SAFECO SEPARATE ACCOUNT SL
485BPOS, 1998-04-30
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<PAGE>


                              REGISTRATION NO. 333-30329


                          SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.



                           POST-EFFECTIVE AMENDMENT NO. 16



                                          TO

                                       FORM S-6

                  FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                        OF SECURITIES OF UNIT INVESTMENT TRUST
                              REGISTERED ON FORM N-8B-2

A.  Exact name of Trust: Separate Account SL

B.  Name of depositor: SAFECO Life Insurance Company

C.  Complete address of depositor's principal executive offices:
          15411 N.E. 51st St., Redmond, Washington 98052

D.  Name and address of agent for service:

         William E. Crawford, Esq.
         SAFECO Life Insurance Company
         15411 N.E. 51st Street
         Redmond, Washington 98052

    Copies to:

         Leslie A. Harrison
         SAFECO Corporation
         SAFECO Plaza
         Seattle, WA 98185

E.  Title and amount of securities being registered:
         Individual Flexible Premium Variable Life Insurance Policies


Approximate Date of Proposed Public Offering:
         As soon as is possible after Effective Date.

It is proposed that this filing will become effective (check appropriate box):

          [ ] immediately upon filing pursuant to paragraph (b) of Rule 485.
          [X] on April 30, 1998 pursuant to paragraph (b) of Rule 485.
          [ ] 60 days after filing pursuant to paragraph (a)(i) of Rule 485.
          [ ] on (date) pursuant to paragraph (a)(i) of Rule 485.
          [ ] 75 days after filing pursuant to paragraph (a)(i)
          [ ] on (date) pursuant to paragraph (a)(i) of Rule 485.

If appropriate, check the following box:

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

Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2. Registrant filed the Rule 24f-2
Notice for the most recent fiscal year on or about March 28, 1998.

<PAGE>

                          CROSS REFERENCE TO ITEMS REQUIRED
                                    BY FORM N-8B-2


N-8B-2 Items                 Caption in Prospectus
- ------------                 ---------------------

1.                           SAFECO, The Separate Account
2.                           SAFECO
3.                           Not Applicable
4.                           Distribution of the Policies
5.                           The Separate Account
6.(a)                        Not Applicable
6.(b)                        Not Applicable
9.                           Legal Proceedings
10.                          The Policy
11.                          Variable Insurance Products Funds
12.                          Variable Insurance Products Funds
13.                          Charges and Deductions
14.                          The Policy
15.                          The Separate Account
16.                          Variable Insurance Products Funds
17.                          Policy Benefits and Rights
18.                          The Policy
19.                          Not Applicable
20.                          Not Applicable
21.                          Not Applicable
22.                          Not Applicable
23.                          Not Applicable
24.                          Not Applicable
25.                          SAFECO
26.                          SAFECO
27.                          SAFECO
28.                          SAFECO
29.                          SAFECO
30.                          SAFECO
31.                          Not Applicable
32.                          Not Applicable
33.                          Not Applicable
34.                          Not Applicable
35.                          Not Applicable
36.                          SAFECO
37.                          Not Applicable
38.                          Distribution of the Policies
39.                          Distribution of the Policies
40.                          Not Applicable
41.(a)                       Distribution of the Policies
42.                          Not Applicable
43.                          Not Applicable
44.                          The Policy
45.                          Not Applicable
46.                          Policy Benefits and Rights
47.                          Not Applicable
48.                          Not Applicable
49.                          Not Applicable
50.                          Not Applicable
51.                          SAFECO, The Policy
52.                          Variable Insurance Products Funds
53.                          Tax Status
54.                          Financial Statements
55.                          Not Applicable

<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY
- ------------------------------------------------------------------------
 
This Prospectus describes an individual flexible premium variable life insurance
policy ("Policy"). The Policy is designed for the maximum flexibility in meeting
the insurance needs of individuals. The Policy provides death protection until
the Policy Anniversary following the Primary Insured's 95th birthday, at which
time SAFECO will pay the value of the Policy Account, less any outstanding
indebtedness.
 
Net premiums will be placed in the Owner's Policy Account, which are then
allocated to one or more Investment Divisions of SAFECO Life Insurance Company's
("SAFECO") Separate Account SL ("Separate Account") and/or to SAFECO's
Guaranteed Interest Division.
 
The Separate Account has Investment Divisions, each of which invests in shares
of a corresponding portfolio of Fidelity's Variable Insurance Products Fund,
Fidelity's Variable Insurance Products Fund II, Fidelity's Variable Insurance
Products Fund III, Lexington Natural Resources Trust, Lexington Emerging Markets
Fund, Inc., SAFECO Resource Series Trust, Wanger Advisors Trust and American
Century Variable Portfolios, Inc., collectively, the "Funds." (See "The Separate
Account" on Page 5 for further information.)
 
Fidelity's Variable Insurance Products Fund ("VIP") is a trust comprised of five
mutual fund portfolios, each of which is currently available in connection with
the Policies. The five portfolios are: VIP Money Market, VIP High Income, VIP
Equity-Income, VIP Growth and VIP Overseas.
 
Fidelity's Variable Insurance Products Fund II ("VIP II") is a trust comprised
of five mutual fund portfolios, each of which is currently available in
connection with the Policies. The five portfolios are: VIPII Investment Grade
Bond, VIPII Asset Manager, VIPII Index 500, VIPII Asset Manager: Growth, and
VIPII Contrafund.
 
Fidelity's Variable Insurance Products Fund III ("VIP III") is a trust comprised
of three mutual fund portfolios, each of which is currently available in
connection with the Policies. The three portfolios are: VIPIII Growth
Opportunities, VIPIII Growth & Income and VIPIII Balanced.
 
Lexington Natural Resources Trust and the Lexington Emerging Markets Fund, Inc.
("Lexington Emerging Markets Fund") each consist of only one portfolio which are
offered hereunder; the Lexington Natural Resources Portfolio and the Lexington
Emerging Markets Portfolio, respectively.
 
SAFECO Resource Series Trust ("SAFECO RST") currently consists of six
portfolios, five of which are currently available in connection with the
Policies. The five portfolios are: Equity, Growth, Northwest, Bond and Small
Company.
 
Wanger Advisors Trust ("Wanger") currently consists of two portfolios, one of
which is currently available in connection with the Policies. The portfolio is
Wanger U.S. Small Cap.
 
American Century Variable Portfolios, Inc. ("ACVP") currently consists of six
portfolios, two of which are currently available in connection with the
Policies. The two portfolios are: VP International and VP Balanced.
 
The Guaranteed Interest Division is part of SAFECO's general account.
 
The portion of the Policy Account that is in an Investment Division of the
Separate Account will vary depending on the value of such Investment Division,
which in turn depends on the investment performance of the corresponding
portfolio of the Funds. There are no minimum guarantees as to the value of such
portion of the Policy Account. The portion of the Policy Account that is in the
Guaranteed Interest Division will accumulate, after deductions, at a rate of
interest determined by SAFECO. Such rate will not be less than 4% per year.
 
It may not be advantageous to purchase the Policy as a replacement for another
type of life insurance. It also may not be advantageous to purchase flexible
premium variable life insurance to obtain additional insurance protection if the
purchaser already owns another flexible premium life insurance policy.
 
The amount of death benefit, or the duration of insurance coverage, or both, may
be variable or fixed as elected by the Owner.
 
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.
 
PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
 
THIS PROSPECTUS MUST BE ACCOMPANIED BY OR PRECEDED BY CURRENT PROSPECTUSES FOR
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND, FIDELITY'S VARIABLE INSURANCE
PRODUCTS FUND II, FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND III, LEXINGTON
NATURAL RESOURCES TRUST, LEXINGTON EMERGING MARKETS FUND, INC., SAFECO RESOURCE
SERIES TRUST, WANGER ADVISORS TRUST, AND AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC.
 
THE DATE OF THIS PROSPECTUS IS MAY 1, 1998.
- --------------------------------------------------------------------------------
 
                                     ( i )
<PAGE>
GLOSSARY
 
ADMINISTRATIVE OFFICE
 
Refers to the office where all requests should be addressed. The address of the
Administrative Office is P.O. Box 34690, Seattle, Washington 98124-8991. The
phone number is 1-800-426-7355.
 
ATTAINED AGE
 
Age of Insured on most recent Policy Anniversary.
 
BENEFICIARY
 
The Beneficiary is as named in the application, unless later changed. The
Beneficiary is entitled to the insurance benefits of the Policy.
 
EFFECTIVE DATE
 
The Effective Date is the date when insurance coverage begins under the Policy.
 
FACE AMOUNT OF INSURANCE
 
The amount chosen by the Owner used to determine the death benefit.
 
GUARANTEED INTEREST DIVISION
 
The Guaranteed Interest Division is part of SAFECO's general account and
guarantees the principal and interest rate paid.
 
INSURED
 
Primary Insured and Rider Insured(s) identified in the Policy.
 
INVESTMENT DIVISION
 
A Division of the Separate Account invested wholly in shares of one of the
portfolios of the Funds.
 
MATURITY DATE
 
The Policy Anniversary following the Primary Insured's 95th birthday. On the
Maturity Date, the Net Cash Surrender Value will be paid to the Owner.
 
MAXIMUM PREMIUM
 
The annual premium for the Face Amount of Insurance at issue that would be
payable in equal amounts through the Maturity Date and which is based on: the
guaranteed cost of insurance using the 1980 Commissioner's Standard Ordinary
Mortality Table, the other charges made in accordance with the Policy, and the
net investment earnings at an effective annual rate of 5%.
 
MONTHLY ANNIVERSARY
 
The same day as the Effective Date for each succeeding month.
 
NET CASH SURRENDER VALUE
 
The Net Cash Surrender Value is equal to the amount in the Owner's Policy
Account, minus any applicable surrender charge, minus any loan and loan
interest.
 
NET PREMIUM
 
The premium paid less the premium tax charge that varies by state or
subdivision.
 
OWNER
 
The Owner is the Primary Insured unless named otherwise in the application or
later changed.
 
POLICY ACCOUNT
 
The sum of the value of Policy assets both in the Guaranteed Interest Division
and the Separate Account.
 
                                     ( ii )
<PAGE>
POLICY ANNIVERSARY
 
The same day and month as the Effective Date for each succeeding year.
 
POLICY MONTH
 
A period of time commencing on the same day of the month as the Effective Date
and ending on the day preceding the same day of the next month.
 
POLICY YEAR
 
The first Policy Year starts on the Effective Date. Future Policy Years start on
the same day and month in each subsequent year, i.e., the Policy Anniversary.
 
PRIMARY INSURED
 
The insured person whose death benefit includes the Policy Account.
 
SEPARATE ACCOUNT
 
A segregated asset account named SAFECO Separate Account SL, maintained by
SAFECO into which a portion of its assets has been allocated for variable life
policies.
 
UNIT VALUE
 
The unit of measure used to determine the value of the Investment Divisions in
the Separate Account.
 
VALUATION DAY
 
A valuation day is each day that the NYSE is open for trading.
 
VALUATION PERIOD
 
The interval of time between a Valuation Day and the next Valuation Day. It is
measured from the closing of the NYSE.
 
                                    ( iii )
<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                  PAGE
<S>                                                                                             <C>
SUMMARY.......................................................................................          1
SAFECO........................................................................................          5
        Advertising and Performance...........................................................          5
 
THE SEPARATE ACCOUNT..........................................................................          5
 
SEPARATE ACCOUNT INVESTMENT DIVISIONS.........................................................          6
 
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS..........................................          6
        Fidelity's Variable Insurance Products Fund Investment Objectives and Policies of the
        Portfolios............................................................................          6
        Fidelity's Variable Insurance Products Fund II Investment Objectives and Policies of
        the Portfolios........................................................................          7
        Fidelity's Variable Insurance Products Fund III Investment Objectives and Policies of
        the Portfolios........................................................................          8
        Lexington Natural Resources Trust Investment Objectives and Policies of the
        Portfolio.............................................................................          8
        Lexington Emerging Markets Fund Investment Objectives and Policies of the Portfolio...          9
        SAFECO Resource Series Trust Investment Objectives and Policies of the Portfolios.....          9
        Wanger Advisors Trust Investment Objectives and Policies of the Portfolio.............          9
        American Century Variable Portfolios, Inc. Investment Objectives and Policies of the
        Portfolios............................................................................          9
        Substitution of Securities............................................................         10
 
ALLOCATIONS...................................................................................         10
PREMIUMS......................................................................................         11
        The Initial Premium...................................................................         11
        Subsequent Premiums...................................................................         11
        Limits................................................................................         11
        Grace Period..........................................................................         11
        Reinstatement.........................................................................         11
 
POLICY BENEFITS AND RIGHTS....................................................................         12
        Insurance Benefits....................................................................         12
        Death Benefit.........................................................................         12
        Guaranteed Death Benefit Endorsement..................................................         12
        Changing Face Amount of Insurance or Death Benefit Option.............................         13
        Transfers Among Investment Options....................................................         13
        Policy Loans..........................................................................         14
        Loan Interest.........................................................................         14
        Loan Repayment........................................................................         15
        Cash Withdrawal.......................................................................         15
        Full Cash Surrender...................................................................         15
        Other Services........................................................................         15
            Programs..........................................................................         15
            Dollar Cost Averaging Program.....................................................         16
            Automatic Asset Reallocation Program..............................................         16
            SMART Distribution Program........................................................         16
 
CHARGES AND DEDUCTIONS........................................................................         17
        Deductions From Premium Payments......................................................         17
            Premium Tax Charge................................................................         17
        Deductions from Policy Account........................................................         17
              First Year Administrative Charge................................................         17
</TABLE>
 
                                     ( iv )
<PAGE>
<TABLE>
<S>                                                                                             <C>
              Monthly Charges.................................................................         17
                The Monthly Administrative Charge.............................................         17
                The Monthly Cost of Insurance for the Primary Insured.........................         17
                The Monthly Cost of Any Benefits Provided by Riders...........................         17
        Deductions from Separate Account......................................................         17
            Mortality and Expense Risk Charge.................................................         17
            Income Tax Charge.................................................................         17
        Surrender Charges.....................................................................         18
            Full Surrenders...................................................................         18
            Decreases in Face Amount of Insurance.............................................         18
        Fund Expenses.........................................................................         19
            Fidelity's VIP, VIP II and VIP III Funds..........................................         19
            Lexington Natural Resources Trust and Lexington Emerging Markets Fund.............         19
            SAFECO Resource Series Trust......................................................         20
            Wanger Advisors Trust.............................................................         20
            American Century Variable Portfolios, Inc.........................................         20
 
VALUATION.....................................................................................         20
OTHER PROVISIONS..............................................................................         21
        Owner.................................................................................         21
        Beneficiary...........................................................................         21
        Changing Owner or Beneficiary.........................................................         21
        Assignment............................................................................         21
 
DELAY OF PAYMENTS.............................................................................         21
MANAGEMENT OF THE COMPANY.....................................................................         22
TAX STATUS....................................................................................         22
        Introduction..........................................................................         22
        Diversification.......................................................................         23
        Tax Treatment of the Policy...........................................................         24
        Policy Proceeds.......................................................................         24
        Tax Treatment of Loans and Surrenders.................................................         24
        Multiple Policies.....................................................................         25
        Tax Treatment of Assignments..........................................................         25
        Qualified Plans.......................................................................         25
 
SEPARATE ACCOUNT VOTING RIGHTS................................................................         25
        Disregard of Voting Instructions......................................................         26
 
DISTRIBUTION OF THE POLICIES..................................................................         26
REPORTS TO POLICY OWNERS......................................................................         26
LEGAL PROCEEDINGS.............................................................................         26
EXPERTS.......................................................................................         26
FINANCIAL STATEMENTS..........................................................................         27
YEAR 2000.....................................................................................         27
 
APPENDIX A -- FINANCIAL STATEMENTS............................................................        A-1
 
APPENDIX B -- HYPOTHETICAL ILLUSTRATIONS
        Of Death Benefits, Policy Account and Net Cash Surrender Values, and Accumulated
        Premiums..............................................................................        B-1
 
APPENDIX C -- ILLUSTRATIONS
        Of Variation in Death Benefit, Policy Account and Cash Surrender Values in Relation to
        the Funds' Investment Experience......................................................        C-1
 
APPENDIX D -- STANDARD & POOR'S 500...........................................................        D-1
 
APPENDIX E -- LONG TERM MARKET TRENDS.........................................................        E-1
</TABLE>
 
                                     ( v )
<PAGE>
                      [This page intentionally left blank]
 
                                     ( vi )
<PAGE>
SUMMARY
- ------------------------------------------------------------------------
 
The following summary of Prospectus information and diagram of the Policy should
be read in conjunction with the detailed information appearing elsewhere in this
Prospectus. Unless otherwise indicated, the description of the Policy contained
in this Prospectus assumes that the Policy is in force and that there is no
outstanding indebtedness.
 
                               DIAGRAM OF POLICY
 
                                PREMIUM PAYMENTS
 
                   - The Owner can vary amount and frequency.
                                       /
 
                            DEDUCTIONS FROM PREMIUMS
 
               - Premium tax that varies by state or subdivision.
                                       /
 
                                  NET PREMIUM
 
   - The Owner directs the net premium to be invested in the Guaranteed
   Interest Division (GID) or to the Separate Account which offers twenty three
   different Investment Divisions. Each Investment Division invests in a
   separate portfolio of Fidelity's Variable Insurance Products Fund,
   Fidelity's Variable Insurance Products Fund II, Fidelity's Variable
   Insurance Products Fund III, Lexington Natural Resources Trust, Lexington
   Emerging Markets Fund, SAFECO Resource Series Trust, Wanger Advisors Trust
   or American Century Variable Portfolios, Inc.
                                       /
 
                         DEDUCTIONS FROM POLICY ACCOUNT
 
   - Monthly charge for cost of insurance and cost of any riders.
 
   - Monthly charge for administrative expenses of $25.00 per month the first
   year, $5.00 per month thereafter.
                                       /
 
                        DEDUCTIONS FROM SEPARATE ACCOUNT
 
   - Daily charge, at an annual rate of 0.70% from the Investment Divisions for
   mortality and expense risks. This charge is not deducted from the GID.
 
   - Investment advisory fees and fund expenses are deducted from each
   portfolio.
                                       /
 
                                    BENEFITS
 
 LIVING BENEFITS:
 
   - Policy loans are available during the first ten Policy Years through 2%
   net interest rate Policy loans.
 
   - Preferred Policy loans and all Policy loans following the tenth Policy
   Anniversary are at a zero net interest rate.
 
   - The Policy may be surrendered at any time for its Net Cash Surrender
   Value.
 
   - Withdrawals can be made after the first Policy Anniversary (subject to
   certain restrictions). The death benefit will be reduced by the amount of
   the withdrawal.
 
   - Accelerated payment of a portion of the lowest scheduled death benefit is
   available under certain conditions to Insureds suffering from terminal
   illnesses.
 
 RETIREMENT PLANNING:
 
   - Loans or withdrawals of Net Cash Surrender Values may be taken.
 
 DEATH BENEFITS:
 
   - Death benefits are income tax free to the Beneficiary.
 
   - Lifetime income to the Beneficiary is available in a variety of settlement
   options.
 
   - For certain Policies a Guaranteed Death Benefit Endorsement may be added
   to the Policy.
 
                                       1
<PAGE>
THE POLICY
 
The Policy described in this Prospectus is a flexible premium variable life
insurance policy. The Policy is "flexible" because unlike the fixed premium and
benefits of an ordinary whole life insurance policy, the frequency and amount of
premium payments can vary, the Owner can choose between death benefit options
and increase or decrease the amount of insurance coverage, all within the same
policy of insurance.
 
After SAFECO accepts the Primary Insured, receives at least the minimum initial
premium and deducts certain charges, the Policy Account is established. For the
first 25 days after SAFECO establishes the Owner's Policy Account, the Policy
Account will be allocated to the Money Market Investment Division of the
Separate Account. At the end of this 25 day period, the Policy Account will be
allocated to the Investment Divisions of the Separate Account and to the
unloaned portion of the Guaranteed Interest Division in accordance with the
Owner's instructions. The Policy Account reflects the amount and frequency of
premium payments, deductions for the cost of insurance and expenses, the
investment experience of amounts allocated to the Separate Account, interest
earned on amounts allocated to the Guaranteed Interest Division, loans and
withdrawals. There is no minimum guaranteed value with respect to any amounts
allocated to the Separate Account.
 
The Guaranteed Interest Division guarantees the principal and interest credited
and paid. The declared interest rate will vary and is guaranteed to never be
less than 4% per year.
 
The Policy is "variable" because the Policy Account, and under certain
circumstances the death benefit under the Policy, may increase or decrease
depending upon the investment results of the selected Investment Divisions of
the Separate Account.
 
There are two death benefit options: Option A and Option B. If death benefit
Option A is in effect, the death benefit is the greater of the Face Amount of
Insurance or a percentage of the amount in the Policy Account. Under this
option, the amount of the death benefit is fixed, except when it is determined
by such a percentage. If death benefit Option B is in effect, the death benefit
is the greater of the Face Amount of Insurance plus the amount in the Policy
Account, or a percentage of the amount in the Policy Account. Under this option,
the amount of the death benefit is variable. The Owner can change the selection
of death benefit option.
 
SAFECO makes monthly deductions from the Policy Account (i) to cover the cost of
the benefits provided by the Policy, (ii) to cover the cost of any benefits
provided by riders to the Policy and (iii) for the cost of administering the
Policy. If the Net Cash Surrender Value of the Policy is not sufficient to cover
the monthly deduction when due, a grace period of 61 days will be allowed for
the payment of a premium or a loan repayment. If a premium or a loan repayment
sufficient to cover three monthly deductions of cost of insurance plus other
charges made in accordance with the Policy is still unpaid at the end of the
grace period, the Policy will lapse and all coverage under the Policy will
terminate. If the Guaranteed Death Benefit Endorsement is in force with the
Policy, then as long as required premiums are paid, the Policy will not
terminate prior to the Primary Insured's 80th birthday and a death benefit will
be payable upon the death of the Primary Insured regardless of the investment
performance of the Investment Divisions selected. (See "Guaranteed Death Benefit
Endorsement" on Page 12.)
 
The Policy has been designed to comply with the definition of life insurance
contained in Section 7702 of the Internal Revenue Code of 1986, as amended.
However, the law in this regard is very complex and unclear. While every attempt
has been made to comply, there is the risk that the Internal Revenue Service
will not concur with SAFECO's interpretations of Section 7702 that were made in
determining such compliance. For a further discussion, see "Tax Status -- Tax
Treatment of the Policy" on Page 24.
 
THE SEPARATE ACCOUNT
 
The Separate Account has been established by SAFECO pursuant to the insurance
laws of the State of Washington and is organized as a unit investment trust
under the Investment Company Act of 1940, as amended. Net premiums are placed in
the Owner's Policy Account, which are then allocated to one or more Investment
Divisions of the Separate Account and/or to the Guaranteed Interest Division.
The Separate Account is divided into Investment Divisions. Each Investment
Division invests in portfolio(s) of the Funds. The Owner can choose to allocate
net premiums or cash value in up to seventeen of the available twenty three
Investment Divisions at any one time.
 
                                       2
<PAGE>
Fidelity's Variable Insurance Products Fund ("VIP") is a trust comprised of five
mutual fund portfolios, each of which is currently available in connection with
the Policies. The five portfolios are: VIP Money Market, VIP High Income, VIP
Equity-Income, VIP Growth and VIP Overseas.
 
Fidelity's Variable Insurance Products Fund II ("VIP II") is a trust comprised
of five mutual fund portfolios, each of which is currently available in
connection with the Policies. The five portfolios are: VIPII Investment Grade
Bond, VIPII Asset Manager, VIPII Index 500, VIPII Asset Manager: Growth, and
VIPII Contrafund.
 
Fidelity's Variable Insurance Products Fund III ("VIP III") is a trust comprised
of three mutual fund portfolios, each of which is currently available in
connection with the Policies. The three portfolios are: VIPIII Growth
Opportunities, VIPIII Growth & Income and VIPIII Balanced.
 
Lexington Natural Resources Trust and the Lexington Emerging Markets Fund, Inc.
("Lexington Emerging Markets Fund") each consist of only one portfolio which are
offered hereunder; the Lexington Natural Resources Portfolio and the Lexington
Emerging Markets Portfolio, respectively.
 
SAFECO Resource Series Trust ("SAFECO RST") currently consists of six
portfolios, five of which are currently available in connection with the
Policies. The five portfolios are: Equity, Growth, Northwest, Bond and Small
Company Stock.
 
Wanger Advisors Trust ("Wanger") currently consists of two portfolios, one of
which is currently available in connection with the Policies. The portfolio is
Wanger U.S. Small Cap.
 
American Century Variable Portfolios, Inc. ("ACVP") currently consists of six
portfolios, two of which are currently available in connection with the
Policies. The two portfolios are: VP International and VP Balanced.
 
RIGHT TO EXAMINE THE POLICY
 
The Owner may examine the Policy and if for any reason is not satisfied, may
cancel the Policy by returning it with a written request for cancellation to
SAFECO's Administrative Office by the later of: (a) the 30th day after receipt;
or (b) the 45th day after Part I of the application was signed. If the Owner
cancels the Policy, SAFECO will refund an amount equal to the premium payments
made under the Policy.
 
CHARGES AND DEDUCTIONS
 
FROM THE PREMIUM PAYMENTS
 
PREMIUM TAX CHARGE.  State and/or local premium taxes are assessed based on the
Owner's residence.
 
FROM THE POLICY ACCOUNT
 
FIRST YEAR ADMINISTRATIVE CHARGE.  During the first Policy Year, a charge of
$20.00 is deducted from the Policy Account at the beginning of each Policy
Month.
 
MONTHLY DEDUCTION.  Deductions from the Policy Account at the beginning of each
Policy Month consist of:
 
1.  THE MONTHLY ADMINISTRATIVE CHARGE is currently $5.00 per Policy Month.
    SAFECO has reserved the right to change this charge, but it will never be
    more than $8.00 per Policy Month;
 
2.  THE MONTHLY COST OF INSURANCE for the Primary Insured; and
 
3.  THE MONTHLY COST OF ANY BENEFITS provided by riders to the Policy.
 
FROM THE SEPARATE ACCOUNT
 
MORTALITY AND EXPENSE RISK CHARGE.  This charge is equal on an annual basis to
0.70% of the daily net asset value of the Separate Account.
 
INCOME TAX CHARGE.  SAFECO has reserved the right to make a provision for
federal, state and local income taxes which have resulted from the operation of
any Investment Division of the Separate Account.
 
                                       3
<PAGE>
SURRENDER CHARGES
 
FOR FULL SURRENDERS.  A surrender charge of up to 50% of the Maximum Premium
will be deducted from the Policy Account if the Policy is surrendered in the
first ten Policy Years. An Owner can minimize the amount of Surrender Charge by
limiting the amount of premiums paid in the first year. (See "Charges and
Deductions -- Surrender Charges" on Page 18.)
 
FOR DECREASES IN FACE AMOUNT OF INSURANCE.  A portion of the Surrender Charge
will be deducted from the Policy Account for decreases in the Face Amount of
Insurance. (See "Charges and Deductions -- Surrender Charges" on Page 18.)
 
FUND EXPENSES
 
Each portfolio of the Funds pays an investment advisory fee. The Funds have also
assumed responsibility for paying certain operating expenses. (See "Charges and
Deductions -- Fund Expenses" on Page 19.)
 
For a complete discussion of all the charges and deductions, see "Charges and
Deductions" on Page 17.
 
POLICY LOANS
 
The Owner may obtain a Policy loan, using the Policy Net Cash Surrender Value as
security. (See "Policy Benefits and Rights -- Policy Loans" on Page 14.)
 
TAX STATUS
 
MODIFIED ENDOWMENT CONTRACTS
 
The Technical and Miscellaneous Revenue Act of 1988 (TAMRA) alters the tax
treatment accorded to loans and certain distributions from life insurance
policies which are deemed to be "modified endowment contracts."
 
A Policy will be a modified endowment contract if it is issued or materially
changed on or after June 21, 1988, and if the cumulative amount paid under it at
any time during the first seven Policy Years exceeds the sum of the net level
premiums which would have been paid on or before such time if the Policy
provided for paid-up future benefits after the payment of seven level annual
premiums (the "7-pay test"). A material change to the Policy at any time results
in the commencement of a new 7-pay test period. An increase in a death benefit
not as a result of investment performance is a material change. A Policy that
was entered into prior to June 21, 1988, may be deemed to be a modified
endowment contract if it is materially changed and fails to meet the 7-pay test.
If the Policy is acquired through an exchange of another life insurance policy,
the 7-pay test is applicable even though the original policy was entered into
prior to June 21, 1988. Due to the flexible premium nature of the Policy, the
determination of whether it qualifies for treatment as a modified endowment
contract depends on the individual circumstances of each Policy. SAFECO will
make every effort to provide Owners with information necessary to determine the
applicability of the 7-pay test. However, Owners should consult with a tax
advisor as to its applicability to their own circumstances.
 
If a Policy is a modified endowment contract, partial or full surrenders and/or
loan proceeds are taxable to the extent of income in the Policy and will also be
subject to an additional 10% federal income tax penalty applied to the income.
However, the penalty does not apply to any distribution: (1) made on or after
the date on which the taxpayer reaches age 59 1/2; (2) which is attributable to
the taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the
Internal Revenue Code); or (3) which is part of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the taxpayer or the joint lives (or joint life expectancies) of
such taxpayer and his or her beneficiary. These distributions are taxed using an
"income-first" method rather than a "basis-first" method. Owners should consult
a tax adviser regarding the possible tax consequences of loans from and/or
surrenders of the Policy.
 
TAMRA further provides that multiple contracts that are issued during any
calendar year to the same Owner by one company or its affiliates are treated as
one contract for purposes of determining the taxable portion of any loans or
distributions. Such treatment may result in adverse tax consequences including
more rapid taxation of the loans or
 
                                       4
<PAGE>
distributed amounts from such combination of contracts. Owners should consult a
tax adviser prior to purchasing more than one modified endowment contract during
any calendar year.
 
For more details, see "Tax Status -- Policy Proceeds" on Page 24 and "Tax Status
- -- Tax Treatment of Loans and Surrenders" on Page 24.
 
SAFECO
- ------------------------------------------------------------------------
 
SAFECO Life Insurance Company 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 address of SAFECO is P.O. Box
34690, Seattle, Washington 98124-1690. The address of the Administrative Office
is P.O. Box 34690, Seattle, Washington 98124-8991. The phone number is
1-800-426-7355. All requests should be directed to the Administrative Office.
All premium payments should be directed to the address, P.O. Box 34815, Seattle,
WA 98124-1815.
 
ADVERTISING AND PERFORMANCE
 
Total returns for the Funds may be quoted in advertising and marketing materials
when accompanied by policy performance at the Separate Account level.
Comparative performance information may also be used from time to time,
including Lipper Analytical Services, Inc., Morningstar, Inc. and The VARDS
Report by Financial Planning Resources, Inc., or major market indices such as
the Dow Jones Industrial Average Index, Standard & Poor's 500 Composite Stock
Price Index, Morgan Stanley Capital International World Index, Morgan Stanley
Emerging Markets Free Index, Morgan Stanley Capital International, Europe,
Australiasia, Far East (EAFE) Index and other circular services and
publications. Such comparative performance information will be stated in the
same terms in which the comparative data and indices are stated. The services
utilize industry standard measurements some of which are described below:
 
Relative volatility measures the variability of a return from its mean, in terms
of a standard measurement. Beta is a measure of a portfolio's market risk. The
beta of the market is 1.00 as measured with the S&P 500 Index. Accordingly, a
portfolio with a beta of 1.10 is expected to perform 10% better than the market
in up markets and 10% worse than the market in down markets. Conversely, a beta
of .85 indicates that the portfolio is expected to perform 15% worse than the
market in up markets and 15% better than the market in down markets. R(2) is a
measure of correlation between the portfolio and a benchmark index, such as the
S&P 500 Index, calculated over three years. R(2) is a proportion that ranges
between 0.00 and 1.00. As R(2) decreases, so does the validity of the benchmark
comparison.
 
