514
                                               ==========     ==========     ==========     ==========
</TABLE>

         At December 31, 1995 and 1994, the Company held below investment grade
         fixed maturities of $239 million and $174 million at amortized cost,
         respectively. The respective market values of these investments were
         approximately $240 million and $156 million. These holdings amounted to
         2.4% and 2.0% of the Company's investments in fixed maturities at
         market value at December 31, 1995 and 1994, respectively.

         The carrying value of investments in fixed maturities and mortgage
         loans that did not produce income during the year ended December 31,
         1995 is less than one percent of the total of such investments.

         Certain fixed maturity securities with an amortized cost of $4,578,000
         and $4,161,000 at December 31, 1995 and 1994, respectively, were on
         deposit with various regulatory authorities to meet requirements of
         insurance and financial codes.

         At December 31, 1995 and 1994, mortgage loans constituted approximately
         4.9% and 5.9% of total assets, respectively, and are secured by first
         mortgage liens on income-producing commercial real estate, primarily in
         the retail, industrial and office building sectors. The majority of the
         properties are located in the western United States, with 43% of the
         total in California. Individual loans generally do not exceed $5
         million. At December 31, 1995, less than 1% of the loans were
         non-performing.




                                       13
<PAGE>   61
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 (continued)

         The proceeds from sales of investment securities and related gains and
         losses for 1995 are as follows:

<TABLE>
<CAPTION>
                                                                        Year Ended December 31, 1995
                                                                        ----------------------------
                                                          Fixed Maturities    Fixed Maturities      Marketable
                                                         Available-for-Sale   Held-to-Maturity  Equity Securiities
                                                         ------------------   ----------------  ------------------
                                                                               (In Thousands)
<S>                                                      <C>                  <C>               <C>   
Proceeds from sales ...................................       $327,160               $--              $2,172
                                                              ========               ===              ======
                                                                                                      
Gross realized gains on sales .........................       $ 16,366               $--              $1,253
Gross realized losses on sales ........................         (4,336)               --                (282)
                                                              --------               ---              ------
                                                                                                      
   Realized gains on sales ............................         12,030                --                 971
                                                                                                      
Other (Including net gain on calls and redemptions) ...          7,833                --                  --
Writedowns (Including writedowns on                                                                   
    securities subsequently sold) .....................        (13,628)               --                  --
                                                              --------               ---              ------
                                                                                                      
Total realized gain ...................................       $  6,235               $--              $  971
                                                              ========               ===              ======
</TABLE>

         The proceeds from sales of investment securities and related gains and
         losses for 1994 are as follows:

<TABLE>
<CAPTION>
                                                                            Year Ended December 31, 1994
                                                                            ----------------------------
                                                            Fixed Maturities      Fixed Maturities      Marketable
                                                            Available-for-Sale    Held-to-Maturity  Equity Securiities
                                                            ------------------    ----------------  ------------------
                                                                                   (In Thousands)
<S>                                                         <C>                   <C>               <C>  
   Proceeds from sales ...................................      $250,227                 $--              $  65
                                                                ========                 ===              =====
                                                                                                         
   Gross realized gains on sales .........................      $ 12,994                 $--              $ 115
   Gross realized losses on sales ........................        (1,533)                 --               (224)
                                                                --------                 ---              -----
                                                                                                         
      Realized gains (losses) on sales ...................        11,461                  --               (109)
                                                                                                         
   Other (Including net gain on calls and redemptions) ...         2,475                  --                 --
   Writedowns (Including writedowns on                                                                   
       securities subsequently sold) .....................        (4,804)                 --                 --
                                                                --------                 ---              -----
                                                                                                         
   Total realized gain (loss) ............................      $  9,132                 $--              $(109)
                                                                ========                 ===              ===== 
</TABLE>




                                       14
<PAGE>   62
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 (continued)

         The proceeds from sales of investments in fixed maturities and related
         gains and losses for 1993 are as follows:

<TABLE>
<CAPTION>
                                                                         Year Ended
                                                                         December 31
                                                                            1993
                                                                            ----
                                                                       (In Thousands)
<S>                                                                    <C>     
Proceeds from sales .................................................    $675,044
                                                                         ========
                                                                         
Gross realized gains on sales .......................................    $ 75,895
Gross realized losses on sales ......................................     (20,653)
                                                                         --------
                                                                         
    Realized gains on sales .........................................      55,242
                                                                         
Other (Including net gain on calls and redemptions) .................      12,749
Writedowns (Including writedowns on securities subsequently sold) ...     (11,665)
                                                                         --------
                                                                         
Total realized gain .................................................    $ 56,326
                                                                         ========
</TABLE>

         The following summarizes the realized gains and losses, the changes in
         unrealized gains and losses, and applicable income taxes on all
         investments:

<TABLE>
<CAPTION>
                                                                      Year Ended December 31  
                                                                      ----------------------  
                                                                   1995        1994       1993
                                                                   ----        ----       ----
                                                                          (In Thousands)
<S>                                                             <C>         <C>         <C>        
Realized gains (losses):                                     
   Fixed maturities ........................................    $   6,235   $   9,132   $56,326
   Marketable equity securities ............................          971        (109)    2,063
   First mortgage loans on real estate .....................       (1,600)     (3,000)   (4,336)
   Real estate .............................................           70        (184)     (509)
   Short-term investments ..................................           --        (200)       --
                                                                ---------   ---------   -------
                                                                                        
         Realized gain before federal income taxes .........    $   5,676   $   5,639   $53,544
                                                                =========   =========   =======
                                                                                         
                                                             
<CAPTION>                                                    
                                                                      Year Ended December 31  
                                                                      ----------------------  
                                                                   1995        1994       1993
                                                                   ----        ----       ----
                                                                          (In Thousands)
<S>                                                             <C>         <C>         <C>        
Increase (decrease) in unrealized appreciation of:           
   Fixed maturities classified as available-for-sale .......    $ 726,046   $(201,270)  $    --
   Marketable equity securities ............................        3,971      (3,432)    1,291
   Deferred policy acquisition costs valuation allowance ...      (42,815)         --        --
   Applicable federal income tax (expense) benefit .........     (240,521)     71,645      (431)
                                                                ---------   ---------   -------
                                                                                          
   Net change in unrealized appreciation (depreciation) ....    $ 446,681   $(133,057)  $   860
                                                                =========   =========   =======
</TABLE>




                                       15
<PAGE>   63
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2 (continued)

         The following table summarizes the Company's allowance for credit
         losses on non-affiliated mortgage loans:

<TABLE>
<CAPTION>
                                                         Year Ended December 31
                                                         ----------------------
                                                         1995             1994
                                                         ----             ----
                                                            (In Thousands)
<S>                                                    <C>              <C>    
Allowance at beginning of year ...............         $ 9,511          $ 7,000
Provision for credit losses ..................           1,600            3,000
Recoveries ...................................              15               --
Loans charged off as uncollectible ...........          (1,493)            (489)
                                                       -------          -------

Allowance at end of year .....................         $ 9,633          $ 9,511
                                                       =======          =======
</TABLE>

         The 1995 allowance includes amounts determined under FAS 114 and FAS
         118 (specific reserves), as well as general reserve amounts. The total
         investment in impaired loans, as defined under FAS 114 and 118 and
         before any reserve for losses, is $5.7 million at December 31, 1995. A
         specific loan loss reserve has been established for each impaired loan,
         the total of which is $2.1 and is included in the overall allowance of
         $9.6 million at December 31, 1995.

3.       COMMITMENTS AND CONTINGENCIES

         The Company is obligated under a real estate lease with an affiliate,
         General America Corporation, which expires in 2010. The minimum annual
         rental commitments under this obligation are $2,274,000. At December
         31, 1995, unfunded mortgage loan commitments approximated $19,047,000.
         The Company had no other material commitments or contingencies at
         December 31, 1995.

4.       FINANCIAL INSTRUMENTS

         ESTIMATED FAIR VALUES. Fair value amounts have been determined using
         available market information and appropriate valuation methodologies.
         However, considerable judgment is required in developing the estimates
         of fair value. Accordingly, these estimates are not necessarily
         indicative of the amount that could be realized in a current market
         exchange. The use of different market assumptions and/or estimating
         methodologies may have a material effect on the estimated fair value
         amounts.

         Carrying value is a reasonable estimate of fair value for cash, policy
         loans, short-term investments, accounts receivable and other
         liabilities.




                                       16
<PAGE>   64
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 (continued)

         Fair value amounts for investments in fixed maturities and marketable
         equity securities are the same as market value. Market value generally
         represents quoted market prices for securities traded in the public
         market place or analytically determined values for securities not
         publicly traded.

         The fair values of mortgage loans have been estimated by discounting
         the projected cash flows using the current rate at which loans would be
         made to borrowers with similar credit ratings and for the same
         maturities.

         The fair value of investment contracts with defined maturities is
         estimated by discounting projected cash flows using rates that would be
         offered for similar contracts with the same remaining maturities. For
         investment contracts with no defined maturity, fair value is estimated
         to be the present surrender value. These investment contracts are
         included in Funds Held Under Deposit Contracts.

         Estimated fair values of financial instruments at December 31 are as
         follows:

<TABLE>
<CAPTION>
                                                         1995                          1994
                                                         ----                          ----
                                                Carrying      Estimated       Carrying      Estimated
                                                 Amount       Fair Value       Amount       Fair Value
                                                 ------       ----------       ------       ----------
                                                                   (In Thousands)
<S>                                            <C>            <C>            <C>            <C>       
Financial assets:
   Fixed maturities available-for-sale ...     $7,720,108     $7,720,108     $5,915,662     $5,915,662
   Fixed maturities held-to-maturity .....      2,044,517      2,388,514      2,053,132      1,948,309
   Marketable equity securities ..........         25,776         25,776         22,747         22,747
   Mortgage loans ........................        553,933        584,000        552,597        540,000

Financial liabilities:
   Funds held under deposit contracts ....      8,756,384      9,282,000      7,988,456      7,678,000
</TABLE>

         Other insurance-related financial instruments are exempt from fair
         value disclosure requirements.

         DERIVATIVE FINANCIAL INSTRUMENTS. The Company's investments in
         mortgage-backed securities of $2.8 billion and $2.2 billion at market
         at December 31, 1995 and 1994, respectively, are primarily residential
         collateralized mortgage obligations and pass-throughs ("CMOs"). CMOs,
         while technically defined as derivative instruments, are exempt from
         derivative disclosure requirements. The Company's investment in CMOs
         comprised of the riskier, highly-volatile type (e.g., interest only,
         inverse floaters, etc.) has been intentionally limited to only a small
         amount (i.e., less than 1% of total CMOs at both December 31, 1995 and
         1994).

         The Company does not enter into financial instruments for trading or
         speculative purposes. The Company's involvement in other
         investment-type derivatives is also, intentionally, of a very limited
         nature. Such derivatives include currency-linked bonds and fixed-rate
         loan commitments. Individually, and in the aggregate, these derivatives
         are not material and thus no additional disclosures are warranted.




                                       17
<PAGE>   65
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       POLICY AND CONTRACT LIABILITIES

         REINSURANCE. The Company protects itself from excessive losses by
         ceding reinsurance to other companies, using automatic and facultative
         treaties. Reinsurance contracts do not relieve the Company of its
         obligations to policyholders. A continuing liability exists in the
         event a reinsurance company is unable to meet its obligations to the
         Company. The financial condition of its reinsurers is evaluated by the
         Company to minimize its exposure to losses from reinsurer insolvencies.

         The balance sheet caption "Reinsurance Recoverables" is comprised of
         the following amounts:

<TABLE>
<CAPTION>

                                                              December 31
                                                              -----------
                                                          1995            1994
                                                          ----            ----
                                                             (In Thousands)
<S>                                                      <C>             <C>    
Unpaid losses and adjustment expense ...........         $   850         $   646
Paid claims ....................................             658             506
Life policy liabilities ........................          14,844          14,033
Other reinsurance recoverables .................             304             332
                                                         -------         -------

   Total reinsurance recoverables ..............         $16,656         $15,517
                                                         =======         =======
</TABLE>

         The effects of reinsurance on the premium and policy benefit amounts in
         the Statement of Consolidated Income are as follows:

<TABLE>
<CAPTION>
                                                 Year Ended December 31  
                                                 ----------------------  
                                         1995             1994            1993
                                         ----             ----            ----
                                                     (In Thousands)
<S>                                    <C>              <C>             <C>     
Reinsurance Ceded:

   Premiums ...................        $(10,385)        $(9,060)        $(9,576)
                                       ========         =======         ======= 

   Policy benefits ............        $ (6,344)        $(5,588)        $(7,441)
                                       ========         =======         ======= 


Reinsurance Assumed:

   Premiums ...................        $ (5,456)        $   327         $   544
                                       ========         =======         =======

   Policy benefits ............        $ (2,503)        $ 3,421         $ 3,474
                                       ========         =======         =======
</TABLE>

         In 1995, the Company sold a reinsurance assumed block of group disabled
         lives, involving disability income coverage, back to the ceding
         reinsurance pool. The ceding pool acquired the Company's $5.7 million
         disabled life claim reserve for a return-of-premium payment of $5.7
         million. The reinsurance assumed premiums and policy benefits shown
         above reflect this transaction.

         POLICY AND CONTRACT CLAIMS. Accident and health claim reserves, the
         majority of which are incurred and paid in full within a one-year
         period, amount to less than 1% of total policy and contract
         liabilities. Therefore, no additional disclosures are warranted.




                                       18
<PAGE>   66
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.       STATUTORY BASIS INFORMATION

         The Company and its subsidiaries are required to file annual statements
         with state regulatory authorities prepared on an accounting basis as
         prescribed or permitted by such authorities (statutory basis).
         Prescribed statutory accounting practices include state laws,
         regulations, and general administrative rules, as well as a variety of
         publications of the National Association of Insurance Commissioners
         (NAIC). Permitted statutory accounting practices encompass all
         accounting practices not so prescribed.

         Statutory net income differs from income reported in accordance with
         generally accepted accounting principles primarily because policy
         acquisition costs are expensed when incurred, reserves are based on
         different assumptions and income tax expense reflects only taxes paid
         or currently payable.

         Statutory net income and stockholder's equity, by company, are as
         follows:

<TABLE>
<CAPTION>
                                                                          Year Ended December 31  
                                                                          ----------------------  
                                                                      1995         1994         1993
                                                                      ----         ----         ----
                                                                              (In Thousands)
<S>                                                                 <C>          <C>          <C>     
Statutory Net Income:
   SAFECO Life Insurance Company ..............................     $101,456     $ 47,280     $ 17,724
   SAFECO National Life Insurance Company .....................        1,187        1,242        1,192
   First SAFECO National Life Insurance Company of New York ...          404          108          225
                                                                    --------     --------     --------

        Total .................................................     $103,047     $ 48,630     $ 19,141
                                                                    ========     ========     ========

<CAPTION>
                                                                               December 31  
                                                                               -----------  
                                                                      1995         1994         1993
                                                                      ----         ----         ----
                                                                              (In Thousands)
<S>                                                                 <C>          <C>          <C>     
Statutory Stockholder's Equity:
   SAFECO Life Insurance Company ..............................     $479,152     $391,328     $357,081
   SAFECO National Life Insurance Company .....................       15,522       15,849       16,228
   First SAFECO National Life Insurance Company of New York ...       10,009        9,644        9,569
                                                                    --------     --------     --------

        Total .................................................     $504,683     $416,821     $382,878
                                                                    ========     ========     ========
</TABLE>

         The Company has received written approval from the Washington State
         Insurance Department to treat certain loans (all made at market rates)
         to related SAFECO Corporation subsidiaries as admitted assets. The
         allowance of such loans has not materially enhanced surplus at December
         31, 1995.


7.       DIVIDEND RESTRICTIONS

         Insurance companies are restricted by certain states as to the amount
         of dividends they may pay within a given calendar year to their parent
         without regulatory consent. That restriction is the greater of
         statutory net gain from operations for the previous year or 10% of
         policyholder surplus at the close of the previous year, subject to a
         maximum limit equal to statutory earned surplus. The amount of retained
         earnings available for the payment of dividends to SAFECO Corporation
         without prior regulatory approval was $104,480,000 at December 31,
         1995.




                                       19
<PAGE>   67
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.       EMPLOYEE BENEFIT PLANS

         SAFECO Corporation and subsidiary companies (the Companies) administer
         defined contribution, defined benefit and profit sharing bonus plans
         covering substantially all employees. The defined contribution plans
         include profit sharing retirement plans and a savings plan. Benefits
         are earned under the defined benefit plan for each year of service
         after 1988, based on the employee's compensation level plus a
         stipulated rate of return on the benefit balance. It is SAFECO
         Corporation's policy to fund the defined benefit plan on a current
         basis to the full extent deductible under federal income tax
         regulations. The cost of these plans to the Company was $7,599,000,
         $6,329,000 and $7,962,000 for the years ended December 31, 1995, 1994
         and 1993, respectively.

         The Companies also provide certain healthcare and life insurance
         benefits ("other postretirement benefits") for retired employees.
         Substantially all employees may become eligible for these benefits if
         they reach retirement age while working for the Companies. The cost of
         these benefits is shared with the retiree.

         Effective January 1, 1993, the Company adopted FASB Statement 106,
         "Employers' Accounting for Postretirement Benefits Other Than
         Pensions." Under Statement 106, the Company accrues for other
         postretirement benefits during the years that employees provide
         services. Prior to adoption of Statement 106, other postretirement
         benefits were accounted for on a pay-as-you-go (cash) basis. The
         transition obligation (i.e., the accumulated postretirement benefit
         obligation) of $3,777,000 was recorded as a cumulative effect
         adjustment in the first quarter of 1993 which, net of tax, resulted in
         a reduction of net income of $2,493,000.

