485BPOS

As filed with the Securities and Exchange Commission on April 19, 2001

Registration No. 33-74190

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

Post-Effective Amendment No. 14
_________________
SECURITY LIFE SEPARATE ACCOUNT L1
(Exact Name of Trust)

SECURITY LIFE OF DENVER INSURANCE COMPANY
(Name of Depositor)
1290 Broadway
Denver, Colorado 80203-5699
(Address of Depositor's Principal Executive Offices)

	Copy to:
GARY W. WAGGONER, ESQ.	KIMBERLY J. SMITH, ESQ.
Security Life of Denver Insurance Company	Sutherland Asbill & Brennan LLP
1290 Broadway	1275 Pennsylvania Avenue, NW
Denver, Colorado 80203-5699	Washington, D.C. 20004-2415
	(202) 383-0314

(Name and Address of Agent for Service)

____________________________

It is proposed that this filing will become effective:

	on ____________, 2001 pursuant to paragraph (a) of Rule 485
	60 days after filing pursuant to paragraph (a) of Rule 485
X	on May 1, 2001 pursuant to paragraph (b) of Rule 485
	immediately upon filing pursuant to paragraph (b) of Rule 485
	this post-effective amendment designates a new effective date for a previously filed post-effective amendment

Title of securities being registered: FirstLine variable life insurance policies.

SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 33-74190)
Cross-Reference Table

Form N-8B-2 Item No.	Caption in Prospectus
1, 2	Cover; Security Life of Denver Insurance Company; Security Life Separate Account L1
3	Inapplicable
4	Security Life of Denver Insurance Company
5, 6	Security Life Separate Account L1
7	Inapplicable
8	Financial Statements
9	Inapplicable
10(a), (b), (c), (d), (e)	Policy Summary; Policy Values, Determining Values in the Variable Division; Charges and Deductions; Surrender; Partial Withdrawals; Guaranteed Interest Division; Transfer of Account Value; Right to Exchange Policy; Lapse; Reinstatement; Premium Payments
10(f)	Voting Privileges; Right to Change Operations
10(g), (h)	Right to Change Operations
10(i)	Tax Considerations; Detailed Information about the Policy; General Policy Provisions; Guaranteed Interest Division
11, 12	Security Life Separate Account L1
13	Policy Summary; Charges and Deductions; Group or Sponsored Arrangements, or Corporate Purchasers
14, 15	Policy Summary; Free Look Period; General Policy Provisions; Applying for a Policy
16	Premium Payments; Allocation of Net Premium; How We Calculate Accumulation Unit Values
17	Premium Payments Affect Your Coverage; Surrender; Partial Withdrawals
18	Policy Summary; Tax Considerations; Detailed Information about the Policy; Security Life Separate Account L1; Persistency Refund
19	Reports to Owners; Notification and Claims Procedures; Performance Information (Appendix C)
20	See 10(g) & 10(a)
21	Policy Loans
22	Policy Summary; Premium Payments; Grace Period; Security Life Separate Account L1; Detailed Information about the Policy
23	Inapplicable
24	Inapplicable
25	Security Life of Denver Insurance Company
26	Inapplicable
27, 28, 29, 30	Security Life of Denver Insurance Company
31, 32, 33, 34	Inapplicable
35	Inapplicable
36	Inapplicable
37	Inapplicable
38, 39, 40, 41(a)	General Policy Provisions; Distribution of the Policies; Security Life of Denver Insurance Company
41(b), 41(c), 42, 43	Inapplicable
44	Determining Values in the Variable Division; How We Calculate Accumulation Unit Values
45	Inapplicable
46	Partial Withdrawals; Detailed Information about the Policy
47, 48, 49, 50	Inapplicable
51	Detailed Information about the Policy
52	Determining Values in the Variable Division; Right to Change Operations
53(a)	Tax Considerations
53(b), 54, 55	Inapplicable
56, 57, 58	Inapplicable
59	Financial Statements

Prospectus
FIRSTLINE VARIABLE UNIVERSAL LIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by

Security Life of Denver Insurance Company
and
Security Life Separate Account L1

Consider carefully the policy charges and deductions beginning on page 50 in this prospectus.

You should read this prospectus and keep it for future reference. A prospectus for each underlying investment portfolio must accompany and should be read together with this prospectus.

This policy is not available in all jurisdictions. This policy is not offered in any jurisdiction where this type of offering is not legal. Depending on the state where it is issued, policy features may vary. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different.

We and our affiliates offer other products to insure people which may or may not better match your needs.

Replacing your existing life insurance policy(ies) with this policy may not be beneficial to you. Your existing policy may be subject to fees or penalties upon surrender or cancellation.

Your Policy

• is a flexible premium variable universal life insurance policy
• is issued by Security Life of Denver Insurance Company
• is guaranteed not to lapse during the first three policy years if you meet certain requirements
• is returnable by you during the free look period if you are not satisfied.

Your Premium Payments

• are flexible, so the premium amount and frequency may vary
• are allocated to variable investment options and the guaranteed interest division, based on your instructions
• are subject to specified deductions.

Your Account Value

• is the sum of your holdings in the variable division, the guaranteed interest division and the loan division
• has no guaranteed minimum value under the variable division. The value varies with the value of the underlying investment portfolio
• has a minimum guaranteed rate of return for amounts in the guaranteed interest division
• is subject to specified expenses and charges, including possible surrender charges.

Death Proceeds

• are paid if the policy is in force when the insured person dies
• are equal to the death benefit minus an outstanding policy loan, accrued loan interest and unpaid charges incurred before the insured person dies
• are calculated under your choice of options:
  * Option 1 - a fixed minimum death benefit;
  * Option 2 - a stated death benefit plus your account value;
  * Option 3 - for policies delivered on or before December 31, 1997, a stated death benefit plus the sum of the premium payments we receive minus partial withdrawals you have taken
• are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.

Neither the SEC nor any state securities commission has approved these securities or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This life insurance policy IS NOT a bank deposit or obligation, federally insured or backed by any bank or government agency.

Date of Prospectus May 1, 2001

ISSUED BY:	Security Life of Denver    Insurance Company ING Security Life Center 1290 Broadway Denver, CO 80203-5699 (800) 525-9852	UNDERWRITTEN BY:	ING America Equities, Inc. 1290 Broadway Denver, CO 80203-5699 (303) 860-2000
THROUGH ITS:	Separate Account L1
ADMINISTERED BY:	Customer Service Center P.O. Box 173888 Denver, CO 80217-3888 (800) 848-6362

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TABLE OF CONTENTS

POLICY SUMMARY	4
Your Policy	4
Free Look Period	4
Premium Payments	4
Charges and Deductions	4
Guaranteed Interest Division	6
Variable Division	6
Policy Values	10
Transfer of Account Value	10
Special Policy Features	10
Policy Modification, Termination and Continuation Features	11
Death Benefits	11
Tax Considerations	11
INFORMATION ABOUT SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS	14
Security Life of Denver Insurance Company	14
Security Life Separate Account L1	14
Guaranteed Interest Division	21
DETAILED INFORMATION ABOUT THE POLICY	21
Applying for a Policy	21
Temporary Insurance	21
Policy Issuance	22
Premium Payments	23
Premium Payments Affect Your Coverage	25
Death Benefits	25
Riders	31
Special Features	34
Persistency Refund	35
Policy Values	35
Transfer of Account Value	37
Dollar Cost Averaging	37
Automatic Rebalancing	38
Policy Loans	39
Partial Withdrawals	40
Lapse	41
Reinstatement	43
Surrender	43
General Policy Provisions	44
Free Look Period	44
Your Policy	44
Guaranteed Issue	44
Age	44
Ownership	45
Beneficiaries	45
Collateral Assignment	45
Incontestability	45
Misstatements of Age or Gender	45
Suicide	45
Transaction Processing	46
Notification and Claims Procedures	46
Telephone Privileges	46
Non-participation	47
Distribution of the Policies	47
Advertising Practices and Sales Literature	47
Settlement Provisions	48
Administrative Information About the Policy	48
CHARGES AND DEDUCTIONS	50
Deductions from Premium	50
Daily Deductions from the Separate Account	50
Monthly Deductions from Account Value	51
Policy Transaction Fees	52
Surrender Charge	52
Administrative Surrender Charge	53
Sales Surrender Charge	53
Group or Sponsored Arrangements, or Corporate Purchasers	55
TAX CONSIDERATIONS	55
Tax Status of the Policy	55
Diversification and Investor Control Requirements	56
Tax Treatment of Policy Death Benefits	56
Modified Endowment Contracts	57
Multiple Policies	57
Distributions Other than Death Benefits from Modified Endowment Contracts	57
Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts	57
Investment in the Policy	58
Policy Loans	58
Continuation of Policy Beyond Age 100	58
Section 1035 Exchanges	58
Tax-exempt Policy Owners	58
Possible Tax Law Changes	58
Changes to Comply with the Law	58
Other	59
ADDITIONAL INFORMATION	60
Directors and Officers	60
Regulation	61
Legal Matters	61
Legal Proceedings	61
Experts	61
Registration Statement	61
FINANCIAL STATEMENTS	62
APPENDIX A	185
APPENDIX B	186
APPENDIX C	187

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POLICY SUMMARY

Your Policy

Your policy provides life insurance protection on the insured person. The policy includes the basic policy, applications and riders or endorsements. As long as the policy remains in force, we pay a death benefit at the death of the insured person. While your policy is in force, you may access a portion of your policy value by taking loans or partial withdrawals. You may surrender your policy for its net cash surrender value. At the policy anniversary nearest the insured person's 100^th birthday if the insured person is still alive you may surrender your policy or continue it under the continuation of coverage option. See Policy Maturity, page 34, and Continuation of Coverage, page 34.

Life insurance is not a short-term investment. You should evaluate your need for life insurance coverage and this policy's long-term investment potential and risks before purchasing a policy.

We pay compensation to firms for sales of this policy. See Distribution of the Policies, page 47.

Free Look Period

Within limits as specified by law, you have the right to examine your policy and return it for a refund of all premium payments we have received or the account value, if you are not satisfied for any reason.

The policy is then void. See Free Look Period, page 44.

Premium Payments

The policy is a flexible premium policy because the amount and frequency of the premium payments you make may vary within limits. You must make premium payments:

• for us to issue your policy;
• sufficient to keep your policy in force; and
• as necessary to continue certain benefits.

Depending on the amount of premium you choose to pay, it may not be enough to keep your policy or certain riders in force. See Premium Payments Affect Your Coverage, page 25.

Allocation of Net Premium

This policy has premium-based charges which are subtracted from your payments. We add the balance, or net premium, to your policy based on your investment instructions. You may allocate the net premium among one or more variable investment options and the guaranteed interest division. See Allocation of Net Premium, page 24.

Charges and Deductions

All charges presented here are guaranteed unless stated otherwise.

_______________________

This summary highlights some important points about your policy. The policy is more fully described in the attached, complete prospectus. Please read it carefully. "We," "us," "our" and the "company" refer to Security Life of Denver Insurance Company. "You" and "your" refer to the policy owner. The owner is the individual, entity, partnership, representative or party who may exercise all rights over the policy and receive the policy benefits during the insured person's lifetime.

State variations are covered in a special policy form used in that state. This prospectus provides a general description of the policy. Your actual policy and any riders are the controlling documents. If you would like to review a copy of the policy and riders, contact our customer service center or your agent/registered representative.

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Charges

Other Than Investment Portfolio Annual Expenses
(See Charges and Deductions, page 50)

Premium Deductions

Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Tax Charges	Each premium payment received	2.5% for state and local taxes; 1.5% for estimated federal income tax treatment of deferred acquisition costs.	All policies.
Sales Charge	Each premium payment received	Percentage of policy based on policy or segment issue age: 2.25% for age 0-49; 3.25% for age 50-59; 4.25% for age 60-85.	All policies.
Policy Charges
Mortality & Expense Risk Charge	Daily, included in unit value calculation	0.002055% daily (0.75% annually)	All Policies
Policy Charge	Monthly from account value	$10 per month for first three policy years.	All Policies
Administrative Charge	Monthly from account value	$3 per month plus $0.0125 per $1,000 of stated death benefit or target death benefit, if greater. $18 monthly maximum.	All Policies
Cost of Insurance Charge	Monthly from account value	Varies based on current cost of insurance rates and net amount at risk. Current cost of insurance rates depend on age, gender, policy duration, amount of target death benefit and premium class.	All Policies
Rider Charges	Monthly from account value	Varies depending on the rider benefits you choose.	Policies with Riders
Guaranteed Minimum Death Benefit Charge (if selected)	Monthly from account value	Currently, $0.005 per $1,000 of the stated death benefit during guarantee period. $0.01 per $1,000 stated death benefit guaranteed maximum.	Policies electing guaranteed minimum death benefit

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Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Transaction Fees
Surrender Charge	First fourteen policy/ segment years upon decrease in death benefit or full or partial surrender from account value	Administrative Surrender Charge - price per $1,000 stated death benefit based on insured person's age at policy or segment date. Guaranteed maximum of $6.50 per $1,000 of stated death benefit. Sales Surrender Charge - up to 50% of standard target premium.	Policies which surrender, decrease death benefit, or take withdrawals
Partial Withdrawal Fee	Transaction date from account value	Two percent, up to $25.	Policies which take withdrawals
Excess Illustration Fee	Transaction date from account value	$25 per illustration.	Policies getting more than one illustration per policy year

Guaranteed Interest Division

The guaranteed interest division guarantees principal and is part of our general account. Amounts you direct into the guaranteed interest division are credited with interest at a fixed rate. See Guaranteed Interest Division, page 21.

Variable Division

If you invest in the variable investment options, you may make or lose money depending on market conditions. The variable investment options are described in the prospectuses for the underlying investment portfolios. Each investment portfolio has its own investment objective. See Investment Portfolio Objectives, page 15.

The separate account purchases shares of the investment portfolios, at net asset value. This price reflects investment management fees, 12b-1 fees and other direct expenses deducted from the portfolio assets as described in the following table. The fees and expenses are shown in gross amounts and net amounts after waiver or reimbursement of fees or expenses by the investment portfolio advisers.

The information in this table was provided to us by the portfolios and we have not independently verified this information.

These expenses are not direct charges against variable division assets or reductions from contract values; rather, these expenses are included in computing each underlying portfolio's net asset value, which is the share price used to calculate the unit values of the variable investment options. For a more complete description of the portfolios' costs and expenses, see the prospectuses for the portfolios.

We receive 12b-1 fees from some investment portfolios. Some investment portfolio advisers and distributors (or their affiliates) may pay us compensation for servicing, distribution, administration or other expenses. The amount of compensation is usually based on the aggregate assets of the investment portfolio from contracts that we issue or administer. Some advisers and distributors may pay us more or less than others. These advisers include AIM Advisors, Inc., Fidelity Management & Research Company, Fred Alger Management Inc., Directed Services Inc., INVESCO Funds Group Inc., Janus Capital, ING Pilgrim Investments, LLC, Putnam Investment Management, LLC and Van Eck Associates Corporation.

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Investment Portfolio Annual Expenses (As a Percentage of Portfolio Average Net Assets)

Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed1	Total Net Portfolio Expenses
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund	0.61%	N/A	0.21%	0.82%	N/A	0.82%
AIM V.I. Government Securities Fund 2	0.50%	N/A	0.47%	0.97%	N/A	0.97%
The Alger American Fund
Alger American Growth Portfolio	0.75%	0.0%	0.04%	0.79%	N/A	0.79%
Alger American Leveraged AllCap Portfolio	0.85%	0.0%	0.05%	0.90%	N/A	0.90%
Alger American MidCap Growth Portfolio	0.80%	0.0%	0.04%	0.84%	N/A	0.84%
Alger American Small Capitalization           Portfolio	0.85%	0.0%	0.05%	0.90%	N/A	0.90%
Fidelity Variable Insurance Products Fund
VIP Growth 3	0.57%	N/A	0.08%	0.65%	N/A	0.65%
VIP Money Market 4	0.27%	N/A	0.08%	0.35%	N/A	0.35%
VIP Overseas 3	0.72%	N/A	0.17%	0.89%	N/A	0.89%
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager	0.53%	N/A	0.08%	0.61%	N/A	0.61%
VIP II Index 500 5	0.24%	N/A	0.09%	0.33%	N/A	0.33%
The GCG Trust 6
Fully Managed	0.95%	N/A	0.01%	0.96%	N/A	0.96%
Mid-Cap Growth Portfolio	0.88%	N/A	0.01%	0.89%	N/A	0.89%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF-Equity Income Fund 7	0.75%	N/A	0.33%	1.08%	0.00%	1.08%
INVESCO VIF-High Yield Fund 7	0.60%	N/A	0.45%	1.05%	0.00%	1.05%
INVESCO VIF-Small Company Growth           Fund 7, 8	0.75%	N/A	0.68%	1.43%	0.06%	1.37%
INVESCO VIF-Total Return Fund 7, 9	0.75%	N/A	0.69%	1.44%	0.23%	1.21%
INVESCO VIF-Utilities Fund 7, 10	0.60%	N/A	0.81%	1.41%	0.19%	1.22%
Janus Aspen Series Service Shares 11
Janus Aspen Aggressive Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen International Growth	0.65%	0.25%	0.06%	0.96%	N/A	0.96%
Janus Aspen Worldwide Growth	0.65%	0.25%	0.05%	0.95%	N/A	0.95%
Neuberger Berman Advisers Management Trust
Growth Portfolio	0.82%	N/A	0.08%	0.90%	0.00%	0.90%
Limited Maturity Bond Portfolio	0.65%	N/A	0.11%	0.76%	0.00%	0.76%
Partners Portfolio	0.82%	N/A	0.10%	0.92%	N/A	0.92%
Pilgrim Variable Products Trust 12
Growth Opportunities Portfolio 13	0.75%	N/A	1.44%	2.19%	1.29%	0.90%
MagnaCap Portfolio 13	0.75%	N/A	7.15%	7.90%	7.00%	0.90%
MidCap Opportunities Portfolio 13	0.75%	N/A	5.01%	5.76%	4.86%	0.90%
SmallCap Opportunities Portfolio 13	0.75%	N/A	0.23%	0.98%	0.08%	0.90%

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Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed1	Total Net Portfolio Expenses
Putnam Variable Trust
Putnam VT Growth and Income Fund -           Class IB Shares 14	0.46%	0.25%	0.04%	0.75%	N/A	0.75%
Putnam VT New Opportunities Fund - Class           IB Shares 14	0.52%	0.25%	0.05%	0.82%	N/A	0.82%
Putnam VT Small Cap Value Fund - Class           IB Shares 14	0.80%	0.25%	0.30%	1.35%	N/A	1.35%
Putnam VT Voyager Fund - Class IB           Shares 14	0.51%	0.25%	0.05%	0.81%	N/A	0.81%
Van Eck Worldwide Insurance Trust 15
Worldwide Bond Fund	1.00%	N/A	0.21%	1.21%	0.06%	1.15%
Worldwide Emerging Markets Fund	1.00%	N/A	0.33%	1.33%	0.07%	1.26%
Worldwide Hard Assets Fund	1.00%	N/A	0.16%	1.16%	0.02%	1.14%
Worldwide Real Estate Fund	1.00%	N/A	1.27%	2.27%	0.82%	1.45%
Security Life of Denver Insurance Company
Guaranteed Interest Division	N/A	N/A	N/A	N/A	N/A	N/A

_________________________

¹     Neuberger Berman Management Inc. ("NBMI") has undertaken through April 30, 2002 to reimburse certain operating expenses, excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 1% of the Portfolios' average daily net asset value.

²     Included in AIM V.I. Government Securities Fund's "Other Expenses" is 0.12% of interest expense.

³     Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses, and/or because through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's custodian expenses. See the accompanying fund prospectus for details.

⁴     The annual class operating expenses provided are based on historical expenses, adjusted to reflect the current management fee structure.

⁵     The fund's manager has voluntarily agreed to reimburse the class's expenses if they exceed a certain level. Including this reimbursement, the annual class operating expenses were 0.28%. This arrangement may be discontinued by the fund's manager at any time.

⁶     The GCG Trust pays Directed Services, Inc. ("DSI") for its services a monthly management fee based on the annual rates of the average daily net assets of the investment portfolios. DSI (and not the GCG Trust) in turn pays each portfolio manager a monthly fee for managing the assets of the portfolios.

⁷     The Portfolios' "Other Expenses" and "Total Portfolio Expenses" were lower than the figure shown because their custodian fees were reduced under expense offset arrangements.

⁸     INVESCO absorbed a portion of VIF-Small Company Growth Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.62% and 1.37%, respectively.

⁹     INVESCO absorbed a portion of VIF-Total Return Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.46% and 1.21%, respectively.

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¹⁰     INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.62% and 1.22%, respectively.

¹¹     Janus Aspen Service Shares has a distribution plan or "Rule 12b-1 plan" which is described in the funds' prospectuses. Expenses are based on expenses for the fiscal year ended December 31, 2000, restated to reflect a reduction in the management fee for those portfolios. All expenses are shown without the effect of any expense offset arrangements.

¹²     The table shows the estimated operating expenses for each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year and fee waivers to which the Adviser has agreed for each Portfolio.

¹³     ING Pilgrim Investments has entered into written expense limitation agreements with each Portfolio which it advises under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible reimbursement to ING Pilgrim Investments within three years. The expense limit for each such Fund is shown as "Total Net Portfolio Expenses." For each Portfolio, the expense limits will continue through at least December 31, 2001.

¹⁴     Restated to reflect an increase in 12b-1 fees currently payable to Putnam Investment Management, LLC ("Putnam Management"). The Trustees currently limit payments on class IB shares to 0.25% of average net assets. Actual 12b-1 fees during the most recent fiscal year were 0.15% of average net assets.

¹⁵     Operating Expenses for the Worldwide Hard Assets Fund, the Worldwide Emerging Markets Fund and the Worldwide Real Estate Fund were reduced by a brokerage agreement where the Funds direct certain portfolio trades to a broker that, in return, pays a portion of the Funds' operating expenses. The Adviser agreed to assume expenses on the Worldwide Emerging Markets Fund and the Worldwide Real Estate Fund exceeding 1.30% and 1.50%, respectively, of average daily net assets except interest, taxes, brokerage commissions and extraordinary expenses for the year ended December 31, 2000. Without such absorption, Other Expenses were 0.16% for the Worldwide Hard Assets Fund, 0.33% for the Worldwide Emerging Markets Fund and 1.27% for the Worldwide Real Estate Fund for the year ended December 31, 2000 and Total Expenses were 1.16%, 1.33% and 2.27%, respectively.

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Policy Values

Your policy account value is the amount you have in the guaranteed interest division, plus the amount you have in each variable investment option. If you have an outstanding policy loan, your account value includes the amount in the loan division. See Policy Values, page 35, and Partial Withdrawals, page 40.

Your Account Value in the Variable Division

Accumulation units are the way we measure value in the variable division. Accumulation unit value is the value of one unit of a variable investment option on a valuation date. Each variable investment option has a different accumulation unit value. See Determining Values in the Variable Division, page 35.

The accumulation unit value for each variable investment option reflects the investment performance of the underlying investment portfolio during the valuation period. Each accumulation unit value reflects the expenses of the investment portfolios. See Determining Values in the Variable Division, page 35, and How We Calculate Accumulation Unit Values, page 36.

Transfer of Account Value

You may make an unlimited number of free transfers among the variable investment options or to the guaranteed interest division each policy year. There are restrictions on transfers from the guaranteed interest division. The minimum transfer amount is $100. See Transfer of Account Value, page 37.