THE SEPARATE ACCOUNT
- ------------------------------------------------------------------------
 
The Board of Directors of SAFECO adopted a resolution to establish a segregated
asset account pursuant to Washington insurance law on November 6, 1986. This
segregated asset account has been designated Separate Account SL. 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, as amended (the "1940 Act"). 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 Policies,
credited to or charged against the Separate Account without regard to other
income, gains or losses of SAFECO. SAFECO's obligations arising under the
Policies are general corporate obligations.
 
                                       5
<PAGE>
The Separate Account is divided into Investment Divisions. Each Investment
Division invests in shares of a corresponding portfolio of the Funds. This
Prospectus describes Policies under which net premiums are allocable to
portfolios of the Funds through Investment Divisions of the Separate Account.
 
SEPARATE ACCOUNT INVESTMENT DIVISIONS
- ------------------------------------------------------------------------
 
Each Investment Division of the Separate Account is invested solely in the
shares of one portfolio of the Funds. Each of the Funds, except Lexington
Natural Resources Trust, is an open-end, diversified management investment
company registered under the 1940 Act. Lexington Natural Resources Trust is an
open-ended, non-diversified management investment company registered under the
1940 Act. While a brief summary of the investment objectives and policies of the
portfolios of the Funds is set forth below, more comprehensive information,
including a discussion of potential risks, is found in the Prospectuses for the
Funds which are included with this Prospectus. Each of the Funds is intended for
use in connection with variable annuity contracts and variable life insurance
policies offered by various life insurance companies. For a further discussion,
see the Funds' Prospectuses. Each of the Funds has entered into an investment
advisory agreement with the respective Funds' investment advisor.
 
Shares of the Funds are issued and redeemed in connection with variable life
policies issued through the Separate Account, other SAFECO Separate Accounts
issuing variable contracts and variable annuity and/or variable life insurance
policies issued through separate accounts of life insurance companies not
affiliated with SAFECO. Shares of the SAFECO RST may also be made directly
available to qualified plans. The Funds do not foresee any disadvantage to
Owners arising out of the fact that the Funds have been made available to
separate accounts of companies not affiliated with SAFECO. Nevertheless, the
Funds 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. If such a conflict were to occur, one of the
separate accounts might withdraw its investment in the Fund(s). This might force
the Fund(s) to sell portfolio securities at disadvantageous prices.
 
INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS
- ------------------------------------------------------------------------
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND ("VIP")
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
VIP MONEY MARKET        High-quality, U.S. dollar denominated   Seeks to obtain as high a level of
                        money market securities of domestic     current income as is consistent with
                        and foreign issuers, such as            preserving capital and providing
                        certificates of deposit, obligations    liquidity.
                        of governments and their agencies and
                        commercial paper and notes.
 
VIP HIGH INCOME         At least 65% in income-producing debt   Seeks to obtain a high level of
                        securities and preferred stocks,        current income by investing primarily
                        including convertible securities; up    in high- yielding, lower-rated,
                        to 20% in common stocks and other       fixed-income securities, while also
                        equity securities; and up to 15% in     considering growth of capital.
                        securities that are illiquid by virtue  High-yielding lower grade corporate
                        of restrictions on resale and all       debt securities are commonly known as
                        other illiquid securities.              "junk bonds" and involve a significant
                                                                degree of risk. See "Securities and
                                                                Investment Practices" in the
                                                                accompanying Variable Insurance
                                                                Products Fund Prospectus.
 
VIP EQUITY-INCOME       At least 65% in income-producing        Seeks reasonable income by investing
                        equity securities, and the flexibility  primarily in income-producing equity
                        to invest the balance in all types of   securities, with the potential for
                        domestic and foreign securities,        capital appreciation as a
                        including bonds.                        consideration.
</TABLE>
 
                                       6
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
VIP GROWTH              Portfolio will normally purchase        Seeks to achieve capital appreciation.
                        common stocks, although investments
                        are not restricted to any one type of
                        security. Capital appreciation may
                        also be found in other types of
                        securities, including bonds and
                        preferred stocks.
 
VIP OVERSEAS            Normally invests at least 65% of its    Seeks long-term growth of capital
                        assets in securities of issuers whose   primarily through investments in
                        principal activities are located        foreign securities.
                        outside the United States.
 
                                                                Funds focused on international
                                                                investing involve additional risks
                                                                compared to funds invested in
                                                                primarily domestic securities.
                                                                International funds have increased
                                                                economic and political risks as they
                                                                are exposed to events and factors in
                                                                various world markets that are beyond
                                                                our control.
</TABLE>
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II ("VIP II")
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
VIP II INVESTMENT       The Portfolio will maintain a dollar-   Seeks as high a level of current
GRADE BOND              weighted average portfolio maturity of  income as is consistent with the
                        ten years or less. Under normal         preservation of capital by investing
                        conditions, at least 65% of the         in a broad range of investment-grade,
                        Portfolio's total assets will be        fixed-income securities.
                        invested in investment-grade
                        fixed-income securities such as bonds,
                        notes and debentures. Investment-grade
                        securities are those rated Baa or
                        better by Moody's Investors Service,
                        Inc. or BBB or better by Standard &
                        Poor's Corporation, and unrated
                        securities judged by Fidelity
                        Management to be of equivalent
                        quality.
 
VIP II ASSET MANAGER    The Portfolio allocates its assets      Seeks high total return with reduced
                        among domestic and foreign stocks,      risk over the long-term.
                        bonds and short-term money market
                        instruments.
 
VIP II INDEX 500        The Portfolio's assets will be          Seeks investment results that
                        invested in equity securities of        correspond to the total return (i.e.,
                        companies which compose the S&P 500*.   the combination of capital changes and
                                                                income) of common stocks publicly
                                                                traded in the United States, as
                                                                represented by the Standard & Poor's
                                                                Composite Index of 500 Stocks, while
                                                                keeping transaction costs and other
                                                                expenses low.
</TABLE>
 
* "Standard & Poor's-Registered Trademark-", "S&P-Registered Trademark-", "S&P
  500-Registered Trademark-", "Standard & Poor's 500" and "500" are trademarks
  of Standard & Poor's Corporation ("S&P") and have been licensed for use by
  SAFECO. The Index 500 Portfolio is not sponsored, endorsed, sold or promoted
  by S&P and S&P makes no representation regarding the advisability of investing
  in the Index 500 Portfolio.
 
                                       7
<PAGE>
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
VIP II ASSET MANAGER:
GROWTH                  The Portfolio's assets will be          Seeks maximum total return over the
                        diversified across domestic and         long term.
                        foreign stocks, bonds and short term
                        instruments while maintaining a
                        neutral mix which will vary over short
                        term periods gradually adjusting the
                        Portfolio's holdings within defined
                        ranges.
 
VIP II CONTRAFUND       The Portfolio's assets will be          Seeks long-term capital appreciation.
                        invested mainly in securities of
                        companies whose value FMR believes is
                        not fully recognized by the public.
                        This strategy can lead to investments
                        in stocks of small companies which may
                        not be well-known.
</TABLE>
 
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND III ("VIP III")
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
VIP III GROWTH          The Portfolio's assets will be          Seeks to provide capital growth
OPPORTUNITIES           invested mainly in common stocks and    through investing in common stocks and
                        securities convertible to common        securities convertible into common
                        stocks.                                 stocks.
 
VIP III GROWTH &        The Portfolio's assets will be          Seeks high total return through a
INCOME                  invested mainly in equity securities    combination of current income and
                        of companies that pay current           capital appreciation.
                        dividends and show potential for
                        growth in earnings. The fund may also
                        invest in debt securities and equity
                        securities that are not paying
                        dividends, but offer potential for
                        capital appreciation or future income.
                        Investments may also include preferred
                        stocks and investment-grade debt
                        securities.
 
VIP III BALANCED        The Portfolio allocates its assets      Seeks high total return through a
                        among stocks, fixed-income senior       combination of current income and
                        securities and other securities.        capital appreciation.
</TABLE>
 
LEXINGTON NATURAL RESOURCES TRUST
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
LEXINGTON NATURAL       Natural resource assets are materials   Seeks long-term growth of capital
RESOURCES               derived from natural sources which      through investing primarily in common
                        have economic value. The Portfolio      stocks of companies that own or
                        seeks to identify securities of         develop natural resources and other
                        companies that, in its management's     basic commodities, or supply goods and
                        opinion, are undervalued relative to    services to such companies.
                        the value of natural resource holdings
                        of such companies in light of current
                        and anticipated economic or financial
                        conditions. Examples of natural
                        resource assets include companies that
                        specialize in energy sources, forest
                        products, environmental technology,
                        agriculture products, chemical
                        products, metals (ferrous and
                        non-ferrous, strategic, precious) and
                        other basic commodities.
</TABLE>
 
                                       8
<PAGE>
LEXINGTON EMERGING MARKETS FUND, INC. ("LEXINGTON EMERGING MARKETS FUND")
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
LEXINGTON EMERGING      The Portfolio invests primarily in      Seeks long-term growth of capital
MARKETS                 emerging country and emerging market    primarily through investment in equity
                        equity securities. For purposes of its  securities and equivalents of
                        objective, the Portfolio considers      companies domiciled in, or doing
                        emerging country equity securities to   business in emerging countries and
                        be any country whose economy and        emerging markets.
                        market the World Bank or United
                        Nations considers to be emerging or
                        developing. Examples of these
                        countries include Malaysia, Thailand,
                        Philippines, Brazil, Chile and Poland.
</TABLE>
 
SAFECO RESOURCE SERIES TRUST ("SAFECO RST")
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
SAFECO RST EQUITY       The Portfolio ordinarily invests        Seeks long-term growth of capital and
                        principally in common stocks or         reasonable current income.
                        securities convertible into common
                        stocks.
 
SAFECO RST GROWTH       The Portfolio ordinarily invests a      Seeks growth of capital and the
                        preponderance of its assets in common   increased income that ordinarily
                        stock selected for potential            follows from such growth.
                        appreciation.
 
SAFECO RST NORTHWEST    The Portfolio invests at least 65% of   Seeks long-term growth of capital
                        its total assets in securities issued   through investing primarily in
                        by companies with their principal       Northwest companies.
                        executive offices located in, Alaska,
                        Idaho, Montana, Oregon or Washington.
 
SAFECO RST BOND         The Portfolio invests primarily in      Seeks as high a level of current
                        medium-term debt securities.            income as is consistent with the
                                                                relative stability of capital.
 
SAFECO RST SMALL        The Portfolio will invest primarily in  Seeks long-term growth of capital
COMPANY                 companies with total market             through investing primarily in
                        capitalization of less than $1          small-sized companies.
                        billion.
</TABLE>
 
WANGER ADVISORS TRUST
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
WANGER U.S. SMALL CAP   The portfolio invests primarily in      Seeks long-term growth of capital.
                        stocks of small and medium-size U.S.
                        companies.
</TABLE>
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. ("ACVP")
 
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
AMERICAN CENTURY VP     The fund will seek to achieve its       Seeks capital growth.
INTERNATIONAL           investment objective by investing
                        primarily in securities of foreign
                        companies that meet certain
                        fundamental and technical standards of
                        selection and have, in the opinion of
                        the investment manager, potential for
                        appreciation. The fund tries to stay
                        fully invested in such securities,
                        regardless of the movement of stock
                        prices generally.
</TABLE>
 
                                       9
<PAGE>
<TABLE>
<CAPTION>
PORTFOLIO               INVESTMENT POLICY                       OBJECTIVES
- ----------------------  --------------------------------------  --------------------------------------
<S>                     <C>                                     <C>
AMERICAN CENTURY VP     The fund will seek to achieve its       Seeks capital growth and current
BALANCED                objective by investing approximately    income.
                        60% of its assets in growth stocks and
                        the remainder in fixed income
                        securities. With regard to the equity
                        portion, the fund will invest in
                        common stocks (including securities
                        convertible into common stocks and
                        other equity equivalents) and other
                        securities that meet certain
                        fundamental and technical standards of
                        selection and have, in the opinion of
                        the fund's investment manager,
                        better-than-average potential for
                        appreciation. The fixed income portion
                        of the fund will be invested in fixed
                        income securities, with a minimum of
                        25% of the fund's assets in fixed
                        income senior securities.
</TABLE>
 
There is no assurance that the investment objective of any of the portfolios
will be met. Owners bear the complete investment risk for Policy Account values
allocated to an Investment Division.
 
Additional portfolios and/or additional funds may from time to time be made
available as investments to underlie the Policy. However, the right to make such
selections will be limited by the terms and conditions imposed on such
transactions by SAFECO.
 
SUBSTITUTION OF SECURITIES
 
If the shares of the Funds or any portfolio within the Funds become unavailable
for investment by the Separate Account or, if in the judgment of SAFECO, further
investment in such shares becomes inappropriate in view of the purposes of the
Policy, SAFECO may substitute shares of another mutual fund (or portfolio within
the Fund(s)). No substitution of securities may take place without prior
approval of the Securities and Exchange Commission and under the requirements it
may impose.
 
ALLOCATIONS
- ------------------------------------------------------------------------
 
The Policy provides investment options for the amount in the Policy Account. The
Owner specifies the original premium allocation and deduction allocation
percentages in the application for the Policy. Unless changed, such percentages
also apply to subsequent premium and deductions. Allocation percentages must be
zero or a whole number not greater than 100. The sum of the premium allocation
percentages and of the deduction allocation percentages must each equal 100. The
Owner can maintain balances in a maximum of seventeen Investment Divisions, in
addition to the Guaranteed Interest Division, at any one time.
 
After SAFECO accepts the Primary Insured, receives at least the minimum initial
premium and deducts certain charges, the Policy Account is established for the
Owner. For the first 25 days after SAFECO establishes the Owner's Policy
Account, the Policy Account will be allocated to the Money Market Investment
Division of the Separate Account. At the end of this 25 day period, the Policy
Account may be allocated to one or more Investment Divisions up to a maximum of
seventeen and to the unloaned portion of the Guaranteed Interest Division in
accordance with the Owner's instructions. Additional premiums and deductions
will be allocated to the Investment Divisions of the Separate Account and to the
unloaned portion of the Guaranteed Interest Division as specified by the Owner.
 
If SAFECO cannot make a monthly deduction on the basis of the allocation
percentages, the deduction will be based on the proportion that the unloaned
value in the Guaranteed Interest Division and the values in the Investment
Divisions bear to the total unloaned value in the Policy Account.
 
                                       10
<PAGE>
PREMIUMS
- ------------------------------------------------------------------------
 
THE INITIAL PREMIUM
 
The initial premium payment is due on or before delivery of the Policy. The
minimum initial premium required is that premium sufficient to cover two monthly
deductions for cost of insurance plus other charges made in accordance with the
Policy. The agent selling the Policy will provide a prospective purchaser with
this information. No insurance will take effect before the initial premium
payment is paid.
 
SUBSEQUENT PREMIUMS
 
Additional premiums may be paid at any time at P.O. Box 34815, Seattle, WA
98124-1815 while the Policy is in force and before the Maturity Date. These
premiums must be in the form of a check or money order payable to SAFECO Life.
Such premiums may be in any amount subject to the limits described below.
 
If the Owner elects to pay premiums on a planned periodic premium basis, SAFECO
will send premium reminder notices. Instead of receiving premium reminder
notices, an Owner can elect to have premiums automatically deducted from the
Owner's bank account. The Owner may skip planned premium payments or change
their frequency and amount.
 
For certain Policies a Guaranteed Death Benefit Endorsement may be added to the
Policy. In order to maintain this Endorsement in force, the Monthly Guaranteed
Death Benefit Premium must be paid. When the Endorsement is issued or other
changes in the Policy are requested, SAFECO will send confirmation to the Owner
which will show the Monthly Guaranteed Death Benefit Premium. (See "Guaranteed
Death Benefit Endorsement" on Page 12.)
 
LIMITS
 
SAFECO reserves the right not to accept premium payments in any Policy Year that
it determines would cause the Policy to fail to qualify as life insurance under
applicable tax law as currently interpreted by SAFECO. For a further
explanation, see "Tax Status -- Policy Proceeds" on Page 24.
 
GRACE PERIOD
 
The duration of insurance coverage depends on whether the Net Cash Surrender
Value is sufficient to cover the monthly deductions described below. If the Net
Cash Surrender Value at the beginning of any Policy Month is less than such
deductions for that month, SAFECO will send a written notice to the Owner and
any assignee of record at the last known address stating that a grace period of
61 days has begun, starting on the date the notice was sent. The notice will
also state the amount of the payment (either a loan repayment or a premium
payment) sufficient to cover three monthly deductions of cost of insurance plus
other charges made in accordance with the Policy.
 
If SAFECO does not receive such amount at P.O. Box 34815, Seattle, WA
98124-1815, before the end of the grace period, SAFECO will send a written
notice to the Owner and any assignee of record stating that the Policy has ended
without value. If the Insured dies during the grace period, SAFECO will pay the
insurance benefits. The grace period provisions are not applicable while the
Guaranteed Death Benefit Endorsement is in effect.
 
REINSTATEMENT
 
If the Policy has ended without value, it may be reinstated while the Primary
Insured is alive if:
 
1.  a request for reinstatement is made within five years after the end of the
    grace period;
 
2.  evidence of insurability satisfactory to SAFECO is provided;
 
3.  a premium payment is made in an amount sufficient, after the date of
    reinstatement, to cover three monthly deductions of cost of insurance plus
    other charges made in accordance with the Policy;
 
4.  a payment or reinstatement is made of any indebtedness against the Policy
    which existed at the end of the grace period; and
 
5.  a payment is made to cover the monthly deductions for the insurance coverage
    during the grace period.
 
The coverage will become effective on the beginning of the Policy Month which
coincides with or next follows the date the reinstatement application is
approved.
 
                                       11
<PAGE>
POLICY BENEFITS AND RIGHTS
- ------------------------------------------------------------------------
 
INSURANCE BENEFITS
 
SAFECO will pay the insurance benefits of this Policy to the beneficiary when
SAFECO receives at its Administrative Office (1) proof that the Insured died
while the Policy was in force; and (2) all other requirements deemed necessary
before such payment may be made. These insurance benefits include the following
amounts for the Primary Insured, which SAFECO will determine as of the date of
the Primary Insured's death:
 
1.  the death benefit described below; plus
 
2.  any other benefits then due from riders to the Policy; minus
 
3.  any loan and loan interest on the Policy; minus
 
4.  any overdue deductions if the Primary Insured dies during the grace period.
 
DEATH BENEFIT
 
The death benefit will be determined at any time under either Option A or Option
B (as described below), whichever the Owner has chosen and is in effect at such
time.
 
Under Option A, the death benefit is the greater of the Face Amount of
Insurance, or a percentage (see the following table) of the amount in the Policy
Account. Under this option, the amount of the death benefit is fixed, except
when it is determined by such a percentage.
 
Under Option B, the death benefit is the greater of the Face Amount of Insurance
plus the amount in the Policy Account, or a percentage (see the following table)
of the amount in the Policy Account. Under this option, the amount of death
benefit is variable.
 
Under either option, the duration of insurance coverage depends upon the amount
in the Policy Account.
 
The percentage referred to above is the applicable percentage from the following
table for the Primary Insured's age (last birthday) at the beginning of the
Policy Year of determination.
 
                        TABLE OF APPLICABLE PERCENTAGES
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
   PRIMARY                      PRIMARY
INSURED'S AGE   PERCENTAGE   INSURED'S AGE   PERCENTAGE
- --------------  -----------  --------------  -----------
<S>             <C>          <C>             <C>
 40 and under      250%            65           120%
      45           215%            70           115%
      50           185%      75 through 90      105%
      55           150%            95           100%
      60           130%
</TABLE>
 
For ages not shown, the applicable percentages shall decrease by a ratable
portion for each full year.
 
GUARANTEED DEATH BENEFIT ENDORSEMENT
 
In those states where approved, a Guaranteed Death Benefit Endorsement may be
added to the Policy. The Endorsement provides that prior to the Policy
Anniversary following the Primary Insured's 80th birthday, the Policy will not
terminate and a death benefit will be payable upon the death of the Primary
Insured regardless of the investment performance of the Investment Divisions
selected, provided the required premiums have been paid.
 
In order to keep the Endorsement in force, at the beginning of each Policy
Month, the Adjusted Guaranteed Death Benefit Premium must equal or exceed the
Accumulated Monthly Death Benefit Premium.
 
The Adjusted Guaranteed Death Benefit Premium is an amount equal to: (1) the sum
of the premiums received since issue; minus (2) any withdrawal; minus (3) any
loans and loan interest. The Accumulated Monthly Death Benefit Premium is an
amount equal to the sum of the Monthly Guaranteed Death Benefit Premiums for
each month
 
                                       12
<PAGE>
since issue. The Monthly Guaranteed Death Benefit Premium is shown in the
Coverage Description of the Policy. The Monthly Guaranteed Death Benefit Premium
may change due to other changes the Owner has requested in the Policy.
 
The Guaranteed Death Benefit Endorsement is not available on policies that
include an increasing premium additional term insurance rider either on the
Primary Insured or another person.
 
CHANGING FACE AMOUNT OF INSURANCE OR DEATH BENEFIT OPTION
 
During the first Policy Year, the death benefit option and the Face Amount of
Insurance will be as selected on the application for the Policy. At any time
after the first Policy Year while the Policy is in force, the Owner may change
the death benefit option or the Face Amount of Insurance by written request to
SAFECO at its Administrative Office, subject to the following:
 
1.  The Owner may ask SAFECO to increase the Face Amount of Insurance if the
    Owner provides satisfactory evidence of the insurability of the Primary
    Insured. Any increase must be at least $10,000.
 
   The Owner may reconsider this Face Amount of Insurance increase after
    requesting it. The Owner must mail a notice to SAFECO at its Administrative
    Office canceling the increase within a thirty day period after receiving
    confirmation of the increase.
 
2.  The Owner may ask SAFECO to reduce the Face Amount of Insurance, but not to
    less than the minimum amount for which SAFECO would then issue the Policy
    under its then existing administrative rules. If such a reduction occurs in
    the first ten Policy Years, SAFECO will deduct from the Policy Account a pro
    rata share of the applicable Surrender Charge. (See "Charges and Deductions
    -- Decreases in Face Amount of Insurance" on Page 18.)
 
3.  The Owner may change the death benefit option. If the change is from Option
    A to Option B, the Face Amount of Insurance will be decreased by the amount
    in the Policy Account on the date of change. SAFECO has reserved the right
    to decline to make such change if it would reduce the Face Amount of
    Insurance below the minimum amount for which SAFECO would then issue the
    Policy under its then existing administrative rules. If the change is from
    Option B to Option A, the Face Amount of Insurance will be increased by the
    amount in the Policy Account on the date of change. Such decreases and
    increases in the Face Amount of Insurance are made so that the death benefit
    remains the same on the date of change. There is no charge for this change.
 
Any changes will take effect at the beginning of the Policy Month that coincides
with or next follows the date SAFECO approves the request. SAFECO has reserved
the right to decline to make any change that is determined would cause the
Policy to fail to qualify as life insurance under applicable tax law as
interpreted by SAFECO. An Owner may ask for a change by completing an
application for change and sending it to the Administrative Office.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
At the request of the Owner, SAFECO will transfer amounts from the Owner's value
in any Investment Division to one or more other Investment Divisions or to the
Guaranteed Interest Division (GID). This transfer will take effect on the date
SAFECO receives the request in its Administrative Office. The Owner can maintain
balances in a maximum of seventeen Investment Divisions at any one time.
 
All such requests must be in writing (or by telephone request, if authorized) to
the Administrative Office.
 
At the request of the Owner, SAFECO will transfer an amount from the Owner's
unloaned value in the GID to one or more Investment Divisions. In no event will
SAFECO transfer more than such unloaned value. The Owner's unloaned value in the
GID is equal to:
 
1.  the Owner's Policy assets in the GID; minus
 
2.  any loan and loan interest.
 
However, SAFECO has the right to exercise any of the following limitations when
the Owner requests a transfer from the unloaned value in the GID: (1) postpone
the transfer for 30 days from the date SAFECO receives the Owner's request; (2)
reduce the amount of transfer so it does not exceed 25% of the Owner's unloaned
value in the GID; and (3) limit the total number of transfers to one per Policy
Year with the transfer being effective on the Policy Anniversary following the
date SAFECO receives the Owner's request.
 
                                       13
<PAGE>
POLICY LOANS
 
The Owner may obtain a loan on the Policy while it has a loan value. The Policy
will be the only security for the loan. Any amount on loan is part of the Policy
Account. The loan value on any date is 90% of the Net Cash Surrender Value on
that date, less interest at the loan interest rate to the next Policy
Anniversary. The amount of the loan may not be more than the loan value.
 
A request for a Policy loan must be in writing to the Administrative Office. The
Owner can elect how much of the loan is to be allocated to the unloaned value in
the Guaranteed Interest Division and to the value in each Investment Division.
Such values will be determined on the date the request is received.
 
If a portion of the loan is allocated to an Investment Division of the Separate
Account, SAFECO will redeem Units sufficient to cover that part of the loan and
transfer the amount to the loaned portion of the Guaranteed Interest Division.
 
If the Owner does not elect an allocation, the loan will be allocated on the
basis of the monthly deduction allocation percentages then in effect. If the
loan cannot be allocated on the basis of the Owner's direction or those
percentages, the loan will be based on the proportion that the unloaned value in
the Guaranteed Interest Division and the values in the Investment Divisions of
the Separate Account bear to the total unloaned value in the Policy Account.
 
Any amount that secures a loan remains part of the Policy Account, but is
maintained in the loaned portion of the Guaranteed Interest Division.
 
Policy loans reduce the policy account value and increase the potential that the
policy could lapse resulting in possible adverse tax consequences (see "Tax
Treatment of Loans and Surrenders," page 24).
 
For the first 10 Policy Years, the loan interest rate will be 2 percent greater
than the rate credited to that part of the GID that is security for the loan.
However, the loan interest rate charged on Preferred Loans, as defined below,
and on any new or existing loans after the 10th Policy Anniversary will be equal
to the rate credited to that part of the GID that is security for the loan.
 
During the first 10 Policy Years, the amount available as a Preferred Loan is:
 
1.  the amount in the Policy Account; minus
 
2.  the sum of premiums paid; plus
 
3.  withdrawals.
 
On each of the first 9 Policy Anniversaries, loans will be reallocated as
Preferred or nonpreferred in accordance with the preceding formula.
 
LOAN INTEREST
 
Interest, payable in advance, will be charged on any Policy loan from the date
of the loan and shall be due and payable on each Policy Anniversary. The rate is
determined at the beginning of each Policy Year and applies to any new or
existing loan under the Policy during the Policy Year next following the date of
determination.
 
The maximum loan interest rate for a Policy Year is the greater of: (1) the
"Published Monthly Average," as defined below, for the calendar month that ends
two months before the date of determination; or (2) 5%. "Published Monthly
Average" means the Monthly Average Corporate Yield shown in Moody's Corporate
Bond Yield Averages published by Moody's Investors Service, Inc., or any
successor thereto. If such averages are no longer published, SAFECO will use
such other averages as may be established by regulation by the insurance
supervisory official of the jurisdiction in which the Policy is delivered. In no
event will the loan interest rate for a Policy Year be greater than the maximum
rate permitted by applicable law.
 
No change in the rate shall be less than 1/2 of 1% a year. SAFECO may increase
the rate whenever the maximum rate as determined by clause (1) of the preceding
paragraph increases by 1/2 of 1% or more. SAFECO will reduce the rate to or
below the maximum rate as determined by clause (1) if such maximum is lower than
the rate to be charged by 1/2 of 1% or more.
 
                                       14
<PAGE>
SAFECO will notify the Owner of the initial loan interest rate when a loan is
made. SAFECO will also give the Owner written notice of any increase in the
interest rate of any outstanding loan. Loan interest is due on each Policy
Anniversary. If the interest is not paid when due, it will be added to the
outstanding loan and will be deducted from the Investment Divisions and the
unloaned value in the Guaranteed Interest Division on the basis of the deduction
allocation percentages then in effect. If the deduction cannot be made on the
basis of these percentages, the deduction will be based on the proportion that
the unloaned value in the Guaranteed Interest Division and the values in the
Investment Divisions bear to the total unloaned value in the Policy Account. The
unpaid interest will then be treated as part of the loaned amount and will bear
interest at the loan rate.
 
LOAN REPAYMENT
 
All or part of a Policy loan may be repaid at any time while the Primary Insured
is alive and the Policy is in force. SAFECO will assume that any payment made,
while a loan is outstanding, is a loan repayment, unless SAFECO is notified in
writing that it is a premium payment. Repayments will be allocated among the
Guaranteed Interest Division and the Investment Divisions on the basis of the
premium allocation percentages then in effect. This does not apply to automatic
bank withdrawal payments, as they will always be considered premium.
 
Failure to repay a Policy loan or to pay loan interest will not terminate the
Policy unless the Net Cash Surrender Value is less than the monthly deduction
due on a Monthly Anniversary, in which case the grace period provision would
apply. (See "Premiums-Grace Period" on Page 11.)
 
A Policy loan will have a permanent effect on the benefits under the Policy even
if it is repaid, because the investment results of the Investment Divisions will
apply only to the amount remaining in such Investment Divisions. The longer the
loan is outstanding, the greater the effect is likely to be. Depending on the
investment results of the Investment Divisions while the loan is outstanding,
the effect could be favorable or unfavorable.
 
CASH WITHDRAWAL
 
After the first Policy Year, an Owner may ask for a withdrawal of the Net Cash
Surrender Value. A withdrawal will result in reductions in the death benefit,
the Net Cash Surrender Value and the Policy Account. In addition, adverse tax
consequence may apply (see "Tax Treatment of Loans and Surrenders," page 24).
 
Any request for a withdrawal must be in writing to the Administrative Office.
The Owner may inform SAFECO of the amount of each withdrawal that is to come
from the unloaned value in the Guaranteed Division and the amount that is to
come from values in each Investment Division. If the Owner does not so inform
SAFECO, the withdrawal will be made on the basis of the monthly allocation
percentages then in effect. If SAFECO cannot make the withdrawal on the basis of
the direction of the Owner or those percentages, the withdrawal will be based on
the proportion that the unloaned value in the Guaranteed Interest Division and
the values in the Investment Division bear to the total unloaned value in the
Policy Account.
 
SAFECO reserves the right to decline a request for a withdrawal if (a) the death
benefit would be reduced below the minimum amount for which SAFECO would then
issue a Policy; or (b) SAFECO determines that the withdrawal would cause the
Policy to fail to qualify as life insurance under applicable tax law.
 
FULL CASH SURRENDER
 
The Owner may give up the Policy for its Net Cash Surrender Value at any time
while the Primary Insured is living. All insurance coverage will then cease.
Upon a full cash surrender of the Policy, Surrender Charges may be incurred.
(See "Charges and Deductions -- Full Surrenders" on Page 18.) In addition,
adverse tax consequences may apply (see "Tax Treatment of Loans and Surrenders,"
page 24).
 
OTHER SERVICES
 
THE PROGRAMS.  SAFECO offers several investment related programs: Dollar Cost
Averaging; Automatic Asset Reallocation; and SMART Systematic Method to Access
Revenue Tax-preferred Distribution. There is no additional charge for
participating in one or more of these programs. The Dollar Cost Averaging
Program may be combined with the Automatic Asset Reallocation Program. Each of
the programs has its own requirements, as discussed below.
 
                                       15
<PAGE>
DOLLAR COST AVERAGING PROGRAM.  Dollar Cost Averaging is a method of systematic
investing designed to achieve a lower average cost per unit over time. It does
not assure a profit nor protect against a loss in value in a declining market.
For the method to be effective, investing should continue in both market ups and
downs. Also, financial ability to maintain a consistent level of investment
should be considered.
 