         Components of the net periodic other postretirement benefit cost are as
         follows:

<TABLE>
<CAPTION>
                                                                         Year Ended December 31  
                                                                         ----------------------  
                                                                        1995      1994      1993
                                                                        ----      ----      ----
                                                                             (In Thousands)
<S>                                                                     <C>       <C>       <C> 
Service cost - benefits earned during the period ..................     $114      $153      $151
Interest cost on accumulated postretirement benefit obligation ....      245       283       318
Actual return on plan assets ......................................      (16)        3        (4)
Net amortization and deferral .....................................      (61)       (7)        4
                                                                        ----      ----      ----

       Total                                                            $282      $432      $469
                                                                        ====      ====      ====
</TABLE>




                                       20
<PAGE>   68
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8 (continued)

         The following table summarizes the funded status of the plan:

<TABLE>
<CAPTION>
                                                                             December 31
                                                                           ---------------
                                                                           1995       1994
                                                                           ----       ---- 
                                                                           (In Thousands)
<S>                                                                       <C>        <C>   
Accumulated postretirement benefit obligation (APBO):
   Retirees .........................................................     $1,761     $1,332
   Fully eligible active plan participants ..........................        620        496
   Other active plan participants ...................................      1,929      1,245
                                                                          ------     ------ 

      Total APBO ....................................................      4,310      3,073

Less:  plan assets at fair value ....................................        133         91
                                                                          ------     ------ 

Funded status .......................................................      4,177      2,982

Unrecognized gain ...................................................        361      1,424
                                                                          ------     ------ 

Accrued postretirement benefit cost recorded on the balance sheet ...     $4,538     $4,406
                                                                          ======     ====== 
</TABLE>

         Other postretirement benefit cost is determined using actuarial
         assumptions at the beginning of the year. The funded status is
         determined using assumptions at the end of the year. The discount rate
         used was 7.5%, 8.5% and 7.5% at December 31, 1995, 1994 and 1993,
         respectively. The accumulated postretirement benefit obligation at
         December 31, 1995 was determined using a healthcare cost trend rate of
         11% for 1996, declining by 1% per year, starting in 1997, to 6% and
         remaining at that level thereafter. The trend rate for the years 1997
         to 2001 is 1% higher than the rate used for the prior year's valuation.
         A one percentage point increase in the assumed healthcare cost trend
         rate for each year would increase the accumulated other postretirement
         benefit obligation as of December 31, 1995 by $540,000 and the annual
         net periodic other postretirement benefit cost for the year then ended
         by $50,000.




                                       21
<PAGE>   69
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.       INCOME TAXES

         As of January 1, 1993, the Company adopted the liability method of
         accounting for income taxes pursuant to FASB Statement 109, "Accounting
         for Income Taxes." This accounting change was implemented through a
         cumulative effect adjustment which reduced the net deferred tax
         liability (and increased net income in the first quarter of 1993) by
         $9,092,000. Under the liability method, deferred tax assets and
         liabilities are determined based on the differences between their
         financial reporting and their tax bases and are measured using the
         enacted tax rates.

         Differences between income tax computed by applying the U.S. federal
         income tax rate of 35% to income before income taxes and the provision
         for federal income taxes are as follows:

<TABLE>
<CAPTION>
                                                                     Year Ended December 31
                                                                     ----------------------
                                                                  1995          1994          1993
                                                                  ----          ----          ----
                                                                         (In Thousands)
<S>                                                             <C>           <C>           <C>    
Computed "expected" tax expense ...........................     $48,631       $47,040       $61,399
Dividends received deduction ..............................         (44)          (64)          (52)
Tax exempt interest .......................................          (7)           (8)           (9)
Provision for settlement of prior years' tax obligation ...           0             0         2,000
Federal tax rate change ...................................           0             0         2,040
Other .....................................................        (550)          243            84
                                                                -------       -------       -------

   Income tax expense .....................................     $48,030       $47,211       $65,462
                                                                =======       =======       =======

Percent of income tax expense to income before tax ........        34.6%         35.1%         37.3%
                                                                =======       =======       =======
</TABLE>

         The tax effect of temporary differences which give rise to the deferred
         tax assets and deferred tax liabilities are as follows:

<TABLE>
<CAPTION>
                                                                                         December 31
                                                                                         -----------
                                                                                      1995         1994
                                                                                      ----         ----
                                                                                        (In Thousands)
<S>                                                                                 <C>          <C>      
Deferred tax assets:
   Discounted loss and adjustment expense reserves ............................     $  1,990     $   1,679
   Unearned premium reserves ..................................................        2,011         2,012
   Adjustment to life policy liabilities ......................................       30,209        20,444
   Capitalization of policy acquisition costs .................................       21,860        18,263
   Postretirement benefits ....................................................        1,588         1,542
   Realized capital gains .....................................................        9,348         5,422
   Guarantee fund assessments .................................................        3,680         3,250
   Unrealized depreciation of investment securities ...........................           --        68,028
   Other ......................................................................        1,414         1,343
                                                                                    --------     --------- 

      Total deferred tax assets ...............................................       72,100       121,983
                                                                                    --------     --------- 

Deferred tax liabilities:
   Deferred policy acquisition costs ..........................................       88,657        86,798
   Bond discount accrual ......................................................        5,905         4,133
   Unrealized appreciation of investment securities (Net of deferred policy
        acquisition costs valuation allowance: 1995-$14,985) ..................      172,493            --
   Other ......................................................................        1,537           823
                                                                                    --------     --------- 

      Total deferred tax liabilities ..........................................      268,592        91,754
                                                                                    --------     --------- 

      Net deferred tax liability (asset) ......................................     $196,492     $ (30,229)
                                                                                    ========     ========= 
</TABLE>




                                       22
<PAGE>   70
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9 (continued)

         The deferred federal income tax benefit of $13,800,000 for 1995
         represents the increase in the net deferred tax liability of
         $226,721,000 excluding the increase of $240,521,000 related to
         unrealized appreciation of investment securities which includes
         $14,985,000 related to the deferred policy acquisition costs valuation
         allowance.

         The deferred federal income tax benefit of $10,154,000 for 1994
         represents the decrease in the net deferred tax liability of
         $81,799,000 excluding a decrease of $71,645,000 related to unrealized
         depreciation of investment securities.

         The deferred federal income tax benefit of $26,135,000 for 1993
         represents a decrease in the net deferred federal income tax liability
         of $25,704,000 excluding an increase of $431,000 related to unrealized
         appreciation of marketable equity securities. The tax related to the
         increase in appreciation of marketable equity securities approximated
         $543,000 during 1993. Of that amount, $112,000, which related to the 1%
         increase in the federal income tax rate, was charged directly to income
         with the remainder charged directly to stockholder's equity.




                                       23
<PAGE>   71
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.      SEGMENT DATA

<TABLE>
<CAPTION>
                                                                      Year Ended December 31, 1995
                                                                      ----------------------------
                                                                  Financial      Employee
                                                                  Services       Benefits         Total
                                                                  --------       --------         -----
                                                                               (In Thousands)
<S>                                                              <C>            <C>            <C>        
Revenue:
   Premiums and Other (Including $29,029 of financial
      services revenue received from affiliates) ...........     $   45,284     $  203,349     $   248,633
   Identifiable Investment Income ..........................        450,655        256,570         707,225
   Investment Income Allocated .............................         44,043         26,232          70,275
   Identifiable Realized Gain (Loss) from Investments ......         16,020         (8,586)          7,434
   Realized Loss from Investments Allocated ................         (1,112)          (646)         (1,758)
                                                                 ----------     ----------     -----------

      Total Revenue ........................................     $  554,890     $  476,919     $ 1,031,809
                                                                 ==========     ==========     ===========

Income Before Income Taxes .................................     $   84,956     $   53,990     $   138,946
                                                                 ==========     ==========     ===========


<CAPTION>
                                                                             December 31, 1995
                                                                             -----------------
                                                                  Financial      Employee
                                                                  Services       Benefits         Total
                                                                  --------       --------         -----
                                                                               (In Thousands)
<S>                                                              <C>            <C>            <C>        
Identifiable Assets:
   Deferred Policy Acquisition Costs .......................     $  143,228     $   67,263     $   210,491
   Policy Loans ............................................         29,109         26,816          55,925
   Invested Assets .........................................      6,086,143      3,261,042       9,347,185
   Other ...................................................        155,358        327,863         483,221
Invested Assets Allocated ..................................        671,864        400,160       1,072,024
Other Assets Allocated .....................................         18,179         11,148          29,327
                                                                 ----------     ----------     -----------

      Total Assets .........................................     $7,103,881     $4,094,292     $11,198,173
                                                                 ==========     ==========     ===========


Amortization of Deferred Policy Acquisition Costs ..........     $   12,222     $   20,154     $    32,376
                                                                 ==========     ==========     ===========
</TABLE>

         A major portion of investment income, realized gains or losses and
         assets is specifically identifiable with an industry segment. The
         remainder of these amounts has been allocated in proportion to the
         investment income identified with each segment.




                                       24
<PAGE>   72
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10 (continued)

<TABLE>
<CAPTION>
                                                                      Year Ended December 31, 1994
                                                                      ----------------------------
                                                                  Financial      Employee
                                                                  Services       Benefits         Total
                                                                  --------       --------         -----
                                                                               (In Thousands)
<S>                                                              <C>            <C>            <C>        
Revenue:
   Premiums and Other (Including $27,955 of financial
      services revenue received from affiliates) ...........     $   42,805     $  219,919     $   262,724
   Identifiable Investment Income ..........................        395,127        245,909         641,036
   Investment Income Allocated .............................         39,909         24,725          64,634
   Identifiable Realized Gain from Investments .............          6,744          1,267           8,011
   Realized Loss from Investments Allocated ................         (1,463)          (909)         (2,372)
                                                                 ----------     ----------     -----------

      Total Revenue ........................................     $  483,122     $  490,911     $   974,033
                                                                 ==========     ==========     ===========

Income Before Income Taxes .................................     $   70,200     $   64,201     $   134,401
                                                                 ==========     ==========     ===========


<CAPTION>
                                                                             December 31, 1994
                                                                             -----------------
                                                                  Financial      Employee
                                                                  Services       Benefits         Total
                                                                  --------       --------         -----
                                                                               (In Thousands)
<S>                                                              <C>            <C>            <C>
Identifiable Assets:
   Deferred Policy Acquisition Costs .......................     $  151,614     $   95,576     $   247,190
   Policy Loans ............................................         28,467         24,862          53,329
   Invested Assets .........................................      4,859,921      2,874,141       7,734,062
   Other ...................................................        153,120        248,641         401,761
Invested Assets Allocated ..................................        542,890        336,343         879,233
Other Assets Allocated .....................................           (880)          (569)         (1,449)
                                                                 ----------     ----------     -----------

      Total Assets .........................................     $5,735,132     $3,578,994     $ 9,314,126
                                                                 ==========     ==========     ===========


Amortization of Deferred Policy Acquisition Costs ..........     $    9,914     $   19,493     $    29,407
                                                                 ==========     ==========     ===========
</TABLE>

         A major portion of investment income, realized gains or losses and
         assets is specifically identifiable with an industry segment. The
         remainder of these amounts has been allocated in proportion to the
         investment income identified with each segment.




                                       25
<PAGE>   73
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10 (continued)

<TABLE>
<CAPTION>
                                                                      Year Ended December 31, 1993
                                                                      ----------------------------
                                                                  Financial      Employee
                                                                  Services       Benefits         Total
                                                                  --------       --------         -----
                                                                               (In Thousands)
<S>                                                              <C>            <C>            <C>        
Revenue:
   Premiums and Other (Including $23,195 of financial
      services revenue received from affiliates) ...........     $   40,000     $  251,478     $   291,478
   Identifiable Investment Income ..........................        352,076        251,740         603,816
   Investment Income Allocated .............................         38,408         25,498          63,906
   Identifiable Realized Gain (Loss) from Investments ......         64,442         (6,567)         57,875
   Realized Loss from Investments Allocated ................         (2,956)        (1,375)         (4,331)
                                                                 ----------     ----------     -----------

      Total Revenue ........................................     $  491,970     $  520,774     $ 1,012,744
                                                                 ==========     ==========     ===========

Income Before Income Taxes .................................     $  117,287     $   58,140     $   175,427
                                                                 ==========     ==========     ===========

<CAPTION>
                                                                             December 31, 1993
                                                                             -----------------
                                                                  Financial      Employee
                                                                  Services       Benefits         Total
                                                                  --------       --------         -----
                                                                               (In Thousands)
<S>                                                              <C>            <C>            <C>
Identifiable Assets:
   Deferred Policy Acquisition Costs .......................     $  137,479     $   96,721     $   234,200
   Policy Loans ............................................         26,181         24,307          50,488
   Invested Assets .........................................      4,253,688      2,906,514       7,160,202
   Other ...................................................         98,972        159,396         258,368
Invested Assets Allocated ..................................        513,921        342,861         856,782
Other Assets Allocated .....................................         21,160         13,185          34,345
                                                                 ----------     ----------     -----------

      Total Assets .........................................     $5,051,401     $3,542,984     $ 8,594,385
                                                                 ==========     ==========     ===========   

Amortization of Deferred Policy Acquisition Costs ..........     $    7,395     $   18,955     $    26,350
                                                                 ==========     ==========     ===========   
</TABLE>

         A major portion of investment income, realized gains or losses and
         assets is specifically identifiable with an industry segment. The
         remainder of these amounts has been allocated in proportion to the
         investment income identified with each segment.



                                       26
<PAGE>   74
                       SAFECO RESOURCE VARIABLE ACCOUNT B
                                     PART C
                                OTHER INFORMATION


ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

a.   FINANCIAL STATEMENTS The following audited financial statements of the
     Registrant and of SAFECO Life Insurance Company are included in the
     Statement of Additional Information of this Registration Statement:

     REGISTRANT.
       Statements of Assets and Liabilities as of December 31, 1995
       Statements of Operations for the Year ended December 31, 1995
       Statements of Changes in Net Assets for the Years ended
         December 31, 1995 and 1994.
       Notes to Financial Statements (including accumulation unit data).

     SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES:
       Consolidated Balance Sheets as of December 31, 1995 and 1994.
       Statement of Consolidated Income for the years ended December 31, 1995, 
         1994 and 1993. 
       Statement of Changes in Stockholder's Equity for the years ended December
         31, 1995, 1994 and 1993.
       Statement of Consolidated Cash Flows for the years ended December 31, 
         1995, 1994 and 1993.
       Notes to Consolidated Financial Statements.

b.   EXHIBITS

<TABLE>
<CAPTION>
  Exhibit Number          Description of Document                                      Page
  --------------          -----------------------                                      ----
<S>                       <C>                                                          <C>
      1.                  Resolution of Board of Directors of SAFECO 
                          authorizing the establishment of the Separate Account.        *

      2.                  Not Applicable

      3.(i)               Form of Principal Underwriter's
                          Agreement                                                     **
        (ii)              Selling Agreement                                             ***

      4.                  Group Variable Annuity Contract

      5.(i)               Master Application for Annuity Contract
        (ii)              Application for Participation

      6.(i)               Copy of Articles of Incorporation of SAFECO                   *
        (ii)              Copy of the Bylaws of SAFECO                                  *

      7.                  Not Applicable

      8.(i)               Fund Participation Agreement                                  ***
        (ii)              Reimbursement Agreement                                       ***
        (iii)             Participating Contract and Policy Agreement                   ***

      9.                  Opinion and Consent of Counsel
</TABLE>
<PAGE>   75
<TABLE>
<S>                       <C>                                                          <C>
      10.                 Consent of Independent Auditors

      12.                 Agreement Governing Contribution

      13.                 Calculation of Performance Information                        ****

      14.                 Power of Attorney                                             **

      15.                 Representation of Counsel
</TABLE>

      

      *      Incorporated by reference to Post-Effective Amendment of SAFECO
             Separate Account C filed with the SEC on June 16, 1995 (File No.
             33-60331).

      **     Incorporated by reference to Post-Effective Amendment of SAFECO
             Resource Variable Account B filed with the SEC on December 29, 1995
             (File No. 33-69600).

      ***    Incorporated by reference to Post-Effective Amendment of SAFECO
             Separate Account C filed with the SEC on December 29, 1995 (File
             No. 33-69712).

      ****   Incorporated by reference to Post-Effective Amendment of SAFECO
             Separate Account C filed with the SEC on April 29, 1996 (File No.
             33-69712).


ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

Set forth below is a list of each director and officer of SAFECO Life Insurance
Company ("SAFECO") who is engaged in activities relating to SAFECO Resource
Variable Account B or the variable annuity contracts offered through SAFECO
Resource Variable Account B. Unless otherwise indicated the principal business
address of all officers or directors listed is 15411 N. E. 51st Street, Redmond,
Washington 98052.

     Name                               Position with SAFECO

*    Roger H. Eigsti                    Director, Chairman of the Board

     Richard E. Zunker                  Director and President

*    Boh A. Dickey                      Director and Executive Vice President

     John P. Fenlason                   Senior Vice President

     Roger F. Harbin                    Senior Vice President

*    Rod A. Pierson                     Director, Senior Vice President
                                        and Secretary

*    Donald S. Chapman                  Director

*    Dan D. McLean                      Director

*    James W. Ruddy                     Director

*    Robert W. Swegle                   Director
<PAGE>   76
     F. Gregory Clarke                  Vice President

     James T. Flynn                     Vice President, Controller
                                        and Assistant Secretary

     Michael H. Kinzer                  Vice President and Chief Actuary

*    Ron L. Spaulding                   Director, Vice President

*    Michael C. Knebel                  Vice President and Treasurer

     William C. Huff                    Actuary

     George C. Pagos                    Associate General Counsel, Vice 
                                        President and Assistant Secretary

* The principal business address of these officers and directors is SAFECO
Plaza, Seattle, Washington 98185.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

SAFECO Life Insurance Company ("SAFECO") established SAFECO Resource Variable
Account B ("Registrant") by resolution of its Board of Directors pursuant to
Washington law. SAFECO is a wholly-owned subsidiary of SAFECO Corporation, which
is a publicly-owned company. Both companies were organized under Washington law.
SAFECO Corporation, a Washington corporation, owns 100% of the following
Washington corporations: SAFECO Insurance Company of America, General Insurance
Company of America, First National Insurance Company of America, SAFECO Life
Insurance Company of America, SAFECO Assigned Benefits Service Company, SAFECO
Administrative Services, Inc., SAFECO Properties Inc., SAFECO Credit Company,
Inc., SAFECO Asset Management Company, SAFECO Securities, Inc., SAFECO Services
Corporation, SAFECO Trust Company and General America Corporation. SAFECO
Corporation owns 100% of SAFECO National Insurance Company, a Missouri
corporation, and SAFECO Insurance Company of Illinois, an Illinois corporation.
SAFECO Corporation owns 20% of Agena, Inc., a Washington corporation. SAFECO
Insurance Company of America owns 100% of SAFECO Management Corp., a New York
corporation, and SAFECO Surplus Lines Insurance Company, a Washington
corporation. SAFECO Life Insurance Company owns 100% of SAFECO National Life
Insurance Company, a Washington corporation, and First SAFECO National Life
Insurance Company of New York, a New York corporation. SAFECO Administrative
Services, Inc. owns 100% of Employee Benefit Claims of Wisconsin, Inc. and
Wisconsin Pension and Group Services, Inc., each a Wisconsin corporation.
General America Corporation owns 100% of COMAV Managers, Inc., an Illinois
corporation, F.B. Beattie & Co., Inc., a Washington corporation, General America
Corp. of Texas, a Texas corporation, Talbot Financial Corporation, a Washington
corporation and SAFECO Select Insurance Services, Inc., a California
corporation. F.B. Beattie & Co., Inc. owns 100% of F.B. Beattie Insurance
Services, Inc., a California corporation. General America Corp. of Texas is
Attorney-in-fact for SAFECO Lloyds Insurance Company, a Texas corporation.
Talbot Financial Corporation owns 100% of Talbot Agency, Inc., a New Mexico
corporation. Talbot Agency , Inc. owns 100% of PNMR Securities, Inc., a
Washington corporation. SAFECO Properties Inc. owns 100% of the following, each
a Washington corporation: RIA Development, Inc., SAFECARE Company, Inc. and
Winmar Company, Inc. SAFECARE Company, Inc. owns 100% of the following, each a
Washington corporation: S.C. Bellevue, Inc., S.C. Everett, Inc., S.C.
Marysville, Inc., S.C. Simi Valley, Inc. and S.C. Vancouver, Inc. SAFECARE
Company, Inc. owns 50% of Lifeguard Ventures, Inc., a California corporation.
S.C. Simi Valley, Inc. owns 100% of Simi Valley Hospital, Inc., a Washington
corporation. Winmar Company, Inc. owns 50% of C-W Properties, Inc., a Washington
corporation. Winmar Company, Inc. owns 100% of the following: Barton Street
Corp., Gem State Investors, Inc., Kitsap Mall, Inc. WNY Development, Inc.,
Winmar Cascade, Inc., Winmar Metro, Inc., Winmar Northwest, Inc., Winmar
Redmond, Inc. and Winmar of Kitsap, Inc., each a Washington corporation, and
Capitol Court Corp., a Wisconsin corporation, SAFECO Properties of Boise, Inc.,
an Idaho corporation, SCIT, Inc., a Massachusetts corporation, Valley Fair
Shopping Centers, Inc., a Delaware 
<PAGE>   77
corporation, WDI Golf Club, Inc., a California corporation, Winmar Oregon, Inc.,
an Oregon corporation, Winmar of Texas, Inc., a Texas corporation, Winmar of
Wisconsin, Inc., a Wisconsin corporation, and Winmar of the Desert, Inc., a
California corporation. Winmar Oregon, Inc. owns 100% of the following, each an
Oregon corporation: North Coast Management, Inc., Pacific Surfside Corp., Winmar
of Jantzen Beach, Inc. and W-P Development, Inc., and 100% of the following,
each a Washington corporation: Washington Square, Inc. and Winmar Pacific, Inc.