Special Policy Features

Designated Deduction Option

You may designate one investment option from which we will deduct all of your monthly deductions. See Designated Deduction Option, page 34.

Riders

You may attach additional benefits to your policy by rider. In most cases, we deduct a monthly charge from your account value for these benefits. See Riders, page 31.

Dollar Cost Averaging

Dollar cost averaging is a systematic plan of transferring account values to selected investment options. It is intended to protect your policy's value from short-term price fluctuations. However, dollar cost averaging does not assure a profit, nor does it protect against a loss in a declining market. Dollar cost averaging is free. See Dollar Cost Averaging, page 37.

Automatic Rebalancing

Automatic rebalancing periodically reallocates your net account value among your selected investment options to maintain your specified distribution of account value among those investment options. Automatic rebalancing is free. See Automatic Rebalancing, page 38.

Loans

You may take loans against your policy's net cash surrender value. We charge an annual loan interest rate of 3.75%. We credit an annual interest rate of 3% on amounts held in the loan division as collateral for your loan. Beginning in your eleventh policy year, where permitted by law, we may include amounts in the loan division for calculation of your policy's persistency refund. See Policy Loans, page 39.

Policy loans reduce your policy's death benefit and may cause your policy to lapse.

Loans may have tax consequences. See Tax Considerations, page 55.

Partial Withdrawals

You may withdraw part of your net cash surrender value after your first policy anniversary. You may make twelve partial withdrawals per policy year. Partial withdrawals may reduce your policy's death benefit and will reduce your account value. We assess a fee for each partial withdrawal; surrender charges may apply as well. See Partial Withdrawals, page 40.

Some policies with a high account value may qualify for a partial withdrawal before the first policy anniversary. Partial withdrawals may have tax consequences. See Partial Withdrawals, page 40, and Tax Considerations, page 55.

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Persistency Refund

After your tenth policy anniversary, where permitted by law, we add a persistency refund to your account value. See Persistency Refund, page 35.

Policy Modification, Termination and Continuation Features

Right to Exchange Policy

For 24 months after the policy date you may exchange your policy for a guaranteed policy, unless state law requires differently. There is no charge for this exchange. See Right to Exchange Policy, page 34.

Surrender

You may surrender your policy for its net cash surrender value at any time before the death of the insured person. All insurance coverage ends on the date we receive your request. If the surrender charge exceeds the available cash value, there will be no proceeds paid to you on surrender. See Surrender, page 43.

A surrender may have tax consequences. See Tax Considerations, page 55.

Lapse

In general, insurance coverage continues as long as your net cash surrender value is enough to pay the monthly deductions. However, your policy and its riders are guaranteed not to lapse during the first three years of your policy if the conditions of the special continuation period have been met. See Lapse, page 41, and Special Continuation Period, page 24.

Reinstatement

You may reinstate your policy and riders within five years of its lapse if you still own the policy and the insured person is still insurable. You will also need to pay the required reinstatement premium.

If you had a policy loan existing when coverage ended, we will reinstate it with accrued loan interest to the date of the lapse. See Reinstatement, page 43.

If the guaranteed minimum death benefit lapses and you do not correct it, this feature terminates. Once it terminates, you cannot reinstate this feature.

Policy Maturity

If the insured person is still living on the maturity date (the policy anniversary nearest the insured person's 100^th birthday) and you do not choose continuation of coverage, you must surrender your policy. We will pay the net account value. Your policy then ends. See Policy Maturity, page 34.

Continuation of Coverage

At the maturity date, if the insured person is living and the policy is in force, you may choose to let the continuation of coverage feature become effective. See Continuation of Coverage, page 34.

Death Benefits

After the insured person's death, we pay death proceeds to the beneficiaries if your policy is in force. Based on the death benefit option you have chosen and whether or not you have coverage under an adjustable term insurance rider, your policy's death benefit may vary.

Generally we require a minimum stated death benefit of $50,000 to issue your policy.

We may lower this minimum for group or sponsored arrangements, or corporate purchasers. A separate cost of insurance applies to your base death benefit.

Tax Considerations

Under current federal income tax law, death benefits of life insurance policies generally are not subject to income tax. In order for this treatment to apply, the policy must qualify as a life insurance contract. We believe it is reasonable to conclude that the policy will qualify as a life insurance contract. See Tax Status of the Policy, page 55.

Assuming the policy qualifies as a life insurance contract under current federal income tax law, your account value earnings are generally not subject to income tax as long as they remain within your policy.

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However depending on circumstances, the following events may cause taxable consequences for you:

• partial withdrawals
• loans
• surrender
• lapse.

In addition, if your policy is a modified endowment contract, a loan against or secured by the policy may cause income taxation. A penalty tax may be imposed on a distribution from a modified endowment contract as well. See Modified Endowment Contracts, page 57.

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. A business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

You should consult a qualified legal or tax adviser before you purchase your policy.

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How the Policy Works

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INFORMATION ABOUT ING SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS

Security Life of Denver Insurance Company

Security Life of Denver Insurance Company ("ING Security Life") is a stock life insurance company organized under the laws of the State of Colorado in 1929. Our headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are admitted to do business in the District of Columbia and all states except New York. At the close of 2000, the company had over $41.5 billion of life insurance in force. As of December 31, 2000 the total assets were over $8.8 billion and capital and surplus were over $491 million measured on a statutory basis of accounting, as prescribed or permitted by the Colorado Division of Insurance.

ING Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING"). ING ranks 10th among the top 20 global financial institutions by market capitalization. (Source: ING Group, market capitalization of $80.3 billion as of Nov. 30, 2000). ING is headquartered in Amsterdam, The Netherlands. It has consolidated assets over $604.6 billion on a Dutch (modified U.S.) generally accepted accounting principles basis, as of December 31, 2000.

ING offers a complete line of life insurance products, including:

• annuities
• individual life
• group life
• pension products
• market life reinsurance.

The principal underwriter and distributor for our policies is ING America Equities, Inc. ING America Equities is a stock corporation organized under the laws of the State of Colorado in 1993. It is a wholly owned subsidiary of ING Security Life and is registered as a broker/dealer with the SEC and the NASD. ING America Equities, Inc., is located at 1290 Broadway, Denver, Colorado 80203-5699.

Security Life Separate Account L1

Separate Account Structure

We established Security Life Separate Account L1 (the "separate account") on November 3, 1993, under Colorado insurance law. It is a unit investment trust, registered with the SEC under the Investment Company Act of 1940. The SEC does not supervise our management of the separate account or ING Security Life.

The separate account is used to support our variable life insurance policies and for other purposes allowed by law and regulation. We may offer other variable life insurance contracts with different benefits and charges that invest in the separate account. We do not discuss these contracts in this prospectus. The separate account may invest in other securities not available for the policy described in this prospectus.

The company owns all the assets in the separate account. We credit gains to or charge losses against the separate account without regard to performance of other investment accounts.

Order of Separate Account Liabilities

State law provides that we may not charge general account liabilities against the separate account's assets equal to its reserves and other liabilities. This means that if we ever became insolvent, the separate account assets will be used first to pay separate account policy claims. Only if separate account assets remain after these claims have been satisfied can these assets be used to pay other policy owners and creditors.

The separate account may have liabilities from assets credited to other variable life policies offered by the separate account. If the assets of the separate account are greater than required reserves and policy liabilities, we may transfer the excess to our general account.

Investment Options

Investment options include the variable and the guaranteed interest divisions, but not the loan division. The separate account has several variable investment options which invest in shares of

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underlying investment portfolios. The investment performance of a policy depends on the performance of the investment portfolios you choose.

Investment Portfolios

Each of the investment portfolios is a separate series of an open-end management investment company. The investment company receives investment advice from a registered investment adviser who, other than Directed Services, Inc., is not associated with us.

The investment portfolios sell shares to separate accounts of insurance companies. These insurance companies may or may not be affiliated with us. This is known as "shared funding." Investment portfolios may sell shares as the underlying investment for both variable annuity and variable life insurance contracts. This process is known as "mixed funding."

The investment portfolios may sell shares to certain qualified pension and retirement plans that qualify under Section 401 of the Internal Revenue Code ("IRC"). As a result, a material conflict of interest may arise between insurance companies, owners of different types of contracts and retirement plans, or their participants.

If there is a material conflict, we will consider what should be done, including removing the investment portfolio from the separate account. There are certain risks with mixed and shared funding, and with selling shares to qualified pension and retirement plans. See the investment portfolios' prospectuses.

Investment Portfolio Objectives

Each investment portfolio has a different investment objective that it tries to achieve by following its own investment strategy. The objectives and policies of each investment portfolio affect its return and its risks. With this prospectus, you must receive the current prospectus for each investment portfolio. We summarize the investment objectives for each investment portfolio here. You should read each investment portfolio prospectus.

Certain investment portfolios offered under this policy have investment objectives and policies similar to other funds managed by the portfolio's investment adviser. The investment results of a portfolio may be higher or lower than those of other funds managed by the same adviser. There is no assurance, and no representation is made, that the investment results of any investment portfolio will be comparable to those of another fund managed by the same investment adviser.

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
AIM V.I. Capital Appreciation Fund	Investment Company: AIM Variable Insurance Funds Investment Adviser: A I M Advisors, Inc.	Seeks growth of capital.
AIM V.I. Government Securities Fund	Investment Company: AIM Variable Insurance Funds Investment Adviser: A I M Advisors, Inc.	Seeks to achieve a high level of current income.
Alger American Growth Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the portfolio invests primarily in the equity securities of large companies. The portfolio considers a large company to have a market capitalization of $1 billion or greater.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Alger American Leveraged AllCap Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by investing, under normal circumstances, in the equity securities of companies of any size which demonstrate promising growth potential. The portfolio can leverage, that is, borrow money, up to one-third of its total assets to buy additional securities. By borrowing money, the portfolio has the potential to increase its returns if the increase in the value of the securities purchased exceeds the cost of borrowing, including interest paid on the money borrowed.
Alger American MidCap Growth Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on midsize companies with promising growth potential. Under normal circumstances, the portfolio invests primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index.
Alger American Small Capitalization Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on small, fast-growing companies that offer innovative products, services or technologies to a rapidly expanding marketplace. Under normal circumstances, the portfolio invests primarily in the equity securities of small capitalization companies. A small capitalization company is one that has a market capitalization within the range of the Russell 2000 Growth Index or the S&P SmallCap 600 Index.
VIP Growth Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks capital appreciation by investing in common stocks of companies that it believes have above-average growth potential, either domestic or foreign issuers.
VIP Money Market Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks as high a level of current income as is consistent with the preservation of capital and liquidity by investing in U.S. dollar-denominated money market securities, including U.S. Government securities and repurchase agreements, and entering into reverse repurchase agreements.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIP Overseas Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks long-term growth of capital by investing at least 65% of total assets in foreign securities.
VIP II Asset Manager Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP II Index 500 Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company Sub-Advisor: Bankers Trust Company	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States as represented by the S&P® 500.
Fully Managed	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: T. Rowe Price Associates, Inc.	Seeks, over the long term, a high total investment return consistent with the preservation of capital and with prudent investment risk. Invests primarily in the common stocks of established companies believed by the portfolio manager to have above-average potential for capital growth.
Mid-Cap Growth Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital. Invests primarily in equity securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential.
VIF-Equity Income Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks high total return through both growth and current income by investing primarily in dividend-paying common and preferred stocks. The rest of the fund's assets are invested in debt securities, and lower-grade debt securities.
VIF-High Yield Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to provide a high level of current income by investing primarily in debt securities and preferred stock, with medium to lower credit ratings, including securities issued by foreign companies. It also seeks capital appreciation.
VIF-Small Company Growth Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks long-term capital growth by investing primarily in equity securities of companies with market capitalizations of $2 billion or less at the time of purchase. The remainder of the fund's assets can be invested in a wide range of securities that may or may not be issued by small companies.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIF-Total Return Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to provide high total return through both growth and current income by investing primarily in a combination of common stocks of companies with a strong history of paying regular dividends and in debt securities. The remaining assets of the fund are allocated among these and other investments at INVESCO's discretion, based upon current business, economic and market conditions.
VIF-Utilities Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks capital appreciation and income by investing primarily in companies doing business in the utilities economic sector. The remainder of the fund's assets are not required to be invested in the utilities economic sector.
Aspen Aggressive Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing primarily in common stocks selected for their growth potential and normally investing at least 50% of its equity assets in medium-sized companies which fall within the range of companies in the S&P® MidCap 400 Index.
Aspen Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks selected for their growth potential. Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies.
Aspen International Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing at least 65% of its total assets in securities of issuers from at least five different countries, excluding the United States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.
Aspen Worldwide Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks of companies of any size throughout the world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even in a single country.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Growth Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks growth of capital by investing mainly in common stock mid-capitalization companies.
Limited Maturity Bond Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks the highest available current income consistent with liquidity and low risk to principal by investing mainly in investment-grade bonds and other debt securities from U.S. Government and corporate issuers.
Partners Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks growth of capital by investing mainly in common stock of mid- to large-capitalization companies.
VP Growth Opportunities Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	This fund seeks long-term growth of capital.
VP MagnaCap Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	The fund seeks growth of capital with dividend income as a secondary consideration.
VP MidCap Opportunities Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	This fund seeks long-term capital appreciation.
VP SmallCap Opportunities Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	This fund seeks capital appreciation.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Putnam VT Growth and Income Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks capital growth and current income by investing mainly in common stocks of U.S. companies with a focus on value stocks that offer the potential for capital growth, current income or both.
Putnam VT New Opportunities Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks long-term capital appreciation by investing mainly in commons stocks of U.S. companies with a focus on growth stocks within sectors believed to have high growth potential.
Putnam VT Small Cap Value Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks capital appreciation by investing in common stocks of U.S. companies with a focus on value stocks.
Putnam VT Voyager Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks to provide capital appreciation by investing in stocks of U.S. companies with a focus on growth stocks.
Worldwide Bond Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks high total return--income plus capital appreciation--by investing globally, primarily in a variety of debt securities.
Worldwide Emerging Markets Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks long-term capital appreciation by investing in equity securities in emerging markets around the world.
Worldwide Hard Assets Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks long-term capital appreciation by investing primarily in "hard asset securities." Hard assets include precious metals, natural resources, real estate and commodities. Income is a secondary consideration.
Worldwide Real Estate Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks high total return by investing in equity securities of companies that own significant real estate or that principally do business in real estate.

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Guaranteed Interest Division

You may allocate all or a part of your net premium and transfer your net account value into the guaranteed interest division. The guaranteed interest division guarantees principal and is part of our general account. It pays interest at a fixed rate that we declare.

The general account contains all of our assets other than those held in the separate account (variable investment options) or other separate accounts.

The general account supports our non-variable insurance and annuity obligations. We have not registered interests in the guaranteed interest division under the Securities Act of 1933. Also, we have not registered the guaranteed interest division or the general account as an investment company under the Investment Company Act of 1940 (because of exemptive and exclusionary provisions). This means that the general account, the guaranteed interest division and its interests are generally not subject to regulation under these Acts.

The SEC staff has not reviewed the disclosures in this prospectus relating to the general account and the guaranteed interest division. These disclosures, however, may be subject to certain requirements of the federal securities law regarding accuracy and completeness of statements made.

The amount you have in the guaranteed interest division is the net premium you allocate to that division, plus amounts you transfer to it, plus interest earned, minus amounts you transfer out or withdraw. It may be reduced by deductions for charges based on your account value allocated to it.

We declare the interest rate that applies to all amounts in the guaranteed interest division. This interest rate is never less than the minimum guaranteed interest rate of 3.0%. The credited interest rate will be in effect for an initial twelve-month period. Thereafter, the credited interest rate will be guaranteed for successive twelve months at an interest rate current at that time. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the guaranteed interest division on a daily basis. We pay interest regardless of the actual investment performance of our account. We bear all of the investment risk for the guaranteed interest division.

DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard FirstLine variable universal life insurance policy. There may be differences in the policy features, benefits and charges because of state requirements where we issue your policy. We describe all such differences in your policy.

If you would like to know about variations specific to your state, please ask your agent/registered representative. ING Security Life can provide him/her with the list of variations that will apply to your policy.

Applying for a Policy

You purchase this variable universal life policy by submitting an application to us. On the policy date, the insured person generally should be no older than age 85. The minimum age to issue a policy for tobacco users is age 15. For guaranteed issue policies, the maximum issue age generally is 70. The insured person is the person on whose life we issue the policy. See Age, page 44.

You may request that we back-date the policy up to six months to allow the insured person to give proof of a younger age for the purposes of your policy.

From time to time, we may accept an insured person who exceeds our normal maximum age limit. We will not unfairly discriminate in determining the maximum age at issue. All exceptions to our normal limit are dependent upon our ability to obtain acceptable reinsurance coverage for our risk with an older insured.

We and our affiliates offer other products to insure people which may or may not better match your needs.

Temporary Insurance

If you apply and qualify, we may issue temporary insurance in an amount equal to the face amount of insurance for which you applied. The maximum amount of temporary insurance for binding limited life insurance coverage is $3 million, which includes other in-force coverage you have with us.

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Temporary coverage begins when all of the following events have occurred:

• you have completed and signed our binding limited life insurance coverage form;
• we receive and accept a premium payment of at least your scheduled premium (selected on your application); and
• part I of the application is complete.

Temporary life insurance coverage ends on the earliest of:

• the date we return your premium payments
• five days after we mail notice of termination to the address on your application
• the date your policy coverage starts
• the date we refuse to issue a policy based on your application
• 90 days after you sign our binding limited life insurance coverage form.

There is no death benefit under the temporary insurance agreement if any of the following events occurs:

• there is a material misrepresentation in your answers on the binding limited life insurance coverage form
• there is a material misrepresentation in statements on your application
• the person or persons intended to be insured die by suicide or self-inflicted injury
• the bank does not honor your premium check.

Policy Issuance

Before we issue a policy, we require satisfactory evidence of insurability of the insured person and payment of your initial premium. This evidence may include completion of underwriting and issue requirements.

The policy date shown on your policy schedule determines:

• monthly processing dates
• policy months
• policy years
• policy anniversaries.

It is not affected by when you receive the policy. The policy date may be different from the date we receive your first premium payment. Generally, we charge monthly deductions from your policy date.

The policy date is determined one of three ways:

1. the date you designate on your application, subject to our approval.
2. the back-date of the policy to save age, subject to our approval and law.
3. if there is no designated date or back-date, the policy date is:

• the date all underwriting and administrative requirements have been met if we receive your initial premium before we issue your policy; or
• the date we receive your initial premium if it is after we approve your policy for issue.

If you choose to have your policy date be earlier than the date we issue your policy (called back-dating), then the following charges will be charged from that earlier date on your first monthly processing date:

• cost of insurance charges
• monthly rider charges
• monthly administrative charge
• policy charge
• mortality and expense risk charge
• Guaranteed Minimum Death Benefit Charge

If you have elected to backdate your policy which enables you to gain benefit of a lower age for the purposes of calculating the cost of insurance charges on your policy, you should understand there are some inherent costs associated with your decision to backdate. For each month that your policy is backdated, the applicable cost of insurance charges are accumulated and deducted from your initial premium payment. Thus, backdating your policy has the effect of lowering your initial net premium and thus the amount available to be allocated to the investment options. On backdated policies the accrued cost of insurance charges deducted from the initial premium result in policy values being lower than those in any policy illustrations you have received.

Definition of Life Insurance

At policy issue, you may choose one of two tests for the federal income tax definition of life insurance. You cannot change your choice later. The tests are the cash value accumulation test and the guideline premium/cash value corridor test. If you choose the

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guideline premium/cash value corridor test, we may limit premium payments relative to your policy death benefit under this test. See Tax Status of the Policy, page 55.

Premium Payments

You may choose the amount and frequency of premium payments, within limits. You cannot make premium payments after the death of the insured person or after the continuation of coverage period begins. See Continuation of Coverage, page 34.

We consider payments we receive to be premium payments if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your premium payment, we add the remaining net premium to your policy.

A payment is received by us when it is received at our offices. After you have paid your initial premium, we suggest you send payments directly to the Company, rather than through your agent/ registered representative, to assure the earliest crediting date.

Scheduled Premium

Your premium payments are flexible. You may select your scheduled (planned) premium (within our limits) when you apply for your policy. The scheduled premium, shown in your policy and schedule, is the amount you choose to pay over a stated time period. This amount may or may not be enough to keep your policy in force. You may receive premium reminder notices for the scheduled premium on a quarterly, semi-annual or annual basis. You are not required to pay the scheduled premium.

You may choose to pay your premium by electronic funds transfer each month. Your financial institution may charge for this service. If you choose to pay your initial premium by electronic transfer, please be sure to include the appropriate information as part of your application to avoid a delay in making your coverage effective.

You can change the amount of your scheduled premium within our minimum and maximum limits at any time. If you fail to pay your scheduled premium or if you change the amount of your scheduled premium, your policy performance will be affected.

During the special continuation period, your scheduled premium should not be less than the minimum annual premium shown in your policy.

If you want the guaranteed minimum death benefit, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Guaranteed Minimum Death Benefit, page 30.

Unscheduled Premium Payments

Generally speaking, you may make unscheduled premium payments at any time, however:

• We may limit the amount of your unscheduled premium payments that would result in an increase in the base death benefit amount required by the federal income tax law definition of life insurance. We may require satisfactory evidence that the insured person is insurable at the time that you make the unscheduled premium payment if the death benefit is increased due to your unscheduled premium payments.
• We may require proof that the insured person is insurable if your unscheduled premium payment will cause the net amount at risk to increase.
• We will return premium payments which are greater than the "seven-pay" limit for your policy if your payment would cause your policy to become a modified endowment contract, unless you have acknowledged in writing the new modified endowment contract status for your policy. The "seven-pay" limit is defined by the Internal Revenue Code and actuarially determined. It varies based on the age, gender and premium class of each insured, as well as the death benefit and additional benefits or riders on the policy. It is generally the maximum possible premium that we may receive during the first seven policy years in order for the policy not to be classified as a modified endowment contract.

See Modified Endowment Contracts, page 57, and Changes to Comply with the Law, page 58.

If you have an outstanding policy loan and you make an unscheduled payment, we will consider it a loan repayment, unless you tell us otherwise. If your payment is a loan repayment, we do not take tax or sales charges.

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Target Premium

Target premium is not based on your scheduled premium. Target premium is actuarially determined based on the age and gender of the insured person. The target premium is used to determine your initial sales charge and the sales compensation we pay. It may or may not be enough to keep your policy in force. You are not required to pay the target premium and there is no penalty for paying more or less. The target premium for your policy and additional segments is listed in your policy schedule pages. See Premium Payments, page 23.

Minimum Annual Premium

To qualify for the special continuation period, you must pay a minimum annual premium during each of your first three policy years.

Your minimum annual premium is based on:

• the insured person's age, gender and premium class
• the stated death benefit of your policy
• riders on your policy.

Your minimum annual premium is shown in the schedule pages of your policy. We may reduce the minimum annual premium for group or sponsored arrangements, or for corporate purchasers.

Special Continuation Period

The special continuation period (no lapse guarantee period) is the first three policy years. Under the special continuation period, we guarantee that your policy will not lapse, regardless of its net cash surrender value, if on a monthly processing date:

• premium you have paid, minus partial withdrawals that you have taken, minus outstanding policy loans, including accrued loan interest, is greater than or equal to;
• the minimum monthly premium for each policy month from the first month of your policy through the current monthly processing date.

The minimum monthly premium is one-twelfth of the minimum annual premium.