To initiate a Dollar Cost Averaging Program, an Owner designates the source
division from which the funds will be automatically transferred, the target
divisions to which the funds will be transferred, and the corresponding
percentages or amounts to be transferred. (See "Transfers Among Investment
Options" on Page 13.) The source division can be any one of the Investment
Divisions and/or the Guaranteed Interest Division. The target divisions can be
any one or a combination of Investment Divisions and/or the Guaranteed Interest
Division. The Owner elects the transfers to occur on a monthly, quarterly,
semiannual or annual basis. The initial transfer will occur on the first Monthly
Anniversary following the date SAFECO receives the request. Subsequent transfers
will occur on the Monthly Anniversary corresponding to the interval selected.
 
The amount to be transferred must be stated as a set dollar amount of the
Owner's value in the source division. The amounts to be received by the target
divisions may be specified as set dollar amounts or percentages.
 
An Owner may enroll in this program at the time the contract is issued or
anytime thereafter by completing the Dollar Cost Averaging enrollment form and
returning it to the Administrative Office or by contacting the Administrative
Office by telephone.
 
By completing a new enrollment form and returning it to the Administrative
Office, or by telephoning the Administrative office, an Owner may change the
amount to be transferred from the source division, or the amount or percentage
to be received by the target divisions. Dollar Cost Averaging terminates once
all funds are depleted from the source division.
 
AUTOMATIC ASSET REALLOCATION PROGRAM.  Automatic Asset Reallocation is a
disciplined approach to maintaining a selected investment mix over a long term
by transferring amounts between divisions. (See "Transfers Among Investment
Options" on Page 13.)
 
To initiate an Automatic Asset Reallocation Program, an Owner designates which
Investment Divisions and/or Guaranteed Interest Division will participate in
rebalancing and the corresponding rebalancing percentages. The Owner elects the
rebalancing to occur on a monthly, quarterly, semiannual or annual basis. The
initial rebalancing will occur on the Monthly Anniversary following the date
SAFECO receives the request. Subsequent rebalancing will occur on the Monthly
Anniversary corresponding to the interval selected.
 
The Program may be terminated at any time and the percentages may be changed by
written notice or telephone authorization. The requested change must be received
at the Administrative Office.
 
SMART DISTRIBUTION PROGRAM.  SAFECO offers a program that automatically provides
a level stream of income over a prearranged period of time. Following the second
Policy Year, SAFECO will make monthly, quarterly, semi-annual or annual
distributions of a predetermined dollar amount to an Owner that has enrolled in
the SMART Distribution Program. The distributions will occur on the Monthly
Anniversary corresponding to the interval selected. The Owner elects the
divisions from which the distributions are to be made and specifies the uniform
distribution amounts.
 
The Owner may elect the distributions to be all withdrawals, all loans, or a
combination of withdrawals and then loans. Distributions will follow the normal
withdrawal and loan processing requirements. (See "Cash Withdrawal" on Page 15
and "Policy Loans" on Page 14.) The distributions will be completed by
electronic funds transfer (EFT). Distributions may also result in adverse tax
consequences (see "Tax Treatment of Loans and Surrenders," page 24).
 
The distributions will be calculated to maintain the insurance coverage in force
to maturity using an average annual total return determined by the Owner.
 
                                       16
<PAGE>
CHARGES AND DEDUCTIONS
- ------------------------------------------------------------------------
 
DEDUCTIONS FROM PREMIUM PAYMENTS
 
PREMIUM TAX CHARGE.  All states and certain jurisdictions, such as cities and
counties, tax premium payments and some levy other charges. SAFECO deducts the
applicable tax which it has been charged from each premium payment based on the
Owner's residence.
 
DEDUCTIONS FROM POLICY ACCOUNT
 
FIRST YEAR ADMINISTRATIVE CHARGE.  At the beginning of each Policy Month during
the first Policy Year, a deduction of $20.00 is made from the Policy Account. It
covers the cost of application processing, establishing Policy records and
underwriting costs. Underwriting is the process of assigning the Insured to an
appropriate risk class. SAFECO does not make a profit from this charge.
 
MONTHLY CHARGES.  At the beginning of each Policy Month, a deduction is made
from the Policy Account to cover monthly administrative charges and to provide
insurance coverage, subject to the grace period provision described above. Such
deduction for any Policy Month is the sum of the following amounts determined as
of the beginning of that month:
 
1.  THE MONTHLY ADMINISTRATIVE CHARGE is currently $5.00 per Policy Month.
    However, SAFECO reserves the right to change this charge, but it will never
    be more than $8.00 per Policy Month. This charge compensates SAFECO for the
    ongoing administration of the Policy and the Separate Account. Such
    administration includes the costs associated with maintenance of Policy
    records, Policy Owner service, reports to Owners and all accounting, reserve
    calculation, regulatory and reporting requirements and auditing of the
    Separate Account. SAFECO does not expect to profit from this charge.
 
2.  THE MONTHLY COST OF INSURANCE FOR THE PRIMARY INSURED. The monthly cost of
    insurance is the current monthly "cost of insurance rate" times the "net
    amount at risk" (current death benefit minus the amount in the Policy
    Account) at the beginning of the Policy Month, plus any flat extra-rated
    charge times the Face Amount of Insurance at the beginning of the Policy
    Month. For this purpose the amount in the Policy Account is determined
    before the monthly cost of insurance deduction, but after all other
    deductions due on that date have been made. The cost of insurance is based
    on issue age, coverage duration and rating class of the Primary Insured and
    a preferred underwriting category is available to Insureds who are
    determined to have better than average nonsmoker mortality (preferred
    nonsmoker) and smoker mortality (preferred smoker). As of the date hereof,
    the current rates which SAFECO is charging are less than or equal to the
    guaranteed rates. SAFECO may change the current rate no more frequently than
    once per Policy Year. The Guaranteed Maximum Insurance Cost Rates for
    standard risks are based on the 1980 Commissioner's Standard Ordinary
    Mortality Table, Age Last Birthday.
 
3.  THE MONTHLY COST OF ANY BENEFITS PROVIDED BY RIDERS to the Policy.
 
DEDUCTIONS FROM SEPARATE ACCOUNT
 
MORTALITY AND EXPENSE RISK CHARGE.  SAFECO deducts a risk charge from the
Separate Account as part of the calculation of the Unit Value (see "Valuation"
on Page 20). This risk charge is equal on an annual basis to .70% of the daily
net asset value of the Separate Account. This risk charge compensates SAFECO for
assuming the mortality and expense risks under the Policy. The mortality risk
assumed by SAFECO is that the Primary Insureds, as a group, may not live as long
as expected. The expense risk assumed by SAFECO is that actual expenses may be
greater than those assumed. SAFECO is responsible for all administration of the
Policy and the Separate Account. If this charge is not needed to cover mortality
and expenses under the Policy, any excess may be used for distribution costs.
SAFECO will realize a gain from this charge to the extent that it is not needed
to provide benefits and pay expenses under the Policy.
 
INCOME TAX CHARGE.  SAFECO does not currently assess any charge for income taxes
incurred by SAFECO as a result of the operations of the Investment Divisions of
the Separate Account. SAFECO reserves the right to assess a charge for such
taxes against the Investment Divisions if SAFECO determines that such taxes will
be incurred.
 
                                       17
<PAGE>
SURRENDER CHARGES
 
FULL SURRENDERS.  The Policy provides that a Surrender Charge, which is graded
down 20% per year starting in the seventh year, is deducted from the Policy
Account if the Policy is given up for its Net Cash Surrender Value in the first
ten Policy Years. The Surrender Charge at any time in a Policy Year is equal to
the lesser of (1) a percentage of the Maximum Premium for the Policy as follows:
50% for Policy Years 1 through 6, 40% for Policy Year 7, 30% for Policy Year 8,
20% for Policy Year 9, and 10% for Policy Year 10; or (2) an amount equal to (A)
minus (B), where (A) is 30% of the premium payments received during the first
Policy Year up to the Maximum Premium for the Policy, plus 9% of all other
premium payments received to the time of surrender; and (B) is the amount of any
pro rata Surrender Charge previously made under the Policy.
 
The Maximum Premium is used solely to calculate the Surrender Charge; it does
not impose a limit on the amount of premium that an Owner can pay. There is a
limitation imposed by the Internal Revenue Code and the regulations thereunder.
(See "Premiums -- Limits" on Page 11.) While an Owner can minimize the amount of
Surrender Charge by limiting the amount of premium paid in the first year, this
would adversely effect contract performance in every aspect other than the
contemplation of a total cash surrender.
 
                                    EXAMPLE
- --------------------------------------------------------------------------------
 
Assume a $100,000 Policy for a male preferred non-smoker, age 45. For this
Policy the Maximum Premium is $1,716.00. The Table of Surrender Charges that
appears in the Coverage Description would be determined as follows:
 
                           TABLE OF SURRENDER CHARGES
 
<TABLE>
<CAPTION>
POLICY   MAXIMUM         MAXIMUM       SURRENDER
 YEAR   PERCENTAGE       PREMIUM         CHARGE
- ------  ----------       -------       ----------
<S>     <C>         <C>  <C>      <C>  <C>
    1      50.0%      x  $1,716     =       $858
    2      50.0%      x  $1,716     =       $858
    3      50.0%      x  $1,716     =       $858
    4      50.0%      x  $1,716     =       $858
    5      50.0%      x  $1,716     =       $858
    6      50.0%      x  $1,716     =       $858
    7      40.0%      x  $1,716     =       $686
    8      30.0%      x  $1,716     =       $515
    9      20.0%      x  $1,716     =       $343
   10      10.0%      x  $1,716     =       $172
</TABLE>
 
The Surrender Charges reimburse SAFECO in part for expenses incurred in the
distribution of the Policy.
 
DECREASES IN FACE AMOUNT OF INSURANCE.  If there is a requested decrease in the
Face Amount of Insurance during the first ten Policy Years, SAFECO will deduct a
portion of the Surrender Charge from the Policy Account. If the Owner increased
the Face Amount in the past and is now applying for a decrease, the decrease
will be taken against the coverage increases first, starting with the most
recent increase. If a surrender charge applies at the time of the decrease,
SAFECO will deduct a surrender charge from the Policy Account. The maximum
Surrender Charge payable in the future will be reduced proportionately.
 
                                       18
<PAGE>
FUND EXPENSES
 
FIDELITY'S VIP FUND, VIP II FUND AND VIP III FUND
 
<TABLE>
<CAPTION>
                                                                                        OTHER          TOTAL
                                                                  MANAGEMENT FEES     EXPENSES       EXPENSES
                                                                 -----------------  -------------  -------------
<S>                                                              <C>                <C>            <C>
VIP Money Market                                                          0.21%            0.10%          0.31%
VIP High Income                                                           0.59%            0.12%          0.71%
VIP Equity-Income                                                         0.50%            0.08%          0.58%(1)
VIP Growth                                                                0.60%            0.09%          0.69%(1)
VIP Overseas                                                              0.75%            0.17%          0.92%(1)
VIP II Investment Grade Bond                                              0.44%            0.14%          0.58%
VIP II Asset Manager                                                      0.55%            0.10%          0.65%(1)
VIP II Index 500                                                          0.24%            0.04%          0.28%(2)
VIP II Contrafund                                                         0.60%            0.11%          0.71%(1)
VIP II Asset Manager: Growth                                              0.60%            0.17%          0.77%(1)
VIP III Balanced                                                          0.45%            0.16%          0.61%(1)
VIP III Growth Opportunities                                              0.60%            0.14%          0.74%(1)
VIP III Growth & Income                                                   0.49%            0.21%          0.70%
</TABLE>
 
Each portfolio of the Funds pays all its expenses, without limitation, that are
not assumed by the investment advisor or its affiliates. Each portfolio pays for
the typesetting and printing of its Prospectuses, Statements of Additional
Information, reports and proxy material to existing shareholders, legal expenses
and the fees of the custodian, auditor and non-interested Trustees. Other
charges paid by each portfolio include interest, taxes, brokerage commissions,
each portfolio's proportionate share of insurance premiums and Investment
Company Institute dues, and the costs of registering shares under federal and
state securities laws. Each portfolio is also liable for such nonrecurring
expenses as may arise, including costs of litigation to which each portfolio is
a party and any obligation they may have to indemnify the officers and Trustees
of the Fund(s) with respect to litigation.
 
(1) A portion of the brokerage commission that certain funds pay was used to
    reduce funds expenses. In addition, certain funds have entered into
    arrangements with their custodian whereby credits realized, as a result of
    uninvested cash balances were used to reduce custodian expenses. Including
    these reductions, the total operating expenses presented in the table would
    have been .57% for VIP Equity-Income Portfolio, .67% for VIP Growth
    Portfolio, .90% for VIP Overseas Portfolio, .64% for VIPII Asset Manager
    Portfolio, .68% for VIPII Contrafund Portfolio, .76% for VIPII Asset
    Manager: Growth Portfolio, .73% for VIPIII Growth Opportunities Portfolio,
    and .60% for VIPIII Balanced Portfolio.
 
(2) FMR (Fidelity Management & Research Company) agreed to reimburse a portion
    of VIPII Index 500 Portfolio's expenses during the period. Without this
    reimbursement, the fund's management fee, other expenses and total expenses
    would have been .27%, .13% and .40% respectively.
 
LEXINGTON NATURAL RESOURCES TRUST AND LEXINGTON EMERGING MARKETS FUND, INC.
 
Lexington Management Corporation ("LMC") is the investment advisor for Lexington
Natural Resources Trust and Lexington Emerging Markets Fund. For its investment
management services to the Funds, under its investment advisory agreement, LMC
will receive a monthly fee at the annual rate of 1.00% for Lexington Natural
Resources Trust and 0.85% for Lexington Emerging Markets Fund of the respective
Fund's average daily net assets.
 
Each Fund pays all its expenses, without limitation, that are not assumed by
Lexington Management Corporation. These expenses include, but are not limited
to, accounting, printing and mailing expenses; custodian, directors',
professional, registration and computer processing fees; and other operating
expenses.
 
<TABLE>
<CAPTION>
                                                     MANAGEMENT           OTHER             TOTAL
                                                        FEES            EXPENSES          EXPENSES
                                                    -------------     -------------     -------------
<S>                                                 <C>               <C>               <C>
Lexington Natural Resources Trust                           1.00%             0.25%             1.25%
Lexington Emerging Markets Fund                             0.85%             0.99%             1.84%*
</TABLE>
 
*   Lexington Emerging Markets Fund -- For the period May 1, 1996 through April
    30, 1997, the advisor voluntarily limited management and operating expenses
    to a maximum of 1.75%. Beginning May 1, 1997 the advisor no longer
    reimburses the Fund to the extent that management and operating expenses
    exceed 1.75%. The ratio to Average Net Assets of the Expenses for the one
    year period ending December 31, 1997 was 1.91% before reimbursements or
    waivers and 1.84% after reimbursements or waivers.
 
                                       19
<PAGE>
SAFECO RESOURCE SERIES TRUST
 
Expenses of the Portfolios as a percentage of net assets:
 
<TABLE>
<CAPTION>
                                                                                            TOTAL
                                                                                          EXPENSES
                                                     MANAGEMENT           OTHER             AFTER
                                                        FEES            EXPENSES        REIMBURSEMENT
                                                    -------------     -------------     -------------
<S>                                                 <C>               <C>               <C>
SAFECO RST Equity Portfolio                                 0.73%             0.02%             0.75%
SAFECO RST Growth Portfolio                                 0.74%             0.03%             0.77%
SAFECO RST Northwest Portfolio                              0.73%             0.00%**           0.73%
SAFECO RST Bond Portfolio                                   0.74%             0.00%**           0.74%
SAFECO RST Small Company Portfolio                          0.85%             0.10%***          0.95%
</TABLE>
 
**  SAFECO pays all Other Expenses of the Northwest and Bond Portfolios until
    the 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. Because the assets of the Northwest Portfolio exceeded $20
    Million in February, 1998, SAFECO does not expect to reimburse the other
    expenses of the Portfolio going forward.
 
    During the year ended December 31, 1997, SAFECO paid for or reimbursed all
    of the Other Expenses of the Northwest and Bond Portfolios. Expenses before
    such reimbursement as a percentage of net assets were as follows:
 
<TABLE>
<S>                                                                      <C>
SAFECO RST Northwest Portfolio                                                0.94%
SAFECO RST Bond Portfolio                                                     0.90%
</TABLE>
 
*** The amounts shown above are estimated expenses for the Small Company
    Portfolio based on the maximum management fee and estimated Other Expenses
    for fiscal year 1998. During the year ended December 31, 1997, SAM paid all
    Other Expenses of the Small Company Portfolio in excess of .10% of the
    Portfolio's average annual net assets. Expenses before such reimbursement as
    a percentage of average net assets were 1.24%. SAM will continue to pay all
    Other Expenses of the Small Company Portfolio in excess of .10% of the
    Portfolio's average annual net assets until such time as the Portfolio's net
    assets exceed $20 million. Once the Portfolio's net assets exceed $20
    million, all of the Other Expenses will be paid by the Portfolio.
 
WANGER ADVISORS TRUST:
 
<TABLE>
<CAPTION>
                                                                                        OTHER          TOTAL
                                                                  MANAGEMENT FEES     EXPENSES       EXPENSES
                                                                 -----------------  -------------  -------------
<S>                                                              <C>                <C>            <C>
Wanger U.S. Small Cap                                                     0.97%            0.09%          1.06%
</TABLE>
 
As required by the SEC rules, "Other Expenses" reflects gross custodian fees.
Net of custodian fees paid indirectly, Other Expenses would have been 0.07% for
U.S. Small Cap Advisor Portfolio and Total Fund Annual Expenses would have been
1.04%.
 
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.:
 
<TABLE>
<CAPTION>
                                                                                        OTHER          TOTAL
                                                                  MANAGEMENT FEES     EXPENSES       EXPENSES
                                                                 -----------------  -------------  -------------
<S>                                                              <C>                <C>            <C>
American Century VP International                                         1.50%            0.00%          1.50%
American Century VP Balanced                                              1.00%            0.00%          1.00%
</TABLE>
 
VALUATION
- ------------------------------------------------------------------------
 
The amount in the Policy Account in an Investment Division at any time is equal
to the number of units attributable to the Policy Account in that Investment
Division multiplied by the Division Unit Value at that time. Amounts allocated,
transferred or added to an Investment Division are used to purchase units of
that Division. Units are redeemed when amounts are deducted, transferred or
withdrawn.
 
The Division Unit Value in the current Valuation Period is equal to (1)
multiplied by (2) where:
 
(1) is the Division Unit Value for the preceding Valuation Period; and
 
(2) is the net investment factor for the Investment Division for the current
    Valuation Period.
 
                                       20
<PAGE>
The net investment factor for an Investment Division for a Valuation Period is
(a) divided by (b), minus (c), where:
 
(a) is the net asset value of the shares owned by that Investment Division
    before any Policy transactions are made plus the per share amount of any
    dividend or capital gain distribution paid by the investment companies at
    the end of the current Valuation Period;
 
(b) is the net asset value of the shares owned by that Investment Division after
    all Policy transactions were made at the end of the immediately preceding
    Valuation Period;
 
(c) is a charge not exceeding .70% per year for mortality and expense risks,
    plus any charge for taxes or amounts set aside as a reserve for taxes, for
    the current Valuation Period.
 
The net asset value of an investment company's shares held in each Investment
Division shall be the value reported to SAFECO by that investment company.
 
OTHER PROVISIONS
- ------------------------------------------------------------------------
 
OWNER
 
If the Primary Insured is living on the Maturity Date, the Owner will receive
the amount in the Policy Account on that date minus any outstanding loan and
loan interest. The Policy will then end.
 
The Owner is entitled to exercise all the rights of the Policy while the Primary
Insured is living. To exercise a right the Owner does not need the consent of
anyone who has only a conditional or future ownership interest in the Policy.
 
BENEFICIARY
 
If two or more persons are named as Beneficiary, those who survive the Insured
will share the insurance benefits equally, unless other arrangements have been
made. If there is no designated Beneficiary living at the death of the Insured,
the benefits will be paid to the Owner or Owner's estate.
 
If any Beneficiary dies within 60 days after the Insured, and before payment of
any proceeds, payment will be made as though the Beneficiary had died before the
Insured. The Beneficiary designation may include provisions that replace the
ones described here.
 
CHANGING OWNER OR BENEFICIARY
 
While the Insured is living, the Owner or Beneficiary may be changed by
providing written notice from the Policy Owner to the Administrative Office.
Such a change will be effective when written notice is received and recorded and
will control payment of proceeds made after that time.
 
ASSIGNMENT
 
The Policy may be assigned, but SAFECO will not be bound by an assignment unless
it has received such assignment in writing at its Administrative Office. The
Owner's rights and those of any other person under the Policy will be subject to
the assignment. SAFECO assumes no responsibility for the validity of an
assignment. A collateral assignment will not change ownership. An absolute
assignment will be considered as a change of ownership to the assignee.
 
DELAY OF PAYMENTS
- ------------------------------------------------------------------------
 
SAFECO will generally pay Policy proceeds within seven business days of receipt
of a completed request for such payment. However, SAFECO reserves the right to
postpone surrender payments and loans from the Guaranteed Interest Division for
up to six months. SAFECO reserves the right to postpone any type of payment from
the Separate Account for any period when:
 
1.  the New York Stock Exchange is closed other than customary weekend and
    holiday closings;
 
2.  trading on the Exchange is restricted;
 
                                       21
<PAGE>
3.  an emergency exists as a result of which it is not reasonably practicable to
    dispose of securities held in the Separate Account or determine their value;
    or
 
4.  the Securities and Exchange Commission so permits delay for the protection
    of security holders.
 
The applicable rules of the Securities and Exchange Commission shall govern as
to whether the conditions in 2 and 3 exist.
 
MANAGEMENT OF THE COMPANY
- ------------------------------------------------------------------------
 
The following are the Officers and Directors of SAFECO:
 
OFFICERS
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL          POSITION AND OFFICES
BUSINESS ADDRESS*           WITH SAFECO
- --------------------        --------------------------------------------------
<S>                         <C>
Roger H. Eigsti             Chairman of the Board
Randall H. Talbot           President
John P. Fenlason            Senior Vice President
James T. Flynn              Vice President, Controller and Assistant Secretary
Roger F. Harbin             Senior Vice President and Actuary
Michael J. Kinzer           Vice President and Chief Actuary
Rod A. Pierson              Senior Vice President and Secretary
</TABLE>
 
DIRECTORS
 
<TABLE>
<CAPTION>
NAME AND PRINCIPAL          POSITION AND OFFICES
BUSINESS ADDRESS*           WITH SAFECO
- --------------------        ------------------------------
<S>                         <C>
Donald S. Chapman           Director
Boh A. Dickey               Director
Roger H. Eigsti             Director
Rod A. Pierson              Director
James W. Ruddy              Director
Robert L. Spaulding         Director
Randall H. Talbot           Director
Robert W. Swegle            Director
Richard E. Zunker           Director
</TABLE>
 
*   The business address for Messrs. Talbot, Zunker, Fenlason, Flynn, Harbin,
    and Kinzer is 15411 N.E. 51st Street, Redmond, Washington 98052. The
    business address for all other individuals listed is SAFECO Plaza, Seattle,
    Washington 98185.
 
TAX STATUS
- ------------------------------------------------------------------------
 
NOTE:  THE FOLLOWING DESCRIPTION IS BASED UPON SAFECO'S UNDERSTANDING OF CURRENT
FEDERAL INCOME TAX LAW APPLICABLE TO LIFE INSURANCE 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. SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), DEFINES THE TERM "LIFE INSURANCE CONTRACT" FOR PURPOSES OF THE CODE.
SAFECO BELIEVES THAT THE POLICIES TO BE ISSUED WILL QUALIFY AS "LIFE INSURANCE
CONTRACTS" UNDER SECTION 7702. SAFECO DOES NOT GUARANTEE THE TAX STATUS OF THE
POLICIES. PURCHASERS BEAR THE COMPLETE RISK THAT THE POLICIES MAY NOT BE TREATED
AS "LIFE INSURANCE" UNDER FEDERAL INCOME TAX LAWS. PURCHASERS SHOULD CONSULT
THEIR OWN TAX ADVISERS. 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.
 
INTRODUCTION
 
The discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion herein is based upon SAFECO's understanding of current federal income
tax laws as they
 
                                       22
<PAGE>
are currently interpreted. No representation is made regarding the likelihood of
continuation of those current federal income tax laws or of the current
interpretations by the Internal Revenue Service.
 
SAFECO is taxed as a life insurance company under the Code. For federal income
tax purposes, the Separate Account is not a separate entity from SAFECO and its
operations form a part of SAFECO.
 
DIVERSIFICATION
 
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable life insurance policies. The Code provides that a
variable life insurance policy will not be treated as life insurance for any
period (and any subsequent period) for which the investments are not, in
accordance with regulations prescribed by the United States Treasury Department
("Treasury Department"), adequately diversified. Disqualification of the Policy
as a life insurance contract would result in imposition of federal income tax on
the Owner with respect to earnings allocable to the Policy prior to the receipt
of payments under the Policy. The Code contains a safe harbor provision which
provides that life insurance policies such as the Policies meet the
diversification requirements if, as of the close of each quarter, the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five (55%) percent of the total assets consist of cash, cash
items, U.S. Government securities and securities of other regulated investment
companies. There is an exception for securities issued by the U.S. Treasury in
connection with variable life insurance policies.
 
On March 2, 1989, the Treasury Department issued Regulations (Treas. Reg.
Section 1.817-5), which establish diversification requirements for the
investment portfolios underlying variable contracts such as the Policies. The
Regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if: (i) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment; (ii) no more than 70% of
the value of the total assets of the portfolio is represented by any two
investments; (iii) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (iv) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of these Regulations, all securities of the same
issuer are treated as a single investment.
 
The Technical and Miscellaneous Revenue Act of 1988 ("TAMRA") provides that, for
purposes of determining whether or not the diversification standards imposed on
the underlying assets of variable contracts by Section 817(h) of the Code have
been met, "each United States government agency or instrumentality shall be
treated as a separate issuer."
 
SAFECO intends that each portfolio of the Funds underlying the Policies will be
managed by Fidelity Management & Research Company, Lexington Management
Corporation, SAFECO Asset Management Company, Wanger Asset Management, L.P. and
American Century Investment Management, Inc. in such a manner as to comply with
these diversification requirements.
 
The Treasury Department has indicated that the diversification regulations do
not provide guidance regarding the circumstances in which Owner control of the
investments of the Separate Account will cause the Owner to be treated as the
owner of the assets of the Separate Account, thereby resulting in the loss of
favorable tax treatment for the Policy. At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.
 
The amount of Owner control which may be exercised under the Policy is different
in some respects from the situations addressed in published rulings issued by
the Internal Revenue Service in which it was held that the Policy Owner was not
the owner of the assets of the separate account. It is unknown whether these
differences, such as the Owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the Owner to be
considered as the owner of the assets of the Separate Account.
 
In the event any forthcoming guidance or ruling is considered to set forth a new
position, such guidance or ruling will generally be applied only prospectively.
However, if such ruling or guidance was not considered to set forth a new
position, it may be applied retroactively resulting in the Owner being
retroactively determined to be the owner of the assets of the Separate Account.
 
Due to the uncertainty in this area, SAFECO reserves the right to modify the
Policy in an attempt to maintain favorable tax treatment.
 
                                       23
<PAGE>
TAX TREATMENT OF THE POLICY
 
The Policy has been designed to comply with the definition of life insurance
contained in Section 7702 of the Code. Although some interim guidance has been
provided and proposed regulations have been issued, final regulations have not
been adopted. Section 7702 of the Code requires the use of reasonable mortality
and other expense charges. In establishing these charges, SAFECO has relied on
the interim guidance provided in IRS Notice 88-128 and proposed regulations
issued on July 5, 1991. Currently, there is even less guidance as to a Policy
issued on a substandard risk basis and thus it is even less clear whether a
Policy issued on such basis would meet the requirements of Section 7702 of the
Code.
 
While SAFECO has attempted to comply with Section 7702, the law in this area is
very complex and unclear. There is a risk, therefore, that the Internal Revenue
Service will not concur with SAFECO's interpretations of Section 7702 that were
made in determining such compliance. In the event the Policy is determined not
to so comply, it would not qualify for the favorable tax treatment usually
accorded life insurance policies. Owners should consult their tax advisers with
respect to the tax consequences of purchasing the Policy.
 
POLICY PROCEEDS
 
The tax treatment accorded to loan proceeds and/or surrender payments from the
Policies will depend on whether the Policy is considered to be a modified
endowment contract. (See "Tax Treatment of Loans and Surrenders" on Page 24.)
Otherwise, SAFECO believes that the Policy should receive the same federal
income tax treatment as any other type of life insurance. As such, the death
benefit thereunder is excludable from the gross income of the Beneficiary under
Section 101(a) of the Code. Also, the Owner is not deemed to be in constructive
receipt of the Policy Account or Net Cash Surrender Value, including increments
thereon, under a Policy until there is a distribution of such amounts.
 
Federal, state and local estate, inheritance and other tax consequences of
ownership, or receipt of Policy proceeds, depend on the circumstances of each
Owner or Beneficiary.
 
TAX TREATMENT OF LOANS AND SURRENDERS
 
Section 7702A of the Code sets forth the rules for determining when a life
insurance policy will be deemed to be a Modified Endowment Contract. A modified
endowment contract is a contract which is entered into or materially changed on
or after June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet
the 7-pay test when the cumulative amount paid under the Policy at any time
during the first seven Policy Years exceeds the sum of the net level premiums
which would have been paid on or before such time if the Policy provided for
paid-up future benefits after the payment of seven level annual premiums. A
material change would include any increase in the future benefits or addition of
qualified additional benefits provided under a Policy unless the increase is
attributable to: (1) the payment of premiums necessary to fund the lowest death
benefit and qualified additional benefits payable in the first seven Policy
years; or (2) the crediting of interest or other earnings (including
policyholder dividends) with respect to such premiums.
 
Furthermore, any Policy received in exchange for a Policy classified as a
modified endowment contract will be treated as a modified endowment contract
regardless of whether it meets the 7-pay test. The status of an exchange of a
contract issued before June 21, 1988 is unclear; however, the Internal Revenue
Service has taken the position in a Private Letter Ruling that a contract
received in an exchange on or after June 21, 1988 will be considered as entered
into as of the date of the exchange and therefore subject to Section 7702A.
 
Due to the flexible premium nature of the Policy, the determination of whether
it qualifies for treatment as a modified endowment contract depends on the
individual circumstances of each Policy.
 
If the Policy is classified as a modified endowment contract, then surrenders
and/or loan proceeds are taxable to the extent of income in the Policy. Such
distributions are deemed to be on a last-in, first-out basis, which means the
taxable income is distributed first. Loan proceeds and/or surrender payments may
also be subject to an additional 10% federal income tax penalty applied to the
income portion of such distribution. The penalty shall not apply, however, to
any distributions: (1) made on or after the date on which the taxpayer reaches
age 59 1/2; (2) which is attributable to the taxpayer becoming disabled (within
the meaning of Section 72(m)(7) of the Code); or (3) which is part of a series
of substantially equal periodic payments made not less frequently than annually
for the life (or life expectancy) of the taxpayer or the joint lives (or joint
life expectancies) of such taxpayer and his beneficiary.
 
                                       24
<PAGE>
If a Policy is not classified as a modified endowment contract, then any
surrenders will be treated first as a recovery of the investment in the Policy
which would not be received as taxable income. However, if a distribution is the
result of a reduction in benefits under the Policy within the first fifteen
years after the Policy is issued in order to comply with Section 7702, such
distribution will, under rules set forth in Section 7702, be taxed as ordinary
income to the extent of income in the Policy.
 
Any loans from a Policy which is not classified as a modified endowment
contract, will be treated as indebtedness of the Owner and not a distribution.
Personal interest payable on a loan under a Policy owned by an individual is
generally not deductible. Furthermore, no deduction will be allowed for interest
on loans under Policies covering the life of any employee or officer of the
taxpayer or any person financially interested in the business carried on by the
taxpayer to the extent the indebtedness for such employee, officer or
financially interested person exceeds $50,000. The deductibility of interest
payable on Policy loans may be subject to further rules and limitations under
Sections 163 and 264 of the Code.
 