No person is directly or indirectly controlled by Registrant.

ITEM 27. NUMBER OF CONTRACT OWNERS

At March 31, 1996, there were 1,154 Contract Owners and 9,604
Certificate-Holders of the Registrant.

ITEM 28. INDEMNIFICATION

Under its Bylaws, SAFECO, to the full extent permitted by the Washington
Business Corporation Act, shall indemnify any person who was or is a party to
any proceeding (whether brought by or in the right of SAFECO or otherwise) by
reason of the fact that he or she is or was a director of SAFECO, or, while a
director of SAFECO, is or was serving at the request of SAFECO as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, other enterprise, or employee
benefit plan, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by him or her in connection with such proceeding.

SAFECO shall extend such indemnification as is provided to directors above to
any person, not a director of SAFECO, who is or was an officer of SAFECO or is
or was serving at the request of SAFECO as a director, officer, partner,
trustee, or agent of another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan. In addition, the
Board of Directors of SAFECO may, by resolution, extend such further
indemnification to an officer or such other person as may to it seem fair and
reasonable in view of all relevant circumstances.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of SAFECO
pursuant to such provisions of the bylaws or statutes or otherwise, SAFECO has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by SAFECO of expenses incurred or paid
by a director, officer or controlling person of SAFECO in the successful defense
of any such action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the Contracts issued by the Separate
Account, SAFECO will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in said Act and will be governed by the final adjudication of such
issue.

ITEM 29. PRINCIPAL UNDERWRITERS

     a. SAFECO Securities, Inc., the principal underwriter for the Contracts,
also acts as the principal underwriter for SAFECO's Individual Flexible Premium
Variable Life Insurance Policies and Group Variable Annuity Contracts.
<PAGE>   78
     b. The following information is provided for each principal officer and
director of the principal underwriter:

<TABLE>
<CAPTION>
     Name and Principal Business Address*    Positions and Offices with Underwriter
     ------------------------------------    --------------------------------------
<S>                                          <C>
     Rod A. Pierson                          Director
     Ronald Spaulding                        Director
     David F. Hill                           Director, President and Secretary
     Neal A. Fuller                          Vice President Controller, Treasurer,
                                             Financial Principal and Assistant Secretary
</TABLE>

     *The business address for all individuals listed is SAFECO Plaza, Seattle,
Washington 98185.

     c. During the fiscal year ended December 31, 1995, PNMR Securities, Inc.,
through SAFECO Securities, Inc., received $2,318,815 in commissions for the
distribution of certain annuity contracts sold in connection with Registrant of
which no payments were retained. PNMR did not receive any other compensation in
connection with the sale of Registrant's contracts.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

SAFECO Life Insurance Company at 15411 N.E. 51st Street, Redmond, Washington
98052, and/or SAFECO Asset Management Company at SAFECO Plaza, Seattle,
Washington, 98185, maintain physical possession of the accounts, books or
documents of the Separate Account required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the rules promulgated thereunder.

ITEM 31. MANAGEMENT SERVICES

Not Applicable

ITEM 32. UNDERTAKINGS

1.   Registrant hereby represents that it is relying upon a No Action-Letter
     issued to the American Council of Life Insurance dated November 28, 1988
     (Commission ref. IP-6-88) and that the following provisions have been
     complied with:

     a.   Include appropriate disclosure regarding the redemption restrictions
          imposed by Section 403(b)(11) in each registration statement,
          including the prospectus, used in connection with the offer of the
          contract;

     b.   Include appropriate disclosure regarding the redemption restrictions
          imposed by Section 403(b)(11) in any sales literature used in
          connection with the offer of the contract;

     c.   Instruct sales representatives who solicit participants to purchase
          the contract specifically to bring the redemption restrictions imposed
          by Section 403(b)(11) to the attention of the potential participants;

     d.   Obtain from each plan participant who purchases a Section 403(b)
          annuity contract, prior to or at the time of such purchase, a signed
          statement acknowledging the participant's understanding of (1) the
          restrictions on redemption imposed by Section 403(b)(11), and (2)
          other investment alternatives available under the employer's Section
          403(b) arrangement to which the participant may elect to transfer his
          contract value.

2.   In connection with the offer of Registrant's Contracts to Participants in
     the Texas Optional Retirement Program, Registrant represents it is relying
     upon Rule 6c-7 under the Investment Company Act of 1940 and that
     subparagraphs (a)-(d) of Rule 6c-7 have been complied with as of the
     effective date of Registrant's Post-Effective Amendment No. 6.
<PAGE>   79
                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
amended Registration Statement to be signed on its behalf, in the City of
Seattle, and State of Washington on this 29th day of April, 1996.

                                         SAFECO Resource Variable Account B
                                         ----------------------------------
                                                     Registrant

                                     By: SAFECO Life Insurance Company
                                         -----------------------------
                                     By: /s/ RICHARD E. ZUNKER
                                         ----------------------------
                                         Richard E. Zunker, President

                                           SAFECO Life Insurance Company
                                           -----------------------------
                                                     Depositor

                                     By: /s/ RICHARD E. ZUNKER
                                         ----------------------------
                                         Richard E. Zunker, President

As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the date indicated.

Name                          Title                              Date
- ----                          -----                              ----

DONALD S. CHAPMAN*            Director
- ---------------------
Donald S. Chapman

DAN D. MC LEAN*               Director
- ---------------------
Dan D. Mc Lean

/s/ BOH A. DICKEY             Director and
- ---------------------         Executive Vice President
Boh A. Dickey        

R.H. EIGSTI*                  Director and Chairman
- ---------------------
R. H. Eigsti
                     
JAMES T. FLYNN*               Vice President and Controller
- ---------------------         (Principal Accounting
James T. Flynn                Officer)
<PAGE>   80
RONALD SPAULDING              Director and Vice
- ---------------------         President
Ronald Spaulding     

ROD A. PIERSON*               Director, Senior Vice
- ---------------------         President and Secretary
Rod A.Pierson        

JAMES W. RUDDY*               Director
- ---------------------
James W. Ruddy

ROBERT SWEGLE*                Director
- ---------------------
Robert Swegle
                     
/s/ RICHARD E. ZUNKER         Director and President
- ---------------------         (Principal Executive
Richard E. Zunker             Officer)

                                           *By: /s/ BOH A. DICKEY
                                                -----------------
                                                Boh A. Dickey
                                                Attorney-in-Fact

                                           *By: /s/ RICHARD E. ZUNKER
                                                ---------------------
                                                Richard E. Zunker
                                                Attorney-in-Fact
<PAGE>   81
                       SAFECO RESOURCE VARIABLE ACCOUNT B

                                    FORM N-4

                                  EXHIBIT INDEX

Exhibit Number               Description of Document

     4(i)                    Group Variable Annuity Contract

     4(ii)                   Endorsements

     5(i)                    Master Application for Annuity Contract

     5(ii)                   Application for Participation

       9                     Opinion and Consent of Counsel

      10                     Consent of Independent Auditors

      12                     Agreement Governing Contribution

      15                     Representation of Counsel


<PAGE>   1
                                                                    EXHIBIT 4(i)


[LOGO] SAFECO(R)
       LIFE INSURANCE


             MAILING ADDRESS: SAFECO LIFE INSURANCE COMPANY, PENSION DEPARTMENT
                              P.O. BOX 34690, SEATTLE, WA 98124-1690

             STREET ADDRESS:  SAFECO LIFE INSURANCE COMPANY, PENSION DEPARTMENT
                              15411 N.E. 51ST STREET, REDMOND, WASHINGTON 98052

===============================================================================

                       SAFECO RESOURCE VARIABLE ACCOUNT B

                   ALLOCATED GROUP VARIABLE ANNUITY CONTRACT

SAFECO Life Insurance Company, a stock company with its Home Office in Redmond,
Washington, ("SAFECO"), in consideration of the application for this Contract
by the Employer named on the Contract Data page, and of the payment of the
Purchase Payments as provided herein, agrees to provide a variable annuity in
accordance with the Contract provisions.












In Witness Whereof, SAFECO Life Insurance Company has caused this Contract to be
executed and attested as of the Issue Date, at its Home Office in the City of
Redmond, Washington.



         /s/ R. A. Pierson                              /s/ R.E. Zunker
            R.A. Pierson                                  R.E. Zunker
  Sr. Vice President and Secretary                         President


ALLOCATED GROUP VARIABLE ANNUITY CONTRACT

VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE INVESTMENT EXPERIENCE OF A
SEPARATE ACCOUNT AND ARE THEREFORE VARIABLE AND NOT GUARANTEED.

===============================================================================

                                                                     RESOURCE B
                                 (R) Registered Trademark of SAFECO Corporation
                           (TM)Systematic Withdrawal Income Plan is a trademark
LPC-92 R2 5/93                                 of SAFECO Life Insurance Company


<PAGE>   2
<TABLE>
<CAPTION>
SECTION A                            DEFINITIONS

<S>  <C>                             <C>
A1   Accumulation Unit:              An accounting unit of measure used to calculate Contract Values prior to the Annuity Date.

A2   Administration Charge:          The amount paid to compensate SAFECO for its expense in administrating the Contract.

A3   Annuity:                        Any series of payments payable in accordance with this Contract starting on the Annuity Date.

A4   Annuity Date:                   The date on which Annuity payments are to commence as specified in each Certificate.

A5   Annuity Purchase Agreement:     An agreement between a Participant and Employer under the terms of which  Employer is
                                     authorized and agrees to make certain Purchase Payments on a Participant's behalf to be
                                     applied toward the purchase of an Annuity for such Participant. Such agreement shall provide
                                     for the purchase of an Annuity which qualifies for tax deferral under Sections 401(k), 403(b),
                                     or 457 of the Internal Revenue Code of 1986.

A6   Annuity Unit:                   An accounting unit of measure used to calculate annuity payments after the Annuity Date.

A7   Application for Participation:  The document by which an Employee applies to participate under this Contract.

A8   Beneficiary:                    The person(s) entitled to receive benefits under the Contract upon the death of a Participant.

A9   Certificate:                    The Allocated Group Variable Annuity Certificate issued to each Participant which includes all
                                     provisions of this Contract and which evidences a Participant's interest in this Contract.

A10  Certificate Anniversary:        The same day and month of the Effective Date of each Certificate in subsequent years.

A11  Certificate Effective Date:     The earlier of the date the initial Purchase Payment is invested for a specific Participant,
                                     or the Participant's Certificate Year under SAFECO's Qualified Pension Annuity Series III
                                     or IV.

A12  Certificate Issue Date:         The date on which the initial Purchase Payment is invested for a specific Participant and
                                     Certificate is issued to a Participant pursuant to this Contract.

A13  Certificate Year:               The twelve-month period which commences on the Effective Date of each Certificate and,
                                     thereafter, from each Certificate Anniversary.

A14  Contract:                       This Allocated Group Variable Contract by and between SAFECO and Employer.

A15  Contract Issue Date:            The date the Contract is issued and stated as such on the Contract face page.

A16  Contract Value:                 The sum of the value of all Accumulation Units attributable to the Contract.

A17  Contract Year:                  The twelve-month period starting on the Issue Date of this Contract and, thereafter, on each
                                     anniversary of such date.

A18  Employee:                       Any person presently or in the future employed by Employer.

A19  Net Investment Factor:          A factor used in the calculation of the Accumulation Unit Value and the Annuity Unit Value.
                                     The calculation of the Net Investment Factor is described in F3.

A20  Net Purchase Payments:          Purchase Payments less premium taxes and applicable Administration Charges.

A21  Participant:                    Any employee of Employer who has executed an Application for Participation which has been
                                     accepted by SAFECO.

A22  Participant's                   The account established on behalf of each Participant which reflects the Participant's
     Accumulation                    interest in the Contract.
     Account:
</TABLE>

                                       -1-
<PAGE>   3
<TABLE>
<CAPTION>
<S>  <C>                             <C>
A23  Plan:                           A Plan qualified under Sections 403(b), 401(k), or 457 of the Internal Revenue Code.

A24  Purchase Payments:              Payments made to purchase Accumulation Units for a Participant's Accumulation Account.

A25  Separate Account:               The separate investment account of SAFECO on the Contract Data Page into which Net Purchase 
                                     Payments will be allocated. The Separate Account is divided into Sub-Accounts.

A26  SAFECO:                         SAFECO Life Insurance Company.

A27  Withdrawal:                     Any deduction of Accumulation Units from a Participant's Accumulation Account.
</TABLE>

<TABLE>
<CAPTION>
SECTION B                            GENERAL PROVISIONS
<S>  <C>                             <C>
B1   Entire Contract:                The entire Contract consists of this Contract and the Application, a copy of which is
                                     attached.

B2   Plan Provisions:                This Contract is subject to the terms of any Plan under which it is issued.

B3   Modification of                 This Contract may not be modified by SAFECO without the consent of the Employer except as may
     Contract:                       be required by applicable law.

B4   Communications:                 All communications to Employer, to SAFECO or to a Participant shall be in writing. If to
                                     Employer, such communication shall be addressed to it at its principal office. If to SAFECO,
                                     such communication shall be addressed to SAFECO at its Home Office at 15411 N.E. 51st Street,
                                     Redmond, Washington 98052. If to a Participant, such communication shall be addressed to the
                                     Participant at the last known address on file with SAFECO. With respect to communications to
                                     be "received by SAFECO" or language of similar import with respect to receipt by SAFECO of a
                                     communication, such language means receipt at SAFECO's Home Office.

B5   Place and Form                  All Purchase Payments to SAFECO under this Contract shall be payable at 15411 N.E. 51st
     of Payment:                     Street, Redmond, Washington 98052.

                                     All amounts to be paid under this Contract, either payable to or by SAFECO, shall be in lawful
                                     money of the United States of America.

B6   Essential Data:                 Employer shall furnish to SAFECO the names of all Participants under this Contract, together
                                     with whatever information SAFECO requires to determine the status of any Participant, and
                                     any other information necessary for the administration of this Contract.

B7   Non-Participation               This Contract will not share in any distribution of profits, losses or surplus of SAFECO.
     In Surplus:

B8   Misstatement                    SAFECO may require proof of the age of any Participant before making any life Annuity payment
     of Age:                         provided for by this Contract. If the age of any Participant has been misstated, the amount
                                     payable will be the amount that the value of the Participant's Accumulation Account would have
                                     provided at the correct age. Once monthly life income payments have begun, any underpayments
                                     will be made up in one sum with the next Annuity payment; overpayments will be deducted from
                                     future Annuity payments until the total is repaid.

B9   Contract                        Unless otherwise designated in writing by SAFECO, all sums payable under this Contract are
     Settlement:                     payable at SAFECO's Home Office. This Contract must be returned to SAFECO upon any settlement.

B10  Reports:                        SAFECO will furnish each Participant with a report showing the value of such Participant's
                                     Accumulation Account at least once each calendar year.

B11  Evidence of Survival:           Where any benefits under this Contract are contingent upon the Participant being alive on a
                                     given date, SAFECO may require, as a prior condition of payment of any such benefit, evidence
                                     satisfactory to it that such condition has been met.
</TABLE>

                                       -2-
<PAGE>   4
<TABLE>
<S>  <C>                             <C>
B12  Substitute Payee:               If any person is, in the judgment of SAFECO, incapable of personally receiving and giving a
                                     valid receipt for any payment due under this Contract, SAFECO may, unless and until claim
                                     shall have been made by a duly appointed guardian or committee of such person, make such
                                     payment or any part thereof to any other person or institution then, in the judgment of SAFECO,
                                     contributing toward or providing for the care and maintenance of such person, and such payment
                                     shall completely discharge the liability of SAFECO with respect to the amount so paid.

B13  Certificates:                   SAFECO will issue a Certificate to each Participant eligible according to this Contract and
                                     for each account established under this Contract. A Certificate under this Contract shall not
                                     be issued and an Accumulation Account shall not be established on behalf of a Participant who
                                     is over 75 years of age on the Certificate Issue Date. Each Certificate will state in substance
                                     the provisions of this Contract and the benefits to which such Participant is entitled and that
                                     Participant shall have no rights under this Contract until, and only to the extent that,
                                     Purchase Payments on Participant's behalf are received by SAFECO.

B14  Nonforfeitability:              Where this Contract is issued pursuant to a Plan qualified under Section 403(b) of the Internal
                                     Revenue Code, the Participant's entire interest in this Contract is nonforfeitable.

B15  Non-Assignment                  To the extent permitted by law, the benefits or payments under this Contract shall not be
     of Benefits:                    assignable or otherwise transferable, nor subject to commutation, encumbrance or alienation
                                     and shall not be subject to any claim of any creditor or to any legal process by any creditor.