During the first three years of your policy, if there is not enough net cash surrender value to pay the monthly deductions and you have satisfied these requirements, we do not allow your policy to lapse. We do not permanently waive policy charges. Instead, we continue to deduct these charges which may result in a negative net cash surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly deductions owing. At the end of the special continuation period, to avoid lapse of your policy you must pay enough premium to bring the net cash surrender value to zero plus the amount that covers your estimated monthly deductions for the following two months. See Lapse, page 41.

Allocation of Net Premium

The net premium is the balance remaining after we deduct tax and sales charges from your premium payment.

Insurance coverage does not begin until we receive your initial premium. It must be at least the sum of the scheduled premium payments due from your policy date through your investment date.

The investment date is the first date we apply net premium to your policy. If we receive your initial premium after we approve your policy for issue, the investment date is the date we receive your initial premium.

We apply the initial net premium to your policy after all of the following conditions have been met:

• we receive the required amount of premium
• all issue requirements have been received by our customer service center
• we approve your policy for issue.

Amounts you designate for the guaranteed interest division will be allocated to that division on the investment date. If your state requires return of your premium during the free look period, we initially invest amounts you have designated for the variable division in Fidelity VIP Money Market. We later transfer these amounts from this Portfolio to your selected variable investment options, based on your most recent premium allocation instructions, at the earlier of the following dates:

• five days after we mailed your policy plus your state free look period has ended; or
• we have received your delivery receipt plus your state free look period has ended.

If your state provides for return of account value during the free look period (or no free look period), we invest amounts you designated for the variable investment options directly into your selected investment portfolios.

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We allocate all later premium payments to your policy on the valuation date of receipt. We use your most recent premium allocation instructions specified in whole numbers totaling 100%. A payment is received by us when it is received at our offices. After you have paid your initial premium, we suggest you send payments directly to the Company, rather than through your agent/registered representative, to assure the earliest crediting date.

Premium Payments Affect Your Coverage

Unless you have the guaranteed minimum death benefit feature or your policy is in the special continuation period, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your cash surrender value is more than your outstanding policy loan plus accrued loan interest. If you do not meet these conditions, your policy will enter the 61-day grace period and you must make a premium payment to avoid lapse. See Lapse, page 41, and Grace Period, page 41.

If you pay your minimum annual premium each year during the first three policy years and take no policy loan or withdrawals, we guarantee your policy and riders will not lapse during the special continuation period, regardless of your net cash surrender value. See Special Continuation Period, page 24.

Under the guaranteed minimum death benefit option, the base death benefit portion of your policy remains effective until the end of the guarantee period. The guaranteed minimum death benefit feature does not apply to riders which terminate when your policy is kept in force under this feature. You must meet all conditions of the guarantee. See Guaranteed Minimum Death Benefit, page 30.

Modified Endowment Contracts

There are special federal income tax rules for distributions from life insurance policies which are modified endowment contracts. These rules apply to policy loans, surrenders and partial withdrawals. Whether or not these rules apply depends upon whether or not the premium we receive is greater than the "seven-pay" limit.

If we find that your scheduled premium causes your policy to be a modified endowment contract on your policy date, we will require you to acknowledge that you know the policy is a modified endowment contract. We will issue your policy based on the scheduled premium you selected. If you do not want your policy to be issued as a modified endowment contract, you may reduce your scheduled premium to a level which does not cause your policy to be a modified endowment contract. We will then issue your policy based on the revised scheduled premium. See Modified Endowment Contracts, page 57.

Death Benefits

You decide the amount of insurance you need, now and in the future. You can combine the long-term advantages of permanent life insurance (base coverage) with the flexibility and short-term advantages of term life insurance. Both permanent and term life insurance are available with one policy. The stated death benefit is the permanent element of your policy. The adjustable term insurance rider is the term insurance element of your policy. See Adjustable Term Insurance Rider, page 31.

Generally, we require a minimum stated death benefit of $50,000. Our underwriting procedures in effect at the time you apply may limit the maximum stated death benefit.

If you have an adjustable term insurance rider at issue, we restrict your target death benefit to no more than eleven times your stated death benefit. See Adjustable Term Insurance Rider, page 31.

It may be to your economic advantage to include part of your insurance coverage under the adjustable term insurance rider. Both the cost of insurance under the adjustable term insurance rider and the cost of insurance for the base death benefit are deducted monthly from your account value and generally increase with the age of the insured person. Use of the adjustable term insurance rider may reduce sales compensation, but may increase the monthly cost of insurance. Coverage provided by the adjustable term insurance rider is not included in the guaranteed minimum death benefit. See Adjustable Term Insurance Rider, page 31.

Your death benefit is calculated as of the date of death of the insured person.

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Death Benefit Summary

This chart assumes no death benefit option changes and no requested or scheduled increases or decreases in stated or target death benefit and that partial withdrawals are less than the premium we receive.

	Option 1	Option 2	Option 3
Stated Death Benefit	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.
Base Death Benefit	The greater of the stated death benefit or the account value multiplied by the appropriate factor from the definition of life insurance factors.	The greater of the stated death benefit plus the account value or the account value multiplied by the appropriate factor from the definition of life insurance factors.	The greater of the stated death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken or the account value multiplied by the appropriate factor from the definition of life insurance factors.
Target Death Benefit	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.
Total Death Benefit	It is the greater of the target death benefit or the base death benefit.	It is the greater of the target death benefit plus the account value or the base death benefit.	It is the greater of the target death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken or the base death benefit.

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	Option 1	Option 2	Option 3
Adjustable Term Insurance Rider Benefit	The adjustable term insurance rider benefit is the total death benefit minus base death benefit, but it will not be less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit, the adjustable term insurance benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit. If the base death benefit becomes greater than the target death benefit, then the adjustable term insurance rider benefit is zero.	The adjustable term insurance rider benefit is the total death benefit minus the base death benefit, but it will not be less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the account value, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the account value. If the base death benefit becomes greater than the target death benefit plus the account value, then the adjustable term insurance rider benefit is zero.	The adjustable term insurance rider benefit is the total death benefit minus the base death benefit, but it will not be less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken. If the base death benefit becomes greater than the target death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken, then the adjustable term insurance rider benefit is zero.

Base Death Benefit

Your base death benefit can be different from your stated death benefit as a result of:

• your choice of death benefit option
• increases or decreases in the stated death benefit
• a change in your death benefit option.

Federal income tax law requires that your death benefit be at least as much as your account value multiplied by a factor defined by law. This factor is based on:

• the insured person's age
• the insured person's gender
• the cash value accumulation test or the guideline premium/cash value corridor test for the federal income tax law definition of life insurance. See Appendix A, page 185, or Appendix B, page 186.

As long as your policy is in force, we will pay the death proceeds to your beneficiaries after the insured person dies. The beneficiaries are the people you name to receive the death proceeds from your policy. The death proceeds are:

• your base death benefit; plus
• rider benefits; minus
• your outstanding policy loan with accrued loan interest; minus
• outstanding policy charges incurred before the death of the insured person.

There could be outstanding policy charges if the insured person dies while your policy is in the grace period or in the three-year special continuation period.

Death Benefit Options

If your policy was delivered on or before December 31, 1997, you have a choice of three death benefit

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options: option 1, option 2 or option 3 (described below). If your policy was delivered after December 31, 1997, you have a choice of two death benefit options: option 1 or option 2. Your choice may result in a base death benefit greater than your stated death benefit.

Under death benefit option 1, your base death benefit is the greater of:

• your stated death benefit on the date of the insured person's death; or
• your account value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option 1, positive investment performance generally reduces your net amount at risk, which lowers your policy's cost of insurance charge. Option 1 offers insurance coverage at a set amount with potentially lower cost of insurance charges over time.

Under death benefit option 2, your base death benefit is the greater of:

• your stated death benefit plus your account value on the date of the insured person's death; or
• your account value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option 2, investment performance is reflected in your insurance coverage.

If your policy was delivered on or before December 31, 1997, you may choose death benefit option 3.

Under death benefit option 3, the base death benefit is the greater of:

• your stated death benefit plus the sum of all premium payments we have received minus partial withdrawals you have taken under your policy; or
• your account value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option 3, the base death benefit generally will increase as we receive premium and decrease if you take partial withdrawals. In no event will your base death benefit be less than your stated death benefit.

Death benefit options 2 and 3 are not available during the continuation of coverage period. If you have option 2 or 3 on your policy, it automatically converts to death benefit option 1 when the continuation of coverage period begins. See Continuation of Coverage, page 34.

Changes in Death Benefit Options

You may request a change in your death benefit option on or after your first monthly processing date and before the continuation of coverage period begins.

Your death benefit option change is effective on your next monthly processing date after we approve it, so long as at least one day remains before your monthly processing date. If less than one day remains before your monthly processing date, your change will be effective on your second following monthly processing date.

After we approve your request, we send a new policy schedule page to you. You should attach it to your policy. We may ask you to return your policy to our customer service center so that we can make this change for you.

A death benefit option change applies to your entire stated or base death benefit. Changing your death benefit option may reduce or increase your target death benefit, as well as your stated death benefit.

We may not approve a death benefit option change if it reduces the target or stated death benefit below the minimum we require to issue your policy.

You may change from death benefit option 1 to option 2, from option 2 to option 1, or from option 3 to option 1. For you to change from death benefit option 1 to option 2 or from option 1 to option 3, we may require proof that the insured person is insurable under our normal rules of underwriting.

On the effective date of your option change, your stated death benefit changes as follows:

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Change From	Change To	Stated Death Benefit Following Change:
Option 1	Option 2	your stated death benefit before the change minus your account value as of the effective date of the change.
Option 2	Option 1	your stated death benefit before the change plus your account value as of the effective date of the change.
Option 3	Option 1	your stated death benefit before the change plus the sum of the premium payments we received, minus partial withdrawals you have taken as of the effective date of the change.
Option 1	Option 3	your stated death benefit before the change minus the sum of the premium payments we received, plus partial withdrawals you have taken as of the effective date of the change.
Option 2	Option 3	your stated death benefit before the change plus your account value as of the effective date of the change, minus the sum of the premium payments we received minus partial withdrawals you have taken as of the effective date of the change.
Option 3	Option 2	your stated death benefit before the change plus the sum of the premium payments we received minus partial withdrawals you have taken as of the effective date of the change, minus your account value as of the effective date of the change.

We increase or decrease your stated death benefit to keep the net amount at risk the same. There is no change to the amount of term insurance if you have an adjustable term insurance rider. See Cost of Insurance Charge, page 51.

If you change your death benefit option, we adjust the stated death benefit for each of your segments by allocating your account value to each benefit segment. For example, if you change from death benefit option 1 to option 2, your stated death benefit is decreased by the amount of your account value allocation to that segment. If you change from death benefit option 2 to option 1, your stated death benefit is increased by the amount allocated to that segment.

We do not impose a surrender charge for a decrease in your stated death benefit caused by a change of death benefit option. We do not adjust the target premium when you change your death benefit option. See Surrender Charge, page 52.

Changing your death benefit option may have tax consequences. You should consult a tax adviser before making changes.

Changes in Death Benefit Amounts

Contact your agent/registered representative or our customer service center to request a change in your policy's death benefit. The change is effective on the next monthly processing date after we receive and approve your request. There may be underwriting or other requirements which must be met before your request can be approved. Your requested change must be for at least $1,000.

After we make your requested change, we will send you a new policy schedule page. Keep it with your policy. We may ask you to send your policy to us so that we can make the change for you. You may change your target death benefit once a policy year.

We may not approve a requested change if it will disqualify your policy as life insurance under federal income tax law. If we disapprove a change for any reason, we provide you with a notice of our decision. See Tax Considerations, page 55.

You may change your policy's stated death benefit on or after your first policy anniversary (first monthly processing date for an increase). You may not decrease the stated death benefit below the minimum we require to issue your policy.

Requested reductions in the death benefit will first decrease the target death benefit. We decrease your stated death benefit only after your adjustable term insurance rider coverage is reduced to zero. If you have more than one segment, we divide decreases in

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stated death benefit among your benefit segments pro rata unless law requires differently.

You must provide satisfactory evidence that the insured person is still insurable to increase your death benefit. Unless you tell us differently, we assume your request for an increase in your target death benefit is a request for an increase to your stated death benefit. Thus, the amount of your adjustable term insurance rider will not change.

The initial death benefit segment, or first segment, is the stated death benefit on your policy's effective date. A requested increase in stated death benefit will cause a new segment to be created. Once we create a new segment, it is permanent unless law requires differently. The segment year runs from the segment effective date to its anniversary.

Each new segment may have:

• a new sales charge
• new cost of insurance charges, guaranteed and current
• a new incontestability period
• a new suicide exclusion period
• a new target premium
• a new minimum annual premium during the special continuation period
• new surrender charges.

We allocate the net amount at risk among segments in the same proportion that each segment bears to the total stated death benefit. Premium we receive after an increase is applied to your policy segments in the same proportion as the guideline annual premium for each segment bears to the total guideline annual premium for all segments. Sales charges are deducted from each segment's premium based on the length of time that segment has been effective.

If a death benefit option change causes the stated benefit to increase, no new segment is created. Instead, the size of each existing segment(s) is (are) changed. If it causes the stated death benefit to decrease, each segment is decreased.

There may be tax consequences as a result of a decrease in your death benefit, as well as a possible surrender charge. You should consult a tax adviser before changing your death benefit amount. See Tax Status of the Policy, page 55, and Modified Endowment Contracts, page 57.

Guaranteed Minimum Death Benefit

Usually, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your cash surrender value is more than your outstanding policy loan plus accrued loan interest. Your account value depends on:

• timing and amount of any premium payments
• the investment performance of the variable investment options
• the interest you earn in the guaranteed interest division
• the amount of your monthly charges
• partial withdrawals you take
• loan activity you may have.

If you want this benefit, you must choose one of two available guaranteed minimum death benefit options at policy issue. This option extends the time that your policy's stated death benefit remains in effect even if the variable investment options perform poorly. See your policy to determine how your benefits are affected.

The two guaranteed minimum death benefit options vary primarily by the length of time they can cover for the guarantee period:

1. the later of ten policy years or until the insured person is age 65.
2. the lifetime of the insured person or to the maturity date.

The guaranteed minimum death benefit coverage does not apply to riders, including the adjustable term insurance rider. Therefore, if your net cash surrender value is not enough to pay the deductions as they come due on your policy and if your policy is no longer in the special continuation period, only the stated death benefit portion of your coverage is guaranteed to stay in force. See Lapse, page 41.

Charges for your guaranteed minimum death benefit and base coverage are deducted each month to the extent that there is sufficient net account value to pay these charges. If there is not sufficient net account value to pay a charge, it is permanently waived. Deduction of charges will resume once there is sufficient net account value.

The guaranteed minimum death benefit feature is not available in some states.

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Requirements to Maintain the Guarantee Period

To qualify for the guaranteed minimum death benefit you must pay an annual premium higher than the minimum annual premium. This higher premium is called the guarantee period annual premium. The guarantee period monthly premium is one-twelfth of the guarantee period annual premium. Your net account value must meet certain diversification requirements. See Charges and Deductions, page 50.

Although the required guarantee period annual premium level is different for the two guaranteed period options, the guaranteed minimum death benefit operates similarly for either option.

For most policies, the guarantee period annual premium for the guarantee period for life will be equal to the guideline annual premium determined under the federal income tax law definition of life insurance. The guarantee period annual premium for the ten year or age 65 guarantee period will be based on:

• the insured person's age, gender and premium class
• the stated death benefit of your policy
• riders on your policy.

The guarantee period annual premium for the guarantee period for life will be greater than that required for the ten year or age 65 guarantee period.

At each monthly processing date we test to see if you have paid enough premium to keep your guarantee in place. We calculate:

• actual premium we receive; minus
• the amount of any partial withdrawals you make; minus
• policy loan amounts you take with accrued loan interest. This amount must equal or exceed;
• the sum of the guarantee period monthly premium payments for each policy month starting with your first policy month through the end of the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this feature to remain in effect. We show the guarantee period annual premium on your policy schedule. If your policy benefits increase, the guarantee period annual premium increases.

In addition, the guarantee period ends if your net account value on any monthly processing date is not diversified as follows:

1. your net account value is invested in at least five investment options; and
2. no more than 35% of your net account value is in any one investment option.

Your policy will continue to meet the diversification requirements if:

1. you have automatic rebalancing and you meet the two diversification tests listed above; or
2. you have dollar cost averaging which results in transfers into at least four investment options with no more than 35% of any transfer directed to any one.

See Dollar Cost Averaging, page 37, and Automatic Rebalancing, page 38.

If you select the guaranteed minimum death benefit option, you must make sure your policy satisfies the premium test and diversification test. If you fail to satisfy either test we send you a notice and give you a thirty day opportunity to correct the condition. If you do not correct it, this feature terminates. Once it terminates, you cannot reinstate the guaranteed minimum death benefit feature. The guarantee period annual premium then no longer applies to your policy.

Riders

Your policy may include benefits, attached by rider. A rider may have an additional cost. You may cancel riders at any time.

We may offer riders not listed here. Contact your agent/registered representative for a list of riders currently available.

Adding or canceling riders may have tax consequences. See Modified Endowment Contracts, page 57.

Adjustable Term Insurance Rider

You may increase your death proceeds by adding an adjustable term insurance rider. This rider allows you

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to schedule the pattern of death benefits appropriate for your anticipated needs. As the name suggests, the adjustable term insurance rider adjusts over time to maintain your desired level of coverage.

You specify a target death benefit when you apply for this rider. The target death benefit can be level for the life of your policy or can be scheduled to change at the beginning of a selected policy year(s). See Death Benefits, page 25.

We generally restrict your target death benefit to an amount not more than eleven times your stated death benefit at issue. In other words, if your stated death benefit is $100,000, then the maximum amount of target death benefit we allow you is $1,100,000.

The adjustable term insurance rider death benefit is the difference between your target death benefit and your base death benefit, but not less than zero. The rider's death benefit automatically adjusts daily as your base death benefit changes. Your death benefit depends on which death benefit option is in effect:

Option 1: If option 1 is in effect, the total death benefit is the greater of:

1. the target death benefit; or
2. the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

Option 2: If option 2 is in effect, the total death benefit is the greater of:

1. the target death benefit plus the account value; or
2. the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

Option 3: If option 3 is in effect, the total death benefit is the greater of:

1. the target death benefit plus the sum of the premium payments we received minus partial withdrawals you have taken; or
2. the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

For example, under option 1, assume your base death benefit changes as a result of a change in your account value. The adjustable term insurance rider adjusts to provide a death benefit equal to your target death benefit in each year:

Base Death Benefit	Target Death Benefit	Adjustable Term Insurance Rider Amount
$201,500	$250,000	$48,500
202,500	250,000	47,500
202,250	250,000	47,750

It is possible that the amount of your adjustable term insurance may be zero if your base death benefit increases enough. Using the same example, if the base death benefit under your policy grew to $250,000 or more, the adjustable term insurance would be zero.

Even when the adjustable term insurance is reduced to zero, your rider remains in effect until you remove it from your policy. Therefore, if later the base death benefit drops below your target death benefit, the adjustable term insurance rider coverage reappears to maintain your target death benefit.

You may change the target death benefit schedule after it is issued, based on our rules. See Changes in Death Benefit Amounts, page 29.

We may deny future, scheduled increases to your target death benefit if you cancel a scheduled change or if you ask for an unscheduled decrease in your target death benefit.

Partial withdrawals, changes from death benefit option 1 to option 2, changes from death benefit option 1 to option 3 and base decreases may reduce your target death benefit. See Partial Withdrawals, page 40, and Changes in Death Benefit Options, page 28.

There is no defined premium for a given amount of adjustable term insurance coverage. Instead, we deduct a separate monthly cost of insurance charge from your account value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider coverage multiplied by the adjustable term death benefit in effect at the monthly processing date. The cost of insurance rates are determined by us from time to time. They are based on the issue age, gender and premium class of the insured person, as well as the length of time since your policy date.

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The only charge for this rider is the cost of insurance charge. The total charges that you pay may be less if you have some coverage under an adjustable term insurance rider rather than as stated death benefit. There are no sales charges or surrender charges for this coverage.

If the target death benefit is increased by you after the adjustable term insurance rider is issued, we use the same cost of insurance rate schedule for the entire coverage for this rider. These rates are based on the original premium class even though satisfactory new evidence of insurability is required for the increased schedule. The monthly guaranteed maximum cost of insurance rates for this rider will be stated in the policy. See Cost of Insurance Charge, page 51.

Not all policy features apply to the adjustable term insurance rider. The rider does not contribute to the policy account value nor to surrender value. It does not affect investment performance and cannot be used for a policy loan. The adjustable term insurance rider provides benefits only at the insured person's death.

Accelerated Death Benefit Rider

This rider pays part of the death benefit to you if a qualified doctor diagnoses a terminal illness of the insured person. Receipt of such an accelerated payment reduces the death benefit of your policy and its net cash surrender value. No policy loans are permitted after this rider is exercised. There is no charge for this rider.

Accidental Death Benefit Rider

This rider will pay the benefit amount selected if the insured person dies as a result of an accident. The insured person must be at least age 10 and no more than age 65. Minimum coverage is $5,000. Maximum coverage is the lesser of $200,000 or two times the stated death benefit. The monthly charge for this rider is $0.06 to $0.13 per $1,000 of rider coverage depending on the insured person's age.

Guaranteed Insurability Rider

This rider is not available for policies issued on or after May 1, 1998. This rider allows you to increase your stated death benefit without providing evidence of insurability. The insured person must be no more than age 60. Increases are limited in amount and timing. The monthly charge for this rider is $0.05 to $0.53 per $1,000 of coverage depending on the insured person's age. You may not have both this rider and the guaranteed minimum death benefit rider.

Additional Insured Rider

This rider provides death benefits upon the death of a named immediate family member. The insured person must be at least age 15 and no more than age 85. You may add up to nine additional insured riders to your policy. We require proof of insurability for each person. Minimum coverage for each person is $10,000. Maximum coverage for all additional insured persons is five times your total stated death benefit. The monthly charge for this rider is $0.06 to $0.13 per $1,000 of rider coverage depending on the insured person's age. See Cost of Insurance Charge, page 51.

Children's Insurance Rider

This rider allows you to add death benefit coverage on your children. You may cover children upon birth or legal adoption without presenting evidence of insurability to us. Each child must be at least 14 days old and no more than age 18. The primary insured person must be no less than age 15 and no more than age 55. Minimum coverage per child is $1,000 and maximum coverage is $10,000. The monthly charge for this rider is $0.61 times the coverage amount.

Waiver of Cost of Insurance Rider

If the insured person becomes totally disabled while your policy is in force, this rider provides that we waive the monthly expense, cost of insurance and rider charges during the disability period. The insured person must be no less than age 10 and no more than age 55. If you add this rider to your policy, you may not add the waiver of specified premium rider. The rider charges are included as part of your monthly cost of insurance charge. See Cost of Insurance Charge, page 51.

Waiver of Specified Premium Rider

If the insured person becomes totally disabled while your policy is in force, this rider provides that after a waiting period, we credit a specified premium amount monthly to your policy during the disability period. Subject to our underwriting, you specify this amount on the application for the policy. The insured person must be no less than age 10 and no more than age 55. The minimum coverage under this rider is $25 monthly. The monthly charge for this rider is $1.70 to $12.70 per $100 of rider coverage depending on the

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insured person's age. If your policy is a guaranteed issue policy, the monthly charge for this rider is $3.40 to $25.40 per $100 of coverage depending on issue age.

A policy may contain either the Waiver of Cost of Insurance Rider or the Waiver of Specified Premium Rider, but not both.