Policy Owners should seek competent tax advice on the tax consequences of taking
loans, distributions or surrendering any Policy.
 
MULTIPLE POLICIES
 
TAMRA further provides that multiple contracts that are issued within a calendar
year period to the same owner by one company or its affiliates are treated as
one contract for purposes of determining the taxable portion of any loans or
distributions. Such treatment may result in adverse tax consequences including
more rapid taxation of the loans or distributed amounts from such combination of
contracts. Policy Owners should consult a tax adviser prior to purchasing more
than one modified endowment contract in any calendar year period.
 
TAX TREATMENTS OF ASSIGNMENTS
 
An assignment of a Policy may be a taxable event. Policy Owners should therefore
consult competent tax advisers should they wish to assign their Policies.
 
QUALIFIED PLANS
 
The Policies may be used in conjunction with certain qualified plans. Because
the rules governing such use are complex, a purchaser should not do so until he
has consulted a competent qualified plans consultant.
 
SEPARATE ACCOUNT VOTING RIGHTS
- ------------------------------------------------------------------------
 
In accordance with its view of present applicable law, SAFECO will vote the
shares with respect to each portfolio held in the Separate Account at regular
and special meetings of the shareholders of the Fund in accordance with
instructions received from persons having the voting interest in the Separate
Account. SAFECO will vote shares with respect to each portfolio, for which it
has not received instructions, in the same proportion as it votes shares for
which it has received instructions. SAFECO will vote shares of the portfolios
which it owns in the same proportion as it votes shares for which it has
received instructions.
 
However, if the 1940 Act or any regulation thereunder should be amended or if
the present interpretation thereof should change, and as a result SAFECO
determines that it is permitted to vote the shares of the portfolio in its own
right, it may elect to do so.
 
The voting interests of the Owner (or the Beneficiary) in the portfolios will be
one vote for each share. The number of shares will be determined as follows: The
Policy Account allocated to the Investment Division will be divided by the net
asset value of one share of the corresponding portfolio as of the record date
for the shareholder meeting of the Fund. Fractional votes are counted. Policy
Account values in the Guaranteed Interest Division will not be considered in
determining the voting interests of the Owner.
 
The number of shares which a person has a right to vote will be determined as of
the record date set by the Fund's Board which must be at least 14 days and not
more than 90 days prior to the meeting of the Fund.
 
Each person having the voting interest in the Separate Account will receive
periodic reports relating to the portfolios in which he or she has an interest,
proxy material and a form with which to give such voting instructions with
respect to the proportion of the shares held in the Separate Account
corresponding to his or her interest in the Separate Account.
 
                                       25
<PAGE>
DISREGARD OF VOTING INSTRUCTIONS
 
SAFECO may, when required to do so by state insurance authorities, vote shares
of the Fund or portfolios without regard to instructions from Owners if voting
in accordance with such instructions would require such shares to be voted to
cause any portfolio of the Funds to make (or refrain from making) investments
which would result in changes in the sub-classification or investment objectives
of the Funds or a portfolio. SAFECO may also disapprove changes in the
investment policy initiated by the Owners or Trustees of the Funds, if such
disapproval is reasonable and is based on a good faith determination by SAFECO
that the change would violate state law or the change would not be consistent
with the investment objective of the Funds or portfolios or which varies from
the general quality and nature of investments and investment techniques used by
other funds with similar investment objectives underlying other separate
accounts of SAFECO or of an affiliated life insurance company. In the event that
SAFECO does disregard voting instructions, a summary of that action and the
reasons for such action will be included in the next semi-annual report.
 
DISTRIBUTION OF THE POLICIES
- ------------------------------------------------------------------------
 
The Policy is sold by licensed insurance agents, where the Policy may be
lawfully sold, who are registered representatives of broker-dealers which are
registered under the Securities Exchange Act of 1934 and are members of the
National Association of Securities Dealers, Inc.
 
The Policy will be distributed through the principal underwriter for the
Separate Account, SAFECO Securities, Inc., P.O. Box 34890, Seattle, Washington
98124-1890, a wholly-owned subsidiary of SAFECO Corporation. Prior to April 29,
1994, PNMR Securities, Inc., an affiliate of SAFECO Securities, acted as
principal underwriter for the Separate Account. SAFECO pays commissions to the
selling broker-dealers which may vary.
 
The commissions paid to registered representatives on the sale of the Policies
are not more than 60% of the premiums paid in the first year nor more than 2%
during renewal years. In addition, commissions, overrides and bonuses may be
paid to the distributors of the Policies. There are no separate deductions,
other than previously described, to pay sales commissions or sales expenses.
 
REPORTS TO POLICY OWNERS
- ------------------------------------------------------------------------
 
Within 30 days after every third Policy Month, a quarterly statement will be
sent to each Owner. Taken together every four Quarterly Statements make up an
annual statement providing a complete year to date Policy history for the
preceding Policy Year. These statements will show the current amount of death
benefits payable under the Policy, the current value of the Policy Account, the
current Net Cash Surrender Value and any loan, including loan interest. These
statements will also show premiums paid, investment returns and all charges
deducted during the Policy Year.
 
LEGAL PROCEEDINGS
- ------------------------------------------------------------------------
 
There are no legal proceedings to which the Separate Account or the Principal
Underwriter is a party. SAFECO is engaged in various kinds of routine litigation
which, in the opinion of SAFECO, is not of material importance in relation to
the total capital and surplus of SAFECO.
 
EXPERTS
- ------------------------------------------------------------------------
 
The financial statements of the Separate Account and SAFECO appearing in this
Prospectus and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, to the extent indicated in their reports thereon appearing
elsewhere herein and in the Registration Statement. Such financial statements
have been included herein in reliance on their reports given on the authority of
such firm as experts in accounting and auditing.
 
                                       26
<PAGE>
FINANCIAL STATEMENTS
- ------------------------------------------------------------------------
 
The financial statements of SAFECO that are included herein should be considered
only as bearing upon the ability of the Company to meet its obligations under
the Policy. They should not be considered as bearing upon the investment
experience of the Investment Divisions of the Separate Account.
 
YEAR 2000
- ------------------------------------------------------------------------
 
"Like other insurance, mutual fund, financial and business organizations and
individuals around the world, SAFECO Life and the Separate Account could be
adversely affected if the computer systems used by SAFECO Life, its principal
underwriter, underlying mutual fund managers and investment advisors or other
companies that provide services to the Separate Account do not properly process
and calculate date related information from and after January 1, 2000. This is
commonly called the "Year 2000 problem." SAFECO Life is taking steps it believes
are reasonably designed to address the Year 2000 problem with respect to the
computer systems that each of them uses and to obtain satisfactory assurances
that comparable steps are being taken by each of SAFECO Life's other, major
service providers. It is not anticipated that the Separate Account will incur
any charges or that there will be any difficulties in accurate and timely
reporting resulting from the change in year from 1999 to 2000."
 
                                       27
<PAGE>
                                  SAFECO LIFE
                              SEPARATE ACCOUNT SL
                          AUDITED FINANCIAL STATEMENTS
                          YEAR ENDED DECEMBER 31, 1997
 
                                      A-1
<PAGE>
                              SEPARATE ACCOUNT SL
                               DECEMBER 31, 1997
 
                               TABLE OF CONTENTS
 
Statement of Assets and Liabilities.......................................   A-4
 
Statements of Operations and Changes in Net Assets........................   A-6
 
Notes to Financial Statements.............................................  A-16
 
                                      A-2
<PAGE>
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
 
To the Board of Directors of SAFECO Life Insurance Company and
  Unitholders of SAFECO Life Separate Account SL
 
We have audited the accompanying statement of assets and liabilities of the
Investment Divisions of SAFECO Life Separate Account SL (comprising,
respectively, the Fidelity VIP Growth, Fidelity VIP Money Market, Fidelity VIP
Equity Income, Fidelity VIP Overseas, Fidelity VIP High Income, Fidelity VIP II
Investment Grade Bond, Fidelity VIP II Asset Manager, Fidelity VIP II Index 500,
Fidelity VIP II Contrafund, Fidelity VIP II Asset Manager: Growth, Fidelity VIP
III Growth Opportunities, Fidelity VIP III Growth & Income, Fidelity VIP III
Balanced, Lexington Natural Resources, Lexington Emerging Markets, SAFECO RST
Equity, SAFECO RST Growth, SAFECO RST Northwest, SAFECO RST Bond, SAFECO RST
Small Company Stock, Wanger U.S. Small Cap Advisor, American Century VP
International, and American Century VP Balanced Investment Divisions) as of
December 31, 1997, and the related statements of operations and changes in net
assets, and the historical unit values for each of the periods indicated
therein. These financial statements and historical unit values are the
responsibility of SAFECO Life Separate Account SL's management. Our
responsibility is to express an opinion on these financial statements and
historical unit values 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 unit values are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements and
the historical unit values. Our procedures included confirmation of portfolio
shares owned as of December 31, 1997, by correspondence with the underlying
portfolio of each Investment Division. 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 historical unit values referred to
above present fairly, in all material respects, the financial position of each
of the respective Investment Divisions of SAFECO Life Separate Account SL as
listed above at December 31, 1997, the results of their operations, the changes
in their net assets, and their historical unit values for each of the periods
indicated therein, in conformity with generally accepted accounting principles.
 
                                                           /s/ Ernst & Young LLP
 
Seattle, Washington
February 6, 1998
 
                                      A-3
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                        SHARES          COST        MARKET VALUE
                                                                                      -----------  --------------  --------------
<S>                                                                                   <C>          <C>             <C>
ASSETS
 
Investments in Variable Insurance Products Fund ("VIP"):
  Fidelity VIP Growth Portfolio                                                           481,729  $   14,246,974  $   17,872,159
  Fidelity VIP Money Market Portfolio                                                   2,155,090       2,155,090       2,155,090
  Fidelity VIP Equity Income Portfolio                                                    410,297       7,929,444       9,962,002
  Fidelity VIP Overseas Portfolio                                                         270,450       4,783,501       5,192,639
  Fidelity VIP High Income Portfolio                                                      124,382       1,571,235       1,689,105
 
Investments in Variable Insurance Products Fund II ("VIP II"):
  Fidelity VIP II Investment Grade Bond Portfolio                                          69,245         818,372         869,715
  Fidelity VIP II Asset Manager Portfolio                                                 527,583       7,972,973       9,501,768
  Fidelity VIP II Index 500 Portfolio                                                      50,122       4,537,759       5,733,444
  Fidelity VIP II Contrafund Portfolio                                                    265,163       4,344,910       5,287,355
  Fidelity VIP II Asset Manager: Growth Portfolio                                          93,052       1,334,963       1,522,327
 
Investments in Variable Insurance Products Fund III ("VIP III"):
  Fidelity VIP III Growth Opportunities Portfolio                                              11             200             215
  Fidelity VIP III Growth & Income Portfolio                                                   17             206             216
  Fidelity VIP III Balanced Portfolio                                                          14             200             210
 
Investments in Lexington Natural Resources Trust:
  Lexington Natural Resources Portfolio                                                    68,652       1,004,350       1,023,599
 
Investments in Lexington Emerging Markets Fund, Inc.:
  Lexington Emerging Markets Portfolio                                                     69,538         745,585         619,582
 
Investments in SAFECO Resource Series Trust ("SAFECO RST"):
  SAFECO RST Equity Portfolio                                                              99,572       2,555,545       2,507,230
  SAFECO RST Growth Portfolio                                                             204,690       4,759,508       4,779,504
  SAFECO RST Northwest Portfolio                                                           11,366         177,870         172,765
  SAFECO RST Bond Portfolio                                                                16,894         191,150         186,511
  SAFECO RST Small Company Stock Portfolio                                                    230           2,905           2,834
 
Investments in Wanger Advisors Trust:
  Wanger U.S. Small Cap Advisor Portfolio                                                     132           2,801           2,834
 
Investments in American Century Variable Portfolios, Inc.:
  American Century VP International Portfolio                                                 733           5,001           5,016
  American Century VP Balanced Portfolio                                                       25             200             205
                                                                                                   --------------  --------------
TOTAL ASSETS                                                                                       $   59,140,742      69,086,325
                                                                                                   --------------  --------------
                                                                                                   --------------
LIABILITIES
  Payable (To) From SAFECO Life                                                                                           (10,937)
                                                                                                                   --------------
TOTAL LIABILITIES                                                                                                         (10,937)
                                                                                                                   --------------
                                                                                                                   --------------
NET ASSETS                                                                                                         $   69,075,388
                                                                                                                   --------------
                                                                                                                   --------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-4
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                       UNITS      UNIT VALUE     NET ASSETS
                                                                                   -------------  -----------  --------------
<S>                                                                                <C>            <C>          <C>
Net Assets represented in units:
 
Accumulation Life:
  Fidelity VIP Growth Division                                                        68,969.046  $   258.785  $   17,848,160
  Fidelity VIP Money Market Division                                                  16,480.691      124.936       2,059,034
  Fidelity VIP Equity Income Division                                                 33,565.935      296.489       9,951,921
  Fidelity VIP Overseas Division                                                      31,128.490      166.539       5,184,093
  Fidelity VIP High Income Division                                                   10,155.335      166.098       1,686,784
  Fidelity VIP II Investment Grade Bond Division                                       6,121.270      142.369         871,479
  Fidelity VIP II Asset Manager Division                                              46,953.948      202.303       9,498,945
  Fidelity VIP II Index 500 Division                                                  24,797.596      229.037       5,679,555
  Fidelity VIP II Contrafund Division                                                 29,894.414      176.648       5,280,776
  Fidelity VIP II Asset Manager: Growth Division                                       8,939.899      170.101       1,520,688
  Lexington Natural Resources Division                                                 8,345.503      122.254       1,020,272
  Lexington Emerging Markets Division                                                  7,395.103       82.854         612,716
  SAFECO RST Equity Division                                                          16,971.864      145.745       2,473,560
  SAFECO RST Growth Division                                                          28,815.751      165.079       4,756,876
  SAFECO RST Northwest Division                                                        1,268.243      128.860         163,426
  SAFECO RST Bond Division                                                             1,722.889      108.135         186,304
 
Premier Accumulation Life:
  Fidelity VIP Growth Division*                                                          376.315       10.474           3,942
  Fidelity VIP Money Market Division*                                                  9,979.358       10.083         100,617
  Fidelity VIP Equity Income Division*                                                   828.604       10.688           8,856
  Fidelity VIP Overseas Division*                                                        807.155       10.049           8,111
  Fidelity VIP High Income Division*                                                     201.866       10.191           2,057
  Fidelity VIP II Investment Grade Bond Division*                                         20.000       10.129             203
  Fidelity VIP II Asset Manager Division*                                                243.092       10.443           2,539
  Fidelity VIP II Index 500 Division*                                                  4,944.463       10.764          53,224
  Fidelity VIP II Contrafund Division*                                                   370.892       10.274           3,810
  Fidelity VIP II Asset Manager: Growth Division*                                        134.461       10.554           1,419
  Fidelity VIP III Growth Opportunities Division*                                         20.000       10.765             215
  Fidelity VIP III Growth & Income Division*                                              20.000       10.494             210
  Fidelity VIP III Balanced Division*                                                     20.000       10.512             210
  Lexington Natural Resources Division*                                                  355.341        9.316           3,311
  Lexington Emerging Markets Division*                                                   706.832        9.820           6,941
  SAFECO RST Equity Division*                                                          3,160.043       10.643          33,631
  SAFECO RST Growth Division*                                                          2,955.562       10.693          31,605
  SAFECO RST Northwest Division*                                                         838.553       10.504           8,808
  SAFECO RST Bond Division*                                                               20.000       10.134             203
  SAFECO RST Small Company Stock Division*                                               282.490       10.031           2,834
  Wanger U.S. Small Cap Advisor Division*                                                280.917       10.089           2,834
  American Century VP International Division*                                            481.844       10.406           5,014
  American Century VP Balanced Division*                                                  20.000       10.236             205
                                                                                                               --------------
Total                                                                                                          $   69,075,388
                                                                                                               --------------
                                                                                                               --------------
</TABLE>
 
- ------------
*   SAFECO Life owns twenty units in this investment division at December 31,
    1997.
 
                       See Notes To Financial Statements
 
                                      A-5
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 1997 AND 1996
 
<TABLE>
<CAPTION>
                                                                  1997           1996
                                                              ------------   ------------
<S>                                                           <C>            <C>
INVESTMENT INCOME (LOSS):
  Dividends                                                   $  4,111,948   $  1,861,626
  Mortality and Expense Charge (Note 3)                           (530,007)      (342,650)
                                                              ------------   ------------
  Net Investment Income (Loss)                                   3,581,941      1,518,976
                                                              ------------   ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on Investments                        2,916,978      1,219,403
  Net Change in Unrealized Appreciation (Depreciation) of
    Investments                                                  4,556,931      2,104,550
                                                              ------------   ------------
  Net Realized and Unrealized Gain (Loss) on Investments         7,473,909      3,323,953
                                                              ------------   ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS                                                    11,055,850      4,842,929
                                                              ------------   ------------
CHANGES IN NET ASSETS FROM POLICY RELATED TRANSACTIONS:
  Transfers in from Net Premiums                                18,502,688     17,165,491
  Transfers out for Policy Related Transactions                 (7,729,946)    (5,337,120)
  Transfers between Separate Account SL's Divisions and (to)
    from Guaranteed Interest Division, Net                          14,439      2,039,756
  Transfers in (out) - Operational Seed Money                        4,600              0
  Gain (Loss) Attributable to SAFECO Life                             (368)        (2,777)
                                                              ------------   ------------
NET CHANGE IN NET ASSETS FROM POLICY TRANSACTIONS               10,791,413     13,865,350
                                                              ------------   ------------
NET CHANGE IN NET ASSETS                                        21,847,263     18,708,279
NET ASSETS, BEGINNING OF PERIOD                                 47,228,125     28,519,846
                                                              ------------   ------------
NET ASSETS, END OF PERIOD                                     $ 69,075,388   $ 47,228,125
                                                              ------------   ------------
                                                              ------------   ------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-6
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31, 1997
                                                    -----------------------------------------------------------------------------
                                                        TOTAL       FIDELITY VIP    FIDELITY VIP    FIDELITY VIP    FIDELITY VIP
                                                      SEPARATE         GROWTH       MONEY MARKET    EQUITY INCOME     OVERSEAS
                                                       ACCOUNT        DIVISION        DIVISION        DIVISION        DIVISION
                                                    -------------   -------------   -------------   -------------   -------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME (LOSS):
  Dividends                                          $  4,111,948    $    516,357    $   123,914     $   730,426     $    374,033
  Mortality and Expense Charge (Note 3)                  (530,007)       (142,564)       (20,204)        (78,115)         (44,562)
                                                    -------------   -------------   -------------   -------------   -------------
  Net Investment Income (Loss)                          3,581,941         373,793        103,710         652,311          329,471
                                                    -------------   -------------   -------------   -------------   -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net Realized Gain (Loss) on Investments               2,916,978         827,060              0         370,199          184,852
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments                       4,556,931       1,838,335              0       1,005,276          (59,527)
                                                    -------------   -------------   -------------   -------------   -------------
  Net Realized and Unrealized Gain (Loss) on
    Investments                                         7,473,909       2,665,395              0       1,375,475          125,325
                                                    -------------   -------------   -------------   -------------   -------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
 FROM OPERATIONS                                       11,055,850       3,039,188        103,710       2,027,786          454,796
                                                    -------------   -------------   -------------   -------------   -------------
CHANGES IN NET ASSETS FROM POLICY RELATED
 TRANSACTIONS:
  Transfers in from Net Premiums                       18,502,688       3,258,766      3,453,897       2,034,589        1,054,250
  Transfers out for Policy Related Transactions        (7,729,946)     (1,806,612)      (304,339)     (1,045,252)        (621,451)
  Transfers between Separate Account SL's
    Divisions and (to) from Guaranteed Interest
    Division, Net                                          14,439        (447,640)    (3,046,340)         38,834           79,895
  Transfers in (out) - Operational Seed Money               4,600             200            200             200              200
  Gain (Loss) Attributable to SAFECO Life                    (368)         (4,554)         4,200            (555)             (47)
                                                    -------------   -------------   -------------   -------------   -------------
NET CHANGE IN NET ASSETS FROM POLICY TRANSACTIONS      10,791,413       1,000,160        107,618       1,027,816          512,847
                                                    -------------   -------------   -------------   -------------   -------------
NET CHANGE IN NET ASSETS                               21,847,263       4,039,348        211,328       3,055,602          967,643
NET ASSETS, BEGINNING OF PERIOD                        47,228,125      13,812,754      1,948,323       6,905,175        4,224,561
                                                    -------------   -------------   -------------   -------------   -------------
NET ASSETS, END OF PERIOD                            $ 69,075,388    $ 17,852,102    $ 2,159,651     $ 9,960,777     $  5,192,204
                                                    -------------   -------------   -------------   -------------   -------------
                                                    -------------   -------------   -------------   -------------   -------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-7
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31, 1997
                                                ----------------------------------------------------------------------------------
                                                                  FIDELITY VIP
                                                                       II          FIDELITY VIP     FIDELITY VIP     FIDELITY VIP
                                                 FIDELITY VIP      INVESTMENT           II               II               II
                                                 HIGH INCOME       GRADE BOND     ASSET MANAGER      INDEX 500        CONTRAFUND
                                                   DIVISION         DIVISION         DIVISION         DIVISION         DIVISION
                                                --------------   --------------   --------------   --------------   --------------
<S>                                             <C>              <C>              <C>              <C>              <C>
INVESTMENT INCOME (LOSS):
  Dividends                                       $    118,089     $    41,932      $   990,660      $   112,819      $   104,398
  Mortality and Expense Charge (Note 3)                (14,472)         (6,857)         (80,822)         (38,183)         (38,914)
                                                --------------   --------------   --------------   --------------   --------------
  Net Investment Income (Loss)                         103,617          35,075          909,838           74,636           65,484
                                                --------------   --------------   --------------   --------------   --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on Investments              106,691          (2,286)         264,306          212,725          264,916
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments                       37,852          26,567          415,386          805,228          553,496
                                                --------------   --------------   --------------   --------------   --------------
  Net Realized and Unrealized Gain (Loss) on
    Investments                                        144,543          24,281          679,692        1,017,953          818,412
                                                --------------   --------------   --------------   --------------   --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                            248,160          59,356        1,589,530        1,092,589          883,896
                                                --------------   --------------   --------------   --------------   --------------
CHANGES IN NET ASSETS FROM POLICY RELATED
  TRANSACTIONS:
  Transfers in from Net Premiums                       515,592         154,794        1,536,942        1,624,150        1,401,808
  Transfers out for Policy Related
    Transactions                                      (211,691)       (105,048)      (1,463,169)        (516,224)        (551,232)
  Transfers between Separate Account SL's
    Divisions and (to) from Guaranteed
    Interest Division, Net                            (308,488)         42,724         (246,774)         400,922          359,783
  Transfers in (out) - Operational Seed Money              200             200              200              200              200
  Gain (Loss) Attributable to SAFECO Life                 (104)            134            1,610             (318)          (3,460)
                                                --------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS FROM POLICY
  TRANSACTIONS                                          (4,491)         92,804         (171,191)       1,508,730        1,207,099
                                                --------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS                               243,669         152,160        1,418,339        2,601,319        2,090,995
NET ASSETS, BEGINNING OF PERIOD                      1,445,172         719,522        8,083,145        3,131,460        3,193,591
                                                --------------   --------------   --------------   --------------   --------------
NET ASSETS, END OF PERIOD                         $  1,688,841     $   871,682      $ 9,501,484      $ 5,732,779      $ 5,284,586
                                                --------------   --------------   --------------   --------------   --------------
                                                --------------   --------------   --------------   --------------   --------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-8
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31, 1997
                                          ---------------------------------------------------------------------------------------
                                                             FIDELITY VIP      FIDELITY VIP
                                          FIDELITY VIP II         III               III          FIDELITY VIP        LEXINGTON
                                          ASSET MANAGER:        GROWTH           GROWTH &             III             NATURAL
                                              GROWTH         OPPORTUNITIES        INCOME           BALANCED          RESOURCES
                                             DIVISION          DIVISION*         DIVISION*         DIVISION*         DIVISION
                                          ---------------   ---------------   ---------------   ---------------   ---------------
<S>                                       <C>               <C>               <C>               <C>               <C>
INVESTMENT INCOME (LOSS):
  Dividends                                  $     1,396       $         0       $         6       $         0       $     28,016
  Mortality and Expense Charge (Note 3)          (11,707)                0                 0                 0             (8,036)
                                          ---------------   ---------------   ---------------   ---------------   ---------------
  Net Investment Income (Loss)                   (10,311)                0                 6                 0             19,980
                                          ---------------   ---------------   ---------------   ---------------   ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on
    Investments                                  136,339                 0                 0                 0             67,477
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments                146,598                15                10                10            (39,627)
                                          ---------------   ---------------   ---------------   ---------------   ---------------
  Net Realized and Unrealized Gain
    (Loss) on Investments                        282,937                15                10                10             27,850
                                          ---------------   ---------------   ---------------   ---------------   ---------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                      272,626                15                16                10             47,830
                                          ---------------   ---------------   ---------------   ---------------   ---------------
CHANGES IN NET ASSETS FROM POLICY
  RELATED TRANSACTIONS:
  Transfers in from Net Premiums                 403,875                 0                 0                 0            311,597
  Transfers out for Policy Related
    Transactions                                (309,588)                0                 0                 0           (116,998)
  Transfers between Separate Account
    SL's Divisions and (to) from
    Guaranteed Interest Division, Net            345,415                 0                 0                 0             98,814
  Transfers in (out) - Operational Seed
    Money                                            200               200               200               200                200
  Gain (Loss) Attributable to SAFECO
    Life                                             699                 0                (6)                0             (1,273)
                                          ---------------   ---------------   ---------------   ---------------   ---------------
NET CHANGE IN NET ASSETS FROM POLICY
  TRANSACTIONS                                   440,601               200               194               200            292,340
                                          ---------------   ---------------   ---------------   ---------------   ---------------
NET CHANGE IN NET ASSETS                         713,227               215               210               210            340,170
NET ASSETS, BEGINNING OF PERIOD                  808,880                 0                 0                 0            683,413
                                          ---------------   ---------------   ---------------   ---------------   ---------------
NET ASSETS, END OF PERIOD                    $ 1,522,107       $       215       $       210       $       210       $  1,023,583
                                          ---------------   ---------------   ---------------   ---------------   ---------------
                                          ---------------   ---------------   ---------------   ---------------   ---------------
</TABLE>
 
- ------------
 
*  For the period from October 30, 1997 (date of inception) to December 31,
1997.
 
                       See Notes To Financial Statements
 
                                      A-9
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31, 1997
                                          ----------------------------------------------------------------------------------
                                            LEXINGTON
                                             EMERGING        SAFECO RST       SAFECO RST       SAFECO RST       SAFECO RST
                                             MARKETS           EQUITY           GROWTH         NORTHWEST           BOND
                                             DIVISION         DIVISION         DIVISION         DIVISION         DIVISION
                                          --------------   --------------   --------------   --------------   --------------
<S>                                       <C>              <C>              <C>              <C>              <C>
INVESTMENT INCOME (LOSS):
  Dividends                                 $        403     $   181,882      $   770,267      $     7,403      $     9,834
  Mortality and Expense Charge (Note 3)           (6,227)        (11,138)         (26,851)            (695)            (658)
                                          --------------   --------------   --------------   --------------   --------------
  Net Investment Income (Loss)                    (5,824)        170,744          743,416            6,708            9,176
                                          --------------   --------------   --------------   --------------   --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on
    Investments                                   41,428          59,430          370,229           11,705            1,907
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments               (122,637)        (36,494)          (4,000)          (5,253)          (4,286)
                                          --------------   --------------   --------------   --------------   --------------
  Net Realized and Unrealized Gain
    (Loss) on Investments                        (81,209)         22,936          366,229            6,452           (2,379)
                                          --------------   --------------   --------------   --------------   --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                      (87,033)        193,680        1,109,645           13,160            6,797
                                          --------------   --------------   --------------   --------------   --------------
CHANGES IN NET ASSETS FROM POLICY
  RELATED TRANSACTIONS:
  Transfers in from Net Premiums                 276,890         974,116        1,424,172           61,727           15,523
  Transfers out for Policy Related
    Transactions                                 (70,244)       (179,705)        (413,515)          (8,104)          (6,724)
  Transfers between Separate Account
    SL's Divisions and (to) from
    Guaranteed Interest Division, Net            (13,442)      1,198,913        1,242,542           96,599          162,638
  Transfers in (out) - Operational Seed
    Money                                            200             200              200              200              200
  Gain (Loss) Attributable to SAFECO
    Life                                             536            (216)           3,115             (164)              35
                                          --------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS FROM POLICY
  TRANSACTIONS                                   193,940       1,993,308        2,256,514          150,258          171,672
                                          --------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS                         106,907       2,186,988        3,366,159          163,418          178,469
NET ASSETS, BEGINNING OF PERIOD                  512,750         320,203        1,422,322            8,816            8,038
                                          --------------   --------------   --------------   --------------   --------------
NET ASSETS, END OF PERIOD                   $    619,657     $ 2,507,191      $ 4,788,481      $   172,234      $   186,507
                                          --------------   --------------   --------------   --------------   --------------
                                          --------------   --------------   --------------   --------------   --------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-10
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31, 1997
                                                          ---------------------------------------------------------------------
                                                                                                 AMERICAN
                                                                              WANGER U.S.         CENTURY          AMERICAN
                                                            SAFECO RST         SMALL CAP            VP              CENTURY
                                                           SMALL COMPANY        ADVISOR        INTERNATIONAL      VP BALANCED
                                                          STOCK DIVISION*      DIVISION*         DIVISION*         DIVISION*
                                                          ---------------   ---------------   ---------------   ---------------
<S>                                                       <C>               <C>               <C>               <C>
INVESTMENT INCOME (LOSS):
  Dividends                                                  $       113       $         0       $         0       $         0
  Mortality and Expense Charge (Note 3)                                0                 0                (2)                0
                                                          ---------------   ---------------   ---------------   ---------------
  Net Investment Income (Loss)                                       113                 0                (2)                0
                                                          ---------------   ---------------   ---------------   ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on Investments                              0                 0                 0                 0
  Net Change in Unrealized Appreciation (Depreciation)
    of Investments                                                   (71)               34                15                 4
                                                          ---------------   ---------------   ---------------   ---------------
  Net Realized and Unrealized Gain (Loss) on Investments             (71)               34                15                 4
                                                          ---------------   ---------------   ---------------   ---------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS                                                          42                34                13                 4
                                                          ---------------   ---------------   ---------------   ---------------
CHANGES IN NET ASSETS FROM POLICY RELATED TRANSACTIONS:
  Transfers in from Net Premiums                                       0                 0                 0                 0
  Transfers out for Policy Related Transactions                        0                 0               (50)                0
  Transfers between Separate Account SL's Divisions and
    (to) from Guaranteed Interest Division, Net                    2,592             2,601             4,851                 0
  Transfers in (out) - Operational Seed Money                        200               200               200               200
  Gain (Loss) Attributable to SAFECO Life                              0                (1)                0                 1
                                                          ---------------   ---------------   ---------------   ---------------
NET CHANGE IN NET ASSETS FROM POLICY TRANSACTIONS                  2,792             2,800             5,001               201
                                                          ---------------   ---------------   ---------------   ---------------
NET CHANGE IN NET ASSETS                                           2,834             2,834             5,014               205
NET ASSETS, BEGINNING OF PERIOD                                        0                 0                 0                 0
                                                          ---------------   ---------------   ---------------   ---------------
NET ASSETS, END OF PERIOD                                    $     2,834       $     2,834       $     5,014       $       205
                                                          ---------------   ---------------   ---------------   ---------------
                                                          ---------------   ---------------   ---------------   ---------------
</TABLE>
 
- ------------
 
*  For the period from October 30, 1997 (date of inception) to December 31,
1997.
 