B16  Withdrawal                      All Withdrawals are subject to the Plan under which this Contract is issued and the
     Restrictions:                   requirements of the Internal Revenue Code.
</TABLE>

<TABLE>
<CAPTION>
SECTION C                            BENEFICIARY DESIGNATION
<S>  <C>                             <C>
     Change of                       Any Participant may change the named Beneficiary at any time. Any such change must be made
     Beneficiary:                    in writing on a form acceptable to SAFECO. If Participant is married and designates a
                                     Beneficiary other than such person's spouse, such form shall also require the signature of the
                                     spouse. The change will take effect as of the date such form is signed by the Participant and,
                                     if necessary, such person's spouse, but SAFECO shall not be liable for any payment made or
                                     action taken before it records the change.
</TABLE>

<TABLE>
<CAPTION>
SECTION D                            DISTRIBUTION REQUIREMENTS
<S>   <C>                            <C>
D1    Distribution                   All Settlement Options under H4 shall distribute the Participant's Accumulation Account
      Requirements:                  pursuant to the Plan and the minimum distribution rules in Section 401(a)(9) of the Internal
                                     Revenue Code.

                                     (a) Required Beginning Date: Minimum distributions must begin by the Participant's Required
                                         Beginning Date defined as April 1st following the year the Participant reaches age 70 1/2.

                                         (i)  For a Participant who is not a more than 5% owner and was born prior to July 1, 1917,
                                              the Required Beginning Date is April 1st following the calendar year in which the
                                              Participant retires.

                                         (ii) For a Participant in a governmental or church Plan, the Required Beginning Date is
                                              April 1st of the calendar year following the later of age 70 1/2 or retirement.

                                     (b) Participant's Death Prior to Commencement of Required Distributions: If the Participant
                                         dies before distribution commences, the Accumulation Account must be distributed according
                                         to one of the following options

                                         (i)  The entire Accumulation Account remaining must be distributed by December 31st of the
                                              year which contains the fifth anniversary of the Participant's death, or
</TABLE>

                                       -3-
<PAGE>   5
<TABLE>
<S>   <C>                            <C>
                                         (ii) Over a designated Beneficiary's life expectancy. Under this option a non-spouse must
                                              begin distributions by December 31st of the year following the year of the
                                              Participant's death. A surviving spouse may wait to begin payments until the year
                                              the Participant would have reached age 70 1/2 if that date is later than the year
                                              following the date of death.

                                     (c) Participant's Death On or After Commencement of Required Distributions: If the Participant
                                         dies on or after the date distributions have commenced, payment to the designated
                                         Beneficiary must continue at least as rapidly as the method in effect prior to the
                                         Participant's death.

D2  Death Benefit                    If the Participant dies before required distributions commence, or on or after the date
    Guarantee:                       distributions have already commenced to the Participant pursuant to Option 4, the Systematic
                                     Withdrawal Income Plan(TM), the amount of the payment made after the Participant's death will
                                     be the greater of Net Purchase Payments less any prior Withdrawals or the value of the
                                     Participant's Accumulation Account determined as of the next Valuation Period following the
                                     date both proof of death and an election for a single sum payment or Settlement Option is
                                     received by SAFECO. If a single sum settlement is elected, payment will be made within seven
                                     business days of receipt of such election and proof of death. Election must be made by the
                                     Beneficiary during the sixty (60) day period commencing with date of receipt by SAFECO of
                                     notification of death. If no election is made within such sixty (60) day period, then a single
                                     sum settlement will be paid to the Beneficiary.
</TABLE>

<TABLE>
<CAPTION>
SECTION E                            PURCHASE PAYMENTS
<S> <C>                              <C>
E1  Terms of Employer's              Employer shall make periodic Purchase Payments on behalf of Participants as required under
    Purchase Payments:               the Annuity Purchase Agreements. Employer shall specify for such Purchase Payments the amount
                                     to be allocated to each Participant. The amount allocated to any Participant shall be
                                     considered to be a Purchase Payment made on such Participant's behalf.

E2  Amount of                        The minimum Purchase Payment is $30 per Participant per any Sub-Account.
    Purchase Payment:

E3  Acceptance of                    All Purchase Payments are subject to approval and acceptance by SAFECO. Applicable legal
    Purchase Payment:                standards govern the purchase of Accumulation Units.

E4  Termination of                   If an Employee's employment with Employer is terminated, the Employee may continue to
    Employment:                      participate hereunder to the extent of Purchase Payments previously made on behalf of such
                                     Employee by Employer prior to termination of employment. No further Purchase Payments will
                                     be accepted by SAFECO under this Contract on behalf of any Participant who has ceased to
                                     be an Employee.
</TABLE>

<TABLE>
<CAPTION>
SECTION F                            SEPARATE ACCOUNT PROVISIONS
<S> <C>
F1  The Separate Account:            SAFECO has established a Separate Account for this and other similar Contracts. A portion of
                                     SAFECO's assets has been allocated to the Separate Account for this and other similar
                                     Contracts. The assets of the Separate Account are the property of SAFECO and are not chargeable
                                     with liabilities arising out of any other business SAFECO may conduct. The investments of the
                                     Separate Account will be valued at their fair market value in accordance with the procedures
                                     approved by the Board of Directors of SAFECO and the Separate Account committee.

                                     The Separate Account is divided into Sub-Accounts with the assets of each Sub-Account invested
                                     as set forth on the Contract face page.

F2  Valuation Periods                A Valuation Period is the period commencing at the close of business on each Valuation Date
    and Dates:                       and ending at the close of business for the next succeeding Valuation  Date. A Valuation Date
                                     is each day the New York Stock Exchange is open for business.
</TABLE>

                                       -4-
<PAGE>   6
<TABLE>
<S> <C>                              <C>
F3  Value of                         Net Purchase Payments are converted into Accumulation Units. This is done by dividing each
    Accumulation Units:              Net Purchase Payment by the value of an Accumulation Unit for the Sub-Account for the Valuation
                                     Period during which the Net Purchase Payment is allocated to the Sub-Account. Accumulation
                                     Units for each Sub-Account are valued separately. The Accumulation Unit Value for each
                                     Sub-Account was arbitrarily set at $10 when the Sub-Account was established. The Accumulation
                                     Unit Value for any later Valuation Period is determined by multiplying the Accumulation Unit
                                     Value for the Sub-Account, as of the immediately preceding Valuation Period by the Net
                                     Investment Factor for the Current Valuation Period.

                                     The Net Investment Factor for any Sub-Account for any Valuation Period is determined by
                                     dividing (a) by (b) and subtracting (c) from the result where:

                                     (a) is the net result of:

                                         (1)  the net asset value per share of the Fund or Portfolio set out on the Contract Data
                                              Page as the investment of the Sub-Account, determined as of the current Valuation
                                              Period; plus

                                         (2)  the per share amount of any dividend or capital-gain distribution made by the Fund or
                                              Portfolio if the "ex-dividend" date occurs during the current Valuation Period; plus
                                              or minus

                                         (3)  a per share credit or charge, respectively, which is determined by SAFECO, for changes
                                              in tax reserves resulting from investment operations of the Sub-Account.

                                     (b) is the net result of:

                                         (1)  the net asset value per share of the Fund or Portfolio as of the immediately preceding
                                              Valuation Period; plus or minus

                                         (2)  the per share credit or charge, respectively, for any changes in tax reserve for the
                                              immediately preceding Valuation Period.

                                     (c) is the percentage factor equal to the Mortality and Expense Risk Premium. Such factor is
                                         equal on an annual basis to 1.25% of the daily net asset value of the Sub-Account.

                                     The Net Investment Factor may be greater or less than one; therefore, the Accumulation Unit
                                     Value may increase or decrease.
</TABLE>
<TABLE>
<CAPTION>
SECTION G                            CHARGES AND DEDUCTIONS
<S> <C>                              <C>
G1  Deduction For                    There is no front-end load or sales charge except for the Administration Expense defined
    Sales Charge:                    in G3.

G2  Deduction For                    To compensate it for assuming the mortality and expense risk, SAFECO deducts an amount computed
    Mortality and                    on a daily basis, which is stated on the Contract Data page.
    Expense Risk
    Premium:

G3  Deduction For                    SAFECO deducts an annual fee of $30 per Participant per calendar year or any portion thereof
    Administration                   from the Participant's Accumulation Account for administrative expenses. Such fee will be
    Charges:                         deducted on the date the initial Purchase Payment is invested for a specific Participant on
                                     each Certificate Anniversary, and in the event there is a complete withdrawal of the
                                     Participant's Accumulation Account. In the event the Certificate Anniversary and the deduction
                                     from initial Purchase Payments or complete Withdrawal fall within one calendar year, SAFECO
                                     shall deduct no more than $30 for that particular year. Prior to the Annuity Date, the fee for
                                     administrative expenses is not guaranteed and may be changed for future years. However, the
                                     Administration Charge may never exceed $35 per Participant per calendar year.
</TABLE>

                                       -5-
<PAGE>   7
<TABLE>
<S> <C>                              <C>
G4  Deduction For                    SAFECO deducts a Contingent Deferred Sales Charge, as stated on the Contract Data page, from
    Contingent                       withdrawals of some or all of a Participant's Accumulation Account other than those made
    Deferred Sales                   (i) under a Settlement Option, (ii) on distributions made pursuant to the death of a 
    Charge:                          Participant, (iii) on a transfer of the market value of some or all of a Participant's
                                     Accumulation Account into SAFECO's Qualified Pension Annuity Series III, (iv) on a transfer of
                                     the market value of Accumulation Units between Sub-Accounts, or (v) on the sum of Withdrawals
                                     taken in any Certificate Year which does not exceed 10% of the number of Accumulation Units in
                                     a Participant's Accumulation Account from which the Withdrawal is taken. Such charges shall be
                                     applicable to each Participant.

G5  Deduction For                    The Participant may elect one of the following methods of transfer:
    Transfer Charge: 

                                     (a) The first 4 transfers per Participant per calendar year of any of a Participant's
                                         Accumulation Account into SAFECO's Qualified Pension Annuity Series III or between
                                         Sub-Accounts, will have no transfer charge assessed against them. Any additional transfers
                                         will be subject to a $10 transfer charge, which will be deducted from the value of
                                         Accumulation Units transferred. Each transfer is subject to a $1000 minimum or the entire
                                         Sub-Account if less. A $500 minimum must be maintained in a Sub-Account to keep it open; or

                                     (b) Pre-established monthly automatic transfers of a single dollar amount of at least $250 into
                                         SAFECO's Qualified Pension Annuity Series III or between Sub-Accounts will have no transfer
                                         charge assessed against them. Any additional transfers will be subject to a $10 transfer
                                         charge, which will be deducted from the value of Accumulation Units being transferred. The
                                         monthly transfers will continue until the Participant requests discontinuance or there are
                                         no funds left in the Sub-Account to transfer. If monthly transfers are discontinued prior
                                         to six months after establishing the transfers, all transfers will be considered to have
                                         been made under paragraph (a) above.

G6  Taxes:                           Any premium taxes or other taxes levied by any governmental entity which SAFECO, in its sole
                                     discretion, determines have resulted from the establishment or maintenance of the Separate
                                     Account, or from the investment experience of the Separate Account, or from the receipt by
                                     SAFECO of Purchase Payments, or from the issuance of this Contract, or from the commencement of
                                     Annuity payments under this Contract will be charged against Purchase Payments, Participant's
                                     Accumulation Account or Withdrawal values.

G7  Withdrawal of                    Upon a withdrawal by a Participant the number of Accumulation Units in a particular Sub-Account
    Accumulation                     shall be reduced by a number equal to the amount of any (a) withdrawal, including the 
    Units:                           Contingent Deferred Sales Charge, (b) taxes, including income taxes, for which no other 
                                     provision was made, and (c) Transfer Charges. Administration Charges will also be applied to
                                     the Accumulation Account.
</TABLE>

<TABLE>
<CAPTION>
SECTION H                            RETIREMENT AND ANNUITY PROVISIONS
<S> <C>                              <C>
H1  Selection of                     At the time a Participant completes the Application for Participation, a Settlement Option
    Settlement Options:              must be selected. A Participant may, upon at least thirty (30) days' prior written notice to
                                     SAFECO, at any time prior to the Annuity Date, elect a different Settlement Option or any other
                                     annuity form satisfactory to SAFECO and the Participant.

H2  Commencement of                  Annuity payment of a Participant's Annuity will begin on the Participant's Annuity Date.
    Annuity Payments:                An Annuity Date is selected at the time the Participant completes the Application for
                                     Participation. The selection of an Annuity Date is limited by the terms of the qualified Plan
                                     pursuant to which the Contract was acquired.
</TABLE>

                                       -6-
<PAGE>   8
<TABLE>
<S> <C>                              <C>
                                     A Participant may, upon at least thirty (30) days prior written notice to SAFECO, change the
                                     Annuity Date. The date to which such a change may be made shall be the first day of a calendar
                                     month. The Annuity Date may not be deferred, however, beyond that specified under the qualified
                                     Plan or as limited under the Internal Revenue Code.

H3  Settlement Options:              The net proceeds payable upon settlement of a Participant's interest in this Contract may be
                                     paid under one of the following options.

                                     A)  OPTION 1 -- VARIABLE LIFE ANNUITY
                                         A Variable Annuity payable monthly during the lifetime of the Participant.

                                     B)  OPTION 2 -- VARIABLE LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED
                                         A Variable Annuity payable monthly during the lifetime of the Participant with the
                                         guarantee that, if at the death of the Participant, the guaranteed number of payments have
                                         not been received by the Participant, payments will be made to the Beneficiary for the
                                         remainder of the guarantee period. If the Beneficiary does not desire payments to continue
                                         for the remainder of the guarantee period, the Beneficiary may elect to have the present
                                         value of the guaranteed Annuity remaining, as of the date the notice of death is received
                                         by SAFECO, commuted at the assumed investment rate of 4%, and paid in a single payment.

                                     C)  OPTION 3 -- JOINT AND SURVIVOR ANNUITY
                                         An Annuity payable monthly first to the Participant while the Participant is living. After
                                         the death of the Participant, payments will be continued to the Participant's spouse for as
                                         long as he or she lives. The Annuity payable for the life of the spouse shall not be less
                                         than one-half of, or greater than, the amount of the Annuity payable during the joint lives
                                         of the Participant and spouse.

                                     D)  OPTION 4 -- SYSTEMATIC W ITHDRAWAL INCOME PLAN(TM)
                                         Each month a specified number of whole or partial Accumulation Units are liquidated for
                                         payment to the Participant. The number to be liquidated during a given year shall be a
                                         sufficient number so as to be expected to deplete the account over the life expectancy of
                                         the Participant or the joint lives of the Participant and such person's Beneficiary, with
                                         at least 50% of the payments expected to be paid during the Participant's life expectancy.
                                         This calculation may be made annually based on the attained age of the Participant or joint
                                         lives of the Participant and such person's Beneficiary.

                                         The Participant and a designated Beneficiary who is the spouse of a deceased Participant
                                         must elect whether or not to recalculate life expectancy. The election must be made by
                                         written notice and is irrevocable. If an election is not made, life expectancy will be
                                         recalculated

                                     E)  OPTION 5
                                         Any other fixed or variable form of Annuity satisfactory to both SAFECO and the Par-
                                         ticipant.

H4  Failure to                       (a) For all Participants in a Tax Sheltered Annuity Plan established under Section 403(b) of 
    Select Option:                       the Internal Revenue code, or an eligible State Deferred Compensation Plan established 
                                         under Section 457 of the Internal Revenue Code:

                                         (i)  Minimum distributions shall commence no later than April 1st following the year in
                                              which the Participant attains age 70 1/2, unless the Participant sends written notice
                                              to SAFECO:

                                              (I)  Requesting that distributions not commence, or

                                              (II) Notifying SAFECO that the Participant meets one of the criteria for a later
                                                   required beginning date as specified in Section D1(a).

                                         (ii) If SAFECO has not received written notice prior to March 1st following the year in
                                              which the Participant attains age 70 1/2 distributions will be made as follows:
</TABLE>

                                       -7-
<PAGE>   9
<TABLE>
<S>  <C>                             <C>
                                              (I)  If designated Beneficiary information has been provided to SAFECO, SAFECO will
                                                   make the required distributions based on joint life expectancy with recalculation
                                                   of life expectancy under a Systematic Withdrawal Income Plan described in Section
                                                   H3(D) and in accordance with the minimum distribution rules in Section 401(a)(9)
                                                   of the Internal Revenue Code.

                                              (II) If designated Beneficiary information has not been provided to SAFECO, SAFECO
                                                   will make the required distributions based on single life expectancy with
                                                   recalculation of life expectancy under a Systematic Withdrawal Income Plan
                                                   described in Section H3(D) and accordance with the minimum distribution rules in
                                                   Section 401(a)(9) of the Internal Revenue Code.

                                         (iii) The calculation of the required distributions shall be based on the entire
                                              Participant's Account balance as of the end of the calendar year preceding the
                                              distribution year.

                                     (b) For all Participants in a Cash or Deferred Compensation Plan under 401(k) of the Internal
                                         Revenue Code, distributions will be made in accordance with the provisions of the Plan at
                                         the Contractholder's written direction. SAFECO shall not be obligated to issue an annuity
                                         or to make a cash distribution until it receives written direction containing the terms and
                                         conditions, manner and amounts of such annuity or cash distribution.

H5  Frequency and                    Except as described below, Annuity payments will be paid monthly. If the net amount available
    Amount of                        to apply under any Settlement Option is less than $5,000, SAFECO shall have the right to pay
    Annuity Payments:                such amount in one lump sum in lieu of the payment otherwise provided. In addition, if Annuity
                                     payments would be or become less than $250, SAFECO shall have the right to change the frequency
                                     of payments to such intervals as will result in payments of at least $250.

H6  Mortality Guarantee:             SAFECO guarantees that the dollar amount of each Variable Annuity payment made after the first
                                     payment will not be affected by variations in mortality experience.

H7  Annuity Unit:                    The value of an Annuity Unit was arbitrarily set at $10 when each Sub-Account was established.
                                     The value of the Annui ty Unit for any subsequent Valuation Period is determined by multiplying
                                     the value of the Annuity Unit for the immediately preceding Valuation Period by the net
                                     investment factor for the Valuation Period for which the value is being calculated, and
                                     dividing the result by the Assumed Investment Factor for such Valuation Period, where these two
                                     factors are defined as follows:

                                     Net Investment Factor

                                     The calculation of the Net Investment Factor is described in F3.

                                     Assumed Investment Factor

                                     The Assumed Investment Factor for a one day Valuation Period is 1.00010746. This factor
                                     neutralizes the assumed investment return of 4% in the annuity table.