Special Features

Designated Deduction Option

You may designate one investment option from which we will deduct your monthly charges. You may make this designation at any time. You may not use the loan division as your designated deduction option.

You may elect not to choose a designated deduction investment option or the amount in your designated deduction investment option may not be enough to cover the monthly deductions. If so, these charges are taken from the variable investment options and guaranteed interest division in the same proportion that your account value in each has to your total net account value on the monthly processing date.

Right to Exchange Policy

During the first 24 months after your policy date, you have the right to exchange your policy for a guaranteed policy, unless state law requires differently. We transfer the amount you have in the variable division to the guaranteed interest division. We allocate all future net premium to the guaranteed interest division. We do not allow future payments or transfers to the variable investment options after you exercise this right. We do not charge for this exchange. See Guaranteed Interest Division, page 21.

Policy Maturity

You may surrender your policy at any time. If, at the policy anniversary nearest the insured person's 100^th birthday (maturity date), you do not want the continuation of coverage feature, you should surrender the policy for the net account value and end coverage. Part of this payment may be taxable. You should consult your tax adviser.

Continuation of Coverage

The continuation of coverage feature allows your insurance coverage to continue in force beyond your policy maturity date. If you choose to allow the continuation of coverage feature to become effective, we:

• convert target death benefit to stated death benefit
• convert death benefit option 2 and option 3 to death benefit option 1, if applicable
• terminate all riders
• transfer your net account value (excluding the amount in the loan division) into the guaranteed interest division
• terminate dollar cost averaging and automatic rebalancing.

Your insurance coverage continues in force until the death of the insured person, unless the policy lapses or is surrendered. However we accept no more premium payments, we deduct no further charges and we cease monthly deductions. See Continuation of Coverage, page 34.

You may not make transfers into the variable investment options during the continuation of coverage period but you may take a policy loan or partial withdrawals. If we pay a persistency refund on the guaranteed interest division, it will be credited to your policy. See Persistency Refund, page 35.

If you have an outstanding policy loan, interest continues to accrue. If you fail to make sufficient loan or loan interest payments, it is possible that the loan balance plus accrued interest may become greater than your account value and cause your policy to lapse. To avoid lapse, you may repay the loan and loan interest during the continuation of coverage period.

If you wish to stop coverage during the continuation of coverage period, you may surrender your policy and receive the net account value. There is no surrender charge during this period. All other normal consequences of surrender apply. See Surrender, page 43.

The continuation of coverage feature is not available in all states. If a state has approved this feature, it is an automatic feature and you do not need to take any action to activate it. In certain states the death benefit during the continuation of coverage period is the account value. Contact your agent/registered

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representative or our customer service center to find out if this feature is available in your state and which type of death benefit applies in your state.

The tax consequences of coverage continuing beyond the insured person's 100^th birthday are uncertain. You should consult a tax adviser as to those consequences.

Persistency Refund

Where state law permits, we pay long-term policy owners a persistency refund. Each month your policy remains in force after your tenth policy anniversary, we credit your account value with a refund of 0.04167% of account value. This refund is 0.5% of your account value on an annual basis.

We add the persistency refund to the variable investment options and guaranteed interest division, but not the loan division, in the same proportion that your account value in each investment option has to your net account value as of the monthly processing date.

Here are two examples of how the persistency refund may affect your account value:

Example 1: Your policy has no loan:

• account value = $10,000 (all in the variable division)
• monthly persistency refund rate =  0.0004167
• persistency refund = 10,000 x 0004167 =  $4.17

	Value Before Persistency Refund	Value After Persistency Refund
Variable Division	$10,000.00	$10,004.17

Example 2: Your policy does have a loan:

• account value = $10,000
• account value in the variable division =  $6,000
• account value in the loan division = $4,000
• monthly persistency refund rate =  0.0004167
• persistency refund = 10,000 x .0004167 =  $4.17

	Value Before Persistency Refund	Value After Persistency Refund
Variable Division	$6,000.00	$6,004.17
Loan	$4,000.00	$4,000.00

Policy Values

Account Value

Your account value is the total amount you have in the guaranteed interest division, the variable division and the loan division. Your account value reflects:

• net premium applied
• charges deducted
• partial withdrawals taken
• investment performance of the variable investment options
• interest earned on the guaranteed interest division
• interest earned on the loan division.

Net Account Value

Your policy's net account value is your account value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Cash Surrender Value

Your cash surrender value is your account value minus any surrender charge due.

Net Cash Surrender Value

Your net cash surrender value is your cash surrender value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Determining Values in the Variable Division

The amounts in the variable division are measured by accumulation units and accumulation unit values. The value of each variable investment option is the accumulation unit value for that option multiplied by the number of accumulation units you own in that option. Each variable investment option has a different accumulation unit value.

The accumulation unit value is the value determined on each valuation date. The accumulation unit value

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of each variable investment option varies with the investment performance of the underlying portfolio. It reflects:

• investment income
• realized and unrealized gains and losses
• investment portfolio expenses
• daily mortality and expense risk charges.

A valuation date is one on which the net asset value of the investment portfolio shares and unit values of the variable investment options are determined. Valuation dates are each day the New York Stock Exchange and the company's customer service center are open for business, except for days on which an investment portfolio does not value its shares or any other day as required by law. Each valuation date ends at 4:00 p.m. Eastern time. Our customer service center may not be open on major holidays.

You purchase accumulation units when you allocate premium or make transfers to a variable investment option, including transfers from the loan division.

We redeem accumulation units:

• when amounts are transferred from a variable investment option (including transfers to the loan division)
• for the monthly deductions from your account value
• for policy transaction fees
• for surrender charges
• when you take a partial withdrawal
• if you surrender your policy
• to pay the death proceeds.

To calculate the number of accumulation units purchased or sold we divide the dollar amount of your transaction by the accumulation unit value for the variable investment option calculated at the close of business on the valuation date of the transaction.

The date of a transaction is the date we receive your premium or transaction request at our customer service center, so long as the date of receipt is a valuation date. We use the accumulation unit value which is next calculated after we receive your premium or transaction request and we use the number of accumulation units attributable to your policy on the date of receipt.

We take monthly deductions from your account value on the monthly processing date. If your monthly processing date is not a valuation date, the monthly deduction is processed on the next valuation date.

The value of amounts allocated to the variable investment options goes up or down depending on investment performance.

For amounts in the variable investment options, there is no guaranteed minimum value.

How We Calculate Accumulation Unit Values

We determine accumulation unit values on each valuation date.

We generally set the accumulation unit value for a variable investment option at $10 when the investment option is first opened. After that, the accumulation unit value on any valuation date is:

• the accumulation unit value for the preceding valuation date multiplied by
• the variable investment option's accumulation experience factor for the valuation period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and ends at 4:00 p.m. Eastern time on the next valuation date.

We calculate an accumulation experience factor for each variable investment option every valuation date as follows:

• We take the share value of the underlying portfolio shares as reported to us by the investment portfolio managers as of the close of business on that valuation date.
• We add dividends or capital gain distributions declared per share and reinvested by the investment portfolio on the date that the share value is affected. If applicable, we subtract a charge for taxes.
• We divide the resulting amount by the value of the shares in the underlying investment portfolio at the close of business on the previous valuation date.
• We then subtract the mortality and expense risk charge. The daily charge is .002055% (.75% annually) of the accumulation unit value. If the previous day was not a valuation date, this charge is multiplied by the number of days since the last valuation date.

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Transfer of Account Value

You may make transfers of your account value among the variable investment options and the guaranteed interest division. If your state requires a refund of premium during the free look period, you may not make transfers until after your free look period ends.

Currently, we do not limit your number of transfers, but we reserve the right to do so if we determine the trading within your policy is excessive. You may not make transfers during the continuation of coverage period. See Excessive Trading, page 37, and Continuation of Coverage, page 34.

You may make transfer requests in writing, or by telephone if you have telephone privileges, to our customer service center. You may fax your request to us. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing.

Your transfer takes effect on the valuation date we receive your request. The minimum amount you may transfer is $100. This minimum does not need to come from one investment option or be transferred to one investment option as long as the total amount you transfer is at least $100. However, if the amount remaining in an investment option is less than $100 and you make a transfer request, we transfer the entire amount.

Excessive Trading

Excessive trading activity can disrupt investment portfolio management strategies and increase portfolio expenses through:

• increased trading and transaction costs
• forced and unplanned portfolio turnover
• lost opportunity costs
• large asset swings that decrease the investment portfolio's ability to provide maximum investment return to all policyowners.

In response to excessive trading, we may place restrictions or refuse transfers and impose a fee for each future transfer of up to $25. We will take such actions when we determine, in our sole discretion, that transfers are harmful to the investment portfolios or to policyowners as a whole.

Guaranteed Interest Division Transfers

Transfers into the guaranteed interest division are not restricted.

You may transfer amounts from the guaranteed interest division only in the first 30 days of each policy year. Transfer requests received within 30 days before your policy anniversary will occur on your policy anniversary. A request received by us within 30 days after your policy anniversary is effective on the valuation date we receive it. Transfer requests made at any other time will not be processed.

Transfers from the guaranteed interest division in each policy year are limited to the largest of:

• 25% of your guaranteed interest division balance at the time of your first transfer or withdrawal out of it in that policy year; or
• the sum of the amounts you have transferred and withdrawn from the guaranteed interest division in the prior policy year; or
• $100.

Dollar Cost Averaging

If your policy has at least $10,000 invested in a qualifying source portfolio, you may elect dollar cost averaging. The qualifying source portfolio is the Fidelity VIP Money Market Portfolio. The main goal of dollar cost averaging is to protect your policy values from short-term price changes. There is no charge for this feature.

Dollar cost averaging does not assure a profit nor does it protect you against a loss in a declining market.

This systematic plan of transferring account values is intended to reduce the risk of investing too much when the price of portfolio's shares is high. It also reduces the risk of investing too little when the price of a portfolio's shares is low. Since you transfer the same dollar amount to the investment options each period, you purchase more units when the unit value is

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low and you purchase fewer units when the unit value is high. There is no charge for this feature.

You may add dollar cost averaging to your policy at any time. The first dollar cost averaging date must be at least one day after we receive your dollar cost averaging request. If your state requires a refund of all premium received during the free look period, dollar cost averaging begins after the end of your free look period.

With dollar cost averaging, you designate either a dollar amount or a percentage of your account value for automatic transfer from a qualifying source portfolio. Each period we automatically transfer the amount you select from your chosen source portfolio to one or more other variable investment options. You may not use the guaranteed interest division or the loan division in dollar cost averaging.

The minimum percentage you may transfer to one investment option is 1% of the total amount you transfer. You must transfer at least $100 on each dollar cost averaging transfer date.

Dollar cost averaging may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. Unless you tell us otherwise, dollar cost averaging automatically takes place monthly on the monthly processing date.

You may have both dollar cost averaging and automatic rebalancing at the same time. However, your dollar cost averaging source portfolio cannot be included in your automatic rebalancing program.

Changing Dollar Cost Averaging

If you have telephone privileges, you may change the program by telephoning our customer service center or you may fax your request to us. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing. See Telephone Privileges, page 46.

Terminating Dollar Cost Averaging

You may cancel dollar cost averaging by sending satisfactory notice to our customer service center. We must receive it at least one day before the next dollar cost averaging date.

Dollar cost averaging will terminate on the date:

• you specify
• your balance in the source portfolio reaches a dollar amount you set
• the amount in the source portfolio is equal to or less than the amount to be transferred. We will transfer the remaining amount and dollar end cost averaging ends.

Automatic Rebalancing

Automatic rebalancing is a method of maintaining a consistent approach to investing account values over time and simplifying the process of asset allocation among your chosen investment options. There is no charge for this feature.

If you choose this feature, on each rebalancing date we transfer amounts among the investment options to match your pre-set automatic rebalancing allocation. After the transfer, the ratio of your account value in each investment option to your total account value for all investment options included in automatic rebalancing matches the automatic rebalancing allocation percentage you set for that investment option. This action rebalances the amounts in the investment options that do not match your set allocation. This mismatch can happen if an investment option outperforms the other investment options for that time period.

You may choose automatic rebalancing on your application or later by completing our customer service form. Automatic rebalancing may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. If you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period if your state requires return of premium during the free look period). If you do not request a date, processing is on the last valuation date of the calendar quarter in which we receive your request.

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You may have both automatic rebalancing and dollar cost averaging at the same time. However, the source portfolio for your dollar cost averaging cannot be included in your automatic rebalancing program. You may not include the loan division.

Changing Automatic Rebalancing

You may change your allocation percentages for automatic rebalancing at any time. Your allocation change is effective on the valuation date that we receive it at our customer service center. If you reduce the amount allocated to the guaranteed interest division, it is considered a transfer from that division. You must meet the requirements for the maximum transfer amount and time limitations on transfers from the guaranteed interest division. See Transfers of Account Value, page 37.

If you have the guaranteed minimum death benefit and you ask for an automatic rebalancing allocation which does not meet the guaranteed minimum death benefit diversification requirements, we will notify you and ask you for revised instructions. See Guaranteed Minimum Death Benefit, page 30.

Terminating Automatic Rebalancing

You may terminate automatic rebalancing at any time, as long as we receive your notice of termination at least one day before the next automatic rebalancing date.

If you have the guaranteed minimum death benefit and you terminate automatic rebalancing, you still must meet the account value diversification requirements for the guarantee period to continue. See Guaranteed Minimum Death Benefit, page 30.

Policy Loans

You may borrow from your policy at any time after the first monthly processing date, by using your policy as security for a loan, or as otherwise required by law. The amount you borrow (policy loan) is:

• the total amount you borrow from your policy; plus
• policy loan interest that is capitalized when due; minus
• policy loan or interest repayments you make.

Unless law requires differently, a new policy loan must be at least $100. The maximum amount you may borrow on any valuation date, unless required differently by law, is your net cash surrender value minus the monthly deductions to your next policy anniversary or 13 monthly deductions if you take a loan within thirty days before your next policy anniversary.

Your request for a policy loan must be directed to our customer service center. If you have telephone privileges, you may request a policy loan for less than $25,000 by telephone or fax. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing. See Telephone Privileges, page 46.

When you request a loan you may specify one investment option from which the loan will be taken. If you do not specify one, the loan will be taken proportionately from each active investment option you have, including the guaranteed interest division.

Loan interest charges on your policy loan accrue daily at an annual interest rate of 3.75%. Interest is due in arrears on each policy anniversary. If you do not pay it when due, we add it to your policy loan balance.

When you take a policy loan, we transfer an amount equal to your policy loan to the loan division. We follow this same process for loan interest due at your policy anniversary. The loan division is part of our general account specifically designed to hold collateral for policy loans and interest. We credit the loan division with interest at an annual rate of 3%.

If you request an additional loan, we add the new loan amount to your existing policy loan. This way, there is only one loan outstanding on your policy at any time.

Loan Repayment

You may repay your policy loan at any time. We assume that payments you make, other than scheduled premium payments, are policy loan repayments. You must tell us if you want payments to be premium payments.

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When you make a loan repayment, we transfer an amount equal to your payment from the loan division to the variable investment options and the guaranteed interest division in the same proportion as your current premium allocation, unless you tell us otherwise.

Effects of a Policy Loan

Taking a loan decreases the amount you have in the investment options. Accruing loan interest will change your net account value as compared to what it would have been if you did not take a loan.

Even if you repay your loan, it has a permanent effect on your account value. The benefits under your policy may be affected.

The loan is a first lien on your policy. If you do not repay your policy loan, we deduct your outstanding policy loan and accrued loan interest from the death proceeds or the cash surrender value payable.

A policy loan may affect the guaranteed minimum death benefit feature and the length of time your policy remains in force. If you do not make loan payments your policy could lapse. Policy loans may cause your policy to lapse if your cash surrender value minus policy loan amounts and accrued loan interest is not enough to pay your deductions each month. See Lapse, page 41.

Policy loans may have tax consequences. If your policy lapses with a loan outstanding, you may have further tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 57, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 57.

If you use the continuation of coverage feature and you have a policy loan, loan interest continues to accrue.

Partial Withdrawals

You may request a partial withdrawal to be processed

on any valuation date after your first policy anniversary by contacting our customer service center. If your policy qualifies as being "in corridor" you may make partial withdrawals prior to your first anniversary. A policy is "in corridor" if:

• under death benefit option 1, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit
• under death benefit option 2, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit plus your account value
• under death benefit option 3, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit plus the sum of your premium payments minus partial withdrawals.

You make a partial withdrawal by withdrawing part of your net cash surrender value. If your request is by telephone or fax, it must be for less than $25,000 and may not cause a decrease in your death benefit. Otherwise, your request must be in writing. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing. See Telephone Privileges, page 46.

You may take up to twelve partial withdrawals per policy year. The minimum partial withdrawal you may take is $100. The maximum partial withdrawal you may take is the amount which leaves $500 as your net cash surrender value. The maximum withdrawal from an "in corridor" policy prior to the first policy anniversary is limited to the amount that would cause your policy to no longer qualify as "in corridor." If you request a withdrawal of more than this maximum, we require you to surrender your policy or reduce the withdrawal.

When you take a partial withdrawal, we deduct your withdrawal amount plus a service fee from your account value. We may deduct a surrender charge from your account value if your partial withdrawal causes a reduction in your stated death benefit. See Charges and Deductions, page 50.

Partial withdrawals do not reduce the stated death benefit if your base death benefit has been increased to qualify your policy as life insurance under the federal income tax laws and if you withdraw an amount that is no greater than the amount that reduces your account value to a level which no longer requires your base

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death benefit to be increased to qualify as life insurance for federal income tax law purposes. See Tax Status of the Policy, page 55.

We require a minimum death benefit to issue your policy. You are not allowed to take a partial withdrawal if it reduces your death benefit below this minimum.

We will make a partial withdrawal from the guaranteed interest division and the variable investment options in the same proportion that each has to your net account value immediately before your withdrawal, or you may select one investment option from which your partial withdrawal will be taken. If you select the guaranteed interest division, however, the amount withdrawn from it may not be for more than your total withdrawal multiplied by the ratio of your account value in the guaranteed interest division to your total net account value immediately before the partial withdrawal transaction.

Partial withdrawals may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 57, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 57.

Partial Withdrawals under Death Benefit Option 1

If you selected death benefit option 1, it is your first partial withdrawal of the policy year, no more than fifteen years have passed since your policy date, and the insured person is not yet age 81, you may make a partial withdrawal of up to the greater of 10% of your account value, or 5% of your stated death benefit without decreasing your stated death benefit.

Otherwise, amounts you withdraw will reduce your stated death benefit by the amount of the withdrawal and may be subject to a surrender charge, unless your policy death benefit has been increased to meet the federal income tax definition of life insurance. Then at least part of your partial withdrawal may be made without reducing your stated death benefit.

Partial Withdrawals under Death Benefit Option 2

If you have selected death benefit option 2, a partial withdrawal does not reduce your stated or target death benefit. However because your account value is reduced, we reduce the total death benefit by at least the partial withdrawal amount.

Partial Withdrawals under Death Benefit Option 3

If you have selected death benefit option 3 and your partial withdrawal is less than the total premium we have received minus the total of your partial withdrawals, then your stated death benefit will not be reduced. However because your account value is reduced, your total death benefit is reduced.

If your partial withdrawal is more than the total premium we have received minus the total of your prior partial withdrawals, a two step process is used:

1. Your withdrawal of the amount that makes premium received minus all partial withdrawals equal to zero is taken; then
2. The excess withdrawal amount you requested will reduce your stated death benefit if:

• the excess amount is greater than 10% of your account value after step "1" above; or
• the excess amount is greater than 5% of your stated death benefit.

A reduction in the stated death benefit as a result of partial withdrawal will be pro-rated among the existing coverage segments, unless state law requires otherwise. Target premium will be adjusted for the reduced stated death benefit.

Lapse

Your insurance coverage continues as long as your net cash surrender value is enough to pay your deductions each month. Lapse does not apply if either the guaranteed minimum death benefit feature or the special continuation period is in effect and you have met all requirements. See Special Continuation Period, page 24, and Guaranteed Minimum Death Benefit, page 30.

If you have an outstanding policy loan, your policy will lapse if the loan plus accrued interest is more than your account value. Thus, during the continuation of coverage period, the policy could lapse if there is an outstanding policy loan even though there are no further monthly deductions.

Grace Period

Your policy enters a 61-day lapse grace period if, on a monthly processing date your net cash surrender value is zero (or less); the three-year special continuation

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period has expired, or you have not paid the required special continuation period premium; and you do not have the guaranteed minimum death benefit or it has expired or terminated.

We notify you that your policy is in a grace period at least 30 days before it ends. We send this notice to you (or a person to whom you have assigned your policy) at your last known address in our records. We notify you of the premium payment necessary to prevent your policy from lapsing. This amount generally is the past due charges, plus your estimated monthly policy and rider deductions for the next two months. If the insured person dies during the grace period we do pay death proceeds to your beneficiaries with reductions for your policy loan balance, accrued loan interest and monthly deductions owed.

We will send you a lapse notice if the guaranteed minimum death benefit is going to lapse.

If we receive payment of the required amount before the end of the grace period, we apply it to your account value in the same manner as your other premium payments, then we deduct the overdue amounts from your account balance.

If you do not pay the full amount within the 61-day grace period, your policy and its riders lapse without value. We withdraw your remaining account balance from the variable and guaranteed interest divisions. We deduct amounts you owe us, including surrender charges, and inform you that your coverage has ended.

If You Have the Guaranteed Minimum Death Benefit in Effect

After the special continuation period has ended and if the guaranteed minimum death benefit is in effect, your policy's stated death benefit will not lapse during the guarantee period. This is true even if your net cash surrender value is not enough to cover the deductions from your account value on your monthly processing date. See Guaranteed Minimum Death Benefit, page 30.

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Lapse Summary

Special Continuation Period		Guaranteed Minimum Death Benefit
If you meet the requirements	If you do not meet the requirements or it is no longer in effect	If you meet the requirements	If you do not meet the requirements or it is no longer in effect
Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. The charges are deducted and may cause a negative account value until the earlier of: 1) the date you have enough net account value, or 2) until the end of the special continuation period.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.	Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. However, if you have riders, they lapse after the grace period and only your base coverage remains in force. Charges for your base coverage are then deducted each month to the extent that there is sufficient net account value to pay them. If there is not sufficient net account value to pay a charge, it is permanently waived.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.

Reinstatement

If you do not pay enough premium before the end of the grace period, your policy lapses. You may still reinstate your policy and its riders (other than the guaranteed minimum death benefit) within five years of the end of the grace period.

Unless state law requires differently, we will reinstate your policy and riders if:

• you are the owner and have not surrendered your policy
• you provide satisfactory evidence that the insured person (including those under your riders) is still insurable according to our normal rules of underwriting
• we receive enough premium to keep your policy and riders in force from the beginning to the end of the grace period and for two months after the reinstatement date.

Reinstatement is effective on the monthly processing date following our approval of your reinstatement application. When we reinstate your policy, we reinstate the surrender charges for the amount and time remaining when your policy lapsed. If you had a policy loan when coverage ended, we reinstate it with accrued loan interest to the date of lapse. The cost of insurance charges at the time of reinstatement are adjusted to reflect the time since the lapse.

We apply net premium received after reinstatement according to your most recent instructions which may be those in effect at the start of the grace period.

Surrender

You may surrender your policy for its net cash surrender value any time while the insured person is alive. You may take your net cash surrender value in other than one payment.

We compute your net cash surrender value as of the valuation date we receive your written surrender request and policy (or lost policy form) at our

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customer service center. All insurance coverage ends on the date we receive your surrender request and policy. See Policy Values, page 35, and Settlement Provisions, page 48.