                       See Notes To Financial Statements
 
                                      A-11
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31, 1996
                                                -----------------------------------------------------------------------------
                                                    TOTAL       FIDELITY VIP    FIDELITY VIP    FIDELITY VIP    FIDELITY VIP
                                                  SEPARATE         GROWTH       MONEY MARKET    EQUITY INCOME     OVERSEAS
                                                   ACCOUNT        DIVISION        DIVISION        DIVISION        DIVISION
                                                -------------   -------------   -------------   -------------   -------------
<S>                                             <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME (LOSS):
  Dividends                                      $  1,861,626    $    652,496    $   106,904     $   220,067     $     73,902
  Mortality and Expense Charge (Note 3)              (342,650)       (106,992)       (18,880)        (52,471)         (33,173)
                                                -------------   -------------   -------------   -------------   -------------
  Net Investment Income (Loss)                      1,518,976         545,504         88,024         167,596           40,729
                                                -------------   -------------   -------------   -------------   -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net Realized Gain (Loss) on Investments           1,219,403         666,095              0         261,564           84,017
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments                   2,104,550         189,972              0         308,534          292,888
                                                -------------   -------------   -------------   -------------   -------------
  Net Realized and Unrealized Gain (Loss) on
    Investments                                     3,323,953         856,067              0         570,098          376,905
                                                -------------   -------------   -------------   -------------   -------------
NET INCREASE (DECREASE) IN NET ASSETS
 RESULTING FROM OPERATIONS                          4,842,929       1,401,571         88,024         737,694          417,634
                                                -------------   -------------   -------------   -------------   -------------
CHANGES IN NET ASSETS FROM POLICY RELATED
 TRANSACTIONS:
  Transfers in from Net Premiums                   17,165,491       4,124,943      3,446,186       2,357,488        1,166,002
  Transfers out for Policy Related
    Transactions                                   (5,337,120)     (1,568,735)      (130,228)       (902,544)        (538,631)
  Transfers between Separate Account SL's
    Divisions and (to) from Guaranteed
    Interest Division, Net                          2,039,756       1,043,497     (2,712,658)         20,519          269,996
  Transfers in (out) - Operational Seed Money               0               0              0               0                0
  Gain (Loss) Attributable to SAFECO Life              (2,777)         (3,620)       (10,424)         (1,691)            (673)
                                                -------------   -------------   -------------   -------------   -------------
NET CHANGE IN NET ASSETS FROM POLICY
 TRANSACTIONS                                      13,865,350       3,596,085        592,876       1,473,772          896,694
                                                -------------   -------------   -------------   -------------   -------------
NET CHANGE IN NET ASSETS                           18,708,279       4,997,656        680,900       2,211,466        1,314,328
NET ASSETS, BEGINNING OF PERIOD                    28,519,846       8,815,098      1,267,423       4,693,709        2,910,233
                                                -------------   -------------   -------------   -------------   -------------
NET ASSETS, END OF PERIOD                        $ 47,228,125    $ 13,812,754    $ 1,948,323     $ 6,905,175     $  4,224,561
                                                -------------   -------------   -------------   -------------   -------------
                                                -------------   -------------   -------------   -------------   -------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-12
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31, 1996
                                                ----------------------------------------------------------------------------------
                                                                  FIDELITY VIP
                                                                       II          FIDELITY VIP     FIDELITY VIP     FIDELITY VIP
                                                 FIDELITY VIP      INVESTMENT           II               II               II
                                                 HIGH INCOME       GRADE BOND     ASSET MANAGER      INDEX 500        CONTRAFUND
                                                   DIVISION         DIVISION         DIVISION         DIVISION         DIVISION
                                                --------------   --------------   --------------   --------------   --------------
<S>                                             <C>              <C>              <C>              <C>              <C>
INVESTMENT INCOME (LOSS):
  Dividends                                       $     62,691     $    50,447      $   440,128      $    54,385      $    11,263
  Mortality and Expense Charge (Note 3)                 (9,849)         (7,083)         (66,690)         (17,435)         (18,320)
                                                --------------   --------------   --------------   --------------   --------------
  Net Investment Income (Loss)                          52,842          43,364          373,438           36,950           (7,057)
                                                --------------   --------------   --------------   --------------   --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on Investments               14,163           7,591           67,740           68,068           36,577
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments                       61,598         (36,058)         502,688          290,744          383,171
                                                --------------   --------------   --------------   --------------   --------------
  Net Realized and Unrealized Gain (Loss) on
    Investments                                         75,761         (28,467)         570,428          358,812          419,748
                                                --------------   --------------   --------------   --------------   --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                            128,603          14,897          943,866          395,762          412,691
                                                --------------   --------------   --------------   --------------   --------------
CHANGES IN NET ASSETS FROM POLICY RELATED
  TRANSACTIONS:
  Transfers in from Net Premiums                       489,342         271,528        2,044,200        1,192,914        1,223,954
  Transfers out for Policy Related
    Transactions                                      (192,518)       (144,121)      (1,211,057)        (284,721)        (250,013)
  Transfers between Separate Account SL's
    Divisions and (to) from Guaranteed
    Interest Division, Net                             326,333        (412,302)        (422,044)         670,973          744,280
  Transfers in (out) - Operational Seed Money                0               0                0                0                0
  Gain (Loss) Attributable to SAFECO Life                  (37)             64           (2,344)            (159)          (4,087)
                                                --------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS FROM POLICY
  TRANSACTIONS                                         623,120        (284,831)         408,755        1,579,007        1,714,134
                                                --------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS                               751,723        (269,934)       1,352,621        1,974,769        2,126,825
NET ASSETS, BEGINNING OF PERIOD                        693,449         989,456        6,730,524        1,156,691        1,066,766
                                                --------------   --------------   --------------   --------------   --------------
NET ASSETS, END OF PERIOD                         $  1,445,172     $   719,522      $ 8,083,145      $ 3,131,460      $ 3,193,591
                                                --------------   --------------   --------------   --------------   --------------
                                                --------------   --------------   --------------   --------------   --------------
</TABLE>
 
                       See Notes To Financial Statements
 
                                      A-13
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31, 1996
                                                ------------------------------------------------------------------------------------
                                                FIDELITY VIP II      LEXINGTON        LEXINGTON
                                                 ASSET MANAGER:       NATURAL          EMERGING        SAFECO RST       SAFECO RST
                                                     GROWTH          RESOURCES         MARKETS           EQUITY           GROWTH
                                                    DIVISION         DIVISION*        DIVISION*        DIVISION*        DIVISION*
                                                ----------------   --------------   --------------   --------------   --------------
<S>                                             <C>                <C>              <C>              <C>              <C>
INVESTMENT INCOME (LOSS):
  Dividends                                         $    41,438      $      2,151     $          0     $    30,039      $   115,216
  Mortality and Expense Charge (Note 3)                  (4,651)           (1,331)          (1,451)           (675)          (3,614)
                                                ----------------   --------------   --------------   --------------   --------------
  Net Investment Income (Loss)                           36,787               820           (1,451)         29,364          111,602
                                                ----------------   --------------   --------------   --------------   --------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on Investments                12,549             5,839           (3,540)          2,283           (3,530)
  Net Change in Unrealized Appreciation
    (Depreciation) of Investments                        43,534            58,877           (3,366)        (11,822)          23,996
                                                ----------------   --------------   --------------   --------------   --------------
  Net Realized and Unrealized Gain (Loss) on
    Investments                                          56,083            64,716           (6,906)         (9,539)          20,466
                                                ----------------   --------------   --------------   --------------   --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                              92,870            65,536           (8,357)         19,825          132,068
                                                ----------------   --------------   --------------   --------------   --------------
CHANGES IN NET ASSETS FROM POLICY RELATED
  TRANSACTIONS:
  Transfers in from Net Premiums                        247,373           136,380          132,526          56,058          265,857
  Transfers out for Policy Related
    Transactions                                        (47,071)           (9,309)         (14,320)         (7,234)         (36,206)
  Transfers between Separate Account SL's
    Divisions and (to) from Guaranteed
    Interest Division, Net                              315,334           480,695          402,781         251,559        1,054,115
  Transfers in (out) - Operational Seed Money                 0                 0                0               0                0
  Gain (Loss) Attributable to SAFECO Life                 3,877            10,111              120              (5)           6,488
                                                ----------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS FROM POLICY
  TRANSACTIONS                                          519,513           617,877          521,107         300,378        1,290,254
                                                ----------------   --------------   --------------   --------------   --------------
NET CHANGE IN NET ASSETS                                612,383           683,413          512,750         320,203        1,422,322
NET ASSETS, BEGINNING OF PERIOD                         196,497                 0                0               0                0
                                                ----------------   --------------   --------------   --------------   --------------
NET ASSETS, END OF PERIOD                           $   808,880      $    683,413     $    512,750     $   320,203      $ 1,422,322
                                                ----------------   --------------   --------------   --------------   --------------
                                                ----------------   --------------   --------------   --------------   --------------
</TABLE>
 
- ------------
 
*  For the period from April 30, 1996 (date of inception) to December 31, 1996.
 
                       See Notes To Financial Statements
 
                                      A-14
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31, 1996
                                                              ---------------------------------
                                                                SAFECO RST        SAFECO RST
                                                                 NORTHWEST           BOND
                                                                 DIVISION*         DIVISION*
                                                              ---------------   ---------------
<S>                                                           <C>               <C>
INVESTMENT INCOME (LOSS):
  Dividends                                                     $         60      $        439
  Mortality and Expense Charge (Note 3)                                  (18)              (17)
                                                              ---------------   ---------------
  Net Investment Income (Loss)                                            42               422
                                                              ---------------   ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on Investments                                (13)                0
  Net Change in Unrealized Appreciation (Depreciation) of
    Investments                                                          147              (353)
                                                              ---------------   ---------------
  Net Realized and Unrealized Gain (Loss) on Investments                 134              (353)
                                                              ---------------   ---------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS                                                             176                69
                                                              ---------------   ---------------
CHANGES IN NET ASSETS FROM POLICY RELATED TRANSACTIONS:
  Transfers in from Net Premiums                                       3,602             7,138
  Transfers out for Policy Related Transactions                         (371)              (41)
  Transfers between Separate Account SL's Divisions and (to)
    from Guaranteed Interest Division, Net                             5,808               870
  Transfers in (out) - Operational Seed Money                              0                 0
  Gain (Loss) Attributable to SAFECO Life                               (399)                2
                                                              ---------------   ---------------
NET CHANGE IN NET ASSETS FROM POLICY TRANSACTIONS                      8,640             7,969
                                                              ---------------   ---------------
NET CHANGE IN NET ASSETS                                               8,816             8,038
NET ASSETS, BEGINNING OF PERIOD                                            0                 0
                                                              ---------------   ---------------
NET ASSETS, END OF PERIOD                                       $      8,816      $      8,038
                                                              ---------------   ---------------
                                                              ---------------   ---------------
</TABLE>
 
- ------------
 
*  For the period from April 30, 1996 (date of inception) to December 31, 1996.
 
                       See Notes To Financial Statements
 
                                      A-15
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
NOTES TO FINANCIAL STATEMENTS
 
1)  ORGANIZATION
 
    SAFECO Life Separate Account SL (Account SL) is a separate account of SAFECO
    Life Insurance Company (SAFECO), a wholly-owned subsidiary of SAFECO
    Corporation, and is registered as a unit investment trust under the
    Investment Company Act of 1940, as amended.
 
    Account SL was formed by SAFECO to support the operations of its variable
    life insurance policies. SAFECO Securities, Inc., a wholly-owned subsidiary
    of SAFECO Corporation, is the principal underwriter of the Policies issued
    through Account SL. The assets of Account SL are the property of SAFECO and
    such assets associated with the Policies will not be chargeable with
    liabilities arising out of any other business SAFECO may conduct.
 
    On January 3, 1996, SAFECO was granted approval in an order by the SEC to
    transfer Policy Account Values from Investment Divisions invested in
    portfolios of Hudson River Trust to certain Investment Divisions invested in
    portfolios of Variable Insurance Products (VIP) and Variable Insurance
    Products II (VIP II). On February 20, 1996, SAFECO transferred the Policy
    Account Values specified in the order. From February 20, 1996 to April 29,
    1996, Account SL consisted solely of ten Investment Divisions invested in
    portfolios of VIP and VIP II.
 
    On April 30, 1996, six new Investment Divisions were made available to
    policyholders. These divisions invest in the Equity, Growth, Northwest, and
    Bond Portfolios of SAFECO Resource Series Trust, the Lexington Natural
    Resources Portfolio of Lexington Natural Resources Trust, and the Lexington
    Emerging Markets Portfolio of the Lexington Emerging Markets Fund, Inc.
 
    On October 30, 1997, a new policy type was introduced with an additional
    seven Investment Divisions to the sixteen Investment Divisions mentioned
    above. These divisions invest in the Growth Opportunities, Growth and
    Income, and Balanced Portfolios of Fidelity Variable Insurance Products Fund
    III, the Small Company Stock Portfolio of SAFECO Resource Series Trust, the
    Wanger U.S. Small Cap Advisor Portfolio of Wanger Advisors Trust, and the
    American Century VP International and American Century VP Balanced
    Portfolios of American Century Variable Portfolios, Inc.
 
    Policyholders are permitted to transfer their funds among Investment
    Divisions in Account SL available under their policy, and to the Guaranteed
    Interest Division, which is not part of Account SL. Available Investment
    Divisions vary by policy type.
 
2)  SIGNIFICANT ACCOUNTING POLICIES
 
    SECURITY VALUATION.  Investments in portfolio shares are valued at the net
    asset value of the respective portfolio.
 
    SECURITY TRANSACTIONS.  Investment transactions are recorded on the trade
    date. Realized gains (losses) on sales of portfolio shares are determined on
    the basis of identified cost. Net investment income and net realized and
    unrealized gain (loss) on investments are allocated to the policies on a pro
    rata basis.
 
    ESTIMATES.  The financial statements of Account SL are prepared in
    conformity with generally accepted accounting principles, which permit
    management to make certain estimates and assumptions at the date of the
    financial statements.
 
    FEDERAL INCOME TAXES.  The operations of Account SL are included in the
    Federal Income Tax return of SAFECO. Under the provisions of the policies,
    SAFECO has the right to charge Account SL. No charge is currently being made
    against Account SL for such tax since, under current tax law, SAFECO pays no
    tax on investment income and capital gains reflected in variable life
    insurance policy reserves.
 
                                      A-16
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
3)  EXPENSES
 
    SAFECO assumes mortality and expense risks related to the operations of
    Account SL and deducts a charge from the assets of Account SL to cover these
    risks. The daily charge varies by policy type and is equal to an annual rate
    of .70% to .90% of net assets of Account SL.
 
    SAFECO also deducts state premium taxes and administrative expenses from
    premiums before they are allocated to Account SL. These charges vary by
    policy type.
 
4)  INVESTMENT TRANSACTIONS
 
    Purchase and sales activity in underlying portfolio shares for the year
    ended December 31, 1997 was as follows:
 
<TABLE>
<CAPTION>
                                                          PURCHASES         SALES
                                                         ------------   -------------
     <S>                                                 <C>            <C>
     Fidelity VIP Growth Portfolio                       $  3,744,964   $  (2,371,033)
     Fidelity VIP Money Market Portfolio                    6,233,772      (6,026,509)
     Fidelity VIP Equity Income Portfolio                   2,891,341      (1,210,961)
     Fidelity VIP Overseas Portfolio                        1,817,335        (976,368)
     Fidelity VIP High Income Portfolio                     1,880,969      (1,781,744)
     Fidelity VIP II Investment Grade Bond Portfolio          279,248        (152,707)
     Fidelity VIP II Asset Manager Portfolio                2,296,856      (1,568,421)
     Fidelity VIP II Index 500 Portfolio                    2,288,690        (706,098)
     Fidelity VIP II Contrafund Portfolio                   2,280,812      (1,004,311)
     Fidelity VIP II Asset Manager: Growth Portfolio        1,149,281        (718,943)
     Fidelity VIP III Growth Opportunities Portfolio*             200               0
     Fidelity VIP III Growth & Income Portfolio*                  206               0
     Fidelity VIP III Balanced Portfolio*                         200               0
     Lexington Natural Resources Portfolio                    699,000        (385,849)
     Lexington Emerging Markets Portfolio                     669,805        (481,784)
     SAFECO RST Equity Portfolio                            2,716,816        (552,738)
     SAFECO RST Growth Portfolio                            4,966,543      (1,970,897)
     SAFECO RST Northwest Portfolio                           254,255         (97,122)
     SAFECO RST Bond Portfolio                                257,004         (76,189)
     SAFECO RST Small Company Stock Portfolio*                  2,905               0
     Wanger U.S. Small Cap Advisor Portfolio*                   2,801               0
     American Century VP International Portfolio*               5,051             (50)
     American Century VP Balanced Portfolio*                      200               0
                                                         ------------   -------------
     Total                                               $ 34,438,254   $ (20,081,724)
                                                         ------------   -------------
                                                         ------------   -------------
</TABLE>
 
       *  For the period from October 30, 1997 (date of inception) to December
          31, 1997.
 
                                      A-17
<PAGE>
SAFECO LIFE SEPARATE ACCOUNT SL
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
5)  HISTORICAL UNIT VALUES
 
    The following are unit values attributable to unitholders as of the date
    indicated:
<TABLE>
<CAPTION>
                                                                 DECEMBER 31
                                          ---------------------------------------------------------
                                            1997        1996        1995        1994        1993
                                          ---------   ---------   ---------   ---------   ---------
<S>                                       <C>         <C>         <C>         <C>         <C>
Accumulation Life:
  Fidelity VIP Growth Division            $ 258.785   $ 211.469   $ 186.039   $ 138.673   $ 139.950
  Fidelity VIP Money Market Division        124.936     119.360     114.270     108.907     105.409
  Fidelity VIP Equity Income Division       296.489     233.528     206.203     154.013     145.146
  Fidelity VIP Overseas Division            166.539     150.638     134.264     123.521     122.522
  Fidelity VIP High Income Division         166.098     142.436     126.046     105.455     108.076
  Fidelity VIP II Investment Grade Bond
    Division                                142.369     131.721     128.816     110.786     116.148
  Fidelity VIP II Asset Manager Division    202.303     169.192     148.977     128.527     138.097
  Fidelity VIP II Index 500 Division        229.037     174.160     143.089     105.239     105.094
  Fidelity VIP II Contrafund Division       176.648     143.581     119.439         N/A         N/A
  Fidelity VIP II Asset Manager: Growth
    Division                                170.101     137.235     115.467         N/A         N/A
  Lexington Natural Resources Division      122.254     115.129         N/A         N/A         N/A
  Lexington Emerging Markets Division        82.854      94.523         N/A         N/A         N/A
  SAFECO RST Equity Division                145.745     117.794         N/A         N/A         N/A
  SAFECO RST Growth Division                165.079     115.231         N/A         N/A         N/A
  SAFECO RST Northwest Division             128.860      99.237         N/A         N/A         N/A
  SAFECO RST Bond Division                  108.135     100.648         N/A         N/A         N/A
 
<CAPTION>
 
                                                                 DECEMBER 31
                                          ---------------------------------------------------------
                                            1997        1996        1995        1994        1993
                                          ---------   ---------   ---------   ---------   ---------
<S>                                       <C>         <C>         <C>         <C>         <C>
Premier Accumulation Life:
  Fidelity VIP Growth Division            $  10.474   $     N/A   $     N/A   $     N/A   $     N/A
  Fidelity VIP Money Market Division         10.083         N/A         N/A         N/A         N/A
  Fidelity VIP Equity Income Division        10.688         N/A         N/A         N/A         N/A
  Fidelity VIP Overseas Division             10.049         N/A         N/A         N/A         N/A
  Fidelity VIP High Income Division          10.191         N/A         N/A         N/A         N/A
  Fidelity VIP II Investment Grade Bond
    Division                                 10.129         N/A         N/A         N/A         N/A
  Fidelity VIP II Asset Manager Division     10.443         N/A         N/A         N/A         N/A
  Fidelity VIP II Index 500 Division         10.764         N/A         N/A         N/A         N/A
  Fidelity VIP II Contrafund Division        10.274         N/A         N/A         N/A         N/A
  Fidelity VIP II Asset Manager: Growth
    Division                                 10.554         N/A         N/A         N/A         N/A
  Fidelity VIP III Growth Opportunities
    Division                                 10.765         N/A         N/A         N/A         N/A
  Fidelity VIP III Growth & Income
    Division                                 10.494         N/A         N/A         N/A         N/A
  Fidelity VIP III Balanced Division         10.512         N/A         N/A         N/A         N/A
  Lexington Natural Resources Division        9.316         N/A         N/A         N/A         N/A
  Lexington Emerging Markets Division         9.820         N/A         N/A         N/A         N/A
  SAFECO RST Equity Division                 10.643         N/A         N/A         N/A         N/A
  SAFECO RST Growth Division                 10.693         N/A         N/A         N/A         N/A
  SAFECO RST Northwest Division              10.504         N/A         N/A         N/A         N/A
  SAFECO RST Bond Division                   10.134         N/A         N/A         N/A         N/A
  SAFECO RST Small Company Stock
    Division                                 10.031         N/A         N/A         N/A         N/A
  Wanger U.S. Small Cap Advisor Division     10.089         N/A         N/A         N/A         N/A
  American Century VP International
    Division                                 10.406         N/A         N/A         N/A         N/A
  American Century VP Balanced Division      10.236         N/A         N/A         N/A         N/A
</TABLE>
 
- ------------
N/A indicates the Investment Division was not yet available.
 
                                      A-18
<PAGE>
                   AUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
                         SAFECO LIFE INSURANCE COMPANY
                                AND SUBSIDIARIES
 
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
 
                                      A-19
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   -----
 
<S>                                                                                             <C>
Report of Independent Auditors................................................................        A-21
 
Consolidated Financial Statements
 
    Consolidated Balance Sheet................................................................        A-22
 
    Statement of Consolidated Income..........................................................        A-23
 
    Statement of Changes in Shareholder's Equity..............................................        A-24
 
    Statement of Consolidated Cash Flows......................................................        A-25
 
    Notes to Consolidated Financial Statements................................................        A-27
</TABLE>
 
                                      A-20
<PAGE>
               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, 1997 and 1996, and the
related statements of consolidated income, changes in shareholder's equity, and
cash flows for each of the three years in the period ended December 31, 1997.
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, 1997 and 1996, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, 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 as required by the Financial Accounting Standards Board.
 
                                                           /s/ Ernst & Young LLP
 
Seattle, Washington
February 13, 1998
 
                                      A-21
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Thousands Except Share Amounts)
 
<TABLE>
<CAPTION>
                                                                                    DECEMBER 31
                                                                              ------------------------
                                                                                 1997         1996
                                                                              -----------  -----------
<S>                                                                           <C>          <C>
ASSETS
Investments (Note 3):
  Fixed Maturities Available-for-Sale, at Market Value
    (Amortized Cost: 1997-$8,901,583; 1996-$7,597,733)......................  $ 9,401,886  $ 7,853,553
  Fixed Maturities Held-to-Maturity, at Amortized Cost
    (Market Value: 1997-$3,159,888; 1996-$2,670,004)........................    2,708,558    2,488,324
  Marketable Equity Securities, at Market Value
    (Cost: 1997-$10,651; 1996-$9,629).......................................       15,552       18,902
  First Mortgage Loans on Real Estate:
    Nonaffiliates (At cost, less allowance for losses:
      1997-$11,609; 1996-$10,943)...........................................      475,975      447,596
    Affiliates..............................................................      175,183      140,743
  Real Estate...............................................................        3,399        4,134
  Policy Loans..............................................................       60,249       58,153
  Short-Term Investments (At cost which approximates market)................       56,374       69,878
  Investment in Limited Partnerships........................................          250          250
                                                                              -----------  -----------
    Total Investments.......................................................   12,897,426   11,081,533
Cash........................................................................      244,512       19,136
Accrued Investment Income...................................................      181,757      159,790
Accounts and Notes Receivable (At cost, less allowance
  for doubtful accounts: 1997-$78; 1996-$85)................................       48,204       23,582
Reinsurance Recoverables (Note 6)...........................................       28,515       25,204
Deferred Policy Acquisition Costs (Net of valuation
  allowance: 1997-$35,349; 1996-$19,040)....................................      239,843      240,464
Present Value of Future Profits.............................................       13,239      --
Other Assets................................................................       63,544        5,497
Current Income Taxes Recoverable (Note 10)..................................      --               792
Assets Held in Separate Accounts............................................      905,417      491,212
                                                                              -----------  -----------
        Total Assets........................................................  $14,622,457  $12,047,210
                                                                              -----------  -----------
                                                                              -----------  -----------
 
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Policy and Contract Liabilities (Note 6):
    Future Policy Benefits..................................................  $   151,675  $   149,624
    Policy and Contract Claims..............................................       37,688       29,155
    Premiums Paid in Advance................................................        9,145        8,846
    Funds Held Under Deposit Contracts......................................   11,539,473    9,792,730
    Other Policyholders' Funds..............................................      166,759      134,422
                                                                              -----------  -----------
      Total Policy and Contract Liabilities.................................   11,904,740   10,114,777
  Other Liabilities.........................................................      125,247       76,089
  Federal Income Taxes (Note 10):
    Current.................................................................       19,192      --
    Deferred (Includes tax on unrealized appreciation of investment
     securities: 1997-$164,449; 1996-$86,120)...............................      179,296      103,648
  Liabilities Related to Separate Accounts..................................      905,417      491,212
                                                                              -----------  -----------
      Total Liabilities.....................................................   13,133,892   10,785,726
                                                                              -----------  -----------
Shareholder'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 8)................................................    1,093,048    1,011,439
  Unrealized Appreciation of Investment Securities, Net of Tax (Note 3).....      305,517      160,045
                                                                              -----------  -----------
      Total Shareholder's Equity............................................    1,488,565    1,261,484
                                                                              -----------  -----------
        Total Liabilities and Shareholder's Equity..........................  $14,622,457  $12,047,210
                                                                              -----------  -----------
                                                                              -----------  -----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-22
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31
                                                                  ----------------------------------
                                                                     1997        1996        1995
                                                                  ----------  ----------  ----------
<S>                                                               <C>         <C>         <C>
Revenues:
  Premiums......................................................  $  240,595  $  240,100  $  237,025
  Investment Income:
    Interest on Fixed Maturities................................     830,837     767,309     716,510
    Interest on Mortgage Loans..................................      56,232      52,127      51,912
    Interest on Short-Term Investments..........................       3,419       2,935       4,017
    Dividends from Marketable Equity Securities.................       1,044         843       1,387
    Dividends from Redeemable Preferred Stock...................      16,026      12,654       3,065
    Other Investment Income.....................................       3,843       3,879       4,155
                                                                  ----------  ----------  ----------
 
        Total...................................................     911,401     839,747     781,046
    Less Investment Expenses....................................       3,485       3,709       3,546
                                                                  ----------  ----------  ----------
 
  Net Investment Income.........................................     907,916     836,038     777,500
                                                                  ----------  ----------  ----------
 
  Other Revenue.................................................      21,751      12,933      11,608
  Realized Investment Gain (Note 3).............................       6,807      10,439       5,676
                                                                  ----------  ----------  ----------
 
        Total...................................................   1,177,069   1,099,510   1,031,809
                                                                  ----------  ----------  ----------
 
Benefits and Expenses:
  Policy Benefits...............................................     844,926     782,213     723,466
  Commissions...................................................      93,681      74,724      79,163
  Personnel Costs...............................................      48,503      43,609      42,314
  Taxes Other Than Payroll and Income Taxes.....................      11,817      15,512       7,913
  Other Operating Expenses......................................      46,639      45,224      42,978
  Amortization of Deferred Policy Acquisition Costs.............      36,946      35,652      32,376
  Deferral of Policy Acquisition Costs..........................     (53,068)    (42,426)    (35,347)
                                                                  ----------  ----------  ----------
 
        Total...................................................   1,029,444     954,508     892,863
                                                                  ----------  ----------  ----------
 
Income before Federal Income Taxes..............................     147,625     145,002     138,946
                                                                  ----------  ----------  ----------
 
Provision (Benefit) for Federal Income Taxes (Note 10):
  Current.......................................................      54,705      57,417      61,830
  Deferred......................................................      (4,689)     (6,471)    (13,800)
                                                                  ----------  ----------  ----------
 
        Total...................................................      50,016      50,946      48,030
                                                                  ----------  ----------  ----------
 
Net Income......................................................  $   97,609  $   94,056  $   90,916
                                                                  ----------  ----------  ----------
                                                                  ----------  ----------  ----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-23
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31
                                                                  ----------------------------------
                                                                     1997        1996        1995
                                                                  ----------  ----------  ----------
 
<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..........................   1,011,439     921,383     834,467
      Net Income................................................      97,609      94,056      90,916
      Dividends to Parent.......................................     (16,000)     (4,000)     (4,000)
                                                                  ----------  ----------  ----------
      Balance at the End of Year................................   1,093,048   1,011,439     921,383
                                                                  ----------  ----------  ----------
Unrealized Appreciation of Investment Securities, Net of Tax
  (Note 3):
      Balance at the Beginning of Year..........................     160,045     320,452    (126,229)
      Change in Unrealized Appreciation.........................     156,073    (175,861)    474,511
      Change in Deferred Policy Acquisition Costs Valuation
        Allowance...............................................     (10,601)     15,454     (27,830)
                                                                  ----------  ----------  ----------
      Balance at the End of Year................................     305,517     160,045     320,452
                                                                  ----------  ----------  ----------
        Shareholder's Equity....................................  $1,488,565  $1,261,484  $1,331,835
                                                                  ----------  ----------  ----------
                                                                  ----------  ----------  ----------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-24
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31
                                                                -------------------------------------
                                                                   1997         1996         1995
                                                                -----------  -----------  -----------
<S>                                                             <C>          <C>          <C>
OPERATING ACTIVITIES:
  Insurance Premiums Received.................................  $   216,089  $   216,801  $   216,269
  Dividends and Interest Received.............................      819,433      754,878      703,053
  Other Operating Receipts....................................       19,299       12,948       10,607
  Insurance Claims and Policy Benefits Paid...................     (353,227)    (302,955)    (272,206)
  Underwriting, Acquisition and Insurance Operating Costs
    Paid......................................................     (202,077)    (172,251)    (169,904)
  Income Taxes Paid...........................................      (36,140)     (71,255)     (61,247)
                                                                -----------  -----------  -----------
      Net Cash Provided by Operating Activities...............      463,377      438,166      426,572
                                                                -----------  -----------  -----------
INVESTING ACTIVITIES:
  Purchases of:
    Fixed Maturities Available-for-Sale.......................   (1,891,778)  (1,544,998)  (1,424,510)
    Fixed Maturities Held-to-Maturity.........................     (199,589)    (473,206)    (291,965)
    Purchase of Subsidiary, Net of Cash Acquired..............      116,122      --           --
    Marketable Equity Securities..............................       (5,773)        (272)        (260)
    Other Investments.........................................          (15)         (15)         (14)
    Policy and Nonaffiliated Mortgage Loans...................      (96,019)     (85,485)     (55,302)
    Affiliated Mortgage Loans.................................      (40,000)     (34,650)     (12,643)
  Maturities of Fixed Maturities Available-for-Sale...........      435,788      466,509      375,291
  Maturities of Fixed Maturities Held-to-Maturity.............        8,907       21,694       17,878
  Sales of:
    Fixed Maturities Available-for-Sale.......................      869,091      721,229      327,160
    Fixed Maturities Held-to-Maturity.........................      --            13,316      --
    Marketable Equity Securities..............................       11,185       10,394        2,172
    Other Investments.........................................        2,000        1,100          180
    Real Estate...............................................          639        1,086          876
    Policy and Nonaffiliated Mortgage Loans...................       61,159       48,341       50,734
    Affiliated Mortgage Loans.................................        5,560       31,730        8,977
  Net (Increase) Decrease in Short-Term Investments...........       11,519       (1,250)      (5,811)
  Other.......................................................      (50,141)        (747)        (122)
                                                                -----------  -----------  -----------
      Net Cash Used in Investing Activities...................     (761,345)    (825,224)  (1,007,359)
                                                                -----------  -----------  -----------
FINANCING ACTIVITIES:
  Funds Received Under Deposit Contracts......................    1,392,517    1,148,590    1,304,665
  Return of Funds Held Under Deposit Contracts................     (861,221)    (765,480)    (720,845)
  Dividends to Parent.........................................      (13,000)      (4,000)      (4,000)
  Net Proceeds from (Repayment of) Short-Term Borrowings......        5,048       (7,802)       9,143
                                                                -----------  -----------  -----------
      Net Cash Provided by Financing Activities...............      523,344      371,308      588,963
                                                                -----------  -----------  -----------
Net Increase (Decrease) in Cash...............................      225,376      (15,750)       8,176
Cash at Beginning of Year.....................................       19,136       34,886       26,710
                                                                -----------  -----------  -----------
Cash at End of Year...........................................  $   244,512  $    19,136  $    34,886
                                                                -----------  -----------  -----------
                                                                -----------  -----------  -----------
</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
 
                                      A-25
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS --
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
(In Thousands)
 
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31
                                                                       -------------------------------
                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Net Income...........................................................  $  97,609  $  94,056  $  90,916
                                                                       ---------  ---------  ---------
Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    Realized Investment Gain.........................................     (6,807)   (10,439)    (5,676)
    Amortization of Fixed Maturity Investments.......................    (24,929)   (26,811)   (26,050)
    Deferred Federal Income Tax Benefit..............................     (4,689)    (6,471)   (13,800)
    Interest Expense on Deposit Contracts............................    473,851    460,594    432,327
    Other............................................................     (7,877)       574      3,140
 
    Changes in:
      Future Policy Benefits.........................................      1,855     (4,466)    (1,232)
      Policy and Contract Claims.....................................      2,830      2,748     (2,643)
      Premiums Paid in Advance.......................................        299        637       (574)
      Deferred Policy Acquisition Costs..............................    (15,688)    (6,198)    (6,116)
      Accrued Investment Income......................................    (11,451)    (8,893)    (8,990)
      Accrued Interest on Accrual Bonds..............................    (48,354)   (44,015)   (36,908)
      Other Receivables..............................................     (5,467)    (8,639)    (2,353)
      Current Federal Income Taxes...................................     18,565    (13,839)       583
      Other Assets and Liabilities...................................     (2,350)     4,668        449
      Other Policyholders' Funds.....................................     (4,020)     4,660      3,499
                                                                       ---------  ---------  ---------
        Total Adjustments............................................    365,768    344,110    335,656
                                                                       ---------  ---------  ---------
Net Cash Provided by Operating Activities............................  $ 463,377  $ 438,166  $ 426,572
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
                 See Notes to Consolidated Financial Statements
 
                                      A-26
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in thousands, unless otherwise stated)
 
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 directly owns three subsidiaries, SAFECO
   National Life Insurance Company, First SAFECO National Life Insurance Company
   of New York, and WM Life Insurance Company, and indirectly owns Empire Life
   Insurance Company. The Company acquired WM Life Insurance Company and Empire
   Life Insurance Company in 1997 (see Note 2). The Company is a wholly-owned
   subsidiary of SAFECO Corporation which is a Washington corporation whose
   subsidiaries engage 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 1997 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 life and health policies. Funds received under pension
   deposit contracts, annuity contracts 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.  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 shareholder'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 shareholder'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.
 
