AMENDMENT NO. 2 TO FUND PARTICIPATION AGREEMENT






     THIS AMENDMENT NO. 1 TO FUND PARTICIPATION  AGREEMENT is made as of this 12
day of  September,  1997 by and  between  SAFECO  LIFE  INSURANCE  COMPANY  (the
"Company"),  AMERICAN  CENTURY  VARIABLE  PORTFOLIOS,  INC. (the "Issuer"),  and
AMERICAN CENTURY  INVESTMENT  SERVICES,  INC. (the  "Distributor").  Capitalized
terms not otherwise  defined  herein shall have the meaning  ascribed to them in
the Agreement (defined below).
                                    RECITALS

         WHEREAS, the Company, the Issuer and the Distributor are parties to a
certain Fund Participation Agreement dated December 19, 1995, as amended on June
26, 1997 (the "Agreement") whereby shares of the Funds were made available to
serve as investment funding options for the Contracts; and

         WHEREAS, the Company, the Issuer and the Distributor wish to supplement
the Agreement as provided herein;

         NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto agree as follows:

         1.    Addition of Product.  The first Whereas  clause of the
Agreement is hereby amended to read "WHEREAS, the Company offers to the public
certain group and individual  variable annuity  contracts and variable life
insurance contracts (collectively, the "Contracts").

         2.    Addition of Accounts. The definition of "Accounts" contained in
Section 6(a)(ii) of the Agreement is hereby amended to include Separate Account
SL. The Company represents and warrants that each of the Accounts is a separate
account under Washington State Insurance law, each has been registered as a unit
investment trust under the 1940 Act to serve as an investment vehicle for the
Contracts, and that all other representations and warranties contained in the
Agreement are true for all of the Accounts, as that term is now defined.

         3.    Ratification  and  Confirmation of Agreement.  In the event of a
conflict  between the terms of this Amendment No. 2 and the Agreement, it is the
intention of the parties that the terms of this  Amendment No. 2 shall
control and the Agreement  shall be  interpreted  on that basis.  To the extent
the  provisions of the Agreement  have not been amended by this Amendment No. 2,
the parties hereby confirm and ratify the Agreement.

         4.    Counterparts.  This  Amendment No. 2 may be executed in two or
more  counterparts, each of which shall be an original and all of which together
shall constitute one instrument.

         5.    Full Force and Effect.  Except as expressly  supplemented,
amended or consented to hereby, all of the representations, warranties, terms,
covenants and conditions of the Agreement shall remain unamended and shall
continue to be in full force and effect.






         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
as of the date first above written.

SAFECO LIFE INSURANCE COMPANY               AMERICAN CENTURY INVESTMENT
                                            SERVICES, INC.

By:      /s/ Patrick B. McCormick           By:      /s/ William M. Lyons
         ------------------------                    --------------------
         Name:  Patrick B. McCormick                 William M. Lyons
         Title:  Vice President                      Executive Vice President



AMERICAN CENTURY VARIABLE
PORTFOLIOS, INC.


By:      /s/ William M. Lyons
         ------------------------
         William M. Lyons
         Executive Vice President