If you surrender your policy during the first fourteen policy or segment years we deduct a surrender charge from your net account value. If you surrender your policy during the early years, you may have little or no net cash surrender value. See Surrender Charge, page 52.

We do not pro-rate or add back to your account value charges or expenses which we deducted before your surrender.

Surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 57, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 57.

General Policy Provisions

Free Look Period

You have the right to examine your policy and return it (for any reason) to us within the period shown in the policy. The right to examine your policy (also called free look period) starts on the date you receive it. If you return your policy to us within your state's specified time limit, we cancel it as of your policy date.

If you cancel your policy during this free look period, you will receive a refund as determined by law. Generally, there are two types of free look refunds:

• some states require a return of all premium we receive.
• other states require payment of account value plus a refund of all charges deducted.

Your policy will specify what type of free look refund applies in your state. The type of free look refund will affect when premium we receive before the end of the free look period is allocated into the variable investment options. See Allocation of Net Premium, page 24.

Your Policy

The contract between you and us is the combination of:

• your policy (or certificate)
• a copy of your original application and applications for benefit increases or decreases
• your riders
• endorsements
• policy schedule pages
• reinstatement applications.

If you make a change to your coverage, we give you a copy of your changed application and new policy schedules. If you send your policy to us, we attach these items to your policy and return it to you. Otherwise, you need to attach them to your policy.

Unless there is fraud, we consider all statements made in an application to be representations and not guarantees. We use no statement to deny a claim, unless it is in an application.

A president or other officer of our company and our secretary or assistant secretary must sign all changes or amendments to your policy. No other person may change its terms or conditions.

Guaranteed Issue

We may offer policies on a guaranteed issue basis for certain group or sponsored arrangements. We issue these policies up to a preset face amount with reduced evidence of insurability. Guaranteed issue policies carry a different mortality risk compared with policies that are fully underwritten. So, we may charge different cost of insurance rates for guaranteed issue policies. The cost of insurance rates under these circumstances may depend on the:

• issue age of the insured people
• risk class of the insured people
• size of the group
• total premium the group pays.

Generally, most guaranteed issued policies have higher overall charges for insurance than a similar underwritten policy issued in the standard tobacco non-user or standard tobacco user class. This means that the insured person in a group or sponsored arrangement could get individual, fully underwritten insurance coverage at a lower overall cost.

Age

We issue your policy at the insured person's age (stated in your policy schedule) based on the nearest birthday to the policy date. On the policy date, the insured person generally should be no older than age

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85. The minimum age to issue a policy for tobacco users is age 15. For guaranteed issue policies, the maximum issue age generally is 70.

We often use age to calculate rates, charges and values. We determine the insured person's age at a given time by adding the number of completed policy years to the age calculated at issue and shown in the schedule.

Ownership

The original owner is the person named as the owner in the policy application. The owner can exercise all rights and receive benefits during the life of the insured person. These rights include the right to change the owner, beneficiaries or the method designated to pay death proceeds.

As a matter of law, all rights of ownership are limited by the rights of any person who has been assigned rights under the policy and any irrevocable beneficiaries.

You may name a new owner by giving us written notice. The effective date of the change to the new owner is the date the prior owner signs the notice. However, we will not be liable for any action we take before a change is recorded at our customer service center. A change in ownership may cause the prior owner to recognize taxable income on gain under the policy.

Beneficiaries

You, as owner, name the beneficiaries when you apply for your policy. The primary beneficiaries who survive the insured person receives the death proceeds. Other surviving beneficiaries receive death proceeds only if there is no surviving primary beneficiaries. If more than one beneficiary survives the insured person, they share the death proceeds equally, unless you specify otherwise. If none of your policy beneficiaries has survived the insured person, we pay the death proceeds to you or to your estate, as owner.

You may name new beneficiaries during the insured person's lifetime. We pay death proceeds to the beneficiaries whom you have most recently named according to our records. We do not make payments to multiple sets of beneficiaries.

Collateral Assignment

You may assign your policy by sending written notice to us. After we record the assignment, your rights as owner and the beneficiaries' rights (unless the beneficiaries were made irrevocable beneficiaries under an earlier assignment) are subject to the assignment. It is your responsibility to make sure the assignment is valid.

Incontestability

After your policy has been in force and the insured person is alive for two years from your policy date, and from the effective date of any new segment, an increase in any other benefit or reinstatement, we will not question the validity of statements in your applicable application.

Misstatements of Age or Gender

If the insured person's age or gender has been misstated, we adjust the death benefit to the amount which would have been purchased for the insured person's correct age and gender. We base the adjusted death benefit on the cost of insurance charges deducted from your account value on the last monthly processing date before the insured person's death, or as otherwise required by law.

If unisex cost of insurance rates apply, we do not make any adjustments for a misstatement of gender.

Suicide

If the insured person commits suicide (while sane or insane), within two years of your policy date, unless otherwise required by law, we limit death proceeds to:

1. the total premium we receive to the time of death; minus
2. outstanding policy loan and accrued loan interest; minus
3. partial withdrawals taken.

If the person insured under the policy changed, and the new insured person dies by suicide within two years of the change date, we limit the death proceeds to:

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1. your net account value as of the change date; plus
2. premium we received since the change; minus
3. increases in the policy loan balance, accrued loan interest, and partial withdrawals since the change date.

We make a limited payment to the beneficiaries for a new segment or other increase if the insured person commits suicide (while sane or insane), within two years of the effective date of a new segment or within two years of an increase in any other benefit, unless otherwise required by law. The limited payment is equal to the cost of insurance and monthly expense charges which were deducted for the increase.

Transaction Processing

Generally, within seven days of when we receive all information required to process a payment, we pay:

• death proceeds
• net cash surrender value
• partial withdrawals
• loan proceeds.

We may delay processing these transactions if:

• the NYSE is closed for trading
• trading on the NYSE is restricted by the SEC
• there is an emergency so that it is not reasonably possible to sell securities in the variable investment options or to determine the value of an investment option's assets
• a governmental body with jurisdiction over the separate account allows suspension by its order.

SEC rules and regulations determine whether or not these conditions exist.

We execute transfers among the variable investment options as of the valuation date of our receipt of your request at our customer service center.

We determine the death benefit as of the date of the insured person's death. The death proceeds are not affected by subsequent changes in the value of the variable investment options.

We may delay payment from our guaranteed interest division for up to six months, unless law requires otherwise, of surrender proceeds, withdrawal amounts or loan amounts. If we delay payment more than 30 days, we pay interest at our declared rate (or at a higher rate if required by law) from the date we receive your complete request.

Notification and Claims Procedures

Except for certain authorized telephone requests, we must receive in writing any election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us. We are not liable for actions taken before we receive and record the written notice. We may require you to return your policy for policy changes or if you surrender it.

If the insured person dies while your policy is in force, please let us know as soon as possible. We will send you instructions on how to make a claim. As proof of the insured person's death, we may require proof of the deceased insured person's age and a certified copy of the death certificate.

The beneficiaries and the deceased insured person's next of kin may need to sign authorization forms. These forms allow us to get information such as medical records of doctors and hospitals used by the deceased insured person.

Telephone Privileges

If your policy was delivered on or after May 1, 1999, telephone privileges are automatically provided to you and your agent/registered representative, unless you decline it on the application or contact our customer service center. If your policy was delivered before May 1, 1999, you may choose telephone privileges by completing our customer service form and returning it to our customer service center. Telephone privileges allow you or your agent/ registered representative to call our customer service center to:

• make transfers
• change premium allocations
• change your dollar cost averaging and automatic rebalancing programs
• request partial withdrawals
• request a policy loan.

Our customer service center uses reasonable procedures to make sure that instructions received by telephone are genuine. These procedures may include:

• requiring some form of personal identification

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• providing written confirmation of any transactions
• tape recording telephone calls.

By accepting telephone privileges, you authorize us to record your telephone calls with us. If we use reasonable procedures to confirm instructions, we are not liable for losses from unauthorized or fraudulent instructions. We may discontinue this privilege at any time.

Non-participation

Your policy does not participate in the surplus earnings of ING Security Life.

Distribution of the Policies

The principal underwriter (distributor) for our policies is ING America Equities, Inc., a wholly owned subsidiary of ING Security Life. It is registered as a broker/dealer with the SEC and the NASD. We pay ING America Equities, Inc., under a distribution agreement.

We sell our policies through licensed insurance agents who are registered representatives of other broker/dealers including, but not limited to:

1. VESTAX Securities Corporation, an indirect affiliate;
2. Locust Street Securities, Inc., an indirect affiliate;
3. Multi-Financial Securities, Corp., an indirect affiliate;
4. IFG Network Securities, Inc., an indirect affiliate;
5. Financial Network Investment Corporation, an indirect affiliate;
6. Washington Square Securities, Inc., an indirect affiliate;
7. Guaranty Brokerage Services, Inc.,an indirect affiliate;
8. AETNA Investment Services, LLC, an indirect affiliate;
9. Primevest Financial Services, Inc., an indirect affiliate;
10. Granite Investment Services, Inc., an indirect affiliate; and
11. Financial Northeastern Securities, Inc., an indirect affiliate.

All broker/dealers who sell this policy have entered into selling agreements with us. Under these selling agreements, we pay a distribution allowance to broker/dealers, who pay commissions to their agents/registered representatives who sell this policy.

The distribution allowance is 95% of first the target premium we receive. For premium we receive over your first target premium, the distribution allowance in all policy years is significantly less.

Although it varies by policy, we estimate the typical first year compensation payable to a selling broker/ dealer if a policy pays target premium to be $14 per $1,000 of stated death benefit.

Broker/dealers receive annual renewal payments (trails) of 0.10% of the average net account value at the beginning of the eleventh policy year or after we receive more than the guideline single premium according to the federal income tax definition of life insurance.

We pay wholesaler fees and marketing and training allowances. We may provide repayments or make sponsor payments for broker/dealers to use in sales contests for their registered representatives. We do not hold contests directly based on sales of this product. We do hold training programs from time to time at our own expense. We pay dealer concessions, wholesaling fees, other allowances and the costs of all other incentives or training programs from our resources which include sales charges.

Some broker/dealers receive a slightly lower distribution allowance because we provide them with greater marketing and administrative support.

Advertising Practices and Sales Literature

We may use advertisements and sales literature to promote this product, including:

• articles on variable life insurance and other information published in business or financial publications
• indices or rankings of investment securities
• comparisons with other investment vehicles, including tax considerations.

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We may use information regarding the past performance of the variable investment options. Past performance is not indicative of future performance of the investment options or the policies and is not reflective of the actual investment experience of policyowners.

We may feature certain investment options and their managers, as well as describe asset levels and sales volumes. We may refer to past, current, or prospective economic trends, and, investment performance or other information we believe may be of interest to our customers.

Settlement Provisions

You may take your net cash surrender value in other than one payment. Likewise, you may elect to have the beneficiaries receive the death proceeds other than in one payment, if you make this election during the insured person's lifetime. If you have not made this election, the beneficiaries may do so within 60 days after we receive proof of the insured person's death.

The investment performance of the variable investment options does not affect payments under these settlement options. Instead, interest accrues at a fixed rate based on the option you choose. Payment options are subject to our rules at the time you make your selection. Currently, a periodic payment must be at least $20 and the total proceeds must be $2,000 or more.

Option I:	Payouts for a Designated Period
Option II:	Life Income with Payouts Guaranteed for a Designated Period
Option III:	Hold at Interest
Option IV:	Payouts of a Designated Amount
Option V:	Other Options We Offer at the Time We Pay the Benefit

Administrative Information About the Policy

Voting Privileges

We invest the variable investment options' assets in shares of investment portfolios. We are the legal owner of the shares held in the separate account and we have the right to vote on certain issues. Among other things, we may vote on issues described in the fund's current prospectus or issues requiring a vote by shareholders under the Investment Company Act of 1940.

Even though we own the shares, we give you the opportunity to tell us how to vote the number of shares attributable to your policy. We count fractional shares. If you have a voting interest, we send you proxy material and a form on which to give us your voting instructions.

Each investment portfolio share has the right to one vote. The votes of all investment portfolio shares are cast together on a collective basis, except on issues for which the interests of the portfolios differ. In these cases, voting is on a portfolio-by-portfolio basis.

Examples of issues that require a portfolio-by-portfolio vote are changes in the fundamental investment policy of a particular investment portfolio or approval of an investment advisory agreement.

We vote the shares in accordance with your instructions at meetings of investment portfolio shareholders. We vote any investment portfolio shares that are not attributable to policies and any investment portfolio shares for which the owner does not give us instructions, the same way we vote as if we did receive owner instructions.

We reserve the right to vote investment portfolio shares without getting instructions from policy owners if the federal securities laws, regulations or their interpretations change to allow this.

You may instruct us only on matters relating to the investment portfolios corresponding to those in which you have invested assets as of the record date set by the investment portfolio's Board for the portfolio's shareholders meeting. We determine the number of investment portfolio shares in each variable investment option for your policy by dividing your account value in that option by the net asset value of one share of the matching investment portfolio.

Material Conflicts

We are required to track events to identify material conflicts arising from using investment portfolios for both variable life and variable annuity separate

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accounts. The Boards of the investment portfolios, ING Security Life, and other insurance companies participating in the investment portfolios, have this same duty. There may be a material conflict if:

• state insurance law or federal income tax law changes
• investment management of an investment portfolio changes
• voting instructions given by owners of variable life insurance policies and variable annuity contracts differ.

The investment portfolios may sell shares to certain qualified pension and retirement plans qualifying under Code Section 401. These include cash or deferred arrangements under Code Section 401(k). Therefore, there is a possibility that a material conflict may arise between the interests of owners in general or between certain classes of owners; and these retirement plans or participants in these retirement plans.

If there is a material conflict, we have the duty to determine appropriate action including removing the portfolios involved from our variable investment options. We may take other action to protect policy owners. This could mean delays or interruptions of the variable operations.

When state insurance regulatory authorities require it, we may ignore voting instructions relating to changes in an investment portfolio's adviser or its investment policies. If we do ignore voting instructions, we give you a summary of our actions in our next semi-annual report to owners.

Under the Investment Company Act of 1940, we must get your approval for certain actions involving our separate account. In this case, you have one vote for every $100 of value you have in the variable investment options. We cast votes credited to amounts in the variable investment options, but not credited to policies in the same proportion as votes cast by owners.

Right to Change Operations

Subject to state and federal law limitations and the rules and regulations thereunder, we may, from time to time, make any of the following changes to our separate account with respect to some or all classes of policies:

• Change the investment objective.
• Offer additional variable investment options which will invest in portfolios we find appropriate for policies we issue.
• Eliminate variable investment options.
• Combine two or more variable investment options.
• Substitute a new investment portfolio for a portfolio in which the division currently invests. A substitution may become necessary if, in our judgment:

»     a portfolio no longer suits the purposes of your policy

»     there is a change in laws or regulations

»     there is a change in a portfolio's investment objectives or restrictions

»     the portfolio is no longer available for investment

»     another reason we deem a substitution is appropriate

• Transfer assets related to your policy class to another separate account.
• Withdraw the separate account from registration under the 1940 Act.
• Operate the separate account as a management investment company under the 1940 Act.
• Cause one or more variable investment options to invest in a mutual fund other than, or in addition to, the investment portfolios.
• Stop selling these policies.
• End any employer or plan trustee agreement with us under the agreement's terms.
• Limit or eliminate any voting rights for the separate account.
• Make any changes required by the 1940 Act or its rules or regulations.
• Close an investment option to new investments.

We will not make a change until it is effective with the SEC and approved by the appropriate state insurance departments, if necessary. We will notify you of changes. If you wish to transfer the amount you have in the affected investment option to another variable investment option or to the guaranteed interest division, you may do so free of charge. Just notify us at our customer service center.

Reports to Owners

At the end of each policy year we send a report to you that shows:

• your total net policy death benefit (your stated death benefit plus adjustable term insurance rider death benefit, if any)
• your account value

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• your policy loan, if any, plus accrued interest
• your net cash surrender value
• your account transactions during the policy year showing net premium, transfers, deductions, loan amounts and withdrawals.

We send semi-annual reports with financial information on the investment portfolios, including a list of the investment holdings of each portfolio.

We send confirmation notices to you throughout the year for certain policy transactions such as partial withdrawals and loans.

CHARGES AND DEDUCTIONS

The amount of a charge may not correspond to the cost incurred by us to provide the service or benefit. For example, the sales charge may not cover all of our sales and distribution expenses. Some proceeds from other charges, including the mortality and expense risk charge or cost of insurance charges, may be used to cover such expenses.

Deductions from Premium

We treat payments we receive as premium if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your payment, we add the remaining net premium to your policy.

Initial Sales Charge

We deduct a percentage from each premium payment to help cover the costs of distribution, preparing our sales literature, promotional expenses and other direct and indirect expenses to sell the policy.

We base the percentage on the insured person's age when your policy or segment becomes effective.

Policy or Segment Issue Age	Sales Charges Percentage
0 - 49 50 - 59 60 - 85	2.25% 3.25% 4.25%

To determine your applicable sales charge, premium payments we receive after an increase in stated death benefit are allocated to your policy segments in the same proportion as the guideline annual premium (defined by federal income tax law) for each segment bears to the total guideline annual premium for your stated death benefit.

We may reduce or waive the sales charge for certain group or sponsored arrangements, or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 55.

Tax Charges

We pay state and local taxes in almost all states. These taxes vary in amount from state to state and may vary from jurisdiction to jurisdiction within a state. Currently, state and local taxes range from 0% to 5%. We deduct 2.5% of each premium payment to cover these taxes. This rate approximates the average tax rate we expect to pay.

To cover our estimated costs for the federal income tax treatment of deferred acquisition costs we deduct 1.5% of each premium payment. This cost is determined solely by the amount of life insurance premium we receive.

We reserve the right to increase or decrease this charge for taxes if there are changes in the tax law, within limits set by state law. We also reserve the right to increase or decrease the charge for the federal income tax treatment of deferred acquisition costs based on any change in that cost to us.

Daily Deductions from the Separate Account

Mortality and Expense Risk Charge

We deduct 0.002055% per day (0.75% annually) of the amount you have in the variable division for the mortality and expense risks we assume. This charge is deducted as part of the calculation of the daily unit values for the variable investment options and does not appear as a separate charge on your statement or confirmation.

The mortality risk is that insured people, as a group, may live less time than we estimated. The expense risk is that the costs of issuing and administering the

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policies and in operating the variable division are greater than the amount we estimated.

The mortality and expense risk charge does not apply to your account value in the guaranteed interest division or the loan division.

Monthly Deductions from Account Value

We deduct charges from your account value on each monthly processing date until the maturity date.

Policy Charge

The policy charge is $10 per month for the first three years of your policy.

This charge compensates us for such costs as:

• application processing
• medical examinations
• establishment of policy records
• insurance underwriting costs.

Administrative Charge

We charge a per month administrative charge of $0.07 per $1,000 of death benefit in policy years 1 - 10 and $0.01 per $1,000 of death benefit in year 11 and thereafter. This charge applies to the first $5 million of death benefit. The rate per $1,000 of death benefit is based on the insured person's age at issue and the length of time the policy has been in force.

We charge a per month administrative charge of $3 plus $0.0125 per $1,000 for the greater of the stated death benefit or the target death benefit. We limit this charge to $18 per month.

This charge is designed to compensate us for ongoing costs such as:

• premium billing and collections
• claim processing
• policy transactions
• record keeping
• reporting and communications with policy owners
• other expenses and overhead.

Cost of Insurance Charge

The cost of insurance charge compensates us for the ongoing costs of providing insurance coverage, including the expected cost of paying death proceeds that may be more than your account value.

The cost of insurance charge is equal to our current monthly cost of insurance rate multiplied by the net amount at risk for each portion of your death benefit. We calculate the net amount at risk monthly, at the beginning of each policy month. For the base death benefit, the net amount at risk is calculated using the difference between the current base death benefit and your account value. We determine your account value after we deduct your policy and rider charges due on that date other than cost of insurance charges.

If your base death benefit at the beginning of a month increases as a requirement of the federal income tax law definition of life insurance, the net amount at risk for your base death benefit for that month also increases. Because your target death benefit did not change, the net amount at risk for your adjustable term insurance rider decreases. The amount of your cost of insurance charge varies from month to month as a result of changes in your net amount at risk, changes in the death benefit and the increasing age of the insured person. We allocate the net amount at risk to segments in the same proportion that each segment has to the total stated death benefit for all coverage as of the monthly processing date.

We base your current cost of insurance rates on the insured person's age, gender, policy duration, target death benefit and premium class on the policy and each segment date.

We apply unisex rates where appropriate under the law. This currently includes the state of Montana and policies purchased by employers and employee organizations in connection with employment-related insurance or benefit programs.

Separate cost of insurance rates apply to each segment of the base death benefit, and your riders.

The cost of insurance or rider charges for a class of insured persons may change from time to time. We base the new charge on changes in expectations about:

• investment earnings
• mortality
• the time policies remain in effect
• expenses
• taxes.

These rates are never more than the guaranteed maximum rates shown in your policy. The

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guaranteed maximum rates are based on the 1980 Commissioner's Standard Ordinary Sex Distinct Mortality Table.

The maximum rates for the initial and each new segment will be printed in your policy schedule pages.

There are no cost of insurance charges during the continuation of coverage period.

Rider Charges

On each monthly processing date, we deduct the cost of your riders. Rider charges do not include those which are charged as a cost of insurance. See Riders, page 31.

Guaranteed Minimum Death Benefit Charge

If you choose the guaranteed minimum death benefit feature, we currently charge $0.005 per $1,000 of stated death benefit each month during the guarantee period. This charge is guaranteed never to be more than $0.01 per $1,000 of stated death benefit each month.

Policy Transaction Fees

We charge fees for certain transactions under your policy. We deduct these fees from the variable and guaranteed interest divisions pro rata to the account value in each.

Excess Illustration Fee

Your first policy illustration in each policy year is free. After that, we assess a fee of $25 per illustration.

Partial Withdrawal Fee

We deduct a service fee of 2% of the requested partial withdrawal (but not more than $25) from your account value for each partial withdrawal. A surrender charge may also apply. See Partial Withdrawals, page 40.

How We Deduct Charges, Loans and Partial Withdrawals

	Monthly Charges: Cost of Insurance Charges, Guaranteed Minimum Death Benefit Charges, Rider Charges, Administrative Fees	Policy Transactions and Fees: Excess Illustration Fee, Loans and Partial Withdrawals
Choice	May choose a designated deduction investment option, including guaranteed interest division	May choose any investment option or combination of investment options
Default	Proportionally among variable investment options and guaranteed interest division	Proportionally among variable investment options and guaranteed interest division

Surrender Charge

We deduct a surrender charge from your account value during the first fourteen years of your policy, or coverage segment if you:

• surrender your policy
• reduce your stated death benefit
• allow your policy to lapse
• take a partial withdrawal which decreases your stated death benefit.

The surrender charge compensates us for issuing and distributing policies. We deduct surrender charges proportionately based on the account value in each investment option.

The surrender charge is made up of two parts:

1. an administrative surrender charge and
2. a sales surrender charge.

If you change your death benefit option, this may decrease your stated death benefit. Under these circumstances, we do not deduct a surrender charge and we do not reduce future surrender charges.

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A change to your death benefit option may increase the stated death benefit. We do not increase your surrender charge in this case. However, all other increases in your stated death benefit create a new segment which will be subject to its own fourteen year surrender charge period.