   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.
 
                                      A-27
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1 (continued)
   DEFERRED POLICY ACQUISITION COSTS.  Life and health 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 pension deposit contracts, deferred annuity 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; such
   adjustments would be included in current operations. There were no
   significant revisions made in 1997, 1996 or 1995.
 
   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. Acquisition costs for group life and health policies are
   amortized over the lives of the policies in proportion to premium received.
 
   PRESENT VALUE OF FUTURE PROFITS.  The present value of future profits
   represents the actuarially determined present value of anticipated profits to
   be realized from annuity and life insurance business purchased. The present
   value was determined using a discount rate of 12.5%. For annuity contracts,
   amortization of the present value of future profits is in relation to the
   present value of the expected gross profits on the contracts, discounted
   using the interest rate credited to the underlying policies. The present
   value of future profits is reviewed periodically to determine that the
   unamortized portion does not exceed expected recoverable amounts. No
   impairment adjustments were recorded in 1997.
 
   OTHER ASSETS.  Call options on the S&P 500 index are purchased by the Company
   to hedge the growth in interest credited on equity indexed annuities sold.
   Premiums paid to purchase these call options are capitalized and included in
   other assets. Call option premiums are amortized as an expense over the term
   of the option on a straight-line basis. Gains and losses on these instruments
   are recorded in income when realized. The balance in other assets for call
   option premiums at December 31, 1997 is $21,232.
 
   The Financial Accounting Standards Board (FASB) has issued an exposure draft
   addressing accounting and disclosure requirements for derivative financial
   instruments. The Company's accounting treatment for options may change in the
   future based on the issuance of definitive guidance from the FASB.
 
   On December 31, 1997, the Company acquired Washington Mutual, Inc.' s life
   insurance subsidiaries, WM Life Insurance Company and Empire Life Insurance
   Company, and Washington Mutual, Inc. agreed to distribute the Company's
   annuity products through the Washington Mutual, Inc. multi-state banking
   network. The portion of this transaction relating to the distribution
   agreement is valued at $35 million and will be amortized on a straight-line
   basis over 15 years. The unamortized balance of $35 million is included in
   other assets.
 
   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.
 
                                      A-28
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1 (continued)
   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, except for WM Life
   Insurance Company and Empire Life Insurance Company, are included in a
   consolidated federal income tax return filed by 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.
 
   NEW ACCOUNTING STANDARDS.  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 were effective for 1995 and
   adopted by the Company on January 1, 1995. Adoption did not affect net
   income. For additional disclosure relating to these two statements, see Note
   3.
 
   In June of 1997, the FASB issued Statement 130, "Reporting Comprehensive
   Income." Statement 130 is effective for fiscal years beginning after December
   15, 1997 and the Company will adopt it in the first quarter of 1998. Adoption
   will have no effect on net income but will require the reporting of
   "comprehensive income," which will include net income and certain items
   currently reported in shareholder's equity.
 
   The FASB issued Statement 131, "Disclosures about Segments of an Enterprise
   and Related Information," in June of 1997. Statement 131 changes the way
   information about business segments is reported in annual financial
   statements and requires the reporting of selected segment information in
   interim reports. This statement is effective for financial statements for
   periods beginning after December 15, 1997, and the Company plans on providing
   the required segment information in its 1998 consolidated financial
   statements. This statement has no effect on net income.
 
2.  ACQUISITION
 
   On December 31, 1997, the Company acquired Washington Mutual, Inc.'s life
   insurance subsidiaries, WM Life Insurance Company and Empire Life Insurance
   Company for $105.8 million. The fair value of assets acquired, excluding
   cash, was $766,921, and the fair value of liabilities assumed was $882,226.
   The acquisition is being treated as a purchase for accounting purposes, and
   allocation of purchase price resulted in no goodwill. The transaction was
   financed through internal sources.
 
   The unaudited pro forma condensed results of operations presented below
   assume the acquisition of WM Life Insurance Company and Empire Life Insurance
   Company occurred at the beginning of 1996, and give effects to actual
   operating results prior to the acquisition. These pro forma results are not
   necessarily indicative of what actually would have occurred if the
   acquisition had been completed as of the beginning of 1996 nor are they
   necessarily indicative of future consolidated results.
 
                                      A-29
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 2 (continued)
   PRO FORMA INFORMATION -- UNAUDITED
 
<TABLE>
<CAPTION>
                                           YEAR ENDED DECEMBER 31
                                          ------------------------
                                             1997         1996
                                          -----------  -----------
<S>                                       <C>          <C>
Revenues................................  $ 1,244,530  $ 1,162,614
Net income..............................      103,474       97,654
</TABLE>
 
3.  INVESTMENT SUMMARY
 
   A summary of fixed maturities and marketable equity securities classified as
   available-for-sale at December 31, 1997 follows:
 
<TABLE>
<CAPTION>
                                                          GROSS        GROSS           NET         ESTIMATED
                                           AMORTIZED   UNREALIZED    UNREALIZED     UNREALIZED      MARKET
                                             COST         GAINS        LOSSES          GAIN          VALUE
                                          -----------  -----------  ------------   ------------   -----------
<S>                                       <C>          <C>          <C>            <C>            <C>
United States government and government
  agencies and authorities..............  $   604,305  $   61,328   $       (47)   $    61,281    $   665,586
States, municipalities and political
  subdivisions..........................      134,160      13,439          (720)        12,719        146,879
Foreign governments.....................      102,053       6,674            (7)         6,667        108,720
Public utilities........................    1,467,168     100,208        (1,175)        99,033      1,566,201
All other corporate bonds...............    3,803,982     186,502        (1,174)       185,328      3,989,310
Mortgage-backed securities..............    2,789,915     139,056        (3,781)       135,275      2,925,190
                                          -----------  -----------  ------------   ------------   -----------
Total fixed maturities classified as
  available-for-sale....................    8,901,583     507,207        (6,904)       500,303      9,401,886
Marketable equity securities............       10,651       4,906            (5)         4,901         15,552
                                          -----------  -----------  ------------   ------------   -----------
Total investment securities classified
  as available-for-sale.................  $ 8,912,234  $  512,113   $    (6,909)       505,204    $ 9,417,438
                                          -----------  -----------  ------------                  -----------
                                          -----------  -----------  ------------                  -----------
Deferred policy acquisition costs
  valuation allowance...........................................................       (35,349)
Applicable federal income tax...................................................      (164,338)
                                                                                   ------------
Unrealized appreciation of investment
  securities, net of tax, included in
  shareholder's equity..........................................................   $   305,517
                                                                                   ------------
                                                                                   ------------
</TABLE>
 
   A summary of fixed maturities classified as held-to-maturity at December 31,
   1997 follows:
 
<TABLE>
<CAPTION>
                                                          GROSS        GROSS           NET         ESTIMATED
                                           AMORTIZED   UNREALIZED    UNREALIZED     UNREALIZED      MARKET
                                             COST         GAINS        LOSSES          GAIN          VALUE
                                          -----------  -----------  ------------   ------------   -----------
<S>                                       <C>          <C>          <C>            <C>            <C>
United States government and government
  agencies and authorities..............  $   257,881  $   74,238   $   --         $    74,238    $   332,119
States, municipalities and political
  subdivisions..........................      120,345      14,917       --              14,917        135,262
Foreign governments.....................      148,903      40,306       --              40,306        189,209
Public utilities........................      417,519      78,330       --              78,330        495,849
All other corporate bonds...............    1,462,968     208,201          (142)       208,059      1,671,027
Mortgage-backed securities..............      300,942      35,574           (94)        35,480        336,422
                                          -----------  -----------       ------    ------------   -----------
Total fixed maturities classified as
  held-to-maturity......................  $ 2,708,558  $  451,566   $      (236)   $   451,330    $ 3,159,888
                                          -----------  -----------       ------    ------------   -----------
                                          -----------  -----------       ------    ------------   -----------
</TABLE>
 
                                      A-30
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   A summary of fixed maturities and marketable equity securities classified as
   available-for-sale at December 31, 1996 follows:
 
<TABLE>
<CAPTION>
                                                          GROSS        GROSS           NET         ESTIMATED
                                           AMORTIZED   UNREALIZED    UNREALIZED     UNREALIZED      MARKET
                                             COST         GAINS        LOSSES          GAIN          VALUE
                                          -----------  -----------  ------------   ------------   -----------
<S>                                       <C>          <C>          <C>            <C>            <C>
United States government and government
  agencies and authorities..............  $   746,401  $   38,689   $    (1,915)   $    36,774    $   783,175
States, municipalities and political
  subdivisions..........................      131,538      11,192        (1,009)        10,183        141,721
Foreign governments.....................       74,427       4,575            (7)         4,568         78,995
Public utilities........................    1,428,912      72,384        (7,220)        65,164      1,494,076
All other corporate bonds...............    2,707,297     100,673       (15,464)        85,209      2,792,506
Mortgage-backed securities..............    2,509,158      72,485       (18,563)        53,922      2,563,080
                                          -----------  -----------  ------------   ------------   -----------
Total fixed maturities classified as
  available-for-sale....................    7,597,733     299,998       (44,178)       255,820      7,853,553
Marketable equity securities............        9,629       9,518          (245)         9,273         18,902
                                          -----------  -----------  ------------   ------------   -----------
Total investment securities classified
  as available-for-sale.................  $ 7,607,362  $  309,516   $   (44,423)       265,093    $ 7,872,455
                                          -----------  -----------  ------------                  -----------
                                          -----------  -----------  ------------                  -----------
Deferred policy acquisition costs
  valuation allowance...........................................................       (19,040)
Applicable federal income tax...................................................       (86,008)
                                                                                   ------------
Unrealized appreciation of investment
  securities, net of tax, included in
  shareholder's equity..........................................................   $   160,045
                                                                                   ------------
                                                                                   ------------
</TABLE>
 
   A summary of fixed maturities classified as held-to-maturity at December 31,
   1996 follows:
 
<TABLE>
<CAPTION>
                                                             GROSS        GROSS         NET       ESTIMATED
                                              AMORTIZED   UNREALIZED   UNREALIZED   UNREALIZED     MARKET
                                                COST         GAINS       LOSSES        GAIN         VALUE
                                             -----------  -----------  -----------  -----------  -----------
<S>                                          <C>          <C>          <C>          <C>          <C>
United States government and government
  agencies and authorities.................  $   244,686   $  29,559    $    (396)   $  29,163   $   273,849
States, municipalities and political
  subdivisions.............................      103,075       3,797         (664)       3,133       106,208
Foreign governments........................      148,300      24,403       --           24,403       172,703
Public utilities...........................      545,249      48,130       (4,279)      43,851       589,100
All other corporate bonds..................    1,155,146      82,922       (9,495)      73,427     1,228,573
Mortgage-backed securities.................      291,868      13,110       (5,407)       7,703       299,571
                                             -----------  -----------  -----------  -----------  -----------
Total fixed maturities classified as
  held-to-maturity.........................  $ 2,488,324   $ 201,921    $ (20,241)   $ 181,680   $ 2,670,004
                                             -----------  -----------  -----------  -----------  -----------
                                             -----------  -----------  -----------  -----------  -----------
</TABLE>
 
                                      A-31
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   The amortized cost and estimated market value of fixed maturities at December
   31, 1997, 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
                                                        -----------  -----------  -----------  -----------
<S>                                                     <C>          <C>          <C>          <C>
Due in one year or less...............................  $   243,954  $   245,140  $   --       $   --
Due after one year through five years.................    1,886,758    1,959,986            3            4
Due after five years through ten years................    1,268,615    1,320,613       49,128       56,715
Due after ten years...................................    2,712,341    2,950,957    2,358,485    2,766,747
Mortgage-backed securities............................    2,789,915    2,925,190      300,942      336,422
                                                        -----------  -----------  -----------  -----------
    Total.............................................  $ 8,901,583  $ 9,401,886  $ 2,708,558  $ 3,159,888
                                                        -----------  -----------  -----------  -----------
                                                        -----------  -----------  -----------  -----------
</TABLE>
 
   At December 31, 1997 and 1996, the Company held below investment grade fixed
   maturities of $316 million and $242 million at amortized cost, respectively.
   The respective market values of these investments were approximately $329
   million and $239 million. These holdings amounted to 2.6% and 2.3% of the
   Company's investments in fixed maturities at market value at December 31,
   1997 and 1996, respectively.
 
   Certain fixed maturity securities with an amortized cost of $7,543 and $4,648
   at December 31, 1997 and 1996, respectively, were on deposit with various
   regulatory authorities to meet requirements of insurance and financial codes.
 
   At December 31, 1997 and 1996, mortgage loans constituted approximately 4.5%
   and 4.9% 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 39% of the total in California.
   Individual loans generally do not exceed $5 million.
 
   The carrying value of investments in fixed maturities and mortgage loans that
   did not produce income during the year ended December 31, 1997 is less than
   one percent of the total of such investments.
 
   The proceeds from sales of investment securities and related gains and losses
   for 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 1997
                                                      ------------------------------------------------------
                                                      FIXED MATURITIES   FIXED MATURITIES     MARKETABLE
                                                      AVAILABLE-FOR-SALE HELD-TO-MATURITY  EQUITY SECURITIES
                                                      -----------------  ----------------  -----------------
<S>                                                   <C>                <C>               <C>
Proceeds from sales.................................     $   869,091        $   --             $  11,185
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
Gross realized gains on sales.......................     $     5,805        $   --             $   6,832
Gross realized losses on sales......................          (9,410)           --                  (397)
                                                      -----------------       --------          --------
    Realized gains (losses) on sales................          (3,605)           --                 6,435
Other (Including net gain on calls and
  redemptions)......................................           5,074            --                --
Writedowns (Including writedowns on securities
  subsequently sold)................................            (197)           --                --
                                                      -----------------       --------          --------
Total realized gain.................................     $     1,272        $   --             $   6,435
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
</TABLE>
 
                                      A-32
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   The proceeds from sales of investment securities and related gains and losses
   for 1996 are as follows:
 
<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31, 1996
                                                      ------------------------------------------------------
                                                      FIXED MATURITIES   FIXED MATURITIES     MARKETABLE
                                                      AVAILABLE-FOR-SALE HELD-TO-MATURITY  EQUITY SECURITIES
                                                      -----------------  ----------------  -----------------
<S>                                                   <C>                <C>               <C>
Proceeds from sales.................................     $   721,229        $   13,316         $  10,394
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
Gross realized gains on sales.......................     $    19,779        $   --             $   4,847
Gross realized losses on sales......................         (18,837)           (1,328)           --
                                                      -----------------       --------          --------
    Realized gains (losses) on sales................             942            (1,328)            4,847
Other (Including net gain or loss on calls and
  redemptions)......................................          13,687              (141)           --
Writedowns (Including writedowns on securities
  subsequently sold)................................          (5,465)           --                --
                                                      -----------------       --------          --------
Total realized gain (loss)..........................     $     9,164        $   (1,469)        $   4,847
                                                      -----------------       --------          --------
                                                      -----------------       --------          --------
</TABLE>
 
   Two fixed maturities classified as held-to-maturity were sold during 1996 due
   to evidence of a significant deterioration in credit quality. The amortized
   cost of these securities was $14,644, and the losses realized on these sales
   were $1,328.
 
   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 SECURITIES
                                                      -----------------  ----------------  -----------------
<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>
 
                                      A-33
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3 (continued)
   The following summarizes the realized gain before federal income taxes and
   the net change in unrealized appreciation:
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                         ----------------------------------
                                                                            1997        1996        1995
                                                                         ----------  ----------  ----------
 
<S>                                                                      <C>         <C>         <C>
Realized gains (losses):
  Fixed maturities.....................................................  $    1,272  $    7,695  $    6,235
  Marketable equity securities.........................................       6,435       4,847         971
  First mortgage loans on real estate..................................        (900)     (2,050)     (1,600)
  Real estate..........................................................      --            (114)         70
  Investment in limited partnerships...................................      --              61      --
                                                                         ----------  ----------  ----------
    Realized gain before federal income taxes..........................  $    6,807  $   10,439  $    5,676
                                                                         ----------  ----------  ----------
                                                                         ----------  ----------  ----------
 
<CAPTION>
 
                                                                               YEAR ENDED DECEMBER 31
                                                                         ----------------------------------
                                                                            1997        1996        1995
                                                                         ----------  ----------  ----------
<S>                                                                      <C>         <C>         <C>
Increase (decrease) in unrealized appreciation of:
  Fixed maturities classified as available-for-sale....................  $  244,483  $ (268,956) $  726,046
  Marketable equity securities.........................................      (4,372)     (1,599)      3,971
  Deferred policy acquisition costs valuation allowance................     (16,309)     23,775     (42,815)
  Applicable federal income tax........................................     (78,330)     86,373    (240,521)
                                                                         ----------  ----------  ----------
  Net change in unrealized appreciation................................  $  145,472  $ (160,407) $  446,681
                                                                         ----------  ----------  ----------
                                                                         ----------  ----------  ----------
</TABLE>
 
   The following table summarizes the Company's allowance for credit losses on
   non-affiliated mortgage loans:
 
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED DECEMBER
                                                                                                  31
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
Allowance at beginning of year.........................................................  $  10,943  $   9,633
 
Provision for credit losses............................................................        900      2,050
 
Loans charged off as uncollectible.....................................................       (234)      (740)
                                                                                         ---------  ---------
 
Allowance at end of year...............................................................  $  11,609  $  10,943
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</TABLE>
 
   The 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 $3.3 and $3.2 million at December 31, 1997 and 1996, respectively.
   A specific loan loss reserve has been established for each impaired loan, the
   total of which is $550 and $835 and is included in the overall allowance of
   $11.6 and $10.9 million at December 31, 1997 and 1996, respectively.
 
4.  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 were $2,401 at December 31, 1997. At
   December 31, 1997, unfunded mortgage loan commitments approximated $5,785.
   The Company had no other material commitments or contingencies at December
   31, 1997.
 
                                      A-34
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
5.  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.
 
   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>
                                                                 1997                        1996
                                                     ----------------------------  ------------------------
                                                       CARRYING       ESTIMATED     CARRYING     ESTIMATED
                                                        AMOUNT       FAIR VALUE      AMOUNT     FAIR VALUE
                                                     -------------  -------------  -----------  -----------
 
<S>                                                  <C>            <C>            <C>          <C>
Financial assets:
 
  Fixed maturities available-for-sale..............  $   9,401,886  $   9,401,886  $ 7,853,553  $ 7,853,553
 
  Fixed maturities held-to-maturity................      2,708,558      3,159,888    2,488,324    2,670,004
 
  Marketable equity securities.....................         15,552         15,552       18,902       18,902
 
  Mortgage loans...................................        651,158        677,000      588,339      596,000
 
Financial liabilities:
 
  Funds held under deposit contracts...............     11,539,473     12,021,000    9,792,730    9,935,000
</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 $3.3 billion and $2.9 billion, at market
   values, at December 31, 1997 and 1996, 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, more volatile type (e.g., interest only, inverse
   floaters, etc.) has been intentionally limited to only a small amount (i.e.,
   less than 1.5% and 1% of total CMOs at December 31, 1997 and 1996,
   respectively).
 
   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 call options, interest rate swaps on bond investments,
   currency-linked bonds and fixed-rate loan commitments. Individually, and in
   the aggregate, the notional amounts and fair values of these derivatives are
   not material and thus no additional disclosures are warranted.
 
                                      A-35
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
6.  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
                                                                                         --------------------
                                                                                           1997       1996
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
Unpaid losses and adjustment expense...................................................  $     906  $     136
 
Paid claims............................................................................        770        957
 
Life policy liabilities................................................................     26,756     23,784
 
Other reinsurance recoverables.........................................................         83        327
                                                                                         ---------  ---------
 
        Total reinsurance recoverables.................................................  $  28,515  $  25,204
                                                                                         ---------  ---------
                                                                                         ---------  ---------
</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
                                                                            -------------------------------
                                                                              1997       1996       1995
                                                                            ---------  ---------  ---------
 
<S>                                                                         <C>        <C>        <C>
Reinsurance Ceded:
 
  Premiums................................................................  $ (13,305) $ (13,679) $ (10,385)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
 
  Policy benefits.........................................................  $  (7,853) $  (4,039) $  (6,344)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
 
Reinsurance Assumed:
 
  Premiums................................................................  $     180  $     175  $  (5,456)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
 
  Policy benefits.........................................................  $   2,902  $   2,500  $  (2,503)
                                                                            ---------  ---------  ---------
                                                                            ---------  ---------  ---------
</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.
 
7.  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.
 
                                      A-36
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 7 (continued)
   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. The net
   income reported in the Statement of Consolidated Income does not include the
   net income of either WM Life Insurance Company or Empire Life Insurance
   Company, as their acquisition was effective December 31, 1997.
 
   Statutory net income and shareholder's equity, by company, are as follows:
<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31
                                                                           ----------------------------------
                                                                              1997        1996        1995
                                                                           ----------  ----------  ----------
 
<S>                                                                        <C>         <C>         <C>
Statutory Net Income:
 
  SAFECO Life Insurance Company..........................................  $   95,012  $   95,676  $  101,456
 
  SAFECO National Life Insurance Company.................................       1,322       1,249       1,187
 
  First SAFECO National Life Insurance Company
    of New York..........................................................         314         318         404
                                                                           ----------  ----------  ----------
 
        Total............................................................  $   96,648  $   97,243  $  103,047
                                                                           ----------  ----------  ----------
                                                                           ----------  ----------  ----------
 
<CAPTION>
 
                                                                                      DECEMBER 31
                                                                           ----------------------------------
                                                                              1997        1996        1995
                                                                           ----------  ----------  ----------
<S>                                                                        <C>         <C>         <C>
 
Statutory Stockholder's Equity:
 
  SAFECO Life Insurance Company and Subsidiaries.........................  $  672,230  $  587,658  $  504,683
                                                                           ----------  ----------  ----------
                                                                           ----------  ----------  ----------
</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, 1997.
 
8.  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. Under insurance regulations of the state of Washington,
   the 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 $94,672 at December 31,
   1997.
 
9.  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 $7,531, $7,901 and
   $7,599 for the years ended December 31, 1997, 1996 and 1995, respectively.
 
                                      A-37
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 9 (continued)
 
    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. The Company accrues for these costs during the years that
    employees provide services, pursuant to FASB Statement 106. Net periodic
    other postretirement benefit costs for the Company were $392, $474 and $282
    in 1997, 1996 and 1995, respectively.
 
    The following table summarizes the Company's allocated share of the funded
    status of the plan:
 
<TABLE>
<CAPTION>
                                                                                     DECEMBER 31
                                                                                 --------------------
                                                                                   1997       1996
                                                                                 ---------  ---------
<S>                                                                              <C>        <C>
Total accumulated postretirement benefit obligation (APBO).....................  $   4,709  $   3,765
 
Less: plan assets at fair value................................................        172        133
                                                                                 ---------  ---------
 
APBO in excess of plan assets..................................................      4,537      3,632
 
Unrecognized gain..............................................................        631      1,283
                                                                                 ---------  ---------
 
Accrued postretirement benefit cost recorded on the balance sheet..............  $   5,168  $   4,915
                                                                                 ---------  ---------
                                                                                 ---------  ---------
</TABLE>
 
    Discount rate assumptions of 7.375%, 7.75% and 7.5% were used at December
    31, 1997, 1996 and 1995, respectively. The accumulated postretirement
    benefit obligation at December 31, 1997 was determined using a healthcare
    cost trend rate of 10% for 1998, declining by 1% per year, starting in 1999,
    to 6% and remaining at that level thereafter. 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, 1997 by $626 and the annual net periodic other postretirement
    benefit cost for the year then ended by $68.
 
10. INCOME TAXES
 
   The Company uses the liability method of accounting for income taxes pursuant
   to FASB Statement 109, "Accounting for Income Taxes." 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
                                                                       -------------------------------
                                                                         1997       1996       1995
                                                                       ---------  ---------  ---------
<S>                                                                    <C>        <C>        <C>
Computed "expected" tax expense......................................  $  51,669  $  50,751  $  48,631
Dividends received deduction.........................................        (49)       (24)       (44)
Tax exempt interest..................................................         (4)        (6)        (7)
Other................................................................     (1,600)       225       (550)
                                                                       ---------  ---------  ---------
        Income tax expense...........................................  $  50,016  $  50,946  $  48,030
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
Percent of income tax expense to income before tax...................       33.9%      35.1%      34.6%
                                                                       ---------  ---------  ---------
                                                                       ---------  ---------  ---------
</TABLE>
 
                                      A-38
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 10 (continued)
   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
                                                                              --------------------
                                                                                1997       1996
                                                                              ---------  ---------
 
<S>                                                                           <C>        <C>
Deferred tax assets:
 
  Discounted loss and adjustment expense reserves...........................  $      77  $   1,359
 
  Uncollected premium adjustment............................................      2,607      2,270
 
  Adjustment to life policy liabilities.....................................     51,176     34,773
 
  Capitalization of policy acquisition costs................................     40,354     33,393
 
  Postretirement benefits...................................................      1,809      1,720
 
  Realized capital losses...................................................      3,534      5,887
 
  Guarantee fund assessments................................................      4,163      3,518
 
  Other.....................................................................      2,031      1,630
                                                                              ---------  ---------
 
        Total deferred tax assets...........................................    105,751     84,550
                                                                              ---------  ---------
 
Deferred tax liabilities:
 
  Deferred policy acquisition costs.........................................     96,317     90,826
 
  Present value of future profits...........................................      3,084     --
 
  Bond discount accrual.....................................................     19,631      9,525
 
  Unrealized appreciation of investment securities (Net of deferred policy
    acquisition costs valuation allowance: 1997-$12,372; 1996-$6,664).......    164,449     86,120
 
  Other.....................................................................      1,566      1,727
                                                                              ---------  ---------
 
        Total deferred tax liabilities......................................    285,047    188,198
                                                                              ---------  ---------
 
        Net deferred tax liability..........................................  $ 179,296  $ 103,648
                                                                              ---------  ---------
                                                                              ---------  ---------
</TABLE>
 
   The following table reconciles the deferred tax benefit in the Statement of
   Income to the change in the deferred tax liability in the balance sheet for
   the year ended December 31:
 
<TABLE>
<CAPTION>
                                                                       1997       1996       1995
                                                                     ---------  ---------  ---------
 
<S>                                                                  <C>        <C>        <C>
Deferred tax benefit...............................................  $  (4,689) $  (6,471) $ (13,800)
 
Net deferred tax liability acquired in acquisitions................      2,008     --         --
 
Deferred tax changes reported in shareholder's equity:
 
  Increase (decrease) in liability related to unrealized
    appreciation or depreciation of investment securities..........     84,037    (94,694)   255,506
 
  Increase (decrease) in liability related to deferred policy
    acquisition costs valuation allowance..........................     (5,708)     8,321    (14,985)
                                                                     ---------  ---------  ---------
 
Increase (decrease) in net deferred tax liability..................  $  75,648  $ (92,844) $ 226,721
                                                                     ---------  ---------  ---------
                                                                     ---------  ---------  ---------
</TABLE>
 
                                      A-39
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
11. SEGMENT DATA
 
   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.
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31, 1997
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
Revenue:
  Premiums and Other (Including $29,169 of financial services
    revenue received from affiliates).............................  $    56,649  $   205,697  $     262,346
  Identifiable Investment Income..................................      564,917      263,240        828,157
  Investment Income Allocated.....................................       54,188       25,571         79,759
  Identifiable Realized Gain (Loss) from Investments..............         (789)       1,400            611
  Realized Gain from Investments Allocated........................        4,213        1,983          6,196
                                                                    -----------  -----------  -------------
        Total Revenue.............................................  $   679,178  $   497,891  $   1,177,069
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Amortization of Deferred Policy Acquisition Costs.................  $    16,249  $    20,697  $      36,946
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Income Before Income Taxes........................................  $    80,110  $    67,515  $     147,625
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
<CAPTION>
 
                                                                               DECEMBER 31, 1997
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
Identifiable Assets:
  Deferred Policy Acquisition Costs...............................  $   166,447  $    73,396  $     239,843
  Policy Loans....................................................       32,091       28,158         60,249
  Invested Assets.................................................    8,378,819    3,412,049     11,790,868
  Other...........................................................      627,490      834,628      1,462,118
Invested Assets Allocated.........................................      710,485      335,825      1,046,310
Other Assets Allocated............................................       15,543        7,526         23,069
                                                                    -----------  -----------  -------------
        Total Assets..............................................  $ 9,930,875  $ 4,691,582  $  14,622,457
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31, 1996
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<S>                                                                 <C>          <C>          <C>
Revenue:
  Premiums and Other (Including $35,477 of financial services
    revenue received from affiliates).............................  $    48,964  $   204,069  $     253,033
  Identifiable Investment Income..................................      506,628      256,939        763,567
  Investment Income Allocated.....................................       48,157       24,314         72,471
  Identifiable Realized Gain from Investments.....................        2,636        2,884          5,520
  Realized Gain from Investments Allocated........................        3,271        1,648          4,919
                                                                    -----------  -----------  -------------
        Total Revenue.............................................  $   609,656  $   489,854  $   1,099,510
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Amortization of Deferred Policy Acquisition Costs.................  $    13,756  $    21,896  $      35,652
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
Income Before Income Taxes........................................  $    81,849  $    63,153  $     145,002
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
 
                                      A-40
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 11 (continued)
<TABLE>
<CAPTION>
                                                                               DECEMBER 31, 1996
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
 
Identifiable Assets:
<S>                                                                 <C>          <C>          <C>
 
  Deferred Policy Acquisition Costs...............................  $   163,802  $    76,662  $     240,464
 
  Policy Loans....................................................       30,774       27,379         58,153
 
  Invested Assets.................................................    6,660,938    3,298,105      9,959,043
 
  Other...........................................................      163,855      533,823        697,678
 
Invested Assets Allocated.........................................      707,269      357,068      1,064,337
 
Other Assets Allocated............................................       18,288        9,247         27,535
                                                                    -----------  -----------  -------------
 
        Total Assets..............................................  $ 7,744,926  $ 4,302,284  $  12,047,210
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31, 1995
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
 
<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
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
Amortization of Deferred Policy Acquisition Costs.................  $    12,222  $    20,154  $      32,376
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
Income Before Income Taxes........................................  $    84,956  $    53,990  $     138,946
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
 
<CAPTION>
 
                                                                               DECEMBER 31, 1995
                                                                    ---------------------------------------
                                                                     FINANCIAL    EMPLOYEE
                                                                     SERVICES     BENEFITS        TOTAL
                                                                    -----------  -----------  -------------
<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
                                                                    -----------  -----------  -------------
                                                                    -----------  -----------  -------------
</TABLE>
 
                                      A-41
<PAGE>
SAFECO LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
12. IMPACT OF YEAR 2000 (UNAUDITED)
 
   Some of the Company's older computer programs were written using two digits
   rather than four to define the applicable year. As a result, those computer
   programs have time sensitive software that recognize a date using "00" as the
   year 1900 rather than the year 2000. This is commonly called the "Year 2000
   problem." The Company has completed its assessment and has been modifying and
   replacing portions of its software so that its computer systems will function
   properly with respect to dates in the year 2000 and thereafter. The Year 2000
   compliance cost for the Company is estimated at approximately $1,050, and as
   of December 31, 1997, the Company has incurred and expensed approximately
   $570. Based on the current progress and continuing modifications, the Company
   believes that it will be Year 2000 compliant and that the Year 2000 problem
   will not pose significant operational problems for its computer systems.
 