                                     A Variable Annuity is an Annuity with payments which are not predetermined as to dollar amount
                                     and will vary in accordance with the net investment results of the Separate Account. The dollar
                                     amount of the first monthly Variable Annuity payment will be determined by applying the
                                     Participant's Accumulation Account, as of the 15th day of the preceding month, to the Annuity
                                     Tables contained herein. The number of Annuity Units to be credited to the Annuitant will be
                                     determined by dividing such first monthly payment by the Annuity Unit Value calculated as of
                                     the 15th day of the preceding month. This number of Annuity Units remains fixed during the
                                     Annuity payment period. The dollar amount of each Variable Annuity payment after the first,
                                     shall be determined by multiplying (a) the number of Annuity Units credited to the Annuitant by
                                     (b) the Annuity Unit value as of the 15th day of the preceding month.
</TABLE>

                                       -8-
<PAGE>   10
<TABLE>
<S>                                  <C>
                                     The Annuity Table contained in Appendix A is based on the 1983 Group Annuity Mortality Table,
                                     Projected. An age setback of 1 year will be used if the Annuity payment begins in the year
                                     2000-2009, 2 years if the Annuity payment begins in the year 2010-2019 and an additional 1 year
                                     setback for each additional ten years following. The interest rate assumed in the Table is 4%
                                     per annum.
</TABLE>

                                   Appendix A

                             ANNUITY PURCHASE TABLE

           Consideration* Required to Purchase $1 of Monthly Annuity

<TABLE>
<CAPTION>
                                                    Qualified Joint and
                                                     Survivor Annuity.
                 Straight       Life Annuity        Survivor Annuitant
  Age of           Life         with 10 Year          is of Same Age.
Annuitant        Annuity          Certain           100%           50%
- ---------        -------        ------------      -------        -------
<S>              <C>            <C>               <C>            <C>
    55           $203.40          $205.18         $228.04        $215.72
    56            199.91           201.85          225.06         212.49
    57            196.32           198.45          221.98         209.15
    58            192.63           194.97          218.79         205.71
    59            188.83           191.42          215.49         202.16
    60            184.93           187.81          212.08         198.51
    61            180.93           184.15          208.57         194.75
    62            176.84           180.43          204.94         190.89
    63            172.66           176.68          201.20         186.93
    64            168.41           172.91          197.37         182.69
    65            164.08           169.12          193.42         178.75
    66            159.70           165.32          189.38         174.54
    67            155.27           161.54          185.24         170.25
    68            150.80           157.79          181.02         165.91
    69            146.30           154.07          176.70         161.50
    70            141.76           150.41          172.31         157.04
    71            137.21           146.81          167.84         152.53
    72            132.64           143.28          163.29         147.97
    73            128.06           139.85          158.69         143.37
    74            123.49           136.52          154.03         138.76
    75            118.94           133.30          149.32         134.13
</TABLE>

Age is to be taken for the exact number of years and completed months. Values
for fractional ages are obtained by simple interpolation.

Consideration for ages or combination of lives not shown will be furnished by
SAFECO upon request.

*Note:  The Consideration shown refers to the net value used to purchase an
        Annuity, after premium taxes or other applicable charges are deducted.
        By way of example, it would cost $164,080 for a Participant age 65 to
        receive a straight life annuity which provides an initial monthly income
        of $1000.

                                       -9-
<PAGE>   11

             MAILING ADDRESS: SAFECO LIFE INSURANCE COMPANY, PENSION DEPARTMENT
                              P.O. BOX 34690, SEATTLE, WASHINGTON  98124-1690

             STREET ADDRESS:  SAFECO LIFE INSURANCE COMPANY, PENSION DEPARTMENT
                              15411 N.E. 51ST STREET, REDMOND, WASHINGTON 98052

===============================================================================

                       SAFECO RESOURCE VARIABLE ACCOUNT B

                  ALLOCATED GROUP VARIABLE ANNUITY CERTIFICATE

SAFECO Life Insurance Company, a stock company with its Home Office in Redmond,
Washington, ("SAFECO"), certifies that you as a Participant in the Plan for
which this Contract is purchased are entitled to receive a variable annuity in
accordance with the provisions of the Contract on the following pages.












In Witness Whereof, SAFECO Life Insurance Company has caused this Contract to be
executed and attested as of the Issue Date, at its Home Office in the City of
Redmond, Washington.



         /s/ R. A. Pierson                              /s/ R.E. Zunker
            R.A. Pierson                                  R.E. Zunker
  Sr. Vice President and Secretary                         President


ALLOCATED GROUP VARIABLE ANNUITY CONTRACT

VALUES PROVIDED BY THIS CONTRACT ARE BASED ON THE INVESTMENT EXPERIENCE OF A
SEPARATE ACCOUNT AND ARE THEREFORE VARIABLE AND NOT GUARANTEED.

===============================================================================


                                 (R) Registered Trademark of SAFECO Corporation
                           (TM)Systematic Withdrawal Income Plan is a trademark
                                               of SAFECO Life Insurance Company


LPC-94 R3 5/93
<PAGE>   12
<TABLE>
<CAPTION>
SECTION A                            DEFINITIONS

<S>  <C>                             <C>
A1   Accumulation Unit:              An accounting unit of measure used to calculate Contract Values prior to the Annuity Date.

A2   Administration Charge:          The amount paid to compensate SAFECO for its expense in administrating the Contract.

A3   Annuity:                        Any series of payments payable in accordance with this Contract starting on the Annuity Date.

A4   Annuity Date:                   The date on which Annuity payments are to commence as specified in each Certificate.

A5   Annuity Purchase Agreement:     An agreement between a Participant and Employer under the terms of which  Employer is
                                     authorized and agrees to make certain Purchase Payments on a Participant's behalf to be
                                     applied toward the purchase of an Annuity for such Participant. Such agreement shall provide
                                     for the purchase of an Annuity which qualifies for tax deferral under Sections 401(k), 403(b),
                                     or 457 of the Internal Revenue Code of 1986.

A6   Annuity Unit:                   An accounting unit of measure used to calculate Annuity payments after the Annuity Date.

A7   Application for Participation:  The document by which an Employee applies to participate under this Contract.

A8   Beneficiary:                    The person(s) entitled to receive benefits under the Contract upon the death of a Participant.

A9   Certificate:                    The Allocated Group Variable Annuity Certificate issued to each Participant which includes all
                                     provisions of this Contract and which evidences a Participant's interest in this Contract.

A10  Certificate Anniversary:        The same day and month of the Effective Date of each Certificate in subsequent years.

A11  Certificate Effective Date:     The earlier of the date the initial Purchase Payment is invested for a specific Participant,
                                     or the Participant's Certificate Year under SAFECO's Qualified Pension Annuity Series III
                                     or IV.

A12  Certificate Issue Date:         The date on which the initial Purchase Payment is invested for a specific Participant and
                                     Certificate is issued to a Participant pursuant to this Contract.

A13  Certificate Year:               The twelve-month period which commences on the Effective Date of each Certificate and,
                                     thereafter, from each Certificate Anniversary.

A14  Contract:                       This Allocated Group Variable Contract by and between SAFECO and Employer.

A15  Contract Issue Date:            The date the Contract is issued and stated as such on the Contract face page.

A16  Contract Value:                 The sum of the value of all Accumulation Units attributable to the Contract.

A17  Contract Year:                  The twelve-month period starting on the Issue Date of this Contract and, thereafter, on each
                                     anniversary of such date.

A18  Employee:                       Any person presently or in the future employed by Employer.

A19  Net Investment Factor:          A factor used in the calculation of the Accumulation Unit Value and the Annuity Unit Value.
                                     The calculation of the Net Investment Factor is described in F3.

A20  Net Purchase Payments:          Purchase Payments less premium taxes and applicable Administration Charges.

A21  Participant:                    Any employee of Employer who has executed an Application for Participation which has been
                                     accepted by SAFECO.

</TABLE>

                                       -1-
<PAGE>   13
<TABLE>
<CAPTION>
<S>  <C>                             <C>
A22  Participant's                   The account established on behalf of each Participant which reflects the Participant's
     Accumulation                    interest in the Contract.
     Account:

A23  Plan:                           A Plan qualified under Sections 403(b), 401(k), or 457 of the Internal Revenue Code.

A24  Purchase Payments:              Payments made to purchase Accumulation Units for a Participant's Accumulation Account.

A25  Separate Account:               The separate investment account of SAFECO designated on the Certificate Data Page into which
                                     Net Purchase Payments will be allocated. The Separate Account is divided into Sub-Accounts.

A26  SAFECO:                         SAFECO Life Insurance Company.

A27  Withdrawal:                     Any deduction of Accumulation Units from a Participant's Accumulation Account.
</TABLE>

<TABLE>
<CAPTION>
SECTION B                            GENERAL PROVISIONS
<S>  <C>                             <C>
B1   Entire Contract:                The entire Contract consists of this Contract and the Application, a copy of which is
                                     attached.

B2   Plan Provisions:                This Contract is subject to the terms of any Plan under which it is issued.

B3   Modification of                 This Contract may not be modified by SAFECO without the consent of the Employer except as may
     Contract:                       be required by applicable law.

B4   Communications:                 All communications to Employer, to SAFECO or to a Participant shall be in writing. If to
                                     Employer, such communication shall be addressed to it at its principal office. If to SAFECO,
                                     such communication shall be addressed to SAFECO at its Home Office at 15411 N.E. 51st Street,
                                     Redmond, Washington 98052. If to a Participant, such communication shall be addressed to the
                                     Participant at the last known address on file with SAFECO. With respect to communications to
                                     be "received by SAFECO" or language of similar import with respect to receipt by SAFECO of a
                                     communication, such language means receipt at SAFECO's Home Office.

B5   Place and Form                  All Purchase Payments to SAFECO under this Contract shall be payable at 15411 N.E. 51st
     of Payment:                     Street, Redmond, Washington 98052.

                                     All amounts to be paid under this Contract, either payable to or by SAFECO, shall be in lawful
                                     money of the United States of America.

B6   Essential Data:                 Employer shall furnish to SAFECO the names of all Participants under this Contract, together
                                     with whatever information SAFECO requires to determine the status of any Participant, and
                                     any other information necessary for the administration of this Contract.

B7   Non-Participation               This Contract will not share in any distribution of profits, losses or surplus of SAFECO.
     In Surplus:

B8   Misstatement                    SAFECO may require proof of the age of any Participant before making any life Annuity payment
     of Age:                         provided for by this Contract. If the age of any Participant has been misstated, the amount
                                     payable will be the amount that the value of the Participant's Accumulation Account would have
                                     provided at the correct age. 
  
                                     Once monthly life income payments have begun, any underpayments will be made up in one sum 
                                     with the next Annuity payment; overpayments will be deducted from future Annuity payments 
                                     until the total is repaid.

B9   Contract                        Unless otherwise designated in writing by SAFECO, all sums payable under this Contract are
     Settlement:                     payable at SAFECO's Home Office. This Contract must be returned to SAFECO upon any settlement.

</TABLE>

                                       -2-
<PAGE>   14
<TABLE>
<S>  <C>                             <C>

B10  Reports:                        SAFECO will furnish each Participant with a report showing the value of such Participant's
                                     Accumulation Account at least once each calendar year.

B11  Evidence of Survival:           Where any benefits under this Contract are contingent upon the Participant being alive on a
                                     given date, SAFECO may require, as a prior condition of payment of any such benefit, evidence
                                     satisfactory to it that such condition has been met.

B12  Substitute Payee:               If any person is, in the judgment of SAFECO, incapable of personally receiving and giving a
                                     valid receipt for any payment due under this Contract, SAFECO may, unless and until claim
                                     shall have been made by a duly appointed guardian or committee of such person, make such
                                     payment or any part thereof to any other person or institution then, in the judgment of SAFECO,
                                     contributing toward or providing for the care and maintenance of such person, and such payment
                                     shall completely discharge the liability of SAFECO with respect to the amount so paid.

B13  Certificates:                   SAFECO will issue a Certificate to each Participant eligible according to this Contract and
                                     for each account established under this Contract. A Certificate under this Contract shall not
                                     be issued and an Accumulation Account shall not be established on behalf of a Participant who
                                     is over 75 years of age on the Certificate Issue Date. Each Certificate will state in substance
                                     the provisions of this Contract and the benefits to which such Participant is entitled and that
                                     Participant shall have no rights under this Contract until, and only to the extent that,
                                     Purchase Payments on Participant's behalf are received by SAFECO.

B14  Nonforfeitability:              Where this Contract is issued pursuant to a Plan qualified under Section 403(b) of the Internal
                                     Revenue Code, the Participant's entire interest in this Contract is nonforfeitable.

B15  Non-Assignment                  To the extent permitted by law, the benefits or payments under this Contract shall not be
     of Benefits:                    assignable or otherwise transferable, nor subject to commutation, encumbrance or alienation
                                     and shall not be subject to any claim of any creditor or to any legal process by any creditor.

B16  Withdrawal                      All Withdrawals are subject to the Plan under which this Contract is issued and the
     Restrictions:                   requirements of the Internal Revenue Code.
</TABLE>

<TABLE>
<CAPTION>
SECTION C                            BENEFICIARY DESIGNATION
<S>  <C>                             <C>
     Change of                       Any Participant may change the named Beneficiary at any time. Any such change must be made
     Beneficiary:                    in writing on a form acceptable to SAFECO. If Participant is married and designates a
                                     Beneficiary other than such person's spouse, such form shall also require the signature of the
                                     spouse. The change will take effect as of the date such form is signed by the Participant and,
                                     if necessary, such person's spouse, but SAFECO shall not be liable for any payment made or
                                     action taken before it records the change.
</TABLE>

<TABLE>
<CAPTION>
SECTION D                            DISTRIBUTION REQUIREMENTS
<S>   <C>                            <C>
D1    Distribution                   All Settlement Options under H4 shall distribute the Participant's Accumulation Account
      Requirements:                  pursuant to the Plan and the minimum distribution rules in Section 401(a)(9) of the Internal
                                     Revenue Code.

                                     (a) Required Beginning Date: Minimum distributions must begin by the Participant's Required
                                         Beginning Date defined as April 1st following the year the Participant reaches age 70 1/2.

                                         (i)  For a Participant who is not a more than 5% owner and was born prior to July 1, 1917,
                                              the Required Beginning Date is April 1st following the calendar year in which the
                                              Participant retires.

</TABLE>

                                       -3-
<PAGE>   15
<TABLE>
<S>   <C>                            <C>
                                         (ii) For a Participant in a governmental or church Plan, the Required Beginning Date is
                                              April 1st of the calendar year following the later of age 70 1/2 or retirement.

                                     (b) Participant's Death Prior to Commencement of Required Distributions: If the Participant
                                         dies before distribution commences, the Accumulation Account must be distributed according
                                         to one of the following options

                                         (i)  The entire Accumulation Account remaining must be distributed by December 31st of the
                                              year which contains the fifth anniversary of the Participant's death, or
                                         (ii) Over a designated Beneficiary's life expectancy. Under this option a non-spouse must
                                              begin distributions by December 31st of the year following the year of the
                                              Participant's death. A surviving spouse may wait to begin payments until the year
                                              the Participant would have reached age 70 1/2 if that date is later than the year
                                              following the date of death.

                                     (c) Participant's Death On or After Commencement of Required Distributions: If the Participant
                                         dies on or after the date distributions have commenced, payment to the designated
                                         Beneficiary must continue at least as rapidly as the method in effect prior to the
                                         Participant's death.

D2  Death Benefit                    If the Participant dies before required distributions commence, or on or after the date
    Guarantee:                       distributions have already commenced to the Participant pursuant to Option 4, the Systematic
                                     Withdrawal Income Plan(TM), the amount of the payment made after the Participant's death will
                                     be the greater of Net Purchase Payments less any prior Withdrawals or the value of the
                                     Participant's Accumulation Account determined as of the next Valuation Period following the
                                     date both proof of death and an election for a single sum payment or Settlement Option is
                                     received by SAFECO. If a single sum settlement is elected, payment will be made within seven
                                     business days of receipt of such election and proof of death. Election must be made by the
                                     Beneficiary during the sixty (60) day period commencing with date of receipt by SAFECO of
                                     notification of death. If no election is made within such sixty (60) day period, then a single
                                     sum settlement will be paid to the Beneficiary.
</TABLE>

<TABLE>
<CAPTION>
SECTION E                            PURCHASE PAYMENTS
<S> <C>                              <C>
E1  Terms of Employer's              Employer shall make periodic Purchase Payments on behalf of Participants as required under
    Purchase Payments:               the Annuity Purchase Agreements. Employer shall specify for such Purchase Payments the amount
                                     to be allocated to each Participant. The amount allocated to any Participant shall be
                                     considered to be a Purchase Payment made on such Participant's behalf.

E2  Amount of                        The minimum Purchase Payment is $30 per Participant per any Sub-Account.
    Purchase Payment:

E3  Acceptance of                    All Purchase Payments are subject to approval and acceptance by SAFECO. Applicable legal
    Purchase Payment:                standards govern the purchase of Accumulation Units.

E4  Termination of                   If an Employee's employment with Employer is terminated, the Employee may continue to
    Employment:                      participate hereunder to the extent of Purchase Payments previously made on behalf of such
                                     Employee by Employer prior to termination of employment. No further Purchase Payments will
                                     be accepted by SAFECO under this Contract on behalf of any Participant who has ceased to
                                     be an Employee.
</TABLE>


                                       -4-
<PAGE>   16
<TABLE>
<CAPTION>
SECTION F                            SEPARATE ACCOUNT PROVISIONS
<S> <C>                              <C>   
F1  The Separate Account:            SAFECO has established a Separate Account for this and other similar Contracts. A portion of
                                     SAFECO's assets has been allocated to the Separate Account for this and other similar
                                     Contracts. The assets of the Separate Account are the property of SAFECO and are not chargeable
                                     with liabilities arising out of any other business SAFECO may conduct. The investments of the
                                     Separate Account will be valued at their fair market value in accordance with the procedures
                                     approved by the Board of Directors of SAFECO and the Separate Account committee.

                                     The Separate Account is divided into Sub-Accounts with the assets of each Sub-Account invested
                                     as set forth on the Certificate face page.

F2  Valuation Periods                A Valuation Period is the period commencing at the close of business on each Valuation Date
    and Dates:                       and ending at the close of business for the next succeeding Valuation  Date. A Valuation Date
                                     is each day the New York Stock Exchange is open for business.
</TABLE>
<TABLE>
<S> <C>                              <C>
F3  Value of                         Net Purchase Payments are converted into Accumulation Units. This is done by dividing each
    Accumulation Units:              Net Purchase Payment by the value of an Accumulation Unit for the Sub-Account for the Valuation
                                     Period during which the Net Purchase Payment is allocated to the Sub-Account. Accumulation
                                     Units for each Sub-Account are valued separately. The Accumulation Unit Value for each
                                     Sub-Account was arbitrarily set at $10 when the Sub-Account was established. The Accumulation
                                     Unit Value for any later Valuation Period is determined by multiplying the Accumulation Unit
                                     Value for the Sub-Account, as of the immediately preceding Valuation Period by the Net
                                     Investment Factor for the Current Valuation Period.