If your surrender charge changes, we send you a new schedule showing the change.

The administrative surrender charges varies by age at policy issue. See the chart below. Once set, the administrative surrender charge remains level for the first seven years following the effective date of your policy and any new segment. These charges then decrease at the beginning of each following policy year by 12.5% of the amount in effect at the end of the seventh policy year. This continues until your surrender charge reaches zero at the beginning of your fifteenth policy year or the year when the insured person reaches age 98, whichever happens first.

We may reduce or waive the surrender charge for certain group or sponsored arrangements, or for corporate purchasers.

Surrender charges are not affected by a change in the stated death benefit when the change is caused by a change in your death benefit option. We assess surrender charges on base coverage only.

A change to your death benefit option may increase the stated death benefit. We do not increase your surrender charge in this case. However, all other increases in your stated death benefit create a new segment which will be subject to its own nine-year surrender charge period.

If your surrender charge changes, we send you a new schedule showing the change.

Administrative Surrender Charge

The administrative surrender charge is a dollar amount for each $1,000 of the stated death benefit, guaranteed not to exceed $6.50. We base this amount on the insured person's age on your policy date or on the date you add a new stated death benefit coverage segment to your policy.

Insured Person's Age	Administrative Surrender Charge Per $1,000 of Stated Death Benefit
0 - 39	$2.50
40 - 49	$3.50
50 - 59	$4.50
60 - 69	$5.50
70 and above	$6.50

For example, if the stated death benefit is $100,000 and the insured person is age 40 on your policy date, your administrative surrender charge is $350.

During the first fourteen years of your policy your administrative surrender charge may decrease. This happens if you request a decrease in your stated death benefit or you take a partial withdrawal which causes your stated death benefit to decrease. Your administrative surrender charge decreases in the same proportion that your stated death benefit decreases. Under these circumstances we then deduct from your account value the amount by which your administrative surrender charge decreased.

We designed your administrative surrender charge to cover part of our administrative expenses for your policy, such as:

• application processing
• establishing your policy records
• insurance underwriting
• costs associated with developing and operating our systems to administer the policies.

Sales Surrender Charge

We calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the guideline annual premium for each segment (as defined by the federal income tax laws) has to the sum of the guideline annual premium for all segments.

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The sales surrender charge is:

1. 25% of the total premium we receive up to your target premium for each segment without any substandard ratings (this is known as the base standard target premium); plus
2. 5% of the total premium we receive in the first seven policy years following the effective date of a segment in excess of the base standard target premium for that segment.

Your sales surrender charge is never greater than 50% of your base standard target premium. We do not determine target premium on your scheduled premium. We determine target premium actuarially, based on the age and gender of the insured person. Your policy schedule shows the initial target premium for your policy and the target premium for any added segments. The schedule also shows the maximum sales surrender charge for your stated death benefit.

If your stated death benefit decreases, we reduce your target premium for each segment in the same proportion that we reduce your stated death benefit. We do not do this if the reduction is a result of a death benefit option change. In that case, we will provide you a new schedule page.

If your new target premium for each segment is greater than or equal to the premium we receive for that segment, then we reduce your future maximum sales surrender charge and we do not deduct a sales surrender charge from your account value.

If your new target premium for each segment is less than the sum of the premium we receive for that segment, we reduce the future maximum sales surrender charge and we deduct a sales surrender charge from your account value equal to the difference between your sales surrender charge before the decrease and your sales surrender charge after the decrease. We recalculate your new sales surrender charge as if your new target premium was always in effect for that segment.

We reduce your future maximum sales surrender charge in the same proportion that we reduce your stated death benefit if:

1. You make a decrease to your stated death benefit more than seven years after your policy date; or
2. You make a partial withdrawal from your policy which reduces the stated death benefit and you make your request more than seven years after the date you added the additional segment.

Example of Surrender Charge

An example of the calculation of surrender charges follows:

Assume the stated death benefit on your policy is $100,000 and the insured person is age 45 when we issue your policy. The target premium on your policy is $1,500 and we receive a $1,000 premium each policy year.

Policy Year	Administrative Surrender Charge	Sales Surrender Charge	Actual Surrender Charge
1	$350.00	$250.00	$600.00
2	350.00	400.00	750.00
3	350.00	450.00	800.00
4	350.00	500.00	850.00
5	350.00	550.00	900.00
6	350.00	600.00	950.00
7	350.00	650.00	1000.00
8	306.25	568.75	875.00
9	262.50	487.50	750.00
10	218.75	406.25	625.00

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Policy Year	Administrative Surrender Charge	Sales Surrender Charge	Actual Surrender Charge
11	175.00	325.00	500.00
12	131.25	243.75	375.00
13	87.50	162.50	250.00
14	43.75	81.25	125.00
15	0.00	0.00	0.00

Other Charges

Under current law, we pay no tax on investment income and capital gains included in variable life insurance policy reserves. So no charge is currently made for our federal income taxes. If the tax law changes and we have federal income tax chargeable to the variable investment options, we may make such a charge in the future.

Group or Sponsored Arrangements, or Corporate Purchasers

Individuals, corporations or other institutions may purchase this policy. For group or sponsored arrangements (including employees and certain family members of employees of ING Security Life, its affiliates and appointed sales agents), corporate purchasers or special exchange programs which we may offer from time to time, we may reduce or waive the:

• surrender charge, including the surrender charge on partial withdrawals
• length of time a surrender charge applies
• administrative charge
• minimum death benefit
• minimum annual premium
• target premium
• sales charges
• cost of insurance charges
• other charges normally assessed.

We reduce or waive these items based on expected economies. Our sales, administration and mortality costs generally vary with the size and stability of the group, among other factors. We take all these factors into account when we reduce charges. A group or sponsored arrangement must meet certain requirements to qualify for reduced charges. We make reductions to charges based on our rules in effect when we approve a policy application. We may change these rules from time to time.

Group arrangements include those in which there is a trustee, an employer or an association. The group may purchase multiple policies covering a group of individuals on a group basis or endorse a policy to a group of individuals. Sponsored arrangements include those in which an employer or association allows us to offer policies to its employees or members on an individual basis.

Each sponsored arrangement or corporation may have different group premium payments and premium requirements.

We will not unfairly discriminate in any variation in the surrender charge, administrative charge, or other charges, fees and privileges. These variations are based on differences in costs or services.

TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax considerations associated with the policy and does not purport to be complete or to cover all tax situations. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present federal income tax laws. No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

Tax Status of the Policy

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner which is consistent with that design. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment

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normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code Section 7702. While there is very little guidance as to how these requirements are applied, we believe it is reasonable to conclude that our policies satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we will take appropriate and reasonable steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions or modify your policy in order to do so.

Section 7702 provides that if one of two alternate tests is met, a policy will be treated as a life insurance policy for federal income tax purposes. These tests are referred to as the "cash value accumulation test" and the "guideline premium/cash value corridor test."

Under the cash value accumulation test, there is no limit to the amount that may be paid in premiums as long as there is enough death benefit in relation to account value at all times. The death benefit at all times must be at least equal to an actuarially determined factor, depending on the insured person's age, sex and premium class at any point in time, multiplied by the account value. See Appendix A, page 185, for a table of the Cash Value Accumulation Test factors.

The guideline premium/cash value corridor test provides for a maximum premium in relation to the death benefit and a minimum "corridor" of death benefit in relation to account value. In most situations, the death benefit that results from the guideline premium/cash value corridor test will ultimately be less than the amount of death benefit required under the cash value accumulation test. See Appendix B, page 186, for a table of the Guideline Premium/Cash Value Corridor Test factors.

We will at all times strive to assure that the policy meets the statutory definition which qualifies the policy as life insurance for federal income tax purposes. See Tax Treatment of Policy Death Benefits, page 56.

Diversification and Investor Control Requirements

In addition to meeting the Code Section 7702 tests, Code Section 817(h) requires separate account investments, such as our separate account, to be adequately diversified. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification. To be adequately diversified, each variable investment option must meet certain tests. If your variable life policy is not adequately diversified under these regulations, it is not treated as life insurance under Code Section 7702. You would then be subject to federal income tax on your policy income as you earn it. Our variable investment options' investment portfolios have promised they will meet the diversification standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance contract, may be considered the owner for federal income tax purposes of the separate account assets used to support your contract. Any income and gains from the separate account assets are includable in the gross income from your policy under these circumstances. The IRS has stated in published rulings that a variable contract owner is considered the owner of separate account assets if the contract owner has "indicia of ownership" in those assets. "Indicia of ownership" includes the ability to exercise investment control over the assets.

Your ownership rights under your policy are similar to, but different in some ways from those described by the IRS in rulings in which it determined that policy owners are not owners of separate account assets. For example, you have additional flexibility in allocating your premium payments and in your policy values. These differences could result in the IRS treating you as the owner of a pro rata share of the separate account assets. We do not know what standards will be set forth in the future, if any, in Treasury regulations or rulings. We reserve the right to modify your policy, as necessary, to try to prevent you from being considered the owner of a pro rata share of the separate account assets, or to otherwise qualify your policy for favorable tax treatment.

The following discussion assumes that the policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Death Benefits

We believe that the death benefit under a policy is generally excludable from the gross income of the beneficiary(ies) under section 101(a)(1) of the Code.

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However, there are exceptions to this general rule. Additionally, federal and local transfer, estate inheritance and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary(ies). A tax adviser should be consulted about these consequences.

Generally, the policy owner will not be taxed on any of the policy account value until there is a distribution. When distributions from a policy occur, or when loan amounts are taken from or secured by a policy, the tax consequences depend on whether or not the policy is a "modified endowment contract."

Special rules also apply if you are subject to the alternative minimum tax. You should consult a tax adviser if you are subject to the alternative minimum tax.

Modified Endowment Contracts

Under the Internal Revenue Code, certain life insurance contracts are classified as "modified endowment contracts" and are given less favorable tax treatment than other life insurance contracts. Due to the flexibility of the policies as to premiums and benefits, the individual circumstances of each policy will determine whether or not it is classified as a modified endowment contract. The rules are too complex to be summarized here, but generally depend on the amount of premiums we receive during the first seven policy years. Certain changes in a policy after it is issued could also cause it to be classified as a modified endowment contract. A current or prospective policy owner should consult with a competent adviser to determine whether or not a policy transaction will cause the policy to be classified as a modified endowment contract.

If a policy becomes a modified endowment contract, distributions that occur during the policy year will be taxed as distributions from a modified endowment contract. In addition, distributions from a policy within two years before it becomes a modified endowment contract will be taxed in this manner. This means that a distribution made from a policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Multiple Policies

All modified endowment contracts that are issued by us (or our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includable in the policy owner's income when a taxable distribution occurs.

Distributions Other than Death Benefits from Modified Endowment Contracts

Once a policy is classified as a modified endowment contract, the following tax rules apply both prospectively and to any distributions made in the prior two years:

1. All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contact will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
2. Loan amounts taken from or secured by a policy classified as a modified endowment contract are treated as distributions and taxed first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
3. A 10% additional income tax penalty may be imposed on the distribution amount subject to income tax. Consult a tax adviser to determine whether or not you may be subject to this penalty tax.

Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of

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the policy owner's investment in the policy. Only after the recovery of all investment in the policy, is there taxable income. However, certain distributions which must be made in order to enable the policy to continue to qualify as a life insurance contract for federal income tax purposes, if policy benefits are reduced during the first fifteen policy years, may be treated in whole or in part as ordinary income subject to tax.

Loan amounts from or secured by a policy that is not a modified endowment contract are uncertain and a tax advisor should be consulted about such loans. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax.

Investment in the Policy

Your investment in the policy is generally the total of your aggregate premiums. When a distribution is taken from the policy, your investment in the policy is reduced by the amount of the distribution that is tax free.

Policy Loans

In general, interest on a policy loan will not be deductible. Moreover, the tax consequences associated with a preferred loan available in the policy are uncertain. Before taking out a policy loan, you should consult a tax adviser as to the tax consequences.

If a loan from a policy is outstanding when the policy is canceled or lapses, then the amount of the outstanding indebtedness will be added to the amount treated as a distribution from the policy and will be taxed accordingly.

Continuation of Policy Beyond Age 100

The tax consequences of continuing the policy beyond the policy anniversary nearest the insured person's 100^th birthday are unclear. You should consult a tax adviser if you intend to keep the policy in force beyond the policy anniversary nearest the insured person's 100^th birthday.

Section 1035 Exchanges

Code Section 1035 generally provides that no gain or loss shall be recognized on the exchange of one life insurance policy for another life insurance policy or for an endowment or annuity contract. We accept 1035 exchanges with outstanding loans. Special rules and procedures apply to Section 1035 exchanges. If you wish to take advantage of Section 1035, you should consult your tax adviser.

Tax-exempt Policy Owners

Special rules may apply to a policy that is owned by a tax-exempt entity. Tax-exempt entities should consult their tax adviser regarding the consequences of purchasing and owning a policy. These consequences could include an effect on the tax-exempt status of the entity and the possibility of the unrelated business income tax.

Possible Tax Law Changes

Although the likelihood of legislative action is uncertain, there is always the possibility that the tax treatment of the policy could be changed by legislation or otherwise. You should consult a tax adviser with respect to legislative developments and their effect on the policy.

Changes to Comply with the Law

So that your policy continues to qualify as life insurance under the Code, we reserve the right to refuse to accept all or part of your premium payments or to change your death benefit. We may refuse to allow you to make partial withdrawals that would cause your policy to fail to qualify as life insurance. We also may make changes to your policy or its riders or take distributions from your policy to the degree that we deem necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected policies.

Additionally, assuming that you do not want your policy to be or to become a modified endowment contract, we include a policy endorsement under which we have the right to amend your policy, including riders. We do this to attempt to enable

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your policy to continue to meet the seven-pay test for federal income tax purposes. If the policy premium you pay is more than the seven-pay limit, we have the right to remove any excess premium or to make any appropriate adjustments to your policy's account value and death benefit. It is not clear, however, whether we can take effective action pursuant to this endorsement under all possible circumstances to prevent a policy that has exceeded the premium limitation from being classified as a modified endowment contract.

Any increase in your death benefit will cause an increase in your cost of insurance charges.

Other

Policy owners may use our policies in various arrangements, including:

• qualified plans;
• non-qualified deferred compensation or salary continuance plans;
• split dollar insurance plans;
• executive bonus plans;
• retiree medical benefit plans; and
• other plans.

The tax consequences of these plans may vary depending on the particular facts and circumstances of each arrangement. If you want to use any of your policies in this type of arrangement, you should consult a qualified tax adviser regarding the tax issues of your particular arrangement.

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. Any business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

The IRS requires us to withhold income taxes from any portion of the amounts individuals receive in a taxable transaction. We do not withhold income taxes if you elect in writing not to have withholding apply. If the amount withheld for you is insufficient to cover income taxes, you may have to pay income taxes and possibly penalties later.

The transfer of the policy or designation of a beneficiary may have federal, state and/or local transfer and inheritance tax consequences, including the imposition of gift, estate and generation-skipping transfer taxes. For example the transfer of the policy to, or the designation as a beneficiary of, or the payment of proceeds to a person who is assigned to a generation which is two or more generations below the generation assignment of the policy owner may have generation skipping transfer tax consequences under federal tax law. The individual situation of each policy owner or beneficiary will determine the extent, if any, to which federal, state and local transfer and inheritance taxes may be imposed and how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes.

You should consult qualified legal or tax advisers for complete information on federal, state, local and other tax considerations.

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ADDITIONAL INFORMATION

Directors and Officers

Set forth below is information regarding the directors and principal officers of Security Life of Denver Insurance Company. Security Life's address, and the business address of each person named, except as noted with one or two asterisks (*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The business address of each person denoted with one asterisk (*) is 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390. The business address of each person denoted with two asterisks (**) is 20 Washington Avenue South, Minneapolis, MN 55401.

Name and Principal Business and Address	Position and Offices with Security Life of Denver Insurance Company
Robert C. Salipante**	Chief Executive Officer
Chris D. Schreier**	President
James L. Livingston, Jr.	Executive Vice President and Chief Actuary
Mark Barnum	Senior Vice President, Chief Underwriter
Douglas W. Campbell	Senior Vice President, Agency Sales
Wayne R. Huneke*	Chief Financial Officer
Gary W. Waggoner	Vice President and Assistant Secretary
Paula Cludray-Engelke**	Secretary

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Regulation

We are regulated and supervised by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado which periodically examines our financial condition and operations. In addition, we are subject to the insurance laws and regulations in every jurisdiction in which we do business. As a result, the provisions of this policy may vary somewhat from jurisdiction to jurisdiction.

We are required to submit annual statements, including financial statements, of our operations and finances to the insurance departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations.

We are also subject to various federal securities laws and regulations.

Legal Matters

The legal matters in connection with the policy described in this prospectus have been passed on by Counsel of ING Security Life. Sutherland Asbill & Brennan LLP has provided advice on certain matters relating to the federal securities laws.

Legal Proceedings

ING Security Life, as an insurance company, is ordinarily involved in litigation. We do not believe that any current litigation is material to ING Security Life's ability to meet its obligations under the policy or to the separate account and we do not expect to incur significant losses from such actions. ING America Equities, Inc., the principal underwriter and distributor of the policy, is not engaged in any litigation of any material nature.

Experts

The financial statements of Security Life of Denver Insurance Company at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and the financial statements of the Security Life Separate Account L1 at December 31, 2000, and for each of the three years in the period ended December 31, 2000, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Actuarial matters in this prospectus have been examined by James L. Livingston, Jr., F.S.A., M.A.A.A., who is Executive Vice President, CFO and Chief Actuary of ING Security Life. His opinion on actuarial matters is filed as an exhibit to the Registration Statement we filed with the SEC.

Registration Statement

We have filed a Registration Statement relating to the separate account and the variable life insurance policy described in this prospectus with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this prospectus under the rules and regulations of the SEC. The additional information may be obtained from the SEC's principal office in Washington, DC. There is a charge for this material.

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FINANCIAL STATEMENTS

The statutory-basis financial statements of Security Life of Denver Insurance Company ("Security Life") at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, are prepared in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States, and start on page 63.

The financial statements included for the Security Life Separate Account L1 at December 31, 2000 and for each of the three years in the period ended December 31, 2000, are prepared in accordance with accounting principles generally accepted in the United States and represent those divisions that had commenced operations by that date.

The financial statements of Security Life, as well as the financial statements included for the Security Life Separate Account L1, referred to above have been audited by Ernst & Young LLP. The financial statements of Security Life should be distinguished from the financial statements of the Security Life Separate Account L1 and should be considered only as bearing upon the ability of Security Life to meet its obligations under the policies. They should not be considered as bearing upon the investment experience of the divisions of Security Life Separate Account L1.

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Security Life of Denver Insurance Company
Financial Statements -- Statutory Basis
Years ended December 31, 2000, 1999 and 1998
with Report of Independent Auditors

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Security Life of Denver Insurance Company

Financial Statements - Statutory Basis

Years ended December 31, 2000, 1999 and 1998

Contents

Report of Independent Auditors	65
Audited Financial Statements - Statutory Basis
Balance Sheets - Statutory Basis	66
Statements of Operations - Statutory Basis	68
Statements of Changes in Capital and Surplus - Statutory Basis	70
Statements of Cash Flow - Statutory Basis	71
Notes to Financial Statements - Statutory Basis	73

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Report of Independent Auditors

Board of Directors and Stockholder
Security Life of Denver Insurance Company

We have audited the accompanying statutory-basis balance sheets of Security Life of Denver Insurance Company (a wholly owned subsidiary of ING America Insurance Holdings, Inc.) as of December 31, 2000 and 1999, and the related statutory-basis statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 2000. 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 auditing standards generally accepted in the United States. 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.

As described in Note 1 to the financial statements, the Company presents its financial statements in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which practices differ from accounting principles generally accepted in the United States. The variances between such practices and accounting principles generally accepted in the United States are described in Note 1. The effects on the financial statements of these variances are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States, the financial position of Security Life of Denver Insurance Company at December 31, 2000 and 1999 or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2000.

However, in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Security Life of Denver Insurance Company at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting practices prescribed or permitted by the Colorado Division of Insurance.