                                      A-42
<PAGE>
HYPOTHETICAL ILLUSTRATIONS
- -------------------------------------------------------------------
 
OF DEATH BENEFITS, POLICY ACCOUNT, CASH SURRENDER VALUES, AND ACCUMULATED
PREMIUMS
 
The following tables have been prepared to show how the key financial elements
of the Policy work. The tables show how death benefits, Policy Account and Cash
Surrender Values (policy benefits) could vary over an extended period of time if
the Investment Division of the Separate Account had constant hypothetical gross
annual investment returns of 0%, 6% or 12% over the years covered by each table.
The policy benefits will differ from those shown in the tables if the annual
investment returns are not absolutely constant. That is, the figures will be
different if the returns averaged 0%, 6% or 12% over a period of years, but went
above or below those figures in individual Policy Years. The Policy benefits
will also differ, depending on the premium allocations to each Investment
Division, if the overall actual rates of return averaged 0%, 6% or 12%, but went
above or below those figures for the individual Investment Divisions. The tables
are for preferred and standard risk male non-smokers. Planned premium payments
are assumed to be paid at the beginning of each Policy Year. The difference
between the Policy Account and the Cash Surrender Value in the first ten years
is the surrender charge. The Policy Account amounts reflect the front-end
charges.
 
The tables illustrate cost of insurance and expense charges (Policy cost
factors) at both the current rates and the maximum rates guaranteed in the
Policies. The amounts shown at the end of each Policy Year reflect a daily
charge against the Investment Divisions. This charge includes a .70% charge
against the Separate Account for mortality and expense risks; the effect on each
Division's investment experience of the charge to Funds' assets for investment
management (0.68%, an average of the 1997 actual investment management fees
charged to the various Portfolios of the Funds); and 0.14% direct Funds'
operating expenses. The effect of these adjustments is that on a 0% gross rate
of return the net rate of return would be -1.52%, on 6% it would be 4.48%, and
on 12% it would be 10.48%.
 
The tables assume deduction of an applicable premium tax rate based on 2.1% of
premiums. There are tables for both male preferred non-smoker age 45 and male
standard non-smoker age 45 and each class is illustrated using CURRENT and
GUARANTEED Policy cost factors. The current tables assume that the monthly
charge remains constant at $5.00. The guaranteed tables assume that the monthly
charge remains constant at $8.00. The tables reflect the fact that SAFECO does
not currently make any charge for federal taxes.
 
If SAFECO charged for those taxes in the future, it will take a higher rate of
return to produce after-tax returns of 0%, 6% or 12%.
 
The second column of each table shows what would happen if an amount equal to
the premiums was invested to earn interest, after taxes, of 5% compounded
annually. These tables show that if a policy is returned in its very early years
for payment of its Cash Surrender Value, that Cash Surrender Value will be low
in comparison to the amount of the premiums accumulated with interest. Thus, the
cost of holding a Policy for a relatively short time will be high.
 
INDIVIDUAL ILLUSTRATIONS.  If requested, SAFECO will furnish a comparable
illustration based on the age, sex and underwriting classification of the
proposed Primary Insured, and an initial Face Amount of Insurance and planned
premiums as selected. If a Policy is purchased, SAFECO will deliver an
individualized illustration reflecting the planned premium chosen and the
Primary Insured's actual risk class.
 
                                      B-1
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>
Initial Face Amount:            $250,000
Death Benefit Option:                  A
Death Benefits Payable to
 Age:                                 95
Annual Planned Premium(1):     $4,000.00
Issue Age:                            45
Premiums Payable to Age:              95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      RESULTS ASSUMING CURRENT CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
<TABLE>
<CAPTION>
                                             0.00%                                     6.00%
                            ---------------------------------------   ---------------------------------------
                 ACCUM                      POLICY         CASH                       POLICY         CASH
  END OF      PREMIUM (5%      DEATH        ACCOUNT      SURRENDER       DEATH        ACCOUNT      SURRENDER
POLICY YEAR      INT)         BENEFIT        VALUE         VALUE        BENEFIT        VALUE         VALUE
 
<S>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
          1        4,200       250,000         2,902         1,702       250,000         3,160         1,906
 
          2        8,610       250,000         5,904         4,344       250,000         6,501         4,941
 
          3       13,241       250,000         8,795         6,875       250,000         9,982         8,062
 
          4       18,103       250,000        11,603         9,458       250,000        13,582        11,437
 
          5       23,208       250,000        14,351        12,206       250,000        17,329        15,184
 
          6       28,568       250,000        17,045        14,900       250,000        21,236        19,091
 
          7       34,196       250,000        19,665        17,949       250,000        25,289        23,573
 
          8       40,106       250,000        22,214        20,927       250,000        29,500        28,213
 
          9       46,312       250,000        24,698        23,840       250,000        33,881        33,023
 
         10       52,827       250,000        27,121        26,692       250,000        38,445        38,016
 
         11       59,669       250,000        29,413        29,413       250,000        43,132        43,132
 
         12       66,852       250,000        31,556        31,556       250,000        47,934        47,934
 
         13       74,395       250,000        33,546        33,546       250,000        52,853        52,853
 
         14       82,314       250,000        35,367        35,367       250,000        57,884        57,884
 
         15       90,630       250,000        37,005        37,005       250,000        63,025        63,025
 
         16       99,361       250,000        38,499        38,449       250,000        68,273        68,273
 
         17      108,530       250,000        39,690        39,690       250,000        73,635        73,635
 
         18      118,156       250,000        40,721        40,721       250,000        79,116        79,116
 
         19      128,264       250,000        41,524        41,524       250,000        84,720        84,720
 
         20      138,877       250,000        42,082        42,082       250,000        90,448        90,448
 
     Age 75      297,195       250,000        18,886        18,886       250,000       161,309       161,309
 
<CAPTION>
                             12.00%
             ---------------------------------------
                             POLICY         CASH
  END OF        DEATH        ACCOUNT      SURRENDER
POLICY YEAR    BENEFIT        VALUE         VALUE
<S>          <C>           <C>           <C>
          1     250,000         3,310         2,110
          2     250,000         7,123         5,563
          3     250,000        11,270         9,350
          4     250,000        15,817        13,672
          5     250,000        20,829        18,684
          6     250,000        26,365        24,220
          7     250,000        32,460        30,744
          8     250,000        39,180        37,893
          9     250,000        46,599        45,741
         10     250,000        54,800        54,371
         11     250,000        63,804        63,804
         12     250,000        73,693        73,693
         13     250,000        84,568        84,568
         14     250,000        96,539        96,539
         15     250,000       109,735       109,735
         16     250,000       124,303       124,303
         17     250,000       140,424       140,424
         18     250,000       158,300       158,300
         19     250,000       178,166       178,166
         20     250,000       200,294       200,294
     Age 75     692,076       659,120       659,120
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      B-2
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>
Initial Face Amount:            $250,000
Death Benefit Option:                  A
Death Benefits Payable to
 Age:                                 95
Annual Planned Premium(1):     $4,000.00
Issue Age:                            45
Premiums Payable to Age:              95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     RESULTS ASSUMING GUARANTEED CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
<TABLE>
<CAPTION>
                                           0.00%                                     6.00%
                          ---------------------------------------   ---------------------------------------
  END OF       ACCUM                      POLICY         CASH                       POLICY         CASH
  POLICY    PREMIUM (5%      DEATH        ACCOUNT      SURRENDER       DEATH        ACCOUNT      SURRENDER
   YEAR        INT)         BENEFIT        VALUE         VALUE        BENEFIT        VALUE         VALUE
 
<S>         <C>           <C>           <C>           <C>           <C>           <C>           <C>
         1       4,200       250,000         2,678         1,478       250,000         2,875         1,675
 
         2       8,610       250,000         5,498         3,938       250,000         6,069         4,509
 
         3      13,241       250,000         8,215         6,295       250,000         9,344         7,424
 
         4      18,103       250,000        10,818         8,673       250,000        12,696        10,551
 
         5      23,208       250,000        13,309        11,164       250,000        16,127        13,982
 
         6      28,568       250,000        15,675        13,530       250,000        19,629        17,484
 
         7      34,196       250,000        17,911        16,195       250,000        23,198        21,482
 
         8      40,106       250,000        20,002        18,715       250,000        26,824        25,537
 
         9      46,312       250,000        21,932        21,074       250,000        30,496        29,638
 
        10      52,827       250,000        23,691        23,262       250,000        34,204        33,775
 
        11      59,669       250,000        25,262        25,262       250,000        37,937        37,937
 
        12      66,852       250,000        26,637        26,637       250,000        41,690        41,690
 
        13      74,395       250,000        27,805        27,805       250,000        45,458        45,458
 
        14      82,314       250,000        28,752        28,752       250,000        49,231        49,231
 
        15      90,630       250,000        29,446        29,446       250,000        52,985        52,985
 
        16      99,361       250,000        29,866        29,866       250,000        56,707        56,707
 
        17     108,530       250,000        29,983        29,983       250,000        60,376        60,376
 
        18     118,156       250,000        29,747        29,747       250,000        63,956        63,956
 
        19     128,264       250,000        29,109        29,109       250,000        67,413        67,413
 
        20     138,877       250,000        28,028        28,028       250,000        70,718        70,718
 
    Age 75     297,195                                                 250,000        81,200        81,200
 
<CAPTION>
                            12.00%
            ---------------------------------------
  END OF                    POLICY         CASH
  POLICY       DEATH        ACCOUNT      SURRENDER
   YEAR       BENEFIT        VALUE         VALUE
<S>         <C>           <C>           <C>
         1     250,000         3,072         1,872
         2     250,000         6,664         5,104
         3     250,000        10,571         8,651
         4     250,000        14,818        12,673
         5     250,000        19,443        17,298
         6     250,000        24,477        22,332
         7     250,000        29,957        28,241
         8     250,000        35,922        34,635
         9     250,000        42,416        41,558
        10     250,000        49,489        49,060
        11     250,000        57,201        57,201
        12     250,000        65,626        65,626
        13     250,000        74,849        74,849
        14     250,000        84,964        84,964
        15     250,000        96,072        96,072
        16     250,000       108,300       108,300
        17     250,000       121,793       121,793
        18     250,000       136,716       136,716
        19     250,000       153,272       153,272
        20     250,000       171,714       171,714
    Age 75     591,345       563,186       563,186
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      B-3
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              STANDARD NON-SMOKER
 
<TABLE>
<S>                            <C>
Initial Face Amount:            $250,000
Death Benefit Option:                  A
Death Benefits Payable to
 Age:                                 95
Annual Planned Premium(1):     $4,000.00
Issue Age:                            45
Premiums Payable to Age:              95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      RESULTS ASSUMING CURRENT CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
<TABLE>
<CAPTION>
                                             0.00%                                     6.00%
                            ---------------------------------------   ---------------------------------------
                 ACCUM                      POLICY         CASH                       POLICY         CASH
  END OF      PREMIUM (5%      DEATH        ACCOUNT      SURRENDER       DEATH        ACCOUNT      SURRENDER
POLICY YEAR      INT)         BENEFIT        VALUE         VALUE        BENEFIT        VALUE         VALUE
 
<S>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
          1        4,200       250,000         2,725         1,525       250,000         2,924         1,724
 
          2        8,610       250,000         5,581         4,021       250,000         6,157         4,597
 
          3       13,241       250,000         8,332         6,412       250,000         9,474         7,554
 
          4       18,103       250,000        10,993         8,848       250,000        12,892        10,747
 
          5       23,208       250,000        13,605        11,460       250,000        16,459        14,314
 
          6       28,568       250,000        16,171        14,026       250,000        20,185        18,040
 
          7       34,196       250,000        18,671        16,955       250,000        24,055        22,339
 
          8       40,106       250,000        21,112        19,825       250,000        28,085        26,798
 
          9       46,312       250,000        23,495        22,637       250,000        32,284        31,426
 
         10       52,827       250,000        25,821        25,392       250,000        36,660        36,231
 
         11       59,669       250,000        28,021        28,021       250,000        41,155        41,155
 
         12       66,852       250,000        30,060        30,060       250,000        45,744        45,744
 
         13       74,395       250,000        31,931        31,931       250,000        50,425        50,425
 
         14       82,314       250,000        33,622        33,622       250,000        55,195        55,195
 
         15       90,630       250,000        35,118        35,118       250,000        60,050        60,050
 
         16       99,361       250,000        36,404        36,404       250,000        64,984        64,984
 
         17      108,530       250,000        37,478        37,478       250,000        70,008        70,008
 
         18      118,156       250,000        38,324        38,324       250,000        75,118        75,118
 
         19      128,264       250,000        38,928        38,928       250,000        80,319        80,319
 
         20      138,877       250,000        39,273        39,273       250,000        85,611        85,611
 
     Age 75      297,195       250,000        12,337        12,337       250,000       148,025       148,025
 
<CAPTION>
                             12.00%
             ---------------------------------------
                             POLICY         CASH
  END OF        DEATH        ACCOUNT      SURRENDER
POLICY YEAR    BENEFIT        VALUE         VALUE
<S>          <C>           <C>           <C>
          1     250,000         3,123         1,923
          2     250,000         6,758         5,198
          3     250,000        10,714         8,794
          4     250,000        15,039        12,894
          5     250,000        19,817        17,672
          6     250,000        25,101        22,956
          7     250,000        30,927        29,211
          8     250,000        37,360        36,073
          9     250,000        44,469        43,611
         10     250,000        52,331        51,902
         11     250,000        60,966        60,966
         12     250,000        70,436        70,436
         13     250,000        80,835        80,835
         14     250,000        92,271        92,271
         15     250,000       104,866       104,866
         16     250,000       118,761       118,761
         17     250,000       134,132       134,132
         18     250,000       151,170       151,170
         19     250,000       170,103       170,103
         20     250,000       191,196       191,196
     Age 75     662,966       631,396       631,396
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      B-4
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              STANDARD NON-SMOKER
 
<TABLE>
<S>                            <C>
Initial Face Amount:            $250,000
Death Benefit Option:                  A
Death Benefits Payable to
 Age:                                 95
Annual Planned Premium(1):     $4,000.00
Issue Age:                            45
Premiums Payable to Age:              95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     RESULTS ASSUMING GUARANTEED CHARGES(2)
            Assuming Hypothetical Gross Annual Investment Return of:
<TABLE>
<CAPTION>
                                           0.00%                                     6.00%
                          ---------------------------------------   ---------------------------------------
  END OF       ACCUM                      POLICY         CASH                       POLICY         CASH
  POLICY    PREMIUM (5%      DEATH        ACCOUNT      SURRENDER       DEATH        ACCOUNT      SURRENDER
   YEAR        INT)         BENEFIT        VALUE         VALUE        BENEFIT        VALUE         VALUE
 
<S>         <C>           <C>           <C>           <C>           <C>           <C>           <C>
         1       4,200       250,000         2,678         1,478       250,000         2,875         1,675
 
         2       8,610       250,000         5,498         3,938       250,000         6,069         4,509
 
         3      13,241       250,000         8,215         6,295       250,000         9,344         7,424
 
         4      18,103       250,000        10,818         8,673       250,000        12,696        10,551
 
         5      23,208       250,000        13,309        11,164       250,000        16,127        13,982
 
         6      28,568       250,000        15,675        13,530       250,000        19,629        17,484
 
         7      34,196       250,000        17,911        16,195       250,000        23,198        21,482
 
         8      40,106       250,000        20,002        18,715       250,000        26,824        25,537
 
         9      46,312       250,000        21,932        21,074       250,000        30,496        29,638
 
        10      52,827       250,000        23,691        23,262       250,000        34,204        33,775
 
        11      59,669       250,000        25,262        25,262       250,000        37,937        37,937
 
        12      66,852       250,000        26,637        26,637       250,000        41,690        41,690
 
        13      74,395       250,000        27,805        27,805       250,000        45,458        45,458
 
        14      82,314       250,000        28,752        28,752       250,000        49,231        49,231
 
        15      90,630       250,000        29,446        29,446       250,000        52,985        52,985
 
        16      99,361       250,000        29,866        29,866       250,000        56,707        56,707
 
        17     108,530       250,000        29,983        29,983       250,000        60,376        60,376
 
        18     118,156       250,000        29,747        29,747       250,000        63,956        63,956
 
        19     128,264       250,000        29,109        29,109       250,000        67,413        67,413
 
        20     138,877       250,000        28,028        28,028       250,000        70,718        70,718
 
    Age 75     297,195                                                 250,000        81,200        81,200
 
<CAPTION>
                            12.00%
            ---------------------------------------
  END OF                    POLICY         CASH
  POLICY       DEATH        ACCOUNT      SURRENDER
   YEAR       BENEFIT        VALUE         VALUE
<S>         <C>           <C>           <C>
         1     250,000         3,072         1,872
         2     250,000         6,664         5,104
         3     250,000        10,571         8,651
         4     250,000        14,818        12,673
         5     250,000        19,443        17,298
         6     250,000        24,477        22,332
         7     250,000        29,957        28,241
         8     250,000        35,922        34,635
         9     250,000        42,416        41,558
        10     250,000        49,489        49,060
        11     250,000        57,201        57,201
        12     250,000        65,626        65,626
        13     250,000        74,849        74,849
        14     250,000        84,964        84,964
        15     250,000        96,072        96,072
        16     250,000       108,300       108,300
        17     250,000       121,793       121,793
        18     250,000       136,716       136,716
        19     250,000       153,272       153,272
        20     250,000       171,714       171,714
    Age 75     591,345       563,186       563,186
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
(2)  Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.
 
THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT RATES
OF RETURN FOR THE FUNDS' PORTFOLIOS. THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL INVESTMENT RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION CAN
BE MADE BY SAFECO OR THE FUNDS THAT THIS ASSUMED INVESTMENT RATE OF RETURN CAN
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
 
                                      B-5
<PAGE>
ILLUSTRATIONS
- -------------------------------------------------------------------
 
OF VARIATION IN DEATH BENEFIT, POLICY ACCOUNT AND CASH SURRENDER
VALUES IN RELATION TO THE FUNDS' INVESTMENT EXPERIENCE
 
In order to demonstrate how actual investment experience of the Funds affected
the Death Benefits, Policy Account and Cash Surrender Values (policy benefits)
of a Policy, the following hypothetical illustrations were developed and are
based upon the actual experience of the Portfolios of the Funds. These
illustrations assume that the Separate Account acquired an interest in the
Portfolios at their inception.
 
These tables illustrate cost of insurance and expense charges (Policy cost
factors) at both the current rates and the maximum rates guaranteed in the
Policies. The amounts shown at the end of each Policy Year reflect a daily
charge against the Investment Divisions. This charge includes a .70% charge
against the Separate Account for mortality and expense risks, the effect on each
Division's actual investment experience of the investment management fees and
direct operating expenses. These tables also assume deduction of a premium tax
rate based on 2.1% of premiums. The tables are for preferred risk male
non-smoker age 45. Planned premium payments are assumed to be paid at the
beginning of each Policy Year.
 
                                      C-1
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>        <C>                          <C>
Initial Face Amount:            $250,000  Annual Planned Premium(1):   $4,000.00
Death Benefit Option:                  A  Issue Age:                          45
Death Benefits Payable to
Age:                                  95  Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP MONEY MARKET DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1983           250,000        3,241          2,041        250,000        3,005          1,805
           1984           250,000        6,995          5,435        250,000        6,538          4,978
           1985           250,000       10,807          8,887        250,000       10,125          8,205
           1986           250,000       14,665         12,520        250,000       13,719         11,574
           1987           250,000       18,694         16,549        250,000       17,415         15,270
           1988           250,000       23,157         21,441        250,000       21,439         19,723
           1989           250,000       28,353         27,066        250,000       26,072         24,785
           1990           250,000       33,626         32,768        250,000       30,683         29,825
           1991           250,000       38,548         38,119        250,000       34,863         34,434
           1992           250,000       42,804         42,804        250,000       38,313         38,313
           1993           250,000       46,807         46,807        250,000       41,458         41,458
           1994           250,000       51,329         51,329        250,000       44,987         44,987
           1995           250,000       56,798         56,798        250,000       49,268         49,268
           1996           250,000       62,174         62,174        250,000       53,373         53,373
           1997           250,000       67,757         67,757        250,000       57,552         57,552
</TABLE>
 
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP HIGH INCOME DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1986           250,000        3,532          2,332        250,000        3,286          2,086
           1987           250,000        6,669          5,109        250,000        6,233          4,673
           1988           250,000       10,813          8,893        250,000       10,135          8,215
           1989           250,000       13,122         10,977        250,000       12,266         10,121
           1990           250,000       15,620         13,475        250,000       14,521         12,376
           1991           250,000       25,150         23,434        250,000       23,270         21,554
           1992           250,000       34,545         33,258        250,000       31,800         30,513
           1993           250,000       45,001         44,143        250,000       41,205         40,347
           1994           250,000       46,840         46,411        250,000       42,591         42,162
           1995           250,000       59,870         59,870        250,000       54,056         54,056
           1996           250,000       71,241         71,241        250,000       63,921         63,921
           1997           250,000       86,811         86,811        250,000       77,479         77,479
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-2
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>        <C>                          <C>
Initial Face Amount:            $250,000  Annual Planned Premium(1):   $4,000.00
Death Benefit Option:                  A  Issue Age:                          45
Death Benefits Payable to
Age:                                  95  Premiums Payable to Age:            95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     FIDELITY'S VIP EQUITY-INCOME DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1987           250,000        2,891          1,691        250,000        2,667          1,467
           1988           250,000        7,395          5,835        250,000        6,912          5,352
           1989           250,000       12,241         10,321        250,000       11,478          9,558
           1990           250,000       12,742         10,597        250,000       11,904          9,759
           1991           250,000       20,704         18,559        250,000       19,295         17,150
           1992           250,000       27,607         25,891        250,000       25,602         23,886
           1993           250,000       36,049         34,762        250,000       33,261         31,974
           1994           250,000       41,537         40,679        250,000       38,093         37,235
           1995           250,000       59,989         59,560        250,000       54,723         54,294
           1996           250,000       71,630         71,630        250,000       64,987         64,987
           1997           250,000       95,230         95,230        250,000       86,038         86,038
</TABLE>
 
- --------------------------------------------------------------------------------
 
                         FIDELITY'S VIP GROWTH DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1987           250,000        3,053          1,853        250,000        2,824          1,624
           1988           250,000        7,127          5,567        250,000        6,660          5,100
           1989           250,000       13,431         11,511        250,000       12,607         10,687
           1990           250,000       14,346         12,201        250,000       13,424         11,279
           1991           250,000       25,319         23,174        250,000       23,654         21,509
           1992           250,000       30,808         29,092        250,000       28,650         26,934
           1993           250,000       40,198         38,911        250,000       37,211         35,924
           1994           250,000       42,871         42,013        250,000       39,449         38,591
           1995           250,000       61,915         61,486        250,000       56,673         56,244
           1996           250,000       74,109         74,109        250,000       67,477         67,477
           1997           250,000       94,805         94,805        250,000       85,954         85,954
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-3
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>        <C>                         <C>
Initial Face Amount:            $250,000  Annual Planned Premium(1):  $4,000.00
Death Benefit Option:                  A  Issue Age:                         45
Death Benefits Payable to
Age:                                  95  Premiums Payable to Age:           95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                        FIDELITY'S VIP OVERSEAS DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1988           250,000        3,206          2,006        250,000        2,971          1,771
           1989           250,000        8,020          6,460        250,000        7,512          5,952
           1990           250,000       10,789          8,869        250,000       10,111          8,191
           1991           250,000       14,831         12,686        250,000       13,880         11,735
           1992           250,000       15,734         13,589        250,000       14,638         12,493
           1993           250,000       25,740         24,024        250,000       23,835         22,119
           1994           250,000       29,005         27,718        250,000       26,679         25,392
           1995           250,000       34,860         34,002        250,000       31,829         30,971
           1996           250,000       42,561         42,132        250,000       38,553         38,124
           1997           250,000       50,492         50,492        250,000       45,347         45,347
</TABLE>
 
- --------------------------------------------------------------------------------
 
                FIDELITY'S VIP II INVESTMENT GRADE BOND DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1989           250,000        3,278          2,078        250,000        3,041          1,841
           1990           250,000        6,751          5,191        250,000        6,307          4,747
           1991           250,000       11,389          9,469        250,000       10,676          8,756
           1992           250,000       15,277         13,132        250,000       14,299         12,154
           1993           250,000       20,190         18,045        250,000       18,827         16,682
           1994           250,000       22,123         20,407        250,000       20,488         18,772
           1995           250,000       29,325         28,038        250,000       26,983         25,696
           1996           250,000       33,083         32,225        250,000       30,201         29,343
           1997           250,000       39,059         38,630        250,000       35,344         34,915
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-4
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>        <C>                         <C>
Initial Face Amount:            $250,000  Annual Planned Premium(1):  $4,000.00
Death Benefit Option:                  A  Issue Age:                         45
Death Benefits Payable to
Age:                                  95  Premiums Payable to Age:           95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                    FIDELITY'S VIP II ASSET MANAGER DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1990           250,000        3,158          1,958        250,000        2,924          1,724
           1991           250,000        7,712          6,152        250,000        7,218          5,658
           1992           250,000       11,982         10,062        250,000       11,239          9,319
           1993           250,000       18,160         16,015        250,000       17,027         14,882
           1994           250,000       19,520         17,375        250,000       18,215         16,070
           1995           250,000       26,241         24,525        250,000       24,356         22,640
           1996           250,000       33,339         32,052        250,000       30,767         29,480
           1997           250,000       43,644         42,786        250,000       40,047         39,189
</TABLE>
 
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP II INDEX 500 DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1993           250,000        3,261          2,061        250,000        3,024          1,824
           1994           250,000        6,383          4,823        250,000        5,957          4,397
           1995           250,000       13,016         11,096        250,000       12,216         10,296
           1996           250,000       19,656         17,511        250,000       18,441         16,296
           1997           250,000       30,097         27,952        250,000       28,183         26,038
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-5
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>        <C>                         <C>
Initial Face Amount:            $250,000  Annual Planned Premium(1):  $4,000.00
Death Benefit Option:                  A  Issue Age:                         45
Death Benefits Payable to
Age:                                  95  Premiums Payable to Age:           95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                FIDELITY'S VIP II ASSET MANAGER: GROWTH DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1995           250,000        3,719          2,519        250,000        3,466          2,266
           1996           250,000        8,216          6,656        250,000        7,708          6,148
           1997           250,000       14,106         12,186        250,000       13,268         11,348
</TABLE>
 
- --------------------------------------------------------------------------------
 
                     FIDELITY'S VIP II CONTRAFUND DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1995           250,000        4,286          3,086        250,000        4,015          2,815
           1996           250,000        8,986          7,426        250,000        8,452          6,892
           1997           250,000       14,952         13,032        250,000       14,088         12,168
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-6
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                            <C>        <C>                         <C>
Initial Face Amount:            $250,000  Annual Planned Premium(1):  $4,000.00
Death Benefit Option:                  A  Issue Age:                         45
Death Benefits Payable to
Age:                                  95  Premiums Payable to Age:           95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      FIDELITY'S VIP III BALANCED DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1995           250,000        3,403          2,203        250,000        3,162          1,962
           1996           250,000        7,143          5,583        250,000        6,682          5,122
           1997           250,000       12,461         10,541        250,000       11,696          9,776
</TABLE>
 
- --------------------------------------------------------------------------------
 
                FIDELITY'S VIP III GROWTH OPPORTUNITIES DIVISION
 
<TABLE>
<CAPTION>
                              BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                       -----------------------------------------  -----------------------------------------
       POLICY                         POLICY                                     POLICY
      YEAR END            DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
    DECEMBER 31ST        BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                    <C>          <C>          <C>              <C>          <C>          <C>
           1995           250,000        4,041          2,841        250,000        3,778          2,578
           1996           250,000        8,468          6,908        250,000        7,954          6,394
           1997           250,000       15,005         13,085        250,000       14,130         12,210
</TABLE>
 
- --------------------------------------------------------------------------------
 
                  FIDELITY'S VIP III GROWTH & INCOME DIVISION
 
<TABLE>
<CAPTION>
                               BASED UPON CURRENT CHARGES                  BASED UPON GUARANTEED CHARGES
       POLICY          -------------------------------------------  -------------------------------------------
      YEAR END            DEATH        POLICY      CASH SURRENDER      DEATH        POLICY      CASH SURRENDER
    DECEMBER 31ST        BENEFIT    ACCOUNT VALUE       VALUE         BENEFIT    ACCOUNT VALUE       VALUE
 
<S>                    <C>          <C>            <C>              <C>          <C>            <C>
           1997           250,000         3,958           2,758        250,000         3,697           2,497
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-7
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                                       <C>       <C>                                       <C>
Initial Face Amount:                      $250,000  Annual Planned Premium(1):                $4,000.00
Death Benefit Option:                            A  Issue Age:                                       45
Death Benefits Payable to Age:                  95  Premiums Payable to Age:                         95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                      LEXINGTON NATURAL RESOURCES DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1992            250,000        3,038          1,838        250,000        2,809          1,609
      1993            250,000        6,803          5,243        250,000        6,352          4,792
      1994            250,000        9,216          7,296        250,000        8,614          6,694
      1995            250,000       14,261         12,116        250,000       13,327         11,182
      1996            250,000       21,891         19,746        250,000       20,406         18,261
      1997            250,000       26,520         24,804        250,000       24,589         22,873
</TABLE>
 