                                     The Net Investment Factor for any Sub-Account for any Valuation Period is determined by
                                     dividing (a) by (b) and subtracting (c) from the result where:

                                     (a) is the net result of:

                                         (1)  the net asset value per share of the Fund or Portfolio set out on the Contract Data
                                              Page as the investment of the Sub-Account, determined as of the current Valuation
                                              Period; plus

                                         (2)  the per share amount of any dividend or capital-gain distribution made by the Fund or
                                              Portfolio if the "ex-dividend" date occurs during the current Valuation Period; plus
                                              or minus

                                         (3)  a per share credit or charge, respectively, which is determined by SAFECO, for changes
                                              in tax reserves resulting from investment operations of the Sub-Account.

                                     (b) is the net result of:

                                         (1)  the net asset value per share of the Fund or Portfolio as of the immediately preceding
                                              Valuation Period; plus or minus

                                         (2)  the per share credit or charge, respectively, for any changes in tax reserve for the
                                              immediately preceding Valuation Period.

                                     (c) is the percentage factor equal to the Mortality and Expense Risk Premium. Such factor is
                                         equal on an annual basis to 1.25% of the daily net asset value of the Sub-Account.

                                     The Net Investment Factor may be greater or less than one; therefore, the Accumulation Unit
                                     Value may increase or decrease.
</TABLE>
<TABLE>
<CAPTION>
SECTION G                            CHARGES AND DEDUCTIONS
<S> <C>                              <C>
G1  Deduction For                    There is no front-end load or sales charge except for the Administration Expense defined
    Sales Charge:                    in G3.

</TABLE>

                                       -5-
<PAGE>   17
<TABLE>
<S> <C>                              <C>
G2  Deduction For                    To compensate it for assuming the mortality and expense risk, SAFECO deducts an amount computed
    Mortality and                    on a daily basis, which is stated on the Certificate Data page.
    Expense Risk
    Premium:

G3  Deduction For                    SAFECO deducts an annual fee of $30 per Participant per calendar year or any portion thereof
    Administration                   from the Participant's Accumulation Account for administrative expenses. Such fee will be
    Charges:                         deducted on the date the initial Purchase Payment is invested for a specific Participant on
                                     each Certificate Anniversary, and in the event there is a complete withdrawal of the
                                     Participant's Accumulation Account. In the event the Certificate Anniversary and the deduction
                                     from initial Purchase Payments or complete Withdrawal fall within one calendar year, SAFECO
                                     shall deduct no more than $30 for that particular year. Prior to the Annuity Date, the fee for
                                     administrative expenses is not guaranteed and may be changed for future years. However, the
                                     Administration Charge may never exceed $35 per Participant per calendar year.

G4  Deduction For                    SAFECO deducts a Contingent Deferred Sales Charge, as stated on the Certificate Data page, from
    Contingent                       withdrawals of some or all of a Participant's Accumulation Account other than those made
    Deferred Sales                   (i) under a Settlement Option, (ii) on distributions made pursuant to the death of a 
    Charge:                          Participant, (iii) on a transfer of the market value of some or all of a Participant's
                                     Accumulation Account into SAFECO's Qualified Pension Annuity Series III, (iv) on a transfer of
                                     the market value of Accumulation Units between Sub-Accounts, or (v) on the sum of Withdrawals
                                     taken in any Certificate Year which does not exceed 10% of the number of Accumulation Units in
                                     a Participant's Accumulation Account from which the Withdrawal is taken. Such charges shall be
                                     applicable to each Participant.

G5  Deduction For                    The Participant may elect one of the following methods of transfer:
    Transfer Charge: 

                                     (a) The first 4 transfers per Participant per calendar year of any of a Participant's
                                         Accumulation Account into SAFECO's Qualified Pension Annuity Series III or between
                                         Sub-Accounts, will have no transfer charge assessed against them. Any additional transfers
                                         will be subject to a $10 transfer charge, which will be deducted from the value of
                                         Accumulation Units transferred. Each transfer is subject to a $1000 minimum or the entire
                                         Participant's Sub-Account if less. A $500 minimum must be maintained in a Sub-Account to
                                         keep it open; or

                                     (b) Pre-established monthly automatic transfers of a single dollar amount of at least $250 into
                                         SAFECO's Qualified Pension Annuity Series III or between Sub-Accounts will have no transfer
                                         charge assessed against them. Any additional transfers will be subject to a $10 transfer
                                         charge, which will be deducted from the value of Accumulation Units being transferred. The
                                         monthly transfers will continue until the Participant requests discontinuance or there are
                                         no funds left in the Sub-Account to transfer. If monthly transfers are discontinued prior
                                         to six months after establishing the transfers, all transfers will be considered to have
                                         been made under paragraph (a) above.

G6  Taxes:                           Any premium taxes or other taxes levied by any governmental entity which SAFECO, in its sole
                                     discretion, determines have resulted from the establishment or maintenance of the Separate
                                     Account, or from the investment experience of the Separate Account, or from the receipt by
                                     SAFECO of Purchase Payments, or from the issuance of this Contract, or from the commencement of
                                     Annuity payments under this Contract will be charged against Purchase Payments, Participant's
                                     Accumulation Account or Withdrawal values.

G7  Withdrawal of                    Upon a withdrawal by a Participant the number of Accumulation Units in a particular Sub-Account
    Accumulation                     shall be reduced by a number of such units equal to the amount of any (a) withdrawal, including
    Units:                           the Contingent Deferred Sales Charge, (b) taxes, including income taxes, for which no other
                                     provision was made, and (c) Transfer Charges. Administration Charges will also be applied to
                                     the Accumulation Account.
</TABLE>


                                       -6-
<PAGE>   18
SECTION H               RETIREMENT AND ANNUITY PROVISIONS

H1     Selection of     At the time a Participant completes the Application for
       Settlement       Participation, a Settlement Option must be selected. A
       Options:         Participant may, upon at least thirty (30) days' prior
                        written notice to SAFECO, at any time prior to the
                        Annuity Date, elect a different Settlement Option or any
                        other annuity form satisfactory to SAFECO and the
                        Participant.

H2     Commencement     Annuity payment of a Participant's Annuity will begin on
       of Annuity       the Participant's Annuity Date. An Annuity Date is
       Payments:        selected at the time the Participant completes the
                        Application for Participation. The selection of an
                        Annuity Date is limited by the terms of the qualified
                        Plan pursuant to which the Contract was acquired.

                        A Participant may, upon at least thirty (30) days prior
                        written notice to SAFECO, change the Annuity Date. The
                        date to which such a change may be made shall be the
                        first day of a calendar month. The Annuity Date may not
                        be deferred, however, beyond that specified under the
                        qualified Plan or as limited under the Internal Revenue
                        Code.

H3     Settlement       The net proceeds payable upon settlement of a
       Options:         Participant's interest in this Contract may be paid
                        under one of the following options.

                        A)   OPTION 1 -- VARIABLE LIFE ANNUITY

                             A Variable Annuity payable monthly during the
                             lifetime of the Participant.

                        B)   OPTION 2-- VARIABLE LIFE ANNUITY WITH 120 OR 240
                             MONTHLY PAYMENTS GUARANTEED

                             A Variable Annuity payable monthly during the
                             lifetime of the Participant with the guarantee
                             that, if at the death of the Participant, the
                             guaranteed number of payments have not been
                             received by the Participant, payments will be made
                             to the Beneficiary for the remainder of the
                             guarantee period. If the Beneficiary does not
                             desire payments to continue for the remainder of
                             the guarantee period, the Beneficiary may elect to
                             have the present value of the guaranteed Annuity
                             remaining, as of the date the notice of death is
                             received by SAFECO, commuted at the assumed
                             investment rate of 4%, and paid in a single
                             payment.

                        C)   OPTION 3 -- JOINT AND SURVIVOR ANNUITY

                             An Annuity payable monthly first to the Participant
                             while the Participant is living. After the death of
                             the Participant, payments will be continued to the
                             Participant's spouse for as long as he or she
                             lives. The Annuity payable for the life of the
                             spouse shall not be less than one-half of, or
                             greater than, the amount of the Annuity payable
                             during the joint lives of the Participant and
                             spouse.

                        D)   OPTION 4 -- SYSTEMATIC WITHDRAWAL INCOME PLAN(TM)

                             Each month a specified number of whole or partial
                             Accumulation Units are liquidated for payment to
                             the Participant. The number to be liquidated during
                             a given year shall be a sufficient number so as to
                             be expected to deplete the account over the life
                             expectancy of the Participant or the joint lives of
                             the Participant and such person's Beneficiary, with
                             at least 50% of the payments expected to be paid
                             during the Participant's life expectancy. This
                             calculation may be made annually based on the
                             attained age of the Participant or joint lives of
                             the Participant and such person's Beneficiary.

                             The Participant and a designated Beneficiary who is
                             the spouse of a deceased Participant must elect
                             whether or not to recalculate life expectancy. The
                             election must be made by written notice and is
                             irrevocable. If an election is not made, life
                             expectancy will be recalculated.

                        E)   OPTION 5

                             Any other fixed or variable form of Annuity
                             satisfactory to both SAFECO and the Participant.

H4     Failure to       (a)  For all Participants in a Tax Sheltered Annuity
       Select Option:        Plan established under Section 403(b) of the 
                             Internal Revenue code, or an eligible State
                             Deferred Compensation Plan established under
                             Section 457 of the Internal Revenue Code:


                                     - 7 -
<PAGE>   19
                             (i)  Minimum distributions shall commence no later
                                  than April 1st following the year in which the
                                  Participant attains age 70-1/2, unless the
                                  Participant sends written notice to SAFECO:

                                  (I)  Requesting that distributions not
                                       commence, or

                                  (II) Notifying SAFECO that the Participant
                                       meets one of the criteria for a later
                                       required beginning date as specified in
                                       Section D1(a).

                             (ii) If SAFECO has not received written notice
                                  prior to March 1st following the year in which
                                  the Participant attains age 70-1/2
                                  distributions will be made as follows:

                                  (I)  If designated Beneficiary information has
                                       been provided to SAFECO, SAFECO will make
                                       the required distributions based on joint
                                       life expectancy with recalculation of
                                       life expectancy under a Systematic
                                       Withdrawal Income Plan described in
                                       Section H3(D) and in accordance with the
                                       minimum distribution rules in Section
                                       401(a)(9) of the Internal Revenue Code.

                                  (II) If designated Beneficiary information has
                                       not been provided to SAFECO, SAFECO will
                                       make the required distributions based on
                                       single life expectancy with
                                       recalculation of life expectancy under a
                                       Systematic Withdrawal Income Plan
                                       described in Section H3(D) and in
                                       accordance with the minimum distribution
                                       rules in Section 401(a)(9) of the
                                       Internal Revenue Code.

                            (iii) The calculation of the required distributions
                                  shall be based on the entire Participant's
                                  Account balance as of the end of the calendar
                                  year preceding the distribution year.

                        (b)  For all Participants in a Cash or Deferred
                             Compensation Plan under 401(k) of the Internal
                             Revenue Code, distributions will be made in
                             accordance with the provisions of the Plan at the
                             Contractholder's written direction. SAFECO shall
                             not be obligated to issue an annuity or to make a
                             cash distribution until it receives written
                             direction containing the terms and conditions,
                             manner and amounts of such annuity or cash
                             distribution.

H5     Frequency and         Except as described below, Annuity payments will be
       Amount of             paid monthly. If the net amount available to apply
       Annuity Payments:     under any Settlement Option is less than $5,000,
                             SAFECO shall have the right to pay such amount in
                             one lump sum in lieu of the payment otherwise
                             provided. In addition, if Annuity payments would
                             be or become less than $250, SAFECO shall have
                             the right to change the frequency of payments to
                             such intervals as will result in payments of at
                             least $250.

H6     Mortality             SAFECO guarantees that the dollar amount of each
       Guarantee:            Variable Annuity payment made after the first
                             payment will not be affected by variations in
                             mortality experience.

H7     Annuity Unit:         The value of an Annuity Unit was arbitrarily set at
                             $10 when each Sub-Account was established. The
                             value of the Annuity Unit for any subsequent
                             Valuation Period is determined by multiplying the
                             value of the Annuity Unit for the immediately
                             preceding Valuation Period by the net investment
                             factor for the Valuation Period for which the value
                             is being calculated, and dividing the result by the
                             Assumed Investment Factor for such Valuation
                             Period, where these two factors are defined as
                             follows:

                             Net Investment Factor

                             The calculation of the Net Investment Factor is
                             described in F3.

                             Assumed Investment Factor

                             The Assumed Investment Factor for a one day
                             Valuation Period is 1.00010746.  This factor
                             neutralizes the assumed investment return of 4% in
                             the annuity table.


                                     - 8 -
<PAGE>   20
                             A Variable Annuity is an Annuity with payments
                             which are not predetermined as to dollar amount and
                             will vary in accordance with the net investment
                             results of the Separate Account. The dollar amount
                             of the first monthly Variable Annuity payment will
                             be determined by applying the Participant's
                             Accumulation Account, as of the 15th day of the
                             preceding month, to the Annuity Tables contained
                             herein. The number of Annuity Units to be credited
                             to the Annuitant will be determined by dividing
                             such first monthly payment by the Annuity Unit
                             Value calculated as of the 15th day of the
                             preceding month. This number of Annuity Units
                             remains fixed during the Annuity payment period.
                             The dollar amount of each Variable Annuity payment
                             after the first, shall be determined by multiplying
                             (a) the number of Annuity Units credited to the
                             Annuitant by (b) the Annuity Unit value as of the
                             15th day of the preceding month.

                             The Annuity Table contained in Appendix A is based
                             on the 1983 Group Annuity Mortality Table,
                             Projected. An age setback of 1 year will be used if
                             the Annuity payment begins in the year 2000-2009, 2
                             years if the Annuity payment begins in the year
                             2010-2019 and an additional 1 year setback for each
                             additional ten years following. The interest rate
                             assumed in the Table is 4% per annum.


                                     - 9 -
<PAGE>   21
                                   APPENDIX A

                             Annuity Purchase Table

            Consideration* Required to Purchase $1 of Monthly Annuity

<TABLE>
<CAPTION>
                                                                   QUALIFIED JOINT AND
                                                                    SURVIVOR ANNUITY,
                      STRAIGHT          LIFE ANNUITY               SURVIVOR ANNUITANT
       AGE OF          LIFE             WITH 10 YEARS                IS OF SAME AGE
      ANNUITANT       ANNUITY             CERTAIN                 100%             50%
      ---------       -------           ------------             ------          ------
<S>                   <C>               <C>                     <C>             <C>
         55           $203.40             $205.18               $228.04         $215.72
         56            199.91              201.85                225.06          212.49
         57            196.32              198.45                221.98          209.15
         58            192.63              194.97                218.79          205.71
         59            188.83              191.42                215.49          202.16
         60            184.93              187.81                212.08          198.51
         61            180.93              184.15                208.57          194.75
         62            176.84              180.43                204.94          190.89
         63            172.66              176.68                201.20          186.93
         64            168.41              172.91                197.37          182.69
         65            164.08              169.12                193.42          178.75
         66            159.70              165.32                189.38          174.54
         67            155.27              161.54                185.24          170.25
         68            150.80              157.79                181.02          165.91
         69            146.30              154.07                176.70          161.50
         70            141.76              150.41                172.31          157.04
         71            137.21              146.81                167.84          152.53
         72            132.64              143.28                163.29          147.97
         73            128.06              139.85                158.69          143.37
         74            123.49              136.52                154.03          138.76
         75            118.94              133.30                149.32          134.13
</TABLE>

Age is to be taken for the exact number of years and completed months. Values
for fractional ages are obtained by simple interpolation.

Consideration for ages or combination of lives not shown will be furnished by
SAFECO upon request.

*Note:  The Consideration shown refers to the net value used to purchase an
        Annuity, after premium taxes or other applicable charges are deducted.
        By way of example, it would cost $164,080 for a Participant age 65 to
        receive a straight life annuity which provides an initial monthly income
        of $1000.

                                     - 10 -
<PAGE>   22
[SAFECO LIFE              DISCLOSURE FOR 401(k) PLANS     PENSION DEPARTMENT 
INSURANCE LOGO]          - Resource Variable Account B    P.O. BOX 34690  
                                                          SEATTLE, WA 98124-1690


The following disclosure is hereby made to an appropriate fiduciary of the
Qualified Cash or Deferred Compensation Plan and Trust named below, in
compliance with the requirements of Prohibited Transaction Exemption 77-9, as 
amended.

DISCLOSURE:

I.  I, _________________________, am the independent Agent in this proposed
    transaction and have offered for purchase the contract identified above to
    the ________________________ Retirement Plan and Trust SAFECO Life
    Insurance Company (SAFECO), Pension Department, is the company which issues
    this contract. As an independent Agent, I am not bound by any agreement to
    offer only SAFECO products to your Plan.

II. According to the commission agreement between SAFECO and me, the following
    commissions are expected to be paid and charges applied:

 A. COMMISSIONS:
<TABLE>
<S>                                                                                       <C>
    Continuing Deposits:
        - Certificate Year 1 (for Participants under attained age  59-1/2) .............    7%
        - Certificate Year 2 and thereafter (or for Participants of attained age 59-1/2 
           or over) ....................................................................    3%
    Single Sum Deposits for Participants:
        - under attained age 71 ........................................................    4%
        - of attained ages 71 through 75 ...............................................  2.0%
        - attained ages over 75: product not available for sale.
</TABLE>

 B. CHARGES:
    MORTALITY & EXPENSE RISK PREMIUMS: Shall be 1.25% of the average daily net
    asset value of the separate account on an annual basis. A proportionate
    share of this fee is deducted in each daily valuation.

    PRODUCT ADMINISTRATION CHARGE: Shall be $30.00 per calendar year, or any
    portion thereof, initially, and no more than $35.00 per calendar year or
    any portion thereof, subsequently.

    INVESTMENT MANAGEMENT FEE: Shall be a percentage of the average daily net 
    assets at an annual rate of .74% for the Equity, Growth, Northwest and
    Bond Portfolios and .65% for the Money Market Portfolio.

    CONTINGENT DEFERRED SALES CHARGES: Described in the table below, are applied
    to all withdrawals, except withdrawals made: (i) pursuant to a settlement
    option, (ii) pursuant to the death of a Participant, (iii) on a transfer of
    the market value of some or all of a Participant's accumulated units into an
    eligible SAFECO Qualified Pension Annuity product, between Resource B Sub-
    Accounts, and (iv) any other withdrawals totaling 10% or less of a
    Participant's Accumulation Account value in any one Certificate Year. Such
    charges shall be applicable to each Participant.