March 23, 2001

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Security Life of Denver Insurance Company

Balance Sheets--Statutory Basis

	December 31
	2000	1999
	(In Thousands)
Admitted assets
Cash and invested assets:
Bonds	$4,573,658	$3,418,381
Preferred stocks	13,524	2,560
Common stocks	15,483	4,977
Subsidiaries	85,324	77,127
Mortgage loans	1,672,169	983,087
Real estate, less accumulated depreciation (2000--$10,961; 1999--$10,069)	34,066	31,363
Policy loans	992,911	943,185
Other invested assets	42,926	35,666
Cash and short-term investments	203,664	226,054
Total cash and invested assets	7,633,725	5,722,400
Deferred and uncollected premiums, less loading (2000--$1,814; 1999--$2,684)	135,041	101,343
Accrued investment income	95,887	75,101
Reinsurance balances recoverable	54,559	43,179
Data processing equipment, less accumulated depreciation (2000--$1,340; 1999--$8,381)	216	202
Indebtedness from related parties	69,338	42,451
Federal income tax recoverable	32,108	25,626
Separate account assets	799,966	644,975
Other assets	14,902	15,930
Total admitted assets	$8,835,742	$6,671,207

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	December 31
	2000	1999
	(In Thousands, except share amounts)
Liabilities and capital and surplus
Liabilities:
Policy and contract liabilities:
Life and annuity reserves	$5,247,418	$4,924,746
Accident and health reserves	23	11
Guaranteed investment contracts	1,685,391	335,507
Policyholders' funds	71,669	91,920
Dividends left on deposit	8,748	8,647
Dividends payable	2,755	2,626
Unpaid claims	182,051	126,172
Total policy and contract liabilities	7,198,055	5,489,629
Accounts payable and accrued expenses	126,512	86,580
Reinsurance balances due	15,520	14,565
Indebtedness to related parties	8,016	18,329
Litigation reserve	20,449	37,538
Asset valuation reserve	52,125	29,875
Interest maintenance reserve	-	1,523
Borrowed money	127,993	15,200
Other liabilities	(4,226)	(25,008)
Separate account liabilities	799,966	644,975
Total liabilities	8,344,410	6,313,206
Commitments and contingencies
Capital and surplus:
Common stock, $20,000 par value:
Authorized - 149 shares
Issued and outstanding - 144 shares	2,880	2,880
Surplus notes	184,259	100,000
Paid-in and contributed surplus	435,562	374,562
Unassigned deficit	(131,369)	(119,441)
Total capital and surplus	491,332	358,001
Total liabilities and capital and surplus	$8,835,742	$6,671,207

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Statements of Operations--Statutory Basis

	Year ended December 31
	2000	1999	1998
	(In Thousands)
Premiums and other revenues:
Life, annuity, and accident and health premiums	$2,959,593	$1,459,361	$1,130,674
Policy proceeds and dividends left on deposit	388	651	515
Net investment income	474,021	387,685	349,605
Amortization of interest maintenance reserve	670	2,358	3,793
Commissions, expense allowances and reserve adjustments on reinsurance ceded	9,832	11,331	13,255
Considerations and reserve allowances on modified coinsurance	2,632	3,670	945
Total premiums and other revenues	3,447,136	1,865,056	1,498,787
Benefits paid or provided:
Death benefits	316,167	273,368	270,537
Annuity benefits	11,782	24,573	10,769
Surrender benefits	258,858	229,434	198,988
Interest on policy or contract funds	64,719	17,473	13,832
Accident and health benefits	93	2,235	3,699
Guaranteed investment contract withdrawals	1,072,574	12,186	-
Other benefits	17,198	13,612	17,750
Increase in life, annuity, and accident and health reserves	320,721	491,978	581,110
Increase in liability for guaranteed investment contracts	721,725	335,507	-
Net transfers to separate accounts	256,538	78,988	65,738
Total benefits paid or provided	3,040,375	1,479,354	1,162,423
Insurance expenses:
Commissions	242,998	222,005	199,786
General expenses	130,962	104,808	96,891
Insurance taxes, licenses and fees, excluding federal income taxes	23,103	23,861	23,121
Total insurance expenses	397,063	350,674	319,798
Gain from operations before policyholder dividends, federal income taxes and net realized capital gains	9,698	35,028	16,566

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Security Life of Denver Insurance Company

Statements of Operations--Statutory Basis (continued)

	Year ended December 31
	2000	1999	1998
	(In Thousands)
Dividends to policyholders	2,546	2,594	2,399
Gain from operations before federal income taxes and net realized capital losses	7,152	32,434	14,167
Federal income taxes	(1,339)	8,613	2,371
Gain from operations before net realized capital losses	8,491	23,821	11,796
Net realized capital gains (losses) net of income taxes (2000 - $(7,916); 1999 - $(15,108), 1998- $2,001) and excluding net transfers to the interest maintenance reserve (2000 - $(18,289); 1999 - $(19,866); 1998 - $8,549)	3,589	(8,194)	(4,834)
Net income	$12,080	$15,627	$6,962

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Statements of Changes in Capital and Surplus--Statutory Basis

	Year Ended December 31
	2000	1999	1998
	(In Thousands)
Common stock:
Balance at beginning and end of year	$ 2,880	$ 2,880	$ 2,880
Surplus note:
Balance at beginning of year	$ 100,000	$ 100,000	$ 75,000
Increase in surplus note	84,259	-	25,000
Balance at end of year	$ 184,259	$ 100,000	$ 100,000
Paid-in and contributed surplus:
Balance at beginning of year	$ 374,562	$ 344,562	$ 344,562
Capital contributions	61,000	30,000	-
Balance at end of year	$ 435,562	$ 374,562	$ 344,562
Unassigned deficit:
Balance at beginning of year	$(119,441)	$(134,540)	$ (86,233)
Net income	12,080	15,627	6,962
Change in net unrealized capital gains or losses	12,101	(61)	7,839
Increase in nonadmitted assets	(11,048)	(7,336)	(28,686)
(Increase) decrease in liability for reinsurance in unauthorized companies	(393)	(550)	545
(Increase) decrease in asset valuation reserve	(22,250)	1,726	(6,084)
Increase in reserve valuation basis	-	-	(2,994)
Increase in litigation reserve, net of tax	-	-	(26,000)
Cession of existing risks, net of tax	(2,418)	127	12,591
Prior period adjustments	-	-	(12,480)
Change in accounting policy, net of tax	-	5,566	-
Balance at end of year	$(131,369)	$(119,441)	$(134,540)
Total capital and surplus	$ 491,332	$ 358,001	$ 312,902

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Statements of Cash Flow--Statutory Basis

	Year Ended December 31
	2000	1999	1998
	(In Thousands)
Operations:
Premiums, policy proceeds, and other considerations received, net of reinsurance paid	$2,910,602	$1,453,924	$1,128,910
Net investment income received	470,812	379,574	361,645
Commission and expense allowances received on reinsurance ceded	9,831	9,246	10,709
Benefits paid	(1,691,985)	(558,572)	(494,981)
Net transfers to separate accounts	(225,694)	(101,948)	(96,273)
Insurance expenses paid	(361,130)	(337,254)	(325,688)
Dividends paid to policyholders	(2,417)	(2,562)	(2,317)
Federal income taxes received (paid)	11,961	(28,779)	(17,582)
Other revenues in excess of other (expenses)	611,646	(9,832)	11,734
Net cash provided by operations	1,733,626	803,797	576,157
Investments:
Proceeds from sales, maturities, or repayments of investments:
Bonds	2,254,036	2,051,280	4,353,422
Preferred stocks	67	1,900	627
Common stocks	-	-	1,362
Mortgage loans	79,874	45,272	48,709
Other invested assets	106,724	310,554	362,419
Miscellaneous proceeds	11,213	-	9,836
Net proceeds from sales, maturities, or repayments of investments	2,451,914	2,409,006	4,776,375
Cost of investments acquired:
Bonds	3,458,376	2,631,687	4,720,513
Preferred stocks	11,031	-	2,060
Common stocks	10,450	10	341
Mortgage loans	769,741	262,886	246,511
Real estate	3,653	189	98
Other invested assets	109,244	88,661	387,144
Miscellaneous (receipts) applications	23,155	(18,179)	8,516
Total cost of investments acquired	4,385,650	2,965,254	5,365,183
Net increase in policy loans	49,725	35,890	51,702
Net cash used in investment activities	(1,983,461)	(592,138)	(640,510)

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Security Life of Denver Insurance Company

Statements of Cash Flow--Statutory Basis (continued)

	Year Ended December 31
	2000	1999	1998
	(In Thousands)
Financing and miscellaneous activities
Cash provided:
Capital and surplus paid-in	126,000	20,000	25,000
Borrowed money	112,792	15,200	-
Other sources	(11,347)	(50,565)	1,390
Net cash provided by (used in) financing and miscellaneous activities	227,445	(15,365)	26,390
Net (decrease) increase in cash and short-term investments	(22,390)	196,294	(37,963)
Cash and short-term investments:
Beginning of year	226,054	29,760	67,723
End of year	$ 203,664	$ 226,054	$ 29,760

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

December 31, 2000

1. Nature of Operations and Basis of Financial Reporting

Security Life of Denver Insurance Company (the Company) is a wholly owned subsidiary of ING America Insurance Holdings, Inc. (ING America). The Company focuses on three markets, the advanced market, reinsurance to other insurers and the investment products market. The life insurance products offered for the advanced market include wealth transfer and estate planning, executive benefits, charitable giving and corporate-owned life insurance. These products include traditional life, interest-sensitive life, universal life, and variable life. Operations are conducted almost entirely on the general agency basis and the Company is presently licensed in all states (approved for reinsurance only in New York), the District of Columbia and the U.S. Virgin Islands. In the reinsurance market, the Company offers financial security to clients through a mix of total risk management and traditional life insurance services. In the investment products market, the Company offers guaranteed investment contracts, funding agreements, and Trust notes to institutional buyers.

The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which practices differ from accounting principles generally accepted in the United States ("GAAP"). The most significant variances from GAAP are as follows:

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Investments

Investments in bonds and mandatorily redeemable preferred stocks are reported at amortized cost or market value based on the National Association of Insurance Commissioners ("NAIC") rating; for GAAP, such fixed maturity investments are designated at purchase as held-to-maturity, trading or available-for-sale. Held-to-maturity investments are reported at amortized cost, and the remaining fixed maturity investments are reported at fair value with unrealized capital gains and losses reported in operations for those designated as trading and as a separate component of other comprehensive income in stockholder's equity for those designated as available-for-sale.

Investments in real estate are reported net of related obligations rather than on a gross basis. Real estate owned and occupied by the Company is included in investments rather than reported as an operating asset, and investment income and operating expenses include rent for the Company's occupancy of those properties. Changes between depreciated cost and admitted asset investment amounts are credited or charged directly to unassigned surplus rather than income.

Valuation Allowances

The asset valuation reserve (AVR) is determined by an NAIC-prescribed formula and is reported as a liability rather than as a valuation allowance or an appropriation of surplus. The change in AVR is reported directly to unassigned surplus.

Under a formula prescribed by the NAIC, the Company defers the portion of realized gains and losses on sales of fixed-income investments, principally bonds and mortgage loans, attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity based on groupings of individual securities sold in five-year bands. The net deferral is reported as the interest maintenance reserve (IMR) in the accompanying balance sheets.

Realized gains and losses on investments are reported in operations net of federal income tax and transfers to the IMR. Under GAAP, realized capital gains and losses are reported in the statements of operations on a pretax basis in the period that the asset giving rise to the gain or loss is sold and valuation allowances are provided when there has been a decline in value deemed other than temporary, in which case the provision for such declines is charged to income.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Policy Acquisition Costs

The costs of acquiring and renewing business are expensed when incurred. Under GAAP, acquisition costs related to traditional life insurance, to the extent recoverable from future policy revenues, are deferred and amortized over the premium-paying period of the related policies using assumptions consistent with those used in computing policy benefit reserves. For universal life insurance and investment products, acquisition costs are amortized generally in proportion to the present value of expected gross margins from surrender charges and investment, mortality, and expense margins.

Benefit and Contract Reserves

Life policy and contract reserves under statutory accounting practices are calculated based upon both the net level premium and Commissioners' Reserve Valuation methods using statutory rates for mortality and interest. GAAP requires that policy reserves for traditional products be based upon the net level premium method utilizing reasonably conservative estimates of mortality, interest, and withdrawals prevailing when the policies were sold. For interest-sensitive products, the GAAP policy reserve is equal to the policy fund balance plus an unearned revenue reserve which reflects the unamortized balance of early year policy loads over renewal year policy loads.

Reinsurance

For business ceded to unauthorized reinsurers, statutory accounting practices require that reinsurance credits permitted by the treaty be recorded as an offsetting liability and charged against unassigned surplus. Such treatment is not required by GAAP. Statutory income recognized on certain reinsurance treaties representing financing arrangements is not recognized on a GAAP basis.

Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves rather than as assets as required under GAAP.

Commissions allowed by reinsurers on business ceded are reported as income when received rather than being deferred and amortized with deferred policy acquisition costs as required under GAAP.

FirstLine                       75

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Subsidiaries

The accounts and operations of the Company's subsidiaries are not consolidated with the accounts and operations of the Company as required under GAAP.

Nonadmitted Assets

Certain assets designated as "nonadmitted," principally the difference between amortized cost and fair value of less-than-investment-grade bonds, agents' debit balances, furniture and equipment and deferred federal income tax recoverable, are excluded from the accompanying balance sheets and are charged directly to unassigned surplus.

Employee Benefits

For purposes of calculating the Company's postretirement benefit obligation, only vested participants and current retirees are included in the valuation. Under GAAP, active participants not currently vested are also included.

Investment-type Products

Revenues for investment-type products consist of the entire premium received and benefits represent the death benefits paid and the change in policy reserves. Under GAAP, premiums received in excess of policy charges are not recognized as premium revenue; benefits represent the excess of benefits paid over the policy account value and interest credited to the account values.

Policyholder Dividends

Policyholder dividends are recognized when declared rather than over the term of the related policies.

Surplus Notes

Surplus notes are reported as a component of surplus. Under statutory accounting practices, no interest is recorded on the surplus notes until payment has been approved by the Colorado Division of Insurance. Under GAAP, surplus notes are reported as liabilities and the related interest is reported as a charge to earnings over the term of the note.

FirstLine                       76

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Statements of Cash Flows

Cash and short-term investments in the statements of cash flows represent cash balances and investments with initial maturities of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents include cash balances and investments with initial maturities of three months or less.

Reconciliation to GAAP

The effects of the preceding variances from GAAP on the accompanying Statutory-basis financial statements have not been determined, but are presumed to be material.

Other significant accounting practices are as follows:

Investments

Bonds, preferred stocks, common stocks, short-term investments and derivative instruments are stated at values prescribed by the NAIC, as follows:

Bonds not backed by other loans are principally stated at amortized cost using the interest method.

FirstLine                       77

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Single class and multi-class mortgage-backed/asset-backed securities are valued at amortized cost using the interest method including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities except for higher-risk asset backed securities, which are valued using the prospective method.

Redeemable preferred stocks are reported at cost or amortized cost or the lower of cost, amortized cost, or market value and nonredeemable preferred stocks are reported at market value or the lower of cost or market value as determined by the Securities Valuation Office of the NAIC ("SVO").

Common stocks are reported at market value as determined by the SVO and the related unrealized capital gains/(losses) are reported in unassigned surplus without any adjustment for federal income taxes.

The Company uses interest rate swaps, caps and floors, options and certain other derivatives as part of its overall interest rate risk management strategy for certain life insurance and annuity products. As the Company only uses derivatives for hedging purposes, the Company values all derivative instruments on a consistent basis with the hedged item. Upon termination, gains and losses on those instruments are included in the carrying values of the underlying hedged items and are amortized over the remaining lives of the hedged items as adjustments to investment income or benefits from the hedged items. Any unamortized gains or losses are recognized when the underlying hedged items are sold.

Interest rate swap contracts are used to convert the interest rate characteristics (fixed or variable) of certain investments to match those of the related insurance liabilities that the investments are supporting. The net interest effect of such swap transactions is reported as an adjustment of interest income from the hedged items as incurred.

FirstLine                       78

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Interest rate caps and floors are used to limit the effects of changing interest rates on yields of variable rate or short-term assets or liabilities. The initial cost of any such agreement is amortized to net investment income over the life of the agreement. Periodic payments that are receivable as a result of the agreements are accrued as an adjustment of interest income or benefits from the hedged items.

The Company's insurance subsidiaries are reported at their underlying statutory-basis net assets plus the admitted portion of goodwill, and the Company's noninsurance subsidiary is reported at the GAAP-basis of its net assets. The admitted portion of goodwill, which represents the excess of the purchase price over the statutory-basis net assets of the subsidiary at acquisition, is amortized on a straight-line basis over ten years. Dividends from subsidiaries are included in net investment income. The remaining net change in the subsidiaries' equity is included in the change in net unrealized capital gains or losses.

Mortgage loans are reported at unpaid principal balances, less allowance for impairments.

Policy loans are reported at unpaid principal balances.

Land is reported at cost. Real estate occupied by the company is reported at depreciated cost; other real estate is reported at the lower of depreciated cost or fair value. Depreciation is calculated on a straight-line basis over the estimated useful lives of the properties.

Dollar roll transactions are accounted for as collateral borrowings, where the amount borrowed is equal to the sales price of the underlying securities.

Short-term investments are reported at cost. Short-term investments include investments with maturities of less than one year at the date of acquisition.

Other invested assets are reported at amortized cost using the effective interest method. Other invested assets primarily consist of residual collateralized mortgage obligations and partnership interests.

FirstLine                       79

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Realized capital gains and losses are determined using the specific identification basis. Changes in market values of common stocks are reported as a change in unrealized gains or losses directly in unassigned surplus and, accordingly, have no effect on net income.

Aggregate Reserve for Life Policies and Contracts

Life, annuity, and accident and health reserves are developed by actuarial methods and are determined based on published tables using statutorily specified interest rates and valuation methods that will provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed policy cash value or the amounts required by law. Interest rates range from 2% to 11.25%.

The Company waives the deduction of deferred fractional premiums upon the death of the insured. It is the Company's practice to return a pro rata portion of any premium paid beyond the policy month of death, although it is not contractually required to do so for certain issues.

The methods used in valuation of substandard policies are as follows:

1.     For Life, Endowment and Term policies issued substandard, the standard reserve during the premium-paying period is increased by 50% of the gross annual extra premium. Standard reserves are held on Paid-Up Limited Pay contracts.

2.     For reinsurance accepted:

     a.     with table rating, the reserve established is a multiple of the standard reserve corresponding to the table rating;

     b.     with flat extra premiums, the standard reserve is increased by 50% of the flat extra.

The amount of insurance in force for which the gross premiums are less than the net premiums, according to the standard of valuation required by the State of Colorado, is $61,062,274,000 at December 31, 2000. The amount of reserves for policies on which gross premiums are less than the net premiums is $783,259,000 at December 31, 2000.

FirstLine                       80

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

The tabular interest has been determined from the basic data for the calculation of policy reserves for all direct ordinary life insurance and for the portion of group life insurance classified as group Section 79. The method of determination of tabular interest of funds not involving life contingencies is as follows: current year reserves, plus payments, less prior year reserves, less funds added.

Reinsurance

Reinsurance premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Reserves are based on the terms of the reinsurance contracts, and are consistent with the risks assumed. Premiums and benefits ceded to other companies have been reported as a reduction of premium revenue and benefits expense. Amounts applicable to reinsurance ceded for reserves and unpaid claim liabilities have been reported as reductions of these items, and expense allowances received in connection with reinsurance ceded have been reflected in operations.

Real Estate and Electronic Data Processing Equipment

Real estate and electronic data processing equipment are carried at cost less accumulated depreciation. Depreciation for major classes of assets is calculated on a straight-line basis over the estimated useful life.

Participating Insurance

Participating business approximates less than 1% of the Company's ordinary life insurance in force and 1.5% of premium income. The amount of dividends to be paid is determined annually by the Board of Directors. Amounts allocable to participating policyholders are based on published dividend projections or expected dividend scales. Dividends of $2,417,000, $2,562,000 and $2,317,000 were paid in 2000, 1999 and 1998, respectively.

FirstLine                       81

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Federal Income Taxes

Deferred federal income taxes have been recognized to reflect prepayment of taxes relating to significant timing differences between income reported for tax and financial statement purposes using assumptions that are both reasonable and conservative. The deferred tax asset has been nonadmitted as a charge against surplus.

Pension Plans

The Company provides noncontributory retirement plans for substantially all employees and certain agents. Pension costs are charged to operations as contributions are made to the plan. The Company also provides a contributory retirement plan for substantially all employees.

Nonadmitted Assets

Nonadmitted assets are summarized as follows:

	December
	2000	1999
	(In thousands)
Deferred federal income tax recoverable	$159,281	$169,893
Agents' debit balances	2,354	2,652
Furniture and equipment	4,308	4,168
Bonds in default	549	4,303
Disallowed Interest Maintenance Reserves	17,436	-
Other	4,910	714
Total nonadmitted assets	$188,838	$181,730

Changes in nonadmitted assets are generally reported directly in surplus as an increase or decrease in nonadmitted assets. Certain changes are reported directly in surplus as a change in unrealized capital gains or losses.

FirstLine                       82

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Claims and Claims Adjustment Expenses

Claim expenses represent the estimated ultimate net cost of all reported and unreported claims incurred through December 31. The Company does not discount claim and claim adjustment expense reserves. Such estimates are based on actuarial projections applied to historical claim payment data. Such liabilities are considered to be reasonable and adequate to discharge the Company's obligations for claims incurred but unpaid as of December 31.

Cash Flow Information

Cash and short-term investments include cash on hand, demand deposits and short-term fixed maturity instruments (with a maturity of less than one year at date of acquisition).

The Company borrowed $1,387,826,000 and repaid $1,382,300,000 during 2000, borrowed $2,055,061,000 and repaid $2,039,861,000 during 1999, and borrowed $837,411,000 and repaid $837,411,000 during 1998. These borrowings were on a short-term basis, at an interest rate that approximated current money market rates and exclude borrowings from dollar roll transactions. Interest paid on borrowed money was $1,586,000, $2,180,000 and $4,500,000 during 2000, 1999 and 1998, respectively.

Separate Accounts

Separate accounts held by the Company represent funds held for the benefit of the Company's variable life and annuity policy and contract holders who bear all of the investment risk associated with the policies. All net investment experience, positive or negative, is attributed to the policy and contract holders' account values. The assets and liabilities of these accounts are carried at fair value.

Reserves related to the Company's mortality risk associated with these policies are included in life and annuity reserves. The operations of the separate accounts are not included in the accompanying statements of operations.

FirstLine                       83

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

2. Permitted Statutory-Basis Accounting Practices (continued)

The Company prepares statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the Colorado Division of Insurance. Currently, prescribed statutory accounting practices are interspersed throughout state insurance laws and regulations, NAIC's Accounting Practices and Procedures Manual and a variety of publications of the NAIC. "Permitted" statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, and from company to company within a state, and may change in the future.

The NAIC has revised the Accounting Practices and Procedures Manual in a process referred to as Codification. The revised manual will be effective January 1, 2001. The State of Colorado has adopted the provisions of the revised manual. The revised manual has changed, to some extent, prescribed statutory accounting practices and will result in changes to the accounting practices that the Company uses to prepare its statutory-basis financial statements. The cumulative effect of changes in accounting principles adopted to conform to the revised Accounting Practices and Procedures Manual, will be reported as an adjustment to surplus as of January 1, 2001. Management believes the effect of these changes will not result in a significant reduction in the Company's statutory-basis capital and surplus as of adoption.

The Company is required to identify those significant accounting practices that are permitted, and obtain written approval of the significant practices from the Colorado Division of Insurance.

Prescribed statutory reserve methodology does not fully encompass universal life-type products. The NAIC, however, has promulgated a Model Regulation regarding universal life reserves. The Colorado Division of Insurance has not adopted the regulation, but requires that reserves be held which are at least as great as those required by Colorado statutes. The NAIC Universal Life Model Regulation is used by the Company to provide reserves consistent with the principles of this article. Because the reserves satisfy the requirements prescribed by the State of Colorado for the valuation of universal life insurance, the Company is permitted to compute reserves in accordance with this model regulation.

FirstLine                       84

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments

The amortized cost and fair value of bonds and equity securities are as follows:

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
At December 31, 2000:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$ 90,840	$ 3,049	$ 317	$ 93,572
States, municipalities, and political subdivisions	125	2	-	127
Public utilities securities	285,546	3,616	10,684	278,478
Corporate securities	2,269,006	45,861	67,427	2,247,440
Mortgage-backed securities	1,166,237	43,237	23,305	1,186,169
Other asset-backed securities	762,453	18,052	18,770	761,735
Total fixed maturities	4,574,207	113,817	120,503	4,567,521
Preferred stocks	13,524	3	-	13,527
Common stocks	12,853	2,630	-	15,483
Total equity securities	26,377	2,633	-	29,010
Total	$4,600,584	$116,450	$120,503	$4,596,531

FirstLine                       85

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
At December 31, 1999:
U.S. Treasury securities and obligations of U.S. government corporations and Agencies	$ 54,461	$ 42	$ 5,112	$ 49,391
States, municipalities, and political Subdivisions	751	-	9	742
Public utilities securities	255,807	272	18,221	237,858
Debt securities issued by foreign Governments	452	-	-	452
Corporate securities	1,338,680	3,801	71,739	1,270,742
Mortgage-backed securities	1,055,856	23,727	56,039	1,023,544
Other asset-backed securities	716,677	7,580	32,221	692,036
Total fixed maturities	3,422,684	35,422	183,341	3,274,765
Preferred stocks	2,560	329	-	2,889
Common stocks	2,404	2,573	-	4,977
Total equity securities	4,964	2,902	-	7,866
Total	$3,427,648	$38,324	$183,341	$3,282,631

FirstLine                       86

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

	Amortized Cost	Fair Value
December 31, 2000	(In Thousands)
Maturity:
Due in 1 year or less	$               -	$               -
Due after 1 year through 5 years	676,919	682,616
Due after 5 years through 10 years	881,403	862,763
Due after 10 years	1,087,195	1,074,238
Mortgage-backed securities	1,166,237	1,186,169
Other asset-backed securities	762,453	761,735
Total	$4,574,207	$4,567,521

At December 31, 2000, investments in certificates of deposit, bonds, and mortgage loans, with an admitted asset value of $20,777,000, were on deposit with state insurance departments to satisfy regulatory requirements.