- --------------------------------------------------------------------------------
 
                      LEXINGTON EMERGING MARKETS DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                  BASED UPON GUARANTEED CHARGES
     POLICY        -------------------------------------------  -------------------------------------------
    YEAR END          DEATH        POLICY      CASH SURRENDER      DEATH        POLICY      CASH SURRENDER
  DECEMBER 31ST      BENEFIT    ACCOUNT VALUE       VALUE         BENEFIT    ACCOUNT VALUE       VALUE
<S>                <C>          <C>            <C>              <C>          <C>            <C>
      1995            250,000         2,796           1,596        250,000         2,575           1,375
      1996            250,000         6,318           4,758        250,000         5,888           4,328
      1997            250,000         8,157           6,237        250,000         7,607           5,687
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-8
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                                       <C>       <C>                                       <C>
Initial Face Amount:                      $250,000  Annual Planned Premium(1):                $4,000.00
Death Benefit Option:                            A  Issue Age:                                       45
Death Benefits Payable to Age:                  95  Premiums Payable to Age:                         95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                            SAFECO RST BOND DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1988            250,000        3,168          1,968        250,000        2,934          1,734
      1989            250,000        6,973          5,413        250,000        6,516          4,956
      1990            250,000       10,623          8,703        250,000        9,949          8,029
      1991            250,000       15,494         13,349        250,000       14,500         12,355
      1992            250,000       19,646         17,501        250,000       18,312         16,167
      1993            250,000       24,907         23,191        250,000       23,084         21,368
      1994            250,000       26,840         25,553        250,000       24,691         23,404
      1995            250,000       34,973         34,115        250,000       31,936         31,078
      1996            250,000       37,841         37,412        250,000       34,243         33,814
      1997            250,000       43,934         43,934        250,000       39,356         39,356
</TABLE>
 
- --------------------------------------------------------------------------------
 
                           SAFECO RST EQUITY DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1988            250,000        3,817          2,617        250,000        3,561          2,361
      1989            250,000        8,851          7,291        250,000        8,314          6,754
      1990            250,000       11,167          9,247        250,000       10,484          8,564
      1991            250,000       17,997         15,852        250,000       16,892         14,747
      1992            250,000       22,578         20,433        250,000       21,113         18,968
      1993            250,000       32,668         30,952        250,000       30,422         28,706
      1994            250,000       38,642         37,355        250,000       35,806         34,519
      1995            250,000       53,397         52,539        250,000       49,250         48,392
      1996            250,000       70,128         69,699        250,000       64,399         63,970
      1997            250,000       90,995         90,995        250,000       83,227         83,227
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-9
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                                       <C>       <C>                                       <C>
Initial Face Amount:                      $250,000  Annual Planned Premium(1):                $4,000.00
Death Benefit Option:                            A  Issue Age:                                       45
Death Benefits Payable to Age:                  95  Premiums Payable to Age:                         95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                           SAFECO RST GROWTH DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1994            250,000        3,335          2,135        250,000        3,096          1,896
      1995            250,000        9,193          7,633        250,000        8,630          7,070
      1996            250,000       16,213         14,293        250,000       15,262         13,342
      1997            250,000       27,876         25,731        250,000       26,249         24,104
</TABLE>
 
- --------------------------------------------------------------------------------
 
                         SAFECO RST NORTHWEST DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1994            250,000        3,053          1,853        250,000        2,823          1,623
      1995            250,000        6,592          5,032        250,000        6,152          4,592
      1996            250,000       10,808          8,888        250,000       10,120          8,200
      1997            250,000       18,138         15,993        250,000       16,993         14,848
</TABLE>
 
- --------------------------------------------------------------------------------
 
                       SAFECO RST SMALL COMPANY DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                  BASED UPON GUARANTEED CHARGES
     POLICY        -------------------------------------------  -------------------------------------------
    YEAR END          DEATH        POLICY      CASH SURRENDER      DEATH        POLICY      CASH SURRENDER
  DECEMBER 31ST      BENEFIT    ACCOUNT VALUE       VALUE         BENEFIT    ACCOUNT VALUE       VALUE
<S>                <C>          <C>            <C>              <C>          <C>            <C>
      1997            250,000         2,929           1,729        250,000         2,704           1,504
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-10
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                                       <C>       <C>                                       <C>
Initial Face Amount:                      $250,000  Annual Planned Premium(1):                $4,000.00
Death Benefit Option:                            A  Issue Age:                                       45
Death Benefits Payable to Age:                  95  Premiums Payable to Age:                         95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                         WANGER U.S. SMALL CAP DIVISION
 
<TABLE>
<CAPTION>
                           BASED UPON CURRENT CHARGES                  BASED UPON GUARANTEED CHARGES
     POLICY        -------------------------------------------  -------------------------------------------
    YEAR END          DEATH        POLICY      CASH SURRENDER      DEATH        POLICY      CASH SURRENDER
  DECEMBER 31ST      BENEFIT    ACCOUNT VALUE       VALUE         BENEFIT    ACCOUNT VALUE       VALUE
<S>                <C>          <C>            <C>              <C>          <C>            <C>
      1996            250,000         4,528           3,328        250,000         4,249           3,049
      1997            250,000         9,938           8,378        250,000         9,364           7,804
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-11
<PAGE>
                            VARIABLE UNIVERSAL LIFE
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
 
                                      MALE
                              PREFERRED NON-SMOKER
 
<TABLE>
<S>                                       <C>       <C>                                       <C>
Initial Face Amount:                      $250,000  Annual Planned Premium(1):                $4,000.00
Death Benefit Option:                            A  Issue Age:                                       45
Death Benefits Payable to Age:                  95  Premiums Payable to Age:                         95
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                   AMERICAN CENTURY VP INTERNATIONAL DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1995            250,000        3,345          2,145        250,000        3,105          1,905
      1996            250,000        7,374          5,814        250,000        6,901          5,341
      1997            250,000       12,357         10,437        250,000       11,597          9,677
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                     AMERICAN CENTURY VP BALANCED DIVISION
 
<TABLE>
<CAPTION>
                          BASED UPON CURRENT CHARGES                BASED UPON GUARANTEED CHARGES
                   -----------------------------------------  -----------------------------------------
     POLICY                       POLICY                                     POLICY
    YEAR END          DEATH       ACCOUNT    CASH SURRENDER      DEATH       ACCOUNT    CASH SURRENDER
  DECEMBER 31ST      BENEFIT       VALUE          VALUE         BENEFIT       VALUE          VALUE
 
<S>                <C>          <C>          <C>              <C>          <C>          <C>
      1992            250,000        2,725          1,525        250,000        2,507          1,307
      1993            250,000        6,258          4,698        250,000        5,830          4,270
      1994            250,000        9,283          7,363        250,000        8,670          6,750
      1995            250,000       14,879         12,734        250,000       13,901         11,756
      1996            250,000       19,958         17,813        250,000       18,584         16,439
      1997            250,000       26,484         24,768        250,000       24,535         22,819
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1)  Assumes the premium shown is paid at the beginning of each policy year.
    Values would be different if premiums are paid with a different frequency or
    in different amounts.
 
THESE ILLUSTRATIONS ARE BASED UPON PAST PERFORMANCE AND ARE NOT INDICATIVE OF
FUTURE RESULTS. FUTURE POLICY BENEFITS WILL FLUCTUATE BASED UPON ACTUAL
INVESTMENT RESULTS WHICH MAY BE MORE OR LESS THAN THOSE ACHIEVED IN THE PAST AND
WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS BY THE
OWNER. NO REPRESENTATION CAN BE MADE BY SAFECO OR THE FUNDS THAT THESE RESULTS
CAN BE ACHIEVED IN THE FUTURE.
 
                                      C-12
<PAGE>
NET RATES OF RETURN
 
The VIP, VIP II, and VIP III Division tables shown earlier in this section
appendix are based on the investment performance, after actual expenses, of the
corresponding VIP, VIP II, and VIP III Portfolios. The average annual total
return used in calculating the death benefit, policy account value and cash
surrender value for the respective Portfolios are listed below. These annual
total returns do not account for insurance and administrative charges but are
net of the mortality and expense risk charge of 0.70%; and, they are not an
estimate or a guarantee of future investment performance.
 
    CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE VIP PORTFOLIOS
 
<TABLE>
<CAPTION>
                            VIP                VIP               VIP
                           MONEY              HIGH             EQUITY-            VIP              VIP
       YEAR               MARKET             INCOME            INCOME           GROWTH          OVERSEAS
- ------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                <C>              <C>              <C>
          1983                8.46
          1984                9.73
          1985                7.41
          1986                6.00              16.98
          1987                5.74               0.52             -1.83             2.96
          1988                6.69              10.94             22.01            14.88             7.43
          1989                8.42              -4.87             16.64            30.81            25.58
          1990                7.34              -2.93            -15.99           -12.43            -2.37
          1991                5.39              34.38             30.74            44.81             7.30
          1992                3.20              22.47             16.19             8.62           -11.42
          1993                2.53              19.70             17.59            18.67            36.65
          1994                3.55              -2.34              6.37            -0.72             1.02
          1995                5.17              20.02             34.39            34.66             8.98
          1996                4.71              13.33             13.58            14.01            12.45
          1997                4.81              16.97             27.41            22.78            10.86
</TABLE>
 
  CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE VIP II PORTFOLIOS
 
<TABLE>
<CAPTION>
                          VIP II
                        INVESTMENT           VIP II             VIP II             VIP II             VIP II
                           GRADE              ASSET              INDEX           ASSET MGR:           CONTRA-
       YEAR                BOND              MANAGER              500              GROWTH              FUND
- ------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                <C>                <C>                <C>
          1989                9.56
          1990                5.51               6.02
          1991               15.68              21.86
          1992                5.95              11.01
          1993               10.26              20.53               9.04
          1994               -4.46              -6.79               0.34
          1995               16.62              16.26              36.49              22.43              38.92
          1996                2.49              13.90              22.01              19.34              20.52
          1997                8.36              19.95              32.12              24.37              23.44
</TABLE>
 
                                      C-13
<PAGE>
  CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE VIP III PORTFOLIOS
 
<TABLE>
<CAPTION>
                                 VIP III                                           VIP III
                                 GROWTH                   VIP III                 GROWTH &
         YEAR                 OPPORTUNITIES              BALANCED                  INCOME
- --------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>                      <C>
            1995                    31.82                    13.22
            1996                    17.57                     9.28
            1997                    29.25                    21.48                    29.39
</TABLE>
 
The Lexington Natural Resources Trust and Lexington Emerging Markets Fund
("Lexington") Division tables shown earlier in this appendix are based on the
investment performance, after actual expenses, of the corresponding Lexington
Portfolios. The average annual total return used in calculating the death
benefit, policy account value and cash surrender value for the respective
Portfolios are listed below. These annual total returns do not account for
insurance and administrative charges but are net of the mortality and expense
risk charge of 0.70%; and, they are not an estimate or a guarantee of future
investment performance.
 
 CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE LEXINGTON PORTFOLIOS
 
<TABLE>
<CAPTION>
                         LEXINGTON         LEXINGTON
                          NATURAL          EMERGING
       YEAR              RESOURCES          MARKETS
- -------------------------------------------------------
<S>                  <C>                <C>
          1992                2.52
          1993               10.20
          1994               -6.08
          1995               16.17             -4.63
          1996               26.19              6.76
          1997                6.45            -12.25
</TABLE>
 
The Wanger Advisors Trust ("Wanger") Division tables shown earlier in this
appendix are based on the investment performance, after actual expenses, of the
corresponding Wanger Portfolios. The average annual total return used in
calculating the death benefit, policy account value and cash surrender value for
the respective Portfolios are listed below. These annual total returns do not
account for insurance and administrative charges but are net of the mortality
and expense risk charge of 0.70%; and, they are not an estimate or a guarantee
of future investment performance.
 
  CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE WANGER PORTFOLIOS
 
<TABLE>
<CAPTION>
                          WANGER
                        U.S. SMALL
       YEAR                 CAP
- --------------------------------------
<S>                  <C>
          1996               45.93
          1997               28.71
</TABLE>
 
                                      C-14
<PAGE>
The SAFECO RST Division tables shown earlier in this appendix are based on the
investment performance, after actual expenses, of the corresponding SAFECO RST
Portfolios. The average annual total return used in calculating the death
benefit, policy account value and cash surrender value for the respective
Portfolios are listed below. These annual total returns do not account for
insurance and administrative charges but are net of the mortality and expense
risk charge of 0.70%; and, they are not an estimate or a guarantee of future
investment performance.
 
CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE SAFECO RST PORTFOLIOS
 
<TABLE>
<CAPTION>
                          SAFECO             SAFECO             SAFECO             SAFECO             SAFECO
                            RST                RST                RST                RST                RST
       YEAR                BOND              EQUITY             GROWTH            NORTHWEST          SMALL CO.
- ------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                <C>                <C>                <C>
          1988                6.33              25.28
          1989               10.60              26.41
          1990                5.87              -5.91
          1991               13.28              26.15
          1992                6.12               7.36
          1993                9.85              27.22
          1994               -3.63               8.24              11.22               2.95
          1995               17.17              27.93              40.30               6.72
          1996               -0.16              24.09              31.36              11.74
          1997                7.71              24.15              43.85              30.32                n/a
</TABLE>
 
The American Century Variable Portfolios, Inc. ("ACVP") Division tables shown
earlier in this appendix are based on the investment performance, after actual
expenses, of the corresponding ACVP Portfolios. The average annual total return
used in calculating the death benefit, policy account value and cash surrender
value for the respective Portfolios are listed below. These annual total returns
do not account for insurance and administrative charges, but are net of the
mortality and expense risk charge of 0.70%; and, they are not an estimate or a
guarantee of future investment performance.
 
   CALENDAR YEAR AVERAGE NET ANNUAL TOTAL RETURN (%) FOR THE ACVP PORTFOLIOS
 
<TABLE>
<CAPTION>
                                 ACVP                    ACVP
         YEAR                  BALANCED              INTERNATIONAL
- -----------------------------------------------------------------------
<S>                      <C>                    <C>
            1992                   -6.70
            1993                    7.00
            1994                   -0.10
            1995                   20.40                   11.50
            1996                   11.40                   13.60
            1997                   15.11                   17.93
</TABLE>
 
                                      C-15
<PAGE>
STANDARD AND POOR'S 500
- -------------------------------------------------------------------
 
The Standard and Poor's ("S&P 500") is a weighted index of 500 widely held
stocks: 400 Industrials, 40 Financial Company Stocks, 40 Public Utilities, and
20 Transportation stocks, most of which are traded on the New York Stock
Exchange. The S&P 500 is generally regarded as an accurate composite of the
overall stock market.
 
                            STANDARD AND POOR'S 500
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>        <C>
1983          164.93
1984          167.24
1985          211.28
1986          242.17
1987          247.08
1988          277.72
1989          353.40
1990          330.22
1991          417.09
1992          435.71
1993          466.45
1994          459.27
1995          615.93
1996          740.74
1997          970.43
</TABLE>
 
ILLUSTRATION OF POLICY VALUES--
VARIABLE UNIVERSAL LIFE
 
Policy accumulation values are calculated assuming the Standard and Poor's 500
Index annual rates of return on a $250,000 policy, death benefit option A, which
was purchased in 1983 by a 45 year old, male, preferred non-smoker. The current
schedule of cost of insurance rates were used.
 
<TABLE>
<CAPTION>
               S&P 500      POLICY         CASH
               ANNUAL       ACCOUNT      SURRENDER       DEATH
   YEAR        RETURN        VALUE         VALUE        BENEFIT
- -----------  -----------  -----------  -------------  -----------
<S>          <C>          <C>          <C>            <C>
      1983        22.43%       3,695         2,495       250,000
      1984         6.10%       7,184         5,624       250,000
      1985        31.57%      13,512        11,592       250,000
      1986        18.21%      19,498        17,353       250,000
      1987         5.17%      23,532        21,387       250,000
      1988        16.50%      30,800        29,084       250,000
      1989        31.43%      44,327        43,040       250,000
      1990        -3.19%      45,470        44,612       250,000
      1991        30.55%      63,073        62,644       250,000
      1992         7.68%      70,748        70,748       250,000
      1993        10.00%      80,635        80,635       250,000
      1994         1.32%      84,086        84,086       250,000
      1995        37.51%     119,219       119,219       250,000
      1996        23.25%     149,941       149,941       250,000
      1997        33.35%     203,337       203,337       264,338
</TABLE>
 
1)  Assumes an annual $4000 premium is paid at the beginning of each policy
    year. Values would be different if premiums are paid with a different
    frequency or in different amounts.
 
2)  Assumes that no policy loan has been made. Excessive loans or withdrawals
    may cause this policy to lapse because of insufficient cash value.
 
THE STANDARD AND POOR'S INDEX RATES SHOWN ABOVE FOR THE LAST 15 YEARS IS A
DEMONSTRATION OF A WEIGHTED AVERAGE OF 500 WIDELY HELD STOCKS. IT SHOULD NOT BE
DEEMED A REPRESENTATION OF FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF
RETURN WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS
MADE BY THE OWNER, THE SIZE OF THE POLICY, ACTUAL PREMIUMS PAID, AND COST OF
INSURANCE. THE INFORMATION IN THE CHART IS NOT NECESSARILY INDICATIVE OF FUTURE
PERFORMANCE.
 
                                      D-1
<PAGE>
LONG TERM MARKET TRENDS
- -------------------------------------------------------------------
 
The information below covering the period of 1926-1997 an examination of the
basic relationship between risk and return among the different asset classes,
and between nominal and real (inflation-adjusted) returns. The information is
provided because the policyowners have varied investment portfolios available
which have different investment objectives and policies. The chart generally
demonstrates how different classes of investments have performed during the
period. The study of asset returns provides a period long enough to include most
of the major types of events that investors have experienced in the past and may
experience in the future. This is a historical record and is not intended as a
projection of future performance.
 
The graph depicts the growth of a dollar invested in large company stocks, small
company stocks, long-term government bonds, Treasury bills, and a hypothetical
asset returning the inflation rate over the period from the end of 1925 to the
end of 1997. All results assume reinvestment of dividends on stocks or coupons
on bonds and no taxes. Transaction costs are not included, except in the small
company stock index starting in 1982. Charges associated with a variable
insurance policy are not reflected in the chart.
 
Each of the cumulative index values is initiated at $1.00 at year-end 1925. The
graph illustrates that large company stocks and small company stocks gained the
most over the entire period. This growth, however, was earned by taking
substantial risk. In contrast, long-term government bonds (with approximately
20-year maturity), which exposed the holder to less risk, grew less.
 
The lowest risk strategy over the entire period was to buy U.S. Treasury bills.
Since Treasury bills tended to track inflation, the resulting real
(inflation-adjusted) returns were near zero for the entire 1926-1997 period.
[Graph appears here showing the growth of a dollar invested in large company
stocks, long-term government bonds, Treasury bills, and a hypothetical asset
returning the inflation rate over the period from the end of 1925 to the end of
1997.]
 
Year End 1925 = $1.00
Source: Stocks, Bonds, Bills and Inflation 1998 Yearbook-TM-
Ibbotson Associates, Chicago (annually updates work by
Roger G. Ibbotson and Rex A. Sinquefield). Used with permission.
All rights reserved.
 
                                      E-1
<PAGE>

                                   REPRESENTATIONS

1.  Registrant represents that Section (b)(13)(iii)(F) of Rule 6e-3(T) is being
    relied on.

2.  Registrant represents that the level of the risk charge is reasonable in
    relation to the risks assumed by the life insurer under the Policies.

3.  Registrant represents that it has analyzed the risk charge taking into
    consideration such facts as current charge levels, potential adverse
    mortality, the manner in which charges are imposed, the markets in which
    the Policy will be offered and anticipated sales and lapse rates.

    Registrant also represents that a memorandum has been prepared in
    connection with the analysis of the risk charge as set forth above.
    Registrant undertakes to keep and make available to the Commission on
    request the memorandum.

4.  Registrant represents that the Company has concluded that there is a
    reasonable likelihood that the distribution financing arrangement of the
    Separate Account will benefit the Separate Account and policyholders and
    will keep and make available to the Commission on request a memorandum
    setting forth the basis for this representation.

5.  Registrant represents that the Separate Account will invest only in
    management investment companies which have undertaken to have a Board of
    Directors, a majority of whom are not interested persons of the Company,
    formulate and approve any plan under Rule 12b-1 to finance distribution
    expenses.


<PAGE>


PART II

                             UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15 (d) of the Securities Exchange
Act of 1934. The undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission theretofore or hereafter duly adopted pursuant to authority conferred
in that section.

Pursuant to section 26(e) of the Investment Company Act of 1940, the
registrant and SAFECO Life Insurance Company represent that the fees and
charges deducted under the contract, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred and
risks assumed by the insurance company.

                                   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 or 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 if 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 Policies 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.

<PAGE>

SAFECO Life Insurance Company ("SAFECO") established the 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 SAFECO Asset Management Company (SAM),
SAFECO Services Corporation (SAFECO Services) and SAFECO Securities, Inc.
(SAFECO Securities), each a Washington corporation. SAM is the investment
advisor, SAFECO Services is the transfer agent and SAFECO Securities is the
principal underwriter for each of the SAFECO Mutual Funds. The SAFECO Mutual
Funds consist of six Delaware business trusts: SAFECO Common Stock Trust, SAFECO
Taxable Bond Trust, SAFECO Tax-Exempt Bond Trust, SAFECO Money Market Trust,
SAFECO Managed Bond Trust (formerly SAFECO Institutional Series Trust) and
SAFECO Resource Series Trust. The SAFECO Common Stock Trust consists of seven
mutual funds: SAFECO Growth Fund, SAFECO Equity Fund, SAFECO Income Fund, SAFECO
Northwest Fund, SAFECO International Stock Fund, SAFECO Balanced Fund, SAFECO
Small Company Stock Fund and SAFECO U.S. Value Fund. The SAFECO Taxable Bond
Trust consists of three mutual funds: SAFECO Intermediate-Term U.S. Treasury
Fund, SAFECO GNMA Fund and SAFECO High-Yield Bond Fund. The SAFECO Tax-Exempt
Bond Trust consists of five mutual funds: SAFECO Intermediate-Term Municipal
Bond Fund, SAFECO Insured Municipal Bond Fund, SAFECO Municipal Bond Fund,
SAFECO California Tax-Free Income Fund and SAFECO Washington State Municipal
Bond Fund. The SAFECO Money Market Fund consists of two mutual funds: SAFECO
Money Market Fund and SAFECO Tax-Free Money Market Fund. The SAFECO Managed Bond
Trust consists of one mutual fund: Managed Bond Fund (formerly Fixed-Income
Portfolio). The SAFECO Resource Series Trust consists of six mutual funds:
Equity Portfolio, Growth Portfolio, Northwest Portfolio, Bond Portfolio, Money
Market Portfolio and Small Company Portfolio.

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, 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, SAFECO Insurance Company of Illinois, an 
Illinois corporation and SAFECO Insurance Company of Pennsylvania, a 
Pennsylvania corporation. SAFECO Insurance Company of America owns 100% of 
SAFECO Surplus Lines Insurance Company, a Washington corporation, and Market 
Square Holding, Inc., a Minnesota corporation. SAFECO Life Insurance Company 
owns 100% of SAFECO National Life Insurance Company, a Washington 
corporation, First SAFECO National Life Insurance Company of New York, a New 
York corporation, and WM Life Insurance Company, an Arizona corporation. WM 
Life Insurance Company owns 100% of Empire Life Insurance Company, a 
Washington 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, Goldware 
& Taylor Insurance Service, a California 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: 
SAFECARE Company, Inc. and Winmar Company, Inc. SAFECARE Company, Inc. owns 
100% of the following, each a Washington corporation: RIA Development, Inc.,
S.C. Arkansas, Inc., S.C. Bellevue/Lynn, S.C. Bellevue, Inc., S.C. Everett, 
Inc., S.C. Everett/Lynn, S.C. Lynden, Inc., S.C. Lynden/Lynn, S.C. 
Marysville, Inc., S.C. Northgate, Inc., S.C. Northgate/LR1, L.L.C., S.C. 
Vancouver, Inc., S.C. Vancouver/Lynn (Joint Venture), SAFECARE S.C. 
Bakersfield, Inc. and SAFECARE S.C. Bakersfield/Lynn Limited Partnership. 
SAFECARE Company, Inc. owns 50% of Lifeguard Ventures, Inc., a California  
corporation, and S.C. River Oaks, Inc., a Washington corporation.  Winmar 
Company, Inc. owns 100% of the following:  C-W Properties, Inc., 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 corporation, WDI Golf Club, Inc., a California 
corporation, Winmar Oregon, Inc., an Oregon corporation, Winmar of Texas, 
Inc., a Texas 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.

SAFECO Corporation, a Washington corporation, owns 100% of American States 
Financial Corporation, an Indiana corporation.  American States Financial 
Corporation owns 100% of American States Insurance Company, an Indiana 
corporation.  American States Insurance Company owns 100% of the following 
Indiana corporations:  American Economy Insurance Company, American States 
Preferred Insurance Company, American States Life Insurance company, and City 
Insurance Agency, Inc.  American States Insurance Company owns 100% of 
Insurance Company of Illinois, an Illinois corporation, and American States 
Lloyds Insurance Company, a Texas corporation.  American Economy Insurance 
Company owns 100% of American States Insurance Company of Texas, a Texas 
corporation.

<PAGE>

                          CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises:

I.  The following papers and documents:

         The facing sheet.
         The Prospectus consisting of __ pages.
         The undertaking to file reports.
         The signatures. Written consents of the following persons:
         (1)  Ernst & Young LLP, Independent Auditors
         (2)  James Mankin, Actuary

II. The following exhibits:


    A.   Copies of all exhibits required by paragraph A of instructions
    for Exhibits in Form N-8B-2.

         (1)       Resolution of Board of Directors of the Company authorizing
                   the Separate Account *
         (2)       Not Applicable
         (3)       (a)  Principal Underwriter's Agreement *
                   (b)  Broker-Dealer Selling Agreement *
                   (c)  Commission Schedule ****
         (4)       Not Applicable
         (5)       Individual Flexible Premium Variable
                   Life Insurance Policy ****
         (6)       (a)  Articles of Incorporation of the Company
                        Revised as of 11/90 *
                   (b)  Bylaws of the Company
                        Revised as of 11/91 *
         (7)       Not Applicable
         (8)       Not Applicable
         (9)       (a)  Reinsurance Agreement*
                   (b)  Form of Participation Agreement (Fidelity VIP I & II)
                        Form of Sub-Licensing Agreement *
                   (c)  Form of Participation Agreement (Fidelity VIP III)
                        Form of Sub-Licensing Agreement ****
                   (d)  Participation Agreement by and among SAFECO
                        Life Insurance Company, Lexington
                        Natural Resources  Trust, and
                        Lexington Management Corporation **
                   (e)  Form of Participation Agreement (Wanger)
                        Form of Sub-Licensing Agreement ****
                   (f)  Form of Participation Agreement (ACVP)
                        Form of Sub-Licensing Agreement ****
         (10)      (a)  Application Form (revised 4/91) *
                   (b)  Part IV of Application Form (revised 7/97) *****
         (13)      Power Of Attorney ***
         99.C1     Consent of Independent Auditors
         99.2      Opinion and Consent of Counsel
                   (SAFECO Life Ins. Co.)
         99.C6     Consent of Actuary (James Mankin)


*             Incorporated by reference to Post-Effective
              Amendment of SAFECO Separate Account SL filed with
              the SEC on April 30, 1997 (File No. 33-10248)

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

***           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 Pre-Effective
              Amendment of SAFECO Separate Account SL filed with
              the SEC on October 30, 1997 (File No. 333-30329)

*****         Incorporated by reference to Post-Effective
              Amendment of SAFECO Separate Account SL filed with
              the SEC on April 30, 1998 (File No. 33-10248)
<PAGE>

                                      SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485 under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf thereto duly authorized, in the City of
Seattle and State of Washington on the 27th day of April, 1998.


                              SAFECO Separate Account SL

                              By: SAFECO Life Insurance Company
                                    (Depositor)

                              By: /s/ Randall H. Talbot
                                      Randall H. Talbot, President

ATTEST: /s/ Rod Pierson
            Rod Pierson, Secretary


   Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 16 to the Registration Statement on Form S-6 has been
signed by the following persons in the capacities and on the dates indicated.
Those signatures with an asterisk indicate the signature was supplied by a duly
appointed attorney-in-fact under a valid Power of Attorney.


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

Donald S. Chapman*                Director
Donald S. Chapman

/s/ Boh A. Dickey                 Director
Boh A. Dickey

R.H. Eigsti*                      Director and Chairman
R.H. Eigsti

James T. Flynn*                   Vice President and
                                  Controller (Principal
James T. Flynn                    Accounting Officer)

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

James W. Ruddy*                   Director
James W. Ruddy

Robert L. Spaulding*              Director
Robert L. Spaulding

Robert Swegle*                    Director
Robert Swegle

/s/ Richard E. Zunker             Director
Richard E. Zunker



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

                                  *By /s/ Randall H. Talbot
                                          Randall H. Talbot
                                          Attorney-in-Fact

<PAGE>


                                     EXHIBITS TO


                           POST-EFFECTIVE AMENDMENT NO. 16



                                          TO

                                       FORM S-6

                                         FOR

                                 SEPARATE ACCOUNT SL


<PAGE>

                                       EXHIBITS




99.C1    Consent of Independent Auditors

99.2     Opinion and Consent of Counsel

99.C6    Consent of Actuary


<PAGE>

CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the 
Prospectus and to the use of our report on the financial statements of SAFECO 
Life Separate Account SL, dated February 6, 1998, and our report on the 
consolidated financial statements of SAFECO Life Insurance Company and 
Subsidiaries, dated February 13, 1998, in Post-Effective Amendment Number 16 
to the Registration Statement (Form S-6, No. 333-30329) and related 
Prospectus of SAFECO Life Separate Account SL.

                                                      /s/ ERNST & YOUNG LLP

Seattle, Washington

April 27, 1998

<PAGE>


April 29, 1998


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


Re:  Registration NO. 333-30329

Gentlemen:


I have acted as counsel in connection with the filing with the Securities and
Exchange Commission of Post-Effective Amendment No. 16 to a Registration
Statement on Form S-6 for the Individual Flexible Premium Life Insurance Policy
(the "Policy") to be issued by SAFECO Life Insurance Company and its separate
account, Separate Account SL.


I have made such examination of the law and have examined such records and
documents as in my opinion are necessary or appropriate to enable me to render
the following opinion:

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

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

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

4.  Upon the acceptance of Premium Payments made by a Policyowner pursuant to a
    Policy issued in accordance with the prospectus contained in the
    Registration Statement and upon compliance with acceptable law, such a
    Policyowner will have legally-issued, fully paid, non-assessable
    contractual interest under such Policy.

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

Very truly yours,

William E. Crawford
Counsel

<PAGE>

March 31, 1998


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


The "Illustrations of Death Benefits, Policy Account, Cash Surrender Values and
Accumulated Premiums" ("Hypothetical Illustrations") and the "Illustrations of
Variation in Death Benefit, Policy Account and Cash Surrender Values in Relation
to the Funds' Investment Experience" ("Illustrations") contained in
Post-Effective Amendment No. 16 to the Registration Statement on Form S-6 of
Separate Account SL, which issues flexible premium variable life insurance
policies, have been prepared in accordance with standard actuarial principles.
Both the Hypothetical Illustrations and Illustrations reflect the operation of
the Policy by taking into account all charges under the Policy and in the
underlying Fund. The Hypothetical Illustrations are shown for males in two
underwriting classifications. The Illustrations are shown for a male preferred
non-smoker.

I hereby consent to the inclusion and use of the Hypothetical Illustrations and
Illustrations in Post-Effective Amendment No. 16.


Sincerely,



James A. Mankin, F.S.A., M.A.A.A.
Actuary


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