    Withdrawals in excess of these amounts will be subject to the following
    Contingent Deferred Sales Charges. The total charges will not exceed 8.5%
    of the purchase payments.
<TABLE>
<CAPTION>
         CERTIFICATE YEAR       CHARGE        CERTIFICATE YEAR      CHARGE
 <S>                        <C>                  <C>            <C>      
                1           9% of withdrawal         5          6% of withdrawal
                2           9% of withdrawal         6          5% of withdrawal
                3           8% of withdrawal         7          4% of withdrawal
                4           7% of withdrawal         8          2% of withdrawal
                                                  9 & after     0% of withdrawal
</TABLE>

_____________________________________          _________________________________
Registered Representative's Signature          Print Registered Representative's
                                               Name -- Stat Number

As an independent Fiduciary for the above named Retirement Plan and Trust, I
declare that I acknowledge receipt of and have read and understand the
disclosures contained in this Statement and in the Prospectus and have
appropriate authority to approve and hereby approve the purchase by the Plan of
the product(s).
<TABLE>
<S>                         <C>

Dated _________________     ______________________________________________________________________________
                            Signature Plan Administrator/Trustee/Employer            Capacity
           
                            ______________________________________________________________________________
                            Print Fiduciary's Name
</TABLE>

NOTE:  Registered Representative must retain a copy of this disclosure for at
       least six years, and make it available for inspection, at the business
       office during business hours, to Plan Participants, fiduciaries, and 
       representatives of the internal Revenue Service and the Department of
       Labor.

LP-600 R4 10/93                    (R)REGISTERED TRADEMARK OF SAFECO CORPORATION
<PAGE>   23
                               CONTRACT DATA PAGE

                       SAFECO RESOURCE VARIABLE ACCOUNT B

CONTRACT NUMBER:               LP12345678-10 ###-##-#### 00

EMPLOYER:                      ABC CORPORATION
                               5050 ROCKEFELLER WAY
                               CAPITOL CITY, WA 99999-9999

ELIGIBLE INVESTMENTS:

     SAFECO Resource Series Trust:          Equity Portfolio
                                            Money Market Portfolio
                                            Bond Portfolio
                                            Growth Portfolio
                                            Northwest Portfolio

     Scudder Variable Life Insurance Fund:  Balanced Portfolio
                                            International Portfolio

SEPARATE ACCOUNT:          Resource Variable Account B

CERTIFICATE ISSUE DATE:             01/01/1993

CHARGES:

MORTALITY AND EXPENSE RISK PREMIUM:

The Mortality and Expense Risk Premium shall be 1.25% of the average daily net
asset value of the Separate Account on an annual basis.

ADMINISTRATION CHARGES:

The Administration Charge is $30 per Participant per calendar year, or any
portion thereof, initially and no more than $35 per Participant per calendar
year, or any portion thereof, subsequently.

CONTINGENT DEFERRED SALES CHARGE:

A Contingent Deferred Sales Charge shall be assessed against any withdrawal from
the Participant's Accumulation Account based upon the following schedule:

<TABLE>
<CAPTION>
             CERTIFICATE YEAR           CONTINGENT DEFERRED SALES CHARGE*
<S>                                     <C>             
                     1                          9% of withdrawal
                     2                          9% of withdrawal
                     3                          8% of withdrawal
                     4                          7% of withdrawal
                     5                          6% of withdrawal
                     6                          5% of withdrawal
                     7                          4% of withdrawal
                     8                          2% of withdrawal
                     9 and after                0% of withdrawal
</TABLE>
    
*While the Contingent Deferred Sales Charge assesses a percentage of the current
    value of a Participant's Accumulation Account according to the stated
    schedule, total Contingent Deferred Sales Charges collected by SAFECO will
    not exceed 8.5% of the Purchase Payments made by a Participant.

ANNUITY SERVICE OFFICE:

     HOME OFFICE:          SAFECO Life Insurance Company
                           Pension Department
                           15411 NE 51st Street
                           Redmond, Washington 98052
                           Telephone: 1-800-426-7649

     MAILING ADDRESS:      SAFECO Life Insurance Company
                           Pension Department
                           P.O. Box 34690
                           Seattle, Washington 98124-1690

LPC-398/EP 6/93
<PAGE>   24
                              CERTIFICATE DATA PAGE

                       SAFECO RESOURCE VARIABLE ACCOUNT B

CERTIFICATE NUMBER:    LP12345678-10 ###-##-#### 00

PARTICIPANT:           JOHN Q. ADAMS
                       123 MAIN STREET
                       ANYTOWN, WA 99999-9999

EMPLOYER:              ABC CORPORATION
                       5050 ROCKEFELLER WAY
                       CAPITOL CITY, WA 99999-9999

ELIGIBLE INVESTMENTS:

     SAFECO Resource Series Trust:               Equity Portfolio
                                                 Money Market Portfolio
                                                 Bond Portfolio
                                                 Growth Portfolio
                                                 Northwest Portfolio

     Scudder Variable Life Insurance Fund:       Balanced Portfolio
                                                 International Portfolio

SEPARATE ACCOUNT:     Resource Variable Account B

CERTIFICATE ISSUE DATE:    01/01/1993

CERTIFICATE EFFECTIVE DATE:    01/01/1993

Delivered in and governed by the laws of the State of:     WASHINGTON

CHARGES:

MORTALITY AND EXPENSE RISK PREMIUM:

The Mortality and Expense Risk Premium shall be 1.25% of the average daily net
asset value of the Separate Account on an annual basis.

ADMINISTRATION CHARGES:

The Administration Charge is $30 per Participant per calendar year, or any
portion thereof, initially and no more than $35 per Participant per calendar
year, or any portion thereof, subsequently.

CONTINGENT DEFERRED SALES CHARGE:

A Contingent Deferred Sales Charge shall be assessed against any withdrawal from
the Participant's Accumulation Account based upon the following schedule:

<TABLE>
<CAPTION>
                CERTIFICATE YEAR        CONTINGENT DEFERRED SALES CHARGE*
<S>                                     <C>             
                    1                          9% of withdrawal
                    2                          9% of withdrawal
                    3                          8% of withdrawal
                    4                          7% of withdrawal
                    5                          6% of withdrawal
                    6                          5% of withdrawal
                    7                          4% of withdrawal
                    8                          2% of withdrawal
                    9 and after                0% of withdrawal
</TABLE>
            
*While the Contingent Deferred Sales Charge assesses a percentage of the current
    value of a Participant's Accumulation Account according to the stated
    schedule, total Contingent Deferred Sales Charges collected by SAFECO will
    not exceed 8.5% of the Purchase Payments made by a Participant.

ANNUITY SERVICE OFFICE:

     HOME OFFICE:          SAFECO Life Insurance Company
                           Pension Department
                           15411 NE 51st Street
                           Redmond, Washington 98052
                           Telephone: 1-800-426-7649

     MAILING ADDRESS:      SAFECO Life Insurance Company
                           Pension Department
                           P.O. Box 34690
                           Seattle, Washington 98124-1690

LPC-399/EP 6/93

<PAGE>   1
                                                                   EXHIBIT 4(ii)

                                   ENDORSEMENT

                         To Resource Variable Account B

This Endorsement forms a part of the Certificate to which it is attached. This
endorsement apples to a Certificate issued under Section 403(b) of the Internal
Revenue Code. In the case of a conflict with any provision in the Certificate,
the terms of this Endorsement will control.

Contingent Deferred Sales charges will be waived for transfers of the entire
value of a Participant's Resource Variable Account B Sub-Accounts to SAFECO Life
Insurance Company's Spinnaker Q (TSA) Variable Annuity Contract under the
following condition:

    SAFECO Life Insurance Company provides written notice to the
    Certificateholder of the period during which the transfer is available.

This Endorsement is effective upon issuance to the Certificateholder and may be
canceled by written notice from SAFECO Life Insurance Company.

                                             SAFECO LIFE INSURANCE COMPANY

                                             /s/ R. A. Pierson
                                             -----------------------------------
                                             R. A. Pierson
                                             Senior Vice President and Secretary

LPC-687 6/95
<PAGE>   2
                                   ENDORSEMENT

                           RESOURCE VARIABLE ACCOUNT B

                             Death Benefit Guarantee

This Endorsement forms a part of the Certificate to which it is attached. In the
case of a conflict with any provision in the Certificate, the terms of this
Endorsement will control. This Endorsement is effective upon issuance to the
Certificateholder.

SECTION D2, Death Benefit Guarantee, is amended to read as follows:

If the Participant dies before distributions commence, or on or after the date
distributions have already commenced to the Participant pursuant to Option 4,
the Systematic Withdrawal Income Plan(TM) or Option 5, Installment Payments, the
amount of the payment made after the Participant's death will be the greater of
Net Purchase Payments less any prior Withdrawals or the value of the
Participant's Accumulation Account determined as of the next Valuation Period
following the date both proof of death and an election for a single sum payment
or Settlement Option is received by SAFECO. If a single sum settlement is
elected, payment will be made within seven business days of receipt of such
election and proof of death. Election must be made by the Beneficiary during the
sixty (60) day period commencing with date of receipt by SAFECO of notification
of death. If no election is made within such sixty (60) day period, then a
single sum settlement will be paid to the Beneficiary. Option 5, Installment
Payments, were available only to a Participant who had been issued a Certificate
prior to April 29, 1989.

                                                SAFECO LIFE INSURANCE COMPANY

                                                /s/ R. A. Pierson
                                                R.A. Pierson
                                                Sr. Vice President and Secretary



(TM)Systematic Withdrawal Income Plan is a trademark of SAFECO Life Insurance
Company.

LPC-677 4/95
<PAGE>   3
                                   ENDORSEMENT

                           RESOURCE VARIABLE ACCOUNT B

                             Death Benefit Guarantee

This Endorsement forms a part of the Contract to which it is attached. In the
case of a conflict with any provision in the Contract, the terms of this
Endorsement will control. This Endorsement is effective upon issuance to the
Contractholder.

SECTION D2, Death Benefit Guarantee, is amended to read as follows:

If the Participant dies before distributions commence, or on or after the date
distributions have already commenced to the Participant pursuant to Option 4,
the Systematic Withdrawal Income Plan(TM) or Option 5, Installment Payments, the
amount of the payment made after the Participant's death will be the greater of
Net Purchase Payments less any prior Withdrawals or the value of the
Participant's Accumulation Account determined as of the next Valuation Period
following the date both proof of death and an election for a single sum payment
or Settlement Option is received by SAFECO. If a single sum settlement is
elected, payment will be made within seven business days of receipt of such
election and proof of death. Election must be made by the Beneficiary during the
sixty (60) day period commencing with date of receipt by SAFECO of notification
of death. If no election is made within such sixty (60) day period, then a
single sum settlement will be paid to the Beneficiary. Option 5, Installment
Payments, were available only to a Participant who had been issued a Certificate
prior to April 29, 1989.

                                                SAFECO LIFE INSURANCE COMPANY

                                                /s/ R. A. Pierson
                                                R.A. Pierson
                                                Sr. Vice President and Secretary


(TM)Systematic Withdrawal Income Plan is a trademark of SAFECO Life Insurance
Company.

LPC-676 4/95
<PAGE>   4
                                   ENDORSEMENT

                         To Resource Variable Account B

This Endorsement forms a part of the Contract to which it is attached. This
endorsement applies to a Contract issued under Section 403(b) of the Internal
Revenue Code. In the case of a conflict with any provision in the Contract, the
terms of this Endorsement will control.

Contingent Deferred Sales Charges will be waived for transfers of the entire
value of a Participant's Resource Variable Account B Sub-Accounts to a SAFECO
Life Insurance Company Spinnaker (TSA) Variable Annuity Contract under the
following condition:

    SAFECO Life Insurance Company provides written notice to the
    Certificateholder of the period during which the transfer is available.

This Endorsement is effective upon issuance to the Contractholder and may be
canceled by written notice from SAFECO Life Insurance Company.

                                                SAFECO LIFE INSURANCE COMPANY

                                                /s/ R. A. Pierson
                                                R.A. Pierson
                                                Sr. Vice President and Secretary

LPC-688 6/95
<PAGE>   5
                       SAFECO RESOURCE VARIABLE ACCOUNT B

                    ALLOCATED GROUP VARIABLE ANNUITY CONTRACT

                        TAX SHELTERED ANNUITY ENDORSEMENT

This Endorsement forms a part of the Contract to which it is attached. Unless
otherwise noted, the effective date of this Endorsement is the date the Contract
was issued.

The following provisions apply to a Contract issued on a qualified basis under
Section 403(b) of the Internal Revenue Code. In the case of a conflict with any
provision in the Contract, the provisions of this Endorsement will control.

                             WITHDRAWAL RESTRICTIONS

Withdrawal from a Participant's Account is limited to circumstances when the
Participant 

1. Attains age 59-1/2;

2. Separates from service;

3. Dies;

4. Becomes disabled (as defined in Section 72(m)(7) of the Internal Revenue Code
   of 1986); or

5. In the case of hardship.

Withdrawals for hardship are restricted to the portion of the Participant's
Account which represents contributions made by the Participant and does not
include any income attributable to salary reduction contributions.

                    APPLICABILITY OF WITHDRAWAL RESTRICTIONS

If the Participant's Account does not contain a full or partial transfer of
funds from a previous Section 403(b)(7) account:

The Withdrawal Restrictions apply only to salary reduction contributions made
after December 31, 1988, income attributable to such contributions, and to
income attributable to amounts held as of December 31, 1988.

If the Participant's Account contains a full or partial transfer of funds from a
previous Section 403(b)(7) account:

The Withdrawal Restrictions apply to the entire Participant's Account.

                                                SAFECO LIFE INSURANCE COMPANY

                                                /s/ R. A. Pierson
                                                R.A. Pierson
                                                Sr. Vice President and Secretary

LPC-143 R1 6/90
<PAGE>   6
                                      SAFECO RESOURCE VARIABLE ACCOUNT B

                                       ALLOCATED GROUP VARIABLE ANNUITY

                                      TAX SHELTERED ANNUITY ENDORSEMENT
                     
                              This Endorsement forms a part of the Certificate
                              to which it is attached. Unless otherwise noted,
                              the effective date of this Endorsement is the date
                              the Certificate was issued.

                              The following provisions apply to a Certificate
                              issued on a qualified basis under Section 403(b)
                              of the Internal Revenue Code. In the case of a
                              conflict with any provision in the Certificate,
                              the provisions of this Endorsement will control.

                                           WITHDRAWAL RESTRICTIONS

                              Withdrawal from a Participant's Account is limited
                              to circumstances when the Participant

                              1. Attains age 59 1/2;

                              2. Separates from service;

                              3. Dies;

                              4. Becomes disabled (as defined in Section
                                 72(m)(7) of the Internal Revenue Code of 1986);
                                 or

                              5. In the case of hardship.

                              Withdrawals for hardship are restricted to the
                              portion of the Participant's Account which
                              represents contributions made by the Participant
                              and does not include any income attributable to
                              salary reduction contributions.

                                         (continued on reverse side)

LPC-142 R1 6/90
<PAGE>   7
                                   APPLICABILITY OF WITHDRAWAL RESTRICTIONS

                              If the Participant's Account does not contain a
                              full or partial transfer of funds from a previous
                              Section 403(b)(7) account:

                              The Withdrawal Restrictions apply only to salary
                              reduction contributions made after December 31,
                              1988, income attributable to such contributions,
                              and to income attributable to amounts held as of
                              December 31, 1988.

                              If the Participant's Account contains a full or
                              partial transfer of funds from a previous Section
                              403(b)(7) account:

                              The Withdrawal Restrictions apply to the entire
                              Participant's Account.

                                                SAFECO LIFE INSURANCE COMPANY

                                                /s/ R. A. Pierson
                                                R.A. Pierson
                                                Vice President and Secretary


                                      -2-


<PAGE>   1

                                                                   EXHIBIT 5(i)
- -------------------------------------------------------------------------------
                         SAFECO LIFE INSURANCE COMPANY       PENSION DEPARTMENT
[SAFECO LIFE                   Master Application            P.O. BOX 34690
INSURANCE LOGO]            Tax Sheltered Annuity Plans       SEATTLE, WA
                      Eligible Deferred Compensation Plans   98124-1690
===============================================================================

1.  EMPLOYER

    ___________________________________________________________________________
    Name (If school, name of School District)

    ___________________________________________________________________________
    Mailing address

    ___________________________________________________________________________
    City                                           State        Zip Code

    Employer's IRS Identification Number ______________________________________

2.  PLAN

    / /  Tax Sheltered Annuity Plan under Section 403(b) of the Internal
         Revenue Code

    / /  Eligible Deferred Compensation Plan under Section 457 of the
         Internal Revenue Code

3.  PRODUCT OR PRODUCTS

    / /  Qualified Pension Annuity Series III

    / /  Qualified Pension Annuity Series III Plus

    / /  SAFECO Resource Variable Account B

Application is hereby made to SAFECO Life Insurance Company for the above
contracts providing annuities for the employees of the Applicant Employer.

Signed at _____________________ this _____ day of _____________________, 19___.

_______________________________________________   _____________________________
Authorized Employer Representative's Signature    Title

_______________________________________________   _____________________________
Print Agent or Registered Representative's Name   Stat #

_______________________________________________________________________________
Agent or Registered Representative's Signature

_______________________________________________________________________________
PNMR Authorized Principal (Required for SAFECO Resource Variable Account B only)


Billings directed to:
                                                
_____________________________________________   (__)____________________________
Name                                            Telephone number

_______________________________________________________________________________
Address (if different from Employer)

_______________________________________________________________________________
City                                               State        Zip Code
===============================================================================
LPC-368 4/93                    (R) Registered trademark of SAFECO Corporation.


<PAGE>   1

                                                                  EXHIBIT 5(ii)
- -------------------------------------------------------------------------------
                   EMPLOYEE AUTHORIZATION FOR PARTICIPATION

                                                             PENSION DEPARTMENT
[SAFECO LIFE                                                 P.O. BOX 34690
INSURANCE LOGO]                                              SEATTLE, WA
                                                             98124-1690
===============================================================================

- -------------------------------------------------------------------------------
PLEASE CHECK ALL APPROPRIATE BOXES:

  / / New Participant        / / Investment Allocation   / / Change of Employer
  / / Address/Name Change        Change                  / / Change of Agent
- -------------------------------------------------------------------------------
PRODUCT         / / QPA-III        / / QPA-III Plus        / / Resource B
- -------------------------------------------------------------------------------
ANNUITANT INFORMATION

  Name___________________________________________________  / / Male  / / Female
           First           Initial           Last

  Address______________________________________________________________________
           Street                                City       State         Zip

  Telephone (____)_____________ SS# ______________ Date of Birth ______________
                                                                  Mo.  Day  Yr.
- -------------------------------------------------------------------------------
PRIMARY BENEFICIARY

  Name___________________________________________________  / / Male  / / Female
           First           Initial           Last

  Address______________________________________________________________________
           Street                                City       State         Zip

  SS#_____________ Date of Birth__________ Relationship to Annuitant___________
                                Mo. Day Yr.
- -------------------------------------------------------------------------------
CONTINGENT BENEFICIARY

  Name___________________________________________________  / / Male  / / Female
           First           Initial           Last

  Address______________________________________________________________________
           Street                                City       State         Zip

  SS#_____________ Date of Birth__________ Relationship to Annuitant___________
                                Mo. Day Yr.
  NOTE:  Please attach a separate page for multiple beneficiaries.
- -------------------------------------------------------------------------------
EMPLOYER

  Name_________________________________________________________________________

  Address______________________________________________________________________
           Street                                City       State         Zip

  REMITTANCE REMINDERS REQUESTED.  / / YES    / / NO
  WILL THERE BE ANY EMPLOYER CONTRIBUTIONS?  / / YES    / / NO
- -------------------------------------------------------------------------------
TYPE OF ANNUITY (Check all appropriate boxes.)

  A. Tax Sheltered Annuity / /               B. Transfer from another TSA / /
     / / Accumulation TSA                       Prior TSA was an:
                                                / / Annuity under IRC 403(b)
  C. Non-Qualified Deferred                     / / Account under IRC 403(b)(7)
     Compensation 457 Plan / /                      or Mutual Fund TSA
     / / Accumulation 457
     / / Transfer from another 457 Plan
- -------------------------------------------------------------------------------
INVESTMENT INSTRUCTIONS

  Select one or more of the following investments. Total percentage must equal
  100%. Minimum Deposit to each variable portfolio is $30. Employee (EE) and
  employer (ER) contributions may be invested differently. If so, please
  indicate.

                   EE/ER
    RESOURCE B (VARIABLE)                      DEPOSIT FREQUENCY
  Equity         __________%     / / Annual (01)         / / Bi-Weekly (26)
  Bond           __________%     / / Quarterly (04)      / / Weekly (52)
  Money Market   __________%     / / Monthly (12)        / / 10 Pay Periods
  Growth         __________%     / / Semi-Monthly (24)   / / Other:____________
  Northwest      __________%      
  *Balanced      __________%     Deductions will begin in month of_____________
  *International __________%      
  QPA-III                        Months to exclude:____________________________
  Fixed Fund     __________%      
                                 Anticipated Annual Contributions: $___________
  TOTAL          __________%                                       (Amount must
                                                                    be provided
  *Available only for TSA 403(b) Funds.

  INVESTMENT INSTRUCTIONS FOR CARRIER TO CARRIER TRANSFER:_____________________
  (If different than above)
- -------------------------------------------------------------------------------
                               (See Reverse Side)
LP-601 3/95                     (R) Registered trademark of SAFECO Corporation.
<PAGE>   2

- --------------------------------------------------------------------------------
CARRIER TO      Is there an expected transfer pending?  /  / Yes   /  / No
CARRIER         Transfer Amount: _______________________
TRANSFERS       If yes, list the company name(s): ______________________________
                ________________________________________________________________
- --------------------------------------------------------------------------------
REPLACEMENT     Will the annuity applied for here replace any life insurance or
ANNUITY         annuity from this or any other company?  /  / Yes   /  / No
                If yes, give policy number and full company name:
                Policy #______________  Company Name ___________________________
- --------------------------------------------------------------------------------
STATEMENT       I understand that the contract(s) I am applying for contains a
OF OWNER        surrender charge for the first eight years. I understand that
                Minimum Distributions will automatically be sent to me in
                accordance with IRS regulations upon attaining age 70 1/2 unless
                I notify SAFECO annually in written form not to distribute such
                payments. Further, I am aware of and understand the withdrawal
                restrictions imposed under IRC Section 403(b)(11).

                VARIABLE INVESTMENT ONLY: I understand that a $30 
                non-refundable administrative fee will be deducted from my First
                Deposit and each anniversary date thereafter.

                Have you received a current prospectus?  /  / Yes   /  / No

                Would you like to receive a Statement of Additional
                Information?  /  / Yes   /  / No

                I declare that the statements and answers recorded on this
                application are complete and accurate to the best of my 
                knowledge.

                OHIO RESIDENTS: Any person who, with intent to defraud or
                knowing that he or she is facilitating a fraud against an
                insurer, submits an application or files a claim containing
                a false or deceptive statement is guilty of insurance fraud.

                ______________________________________________________________
                Signature of Annuitant                                 Date
- -------------------------------------------------------------------------------
SUITABILITY     Do you understand that because variable benefits and contract
(Must be        values are based on the investment experience of the Separate
completed if    Account and cannot be predicted or guaranteed as to dollar
a variable      amounts, variable annuity contracts should be purchased for
investment is   long term retirement purposes?  /  / Yes   /  / No
selected)
                What is your occupation? _____________________________________
                What is your gross income? ___________________________________
                What is your net worth? ______________________________________
                
                What is your INVESTMENT OBJECTIVE:
                ____High Income         ____Long Term Growth
                ____Tax Advantage       ____Growth with Income
                Other (specify) ______________________________________________
                
                Are you a Registered Representative of another Broker-Dealer?
                /  / Yes    /  / No
                If yes, provide name and address of Broker-Dealer:
                _______________________________________________________________
                
                _______________________________________________________________
                Broker-Dealer Authorized Principal                     Date
- --------------------------------------------------------------------------------
TELEPHONE       /  / Yes, I would like the option to use Telephone Transfer.
TRANSFER        /  / No, I do not wish the option at this time.
AUTHORIZATION
                I hereby authorize SAFECO to accept and act on my telephone 
                instructions to transfer funds or to change the percentage of
                my allocations among portfolios of my variable annuity contract.

                SAFECO will employ reasonable procedures to confirm that
                instructions communicated by telephone are genuine.  SAFECO
                reserves the right to refuse telephone instructions from any
                caller when unable to confirm to SAFECO's satisfaction that the
                caller is authorized to give those instructions.

                To transfer by telephone call SAFECO at 1-800-899-5280. The
                call will be recorded and you will be required to provide the
                identification information listed below. If you would like to
                authorize a third party to act on your behalf, provide their
                full name below.

                ID INFORMATION (REQUIRED): 
                Mother's Maiden Name __________________________________________
                and Authorized 3rd Party Name: ________________________________
- -------------------------------------------------------------------------------
AGENCY/AGENT    To the best of my knowledge, the annuity applied for here 
                [/  / does OR /  / does not] replace any life insurance or
                annuity in this or any other company. I hereby certify that
                I witnessed the signature of the annuitant and that his/her
                answers to the questions above are true to the best of my
                knowledge.

                Agent Name(s):_________________________________________________
                Stat #:____________________ % ____

                Agent Name(s):_________________________________________________
                Stat #:____________________ % ____

                Agency: _______________________________________________________
                Telephone #:_______________________

                Agent Signature:_______________________________________________
 -------------------------------------------------------------------------------
<PAGE>   3
[SAFECO LIFE INSURANCE LOGO]                              PENSION DEPARTMENT
                                                          P.O. BOX 34690
                                                          SEATTLE, WA 98124-1690


                                  RECORDKEEPING
                            INVESTMENT ELECTION FORM

<TABLE>
<S>                     <C>                   <C>                     <C>
/ / NEW PARTICIPANT     / / NAME CHANGE       / / ADDRESS CHANGE      / / INVESTMENT CHANGE
</TABLE>

<TABLE>
<S>                                         <C>                              <C>
                                                  /    /
- --------------------------------------      -----------------------------    -----------------
PARTICIPANT'S  NAME                         SOCIAL SECURITY NUMBER           DATE OF BIRTH
</TABLE>


<TABLE>
<S>                                   <C>                  <C>                    <C>
- --------------------------------      ---------------      ----------------       --------------
ADDRESS                               CITY                 STATE                  ZIP CODE
</TABLE>


<TABLE>
<S>                                         <C>
- --------------------------------------      ------------------------------------------
EMPLOYER                                    PLAN  NAME
</TABLE>

1. INVESTMENT SELECTION

<TABLE>
<S>                       <C>  <C>                        <C>
   / / INITIAL ELECTION   OR   / / REVISED ELECTION       AMOUNT OF MONTHLY CONTRIBUTION $
                                                                                          ---------------
</TABLE>

       / / SAFEFLEX PORTFOLIO                            %
                                                ---------
          / / GROWTH                                     %
                                                ---------
          / / NORTHWEST                                  %
                                                ---------
          / / EQUITY                                     %
                                                ---------
          / / BOND                                       %
                                                ---------
          / / MONEY MARKET                               %
                                                ---------
          / / SCUDDER-INTERNATIONAL                      %
                                                ---------
          / / SCUDDER-BALANCED                           %
                                                ---------
          / / FIXED ACCOUNT                              %
                                                ---------
                                                Total 100%

       / / RESOURCE B PORTFOLIOS

<TABLE>
<S>                           <C>
           / / GROWTH                  % Have you received a current Resource B Prospectus for the contract? / / Yes / / No
                              ---------
           / / NORTHWEST               % 
                              ---------
           / / EQUITY                  % Do you wish to receive a Statement of Additional Information for Resource B? / / Yes / / No
                              ---------
           / / BOND                    %
                              ---------
           / / MONEY MARKET            %
                              ---------
                                
       / / QPA-III                     %
                              ---------
                              Total 100%
</TABLE>
                            
2.  AUTOMATIC TRANSFERS - (Within SAFEFLEX Only)

    / / I elect an automatic:     / / Monthly     / / Quarterly transfer of 

    $                            to be transferred from 
     ---------------------------
           MINIMUM $250

                                       to                                   , 
    ----------------------------------    ----------------------------------
                PORTFOLIO                                 PORTFOLIO

    until further written notice from me.

3.  TELEPHONE TRANSFERS

    / / I have read the Telephone Transfers provision on the reverse side of 
        this form and hereby elect this provision.

    Identification Information: My mother's maiden name is
                                                           ---------------------

    Authorized Person(s):
                         -------------------------     -------------------------
                         PRINT FULL NAME               PRINT FULL NAME



- --------------------------------------------------     -------------------------
SIGNATURE OF PARTICIPANT                               DATE



                          (Continued on Reverse Side)

                    LP-1057 2/95 (R) Registered trademark of SAFECO Corporation.
<PAGE>   4
                              TELEPHONE TRANSFERS

A.      TELEPHONE TRANSFER INSTRUCTIONS FROM PARTICIPANT: I hereby authorize
        SAFECO to accept and act on telephone instructions from me regarding the
        transfer of funds between or a change in the percentage of my
        allocations among, portfolios of my Variable Annuity contract and other
        SAFECO Pension Annuity contracts, if permitted by the contracts I have
        invested in. This authorization will remain in effect until SAFECO
        receives a written revocation or modification from me.

B.      TELEPHONE TRANSFER AUTHORIZATION FROM THIRD PARTY: I hereby authorize
        SAFECO to accept and act on telephone instructions from the person or
        persons authorized on the reverse of this form regarding the transfer of
        funds between portfolios of my Variable Annuity contract and other
        SAFECO Pension Annuity contracts, if permitted by the contracts I have
        invested in. This authorization will remain in effect until SAFECO
        receives a written revocation or modification from me.

C.      PROCEDURAL SAFEGUARDS: SAFECO will employ reasonable procedures to
        confirm that instructions communicated by telephone are genuine. SAFECO
        reserves the right to refuse telephone instructions from any caller when
        unable to confirm SAFECO's satisfaction that the caller is authorized to
        give those instructions. SAFECO will not be liable for following
        instructions communicated by telephone that SAFECO reasonably believes
        to be genuine. SAFECO may be liable for any losses due to unauthorized
        or fraudulent instructions if reasonable procedures are not followed to
        confirm the instructions communicated by telephone are genuine.

D.      TELEPHONE TRANSFER PROCEDURES: To transfer by telephone call SAFECO at
        1-800-426-7649 or 1-206-867-8378. All telephone transfer calls will be
        recorded. You, or the person you authorize, will be required to provide
        the identification information listed on the reverse of this form.
        Written confirmation of the transfer will be mailed to you.


                                 OHIO RESIDENTS

        Any person who, with intent to defraud or knowing that he or she is
        facilitating a fraud against an insurer, submits an application or files
        a claim containing a false or deceptive statement is guilty of insurance
        fraud.

<PAGE>   1
                                                                       EXHIBIT 9

April 29, 1996


Board of Directors
SAFECO Life Insurance Company
SAFECO Plaza
Seattle, WA 98185

Gentlemen:

I have acted as counsel to the Company in connection with the filing with the
Securities and Exchange Commission of the Registration Statement on Form N-4 for
the Group Flexible Purchase Payment Deferred Variable Annuity Contracts (the
"Contracts") to be issued by the Company and its separate account, SAFECO
Resource Variable Account B. I have made such examination of the law and have
examined such records and documents as in my judgment are necessary or
appropriate to enable me to render the following opinion:

1.   SAFECO Life Insurance Company is a validly existing stock life insurance
     company of the state of Washington.

2.   Separate Resource Variable Account B is a separate investment account of
     SAFECO Life Insurance Company created and validly existing pursuant to the
     Washington insurance laws and regulations thereunder.

3.   All of the prescribed corporate procedures for the issuance of the
     Contracts have been followed, and, when such Contracts are issued in
     accordance with the prospectus contained in the Registration Statement, all
     state requirements relating to such Contracts will have been complied with.

4.   Upon the acceptance of the purchase payments made by an employer pursuant
     to a Contract issued in accordance with the prospectus contained in the
     Registration Statement and upon compliance with acceptable law, such an
     employer will have a legally-issued, fully paid, non-assessable contractual
     interest in such Contract.

You may use this letter, or a copy hereof, as an exhibit to the Registration
Statement.

Very truly yours,

/s/ William E. Crawford

William E. Crawford
Counsel

<PAGE>   1
                                                                      EXHIBIT 10

Consent of Independent Auditors

We consent to the references to our firm under the captions "Schedule of
Accumulation Unit Values and Accumulation Units Outstanding", "Experts" and
"General Information" and to the use of our reports on the financial
statements of SAFECO Resource Variable Account B, dated January 26, 1996, and
on the consolidated financial statements of SAFECO Life Insurance Company and
subsidiaries, dated February 9, 1996 in Post-Effective Amendment No. 14 to the
Registration Statement (Form N-4, No. 33-06546) and related prospectus of
SAFECO Resource Variable Account B dated April 29, 1996.

/s/ ERNST & YOUNG, LLP

Seattle, Washington
April 25, 1996

<PAGE>   1
                                                                      EXHIBIT 12

                        AGREEMENT GOVERNING CONTRIBUTION
                                       TO
                          SAFECO RESOURCE SERIES TRUST
                                       BY
                          SAFECO LIFE INSURANCE COMPANY

         THIS AGREEMENT in made by and between SAFECO Resource Series Trust
("Trust"), a Massachusetts business trust and SAFECO Life Insurance Company
("Insurance Company") on behalf of SAFECO Resource Variable Account B (the
"Separate Account"), a separate account of Insurance Company.

         WHEREAS, Insurance Company has established the Separate Account and
proposes to contribute to it the sum of at least $100,000; and

         WHEREAS, the Insurance Company on behalf of the Separate Account
proposes to contribute at least $100,000 ("Contribution") to the Trust in the
manner hereinafter described; and

WHEREAS, it is necessary and desirable that the terms under which said
Contribution is made and the respective rights of the Insurance Company and the
Trust with respect thereto be determined; and

NOW, THEREFORE, it is hereby agreed between Insurance Company on behalf of the
Separate Account and the Trust as follows;

                                        I

         Insurance Company will provide for the contribution to the Trust by the
Separate Account the sum of at least $100,000 prior to the effective date of the
Registration Statement to be filed by the Trust. Insurance Company hereby
represents and agrees that such Contribution is for investment purposes and not
for the purpose of redeeming or disposing of any interest in the Trust resulting
from such Contribution.

                                       II

         In consideration for such Contribution and without deduction of any
sales or charges, the Trust shall credit the Separate Account with shares of
which the Separate Account shall be the owner. Such shares shall share pro rata
in the investment performance of the Trust and shall be subject to the same
valuation procedures and the same periodic charges as are other shares of the
Trust.

                                       III

         Insurance Company hereby acknowledges that by the making of such
Contribution by Separate Account, Separate Account is not and shall not be
regarded as a creditor of the Trust and that the relationship of debtor-creditor
between the Trust and the Separate Account does not exist with respect to the
amount so contributed. Insurance Company agrees that the making of such
Contribution by the Separate Account, Separate Account is not now and shall not
in the future be, or be deemed to be, the holder of any interest other than as
provided in Section II of this Agreement. Insurance Company agrees that the
Separate Account's interest in the Trust as a result of such Contribution shall
be neither senior to nor subordinate to the interests of owners of variable
annuity contracts issued with respect to the Separate Account and that, in the
event of liquidation of the Trust or the Separate Account, however occurring,
the Separate Account shall have no preferential rights of any kind over such
contract owner but shall share ratably with them.

                                       IV

         All commitments of the Separate Account hereunder shall be forever
binding upon its successor or successors.
<PAGE>   2
                                        V

         Insurance Company hereby agrees that the Separate Account shall not
surrender the shares acquired pursuant to this Agreement until such time as
Trust has received additional funds from variable annuity contracts in an equal
or greater amount than $100,000. Insurance Company also agrees to give Trust ten
days prior notice before making such a surrender request.

                                       VI

         The Trust hereby accepts such Contribution subject to the terms of the
Agreement.

         Executed this 23rd day of June, 1986.

                                            SAFECO RESOURCE VARIABLE ACCOUNT B

                                        by: SAFECO LIFE INSURANCE COMPANY
     
                                            by:  /s/ RICHARD E. ZUNKER
                                                 ----------------------------
                                                 Richard E. Zunker, President

Attest: /s/ BOH A. DICKEY
        -----------------
        Boh A. Dickey

                                            SAFECO RESOURCE SERIES TRUST

                                            by:  /s/ R.H. EIGSTI
                                                 ----------------------------
                                                 R.H. Eigsti, Trustee

<PAGE>   1
                                                                      EXHIBIT 15

April 29, 1996

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20549

RE: REPRESENTATION OF COUNSEL FOR SAFECO LIFE INSURANCE COMPANY ("SAFECO LIFE")
AND ITS SAFECO RESOURCE VARIABLE ACCOUNT B ("SEPARATED ACCOUNT") POST-EFFECTIVE
AMENDMENT NO. 14, FORM N-4

FILE NOS.  33-06546 AND 811-4716

Commissioners:

SAFECO and its Separate Account believe that the filing of Post-Effective
Amendment No. 14, is consistent with the purposes and requirements for filing
under Rule 485(b) under the Securities Act of 1933 ("1933 Act"). This
representation is based on the fact that the changes included in this
Post-Effective Amendment No. 14, are consistent with the purposes and
requirements described in the adopting release for the changes to Rule 485
(IC-Rel. 20486).

Based on the above, the filing of Post-Effective Amendment No. 14, is made
pursuant to Rule 485(b) of the 1933 Act to become automatically effective on
April 29, 1996. The undersigned has prepared and reviewed Post-Effective
Amendment No. 14, and it is his opinion that Post-Effective Amendment No. 14
does not contain disclosures which would render it ineligible to become
effective pursuant to paragraph (b) of Rule 485.

Sincerely,

/s/ William E. Crawford

William E. Crawford
Counsel


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