Reconciliation of bonds from amortized cost to carrying value as of December 31:

	2000	1999
	(In Thousands)
Amortized cost	$4,574,207	$3,422,684
Less nonadmitted bonds	549	4,303
Carrying value	$4,573,658	$3,418,381

The amortized cost and fair value of investments in bonds at December 31, 2000, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

FirstLine                       87

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

Proceeds from sales of investments in bonds and other fixed maturity interest securities were $2,254,036,000, $3,273,528,000 and $4,527,803,000 in 2000, 1999 and 1998, respectively. Gross gains of $31,736,000, $18,928,000 and $38,615,000 and gross losses of $54,352,000, $55,203,000 and $33,297,000 during 2000, 1999 and 1998, respectively, were realized on those sales. A portion of the gains realized in 2000, 1999 and 1998 has been deferred to future periods in the interest maintenance reserve.

Net realized gains (losses), before capital gains tax and interest maintenance reserve transfers and changes in net unrealized gains (losses), are summarized as follows:

	Capital Gains (Losses)			Net Capital Gain (Loss)
	Bonds	Stocks	Other
	(In Thousands)
2000:
Net realized	$(35,399)	$ -	$12,783	$(22,616)
Net unrealized	3,754	8,244	103	12,101
Total	$(31,645)	$8,244	$12,886	$(10,515)
1999:
Net realized	$(44,838)	$ 124	$1,546	$(43,168)
Net unrealized	(4,303)	4,078	174	(51)
Total	$(49,141)	$4,202	$1,720	$(43,219)
1998:
Net realized	$ 5,318	$ 165	$ 233	$ 5,716
Net unrealized	-	7,040	799	7,839
Total	$ 5,318	$7,205	$1,032	$ 13,555

FirstLine                       88

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

Major categories of net investment income are summarized as follows:

	Year ended December 31
	2000	1999	1998
	(In Thousands)
Income:
Bonds	$316,733	$233,247	$216,972
Mortgage loans	101,617	66,456	51,173
Policy loans	67,909	59,085	56,767
Company-occupied property	2,154	2,313	2,252
Other	4,733	41,800	44,469
Total investment income	493,146	402,901	371,633
Investment expenses	(19,126)	(15,216)	(22,028)
Net investment income	$474,021	$387,685	$349,605

As part of its overall investment strategy, the Company has entered into agreements to purchase securities as follows:

	December 31
	2000	1999	1998
	(In Thousands)
Investment purchase commitments	$98,228	$140,600	$75,575

The Company also entered into dollar roll transactions to increase its return on investments and improve liquidity. Dollar rolls involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. The dollar rolls are accounted for as short term collateralized financings and the repurchase obligation is reported in borrowed money. The repurchase obligation totaled $121,936,000 at December 31, 2000. Such borrowings averaged approximately $122,215,000 during the last three months of 2000 and were collateralized by investment securities with fair values approximately equal to the loan value. The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract. The Company's exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments (such excess was not material at December 31, 2000). The Company believes the counterparties to the dollar roll agreements are financially responsible and that the counterpary risk is minimal.

FirstLine                       89

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

The Company has an outstanding liability for borrowed money in the amount of $5,926,875 which is due to an affiliate. The principal amount is due January 5, 2001. Interest at 6.75% is required to be paid at maturity.

The maximum and minimum lending rates for long-term mortgage loans during 2000 were 9.10% and 6.85%. Fire insurance is required on all properties covered by mortgage loans and must at least equal the excess of the loan over the maximum loan which would be permitted by law on the land without the buildings.

The maximum percentage of any loan to the value of collateral at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 75.7% on commercial properties. As of December 31, 2000, the Company held no mortgages with interest more than one year overdue. Total interest due equals $101,607.

4. Derivative Financial Instruments Held for Purposes Other than Trading

The Company enters into interest rate and currency contracts, including swaps, caps, floors, and options, to reduce and manage risks which include the risk of a change in the value, yield, price, cash flows, exchange rates or quantity of, or a degree of exposure with respect to, assets, liabilities, or future cash flows which the Company has acquired or incurred. Hedge accounting practices are supported by cash flow matching, scenario testing and duration matching.

Interest rate swap agreements generally involve the exchange of fixed and floating interest payments over the life of the agreement without an exchange of the underlying principal amount. Currency swap agreements generally involve the exchange of local and foreign currency payments over the life of the agreements without an exchange of the underlying principal amount. Interest rate cap and interest rate floor agreements owned entitle the Company to receive payments to the extent reference interest rates exceed or fall below strike levels in the contracts based on the notional amounts.

Premiums paid for the purchase of interest rate contracts are included in other invested assets and are being amortized to interest expense over the remaining terms of the contracts or in a manner consistent with the financial instruments being hedged. Amounts paid or received, if any, from such contracts are included in interest expense or income. Accrued amounts payable to or receivable from counterparties are included in other liabilities or other invested assets.

FirstLine                       90

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Derivative Financial Instruments Held for Purposes Other than Trading (continued)

Gains or losses as a result of early terminations of interest rate contracts are amortized to investment income over the remaining term of the items being hedged to the extent the hedge is considered to be effective; otherwise, they are recognized upon termination.

Interest rate contracts that are matched or otherwise designated to be associated with other financial instruments are recorded at fair value if the related financial instruments mature, are sold, or are otherwise terminated or if the interest rate contracts cease to be effective hedges. Changes in the fair value of the derivative are recorded as investment income. The Company manages the potential credit exposure from interest rate contracts through careful evaluation of the counterparties' credit standing, collateral agreements, and master netting agreements.

The Company is exposed to credit loss in the event of nonperformance by counterparties on interest rate contracts; however, the Company does not anticipate nonperformance by any of these counterparties. The amount of such exposure is generally the unrealized gains in such contracts.

FirstLine                       91

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Derivative Financial Instruments Held for Purposes Other than Trading (continued)

The table below summarizes the Company's interest rate contracts included in other invested assets at December 31, 2000 and 1999 (in thousands):

	December 31, 2000
	Notional Amount	Carrying Value	Fair Value
Interest rate contracts:
Swaps	$2,478,442	$95	$(49,375)
Swaps--affiliates	1,645,143	(95)	60,703
Total swaps	4,123,585	-	11,328
Caps owned	53,543	1,224	492
Caps owned--affiliates	20,525	26	-
Total caps owned	74,068	1,250	492
Floors owned	259,637	905	1,975
Total floors owned	259,637	905	1,975
Options owned	97,000	627	342
Total options owned	97,000	627	342
Total derivatives	$4,554,290	$2,782	$ 14,137

FirstLine                       92

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Derivative Financial Instruments Held for Purposes Other than Trading (continued)

	December 31, 1999
	Notional Amount	Carrying Value	Fair Value
Interest rate contracts:
Swaps	$1,340,582	$(125)	$ 19,014
Swaps--affiliates	1,034,535	125	(18,869)
Total swaps	2,375,117	-	145
Caps owned	20,525	(39)	(17)
Caps owned--affiliates	50,525	80	17
Total caps owned	71,050	41	-
Floors owned	90,500	252	172
Total floors owned	90,500	252	172
Options owned	302,000	4,000	7,118
Options owned--affiliates	277,000	(3,210)	(6,198)
Total options owned	579,000	790	920
Forwards owned	152,300	-	37
Forwards owned--affiliates	144,300	-	(32)
Total forwards owned	296,600	-	5
Total derivatives	$3,412,267	$1,083	$ 1,242

FirstLine                       93

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

5. Concentrations of Credit Risk

The Company held less-than-investment-grade corporate bonds with an aggregate book value of $419,904,000 and $317,271,000 with an aggregate market value of $395,837,000 and $305,533,000 at December 31, 2000 and 1999, respectively. Those holdings amounted to 9.2% of the Company's investments in bonds and 4.8% of total admitted assets at December 31, 2000. The holdings of less-than-investment-grade bonds are widely diversified and of satisfactory quality based on the Company's investment policies and credit standards.

The Company held unrated bonds of $723,168,000 and $335,079,000 with an aggregate NAIC market value of $724,545,000 and $332,404,000 at December 31, 2000 and 1999, respectively. The carrying value of these holdings amounted to 16% of the Company's investment in bonds and 8% of the Company's total admitted assets at December 31, 2000.

At December 31, 2000, the Company's commercial mortgages involved a concentration of properties located in California (14%) and Florida (10%). The remaining commercial mortgages relate to properties located in 37 other states. The portfolio is well diversified, covering many different types of income-producing properties on which the Company has first mortgage liens. The maximum mortgage outstanding on any individual property is $45,000,000.

FirstLine                       94

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

6. Annuity Reserves

At December 31, 2000 and 1999, the Company's annuity reserves, including those held in separate accounts and deposit fund liabilities that are subject to discretionary withdrawal (with adjustment), subject to discretionary withdrawal (without adjustment), and not subject to discretionary withdrawal provisions are summarized as follows:

	December 31, 2000
	Amount	Percent
	(In Thousands)
Subject to discretionary withdrawal (with adjustment):
With market value adjustment	$2,619,437	60.8%
At book value less surrender charge	134,697	3.1
Subtotal	2,754,134	63.9
Subject to discretionary withdrawal (without adjustment) at book value with minimal or no charge or adjustment	248,208	5.8
Not subject to discretionary withdrawal	1,305,567	30.3
Total annuity reserves and deposit fund liabilities-- Before reinsurance	4,307,909	100.0%
Less reinsurance	2,269,160
Net annuity reserves and deposit fund liabilities	$2,038,749
	December 31, 1999
	Amount	Percent
	(In Thousands)
Subject to discretionary withdrawal (with adjustment):
With market value adjustment	$2,918,405	69.3%
At book value less surrender charge	119,807	2.9
Subtotal	3,038,212	72.2
Subject to discretionary withdrawal (without adjustment) at book value with minimal or no charge or adjustment	367,014	8.7
Not subject to discretionary withdrawal	803,795	19.1
Total annuity reserves and deposit fund liabilities-- before reinsurance	4,209,021	100.0
Less reinsurance	3,555,109
Net annuity reserves and deposit fund liabilities	$ 653,912

FirstLine                       95

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Employee Benefit Plans

Pension Plan and Postretirement Benefits

The Company has a qualified noncontributory defined benefit retirement plan covering substantially all employees. In addition, the Company maintains a nonqualified unfunded Supplemental Employees Retirement Plan (SERP).

In addition to providing pension plans, the Company provides certain health care and life insurance benefits for retired employees. Net postretirement benefit cost for the year ended December 31, 2000, 1999 and 1998 was $1,016,000, $1,118,000 and $930,000 respectively, and includes the expected cost of such benefits for newly eligible or vested employees, interest cost, gains and losses arising from differences between actuarial assumptions and actual experiences, and amortization of the transition obligation. At December 31, 2000 and 1999, the unfunded postretirement benefit obligation for retirees and other fully eligible or vested plan participants was $6,245,000 and $5,549,000, respectively. The estimated cost of the benefit obligation for active nonvested employees was $1,906,000.

The funded status for the defined benefit plans and other postretirement benefit plan is as follows (in thousands):

	Qualified Plan	SERP	Post-retirement
December 31, 2000
Projected benefit obligation	$(39,931)	$(13,135)	$(6,370)
Less plan assets at fair value	47,098	-	-
Plan assets in excess of (less than) projected benefit obligation	$ 7,167	$(13,135)	$(6,370)
	Qualified Plan	SERP	Post-Retirement
December 31, 1999
Projected benefit obligation	$(36,352)	$(11,803)	$(6,256)
Less plan assets at fair value	50,495	-	-
Plan assets in excess of (less than) projected benefit obligation	$ 14,143	$(11,803)	$(6,256)

FirstLine                       96

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Employee Benefit Plans (continued)

Pension Plan and Postretirement Benefits (continued)

The net periodic pension cost, employer contribution, plan participant contributions, and benefits paid for the defined benefit plans are as follows (in thousands):

	Qualified Plan	SERP	Post-retirement
December 31, 2000
Net periodic pension (benefit) expense	$ (337)	$2,426	$1,016
Employer contributions	-	375	320
Plan participants' contributions	-	-	120
Benefits paid	1,916	375	440
	Qualified Plan	SERP	Post-Retirement
December 31, 1999
Net periodic pension expense	$ 40	$1,971	$1,236
Employer contributions	-	387	467
Plan participants' contributions	-	-	94
Benefits paid	1,238	387	561
	Qualified Plan	SERP	Post-retirement
December 31, 1998
Net periodic pension expense	$82	$1,109	$893
Employer contributions	-	325	218
Plan participants' contributions	-	-	77
Benefits paid	890	325	296

Assumptions used in determining the accounting for the defined benefit plans as of December 31, 2000 and 1999 were as follows:

	2000	1999
Weighted-average discount rate	7.75%	8.00%
Rate of increase in compensation level	5.00%	5.00%
Expected long-term rate of return on assets	9.25%	9.25%

FirstLine                       97

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Employee Benefit Plans (continued)

Plan assets of the defined benefit plans at December 31, 2000 are invested primarily in U.S. government securities, corporate bonds, mutual funds, mortgage loans, money market funds, and common stock. Certain of the Qualified Plan's investments are held in the ING-NA Master Trust, which was established in 1998 for the investment of assets of the Plan and several other ING-NA sponsored retirement plans.

The annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) for the medical plan is 8.5% graded to 5.5% over 6 years. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation for the medical plan as of December 31, 2000 by $501,000. Decreasing the assumed health care cost trend rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation for the medical plan as of December 31, 2000 by $(436,000).

The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.75% at December 31, 2000 and 8.00 % at December 31, 1999.

401(k) Plan

Effective January 1, 2000, the Security Life of Denver Insurance Company Savings Incentive Plan was merged into the ING Savings Plan (Savings Plan), a defined contribution plan sponsored by ING America. The Savings Plan is a defined contribution plan, which is available to substantially all home office employees. Participants may make contributions to the plan through salary reductions up to a maximum of $10,500 for 2000, 1999 and 1998. Such contributions are not currently taxable to the participants. The Company matches 100% of the first 3% of participant contributions, plus 50% of contributions which exceed 3% of participants' compensation, subject to a maximum matching percentage of 4-1/2% of the individual's salary. Company matching contributions were $1,552,000, $1,423,000 and $1,343,000 for 2000, 1999 and 1998, respectively.

Plan assets of the Savings Plan at December 31, 2000 are invested in a group deposit administration contract (the Contract) with the Company, various mutual funds maintained by the Principal Financial Group, and loans to participants. The Contract is an employee benefit liability of the Company and had a balance of $28.0 million and $28.7 million at December 31, 2000 and 1999, respectively.

FirstLine                       98

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Separate Accounts

Separate account assets and liabilities represent funds segregated by the Company for the benefit of certain policy and contract holders who bear the investment risk. Revenues and expenses on the separate account assets and related liabilities equal the benefits paid to the separate account policy and contract holders.

Premiums, deposits, and other considerations received for the years ended December 31, 2000, 1999 and 1998 were $256,712,000, $153,671,000 and $129,527,000, respectively.

A reconciliation of the amounts transferred to and from the separate accounts is presented below:

	2000	1999	1998
	(In Thousands)
Transfers as reported in the summary of operations of the Separate Accounts Statement:
Transfers to separate accounts	$317,529	$161,205	$136,617
Transfers from separate accounts	61,187	82,218	70,879
Net transfers to separate accounts	256,342	78,987	65,738
Reconciling adjustments:
Miscellaneous transfers	196	1	-
Transfers as reported in the Statement of Operations	$256,538	$ 78,988	$ 65,738

FirstLine                       99

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

9. Reinsurance

The Company is involved in both ceded and assumed reinsurance with other companies for the purpose of diversifying risk and limiting exposure on larger risks. As of December 31, 2000, the Company's retention limit for acceptance of risk on life insurance policies had been set at various levels up to $3,000,000.

To the extent that the assuming companies become unable to meet their obligations under these treaties, the Company remains contingently liable to its policyholders for the portion reinsured. To minimize its exposure to significant losses from retrocessionaire insolvencies, the Company evaluates the financial condition of the retrocessionaire and monitors concentrations of credit risk.

Assumed premiums amounted to $612,585,000, $520,490,000 and $426,503,000 for the years ended December 31, 2000, 1999 and 1998 respectively.

The Company's ceded reinsurance arrangements reduced certain items in the accompanying financial statements by the following amounts:

	2000	1999	1998
	(In Thousands)
Premiums	$ 859,405	$1,701,959	$2,916,141
Benefits paid or provided	247,622	216,778	71,001
Policy and contract liabilities at year end	2,647,258	3,890,702	3,525,241

During 2000, 1999 and 1998, the Company had ceded blocks of insurance under reinsurance treaties to provide funds for financing and other purposes. These reinsurance transactions, generally known as "financial reinsurance," represent financing arrangements. Financial reinsurance has the effect of increasing current statutory surplus while reducing future statutory surplus as the reinsurers recapture amounts.

FirstLine                       100

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

10. Federal Income Taxes and Policyholders' Surplus Account

Federal income tax expense consists of the following:

	2000	1999	1998
	(In Thousands)
Operations:
Current	$(1,339)	$ 21,193	$20,910
Deferred	-	(12,580)	(18,539)
Federal income tax expense	$(1,339)	$ 8,613	$2,371

Deferred federal income taxes arise from the recognition of timing differences between income determined for financial statement purposes and income tax purposes (principally differences relating to the recognition of tax-basis deferred acquisition costs, policy and contract liabilities and investment income). The resulting deferred tax asset is nonadmitted and charged against surplus.

The Company files a consolidated federal income tax return with its parent, ING America, and other U.S. affiliates and subsidiaries. The parties that join in the consolidated return have an agreement for the allocation of taxes. The agreement specifies that the separate return payable or the separate return receivable of each member will be the federal income tax payable or receivable that the member would have had for the period had it filed a separate return.

The Policyholders' Surplus Account is an accumulation of certain special deductions for income tax purposes and a portion of the "gain from operations" which were not subject to current taxation under the Life Insurance Company Income Tax Act of 1959. At December 31, 1984, the balance in this account for tax return purposes was approximately $60,490,000. The Tax Reform Act of 1984 provides that no further accumulations will be made in this account. If amounts accumulated in the Policyholders' Surplus Account exceed certain limits, or if distributions to the shareholder exceed amounts in the Shareholder's Surplus Account as determined for income tax purposes, amounts in the Policyholders' Surplus Account would become subject to income tax at rates in effect at that time. Should this occur, the maximum tax, under current tax law, which would be paid is $21,172,000. The Company does not anticipate any such action or foresee any events which would result in such tax.

FirstLine                       101

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

11. Investment in and Advances to Subsidiaries

The Company has two wholly owned insurance subsidiaries, Midwestern United Life Insurance Company (Midwestern United) and First ING Life Insurance Company of New York (First ING). The Company also has three wholly owned noninsurance subsidiaries, First Secured Mortgage Deposit Corporation, Tailored Investments Notes Trust, and ING America Equities, Inc.

ING America Equities, Inc. is a wholesale broker/dealer whose business activities consist only of the distribution of variable life and annuity contracts. ING America Equities, Inc. does not hold customer funds or securities.

Amounts invested in and advanced to the Company's subsidiaries are summarized as follows:

	December 31
	2000	1999
	(In Thousands)
Common stock (cost--$61,318 in 2000 and 1999)	$85,324	$77,127
(Payable) receivable from subsidiaries	(2,476)	2,060

Summarized financial information for these subsidiaries is as follows:

	2000	1999	1998
	(In Thousands)
Revenues	$ 97,086	$ 89,507	$ 74,536
Income before net realized gains on investments	9,783	7,884	6,123
Net income	9,571	6,301	6,123
Admitted assets	298,260	296,265	308,771
Liabilities	212,936	219,139	234,881

Midwestern United and First ING paid a common stock dividend to the Company of $1,320,000 and $1,970,000 in 1999 and $1,385,000 and $0 in 1998, respectively. No such dividend was paid in 2000.

FirstLine                       102

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

12. Capital and Surplus

Under Colorado insurance regulations, the Company is required to maintain a minimum total capital and surplus of $1,500,000. Additionally, the amount of dividends which can be paid by the Company to its stockholder without prior approval of the Colorado Division of Insurance is limited to the greater of 10% of statutory surplus or the statutory net gain from operations.

The Company has two surplus notes to a related party for $84,259,000 and $100,000,000 which represent the cumulative cash draws on two $100,000,000 commitments issued by ING America through December 31, 2000, less principal payments.

These subordinated notes bear interest at a variable rate equal to the prevailing rate for 10-year U.S. Treasury bonds plus 1/4% adjusted annually. The principal and interest is scheduled to be repaid in five annual installments beginning on April 15, 2000 and continuing through April 15, 2004 for the first note and April 2005 and continuing through April 15, 2009, for the second note, respectively. Future minimum payments, assuming a current effective interest rate of 5.11%, are as follows (in thousands):

Year	Total Payments
2001	$25,842
2002	25,842
2003	25,842
2004	25,842
Subsequent years	143,788
Total	247,156
Less imputed interest	(62,897)
Outstanding principal	$184,259

The repayment of these notes require approval of the Commissioner of Insurance of the State of Colorado and are payable only out of surplus funds of the Company and only at such time as the surplus of the Company, after payment is made, does not fall below the prescribed level. In July 2000, the Company made payments of $15,741,000 and $11,098,000 for principal and interest, respectively, after receiving approval from the Commissioner of Insurance of the State of Colorado.

FirstLine                       103

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments

In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the financial instrument. Accordingly, the aggregate fair value amounts presented herein do not represent the underlying value of the Company.

Life insurance liabilities that contain mortality risk and all nonfinancial instruments have been excluded from the disclosure requirements. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest rate risk, such that the Company's exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

FirstLine                       104

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments (continued)

The carrying amounts and fair values of the Company's financial instruments are summarized as follows:

	December 31
	2000		1999
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(In Thousands)
Assets:
Bonds	$4,573,658	$4,567,521	$3,418,381	$3,274,765
Preferred stocks	13,524	13,527	2,560	2,889
Unaffiliated common stocks	15,483	15,483	4,977	4,977
Mortgage loans	1,672,169	1,705,801	983,087	943,041
Policy loans	992,911	992,911	943,185	943,185
Residual collateralized mortgage obligations	30,846	13,141	18,200	16,922
Derivative securities	2,782	14,137	1,083	1,242
Short-term investments	114,848	114,848	179,036	179,036
Cash	88,816	88,816	47,018	47,018
Indebtedness from related parties	69,338	69,338	42,451	42,451
Separate account assets	799,966	799,966	644,975	644,975
Receivable for securities	5,084	5,084	102	102
Liabilities:
Individual and group annuities	203,489	142,743	133,025	132,984
Guaranteed investment contracts	1,578,057	1,575,822	335,507	332,275
Policyholder funds	71,669	71,669	91,920	91,920
Policyholder dividends	11,503	11,503	11,273	11,273
Indebtedness to related parties	8,016	8,016	18,329	18,239
Separate account liabilities	799,966	799,966	644,975	644,975
Payable for securities	3,162	3,162	14,023	14,023

FirstLine                       105

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments (continued)

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments:

Fixed maturities and equity securities: The fair values for bonds, preferred stocks and common stocks, reported herein, are based on quoted market prices, where available. For securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, collateralized mortgage obligations and other mortgage derivative investments, are estimated by discounting expected future cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 6% and 15% over the total portfolio. Fair values determined on this basis can differ from values published by the NAIC Securities Valuation Office. Market value as determined by the NAIC as of December 31, 2000 and 1999 was $4,675,995,000 and $3,448,196,000, respectively.

Mortgage loans: Estimated market values for commercial real estate loans were generated using a discounted cash flow approach. Loans in good standing are discounted using interest rates determined by U.S. Treasury yields on December 31 and spreads implied by independent published surveys. The same is applied on new loans with similar characteristics. The amortizing features of all loans are incorporated in the valuation. Where data on option features is available, option values are determined using a binomial valuation method, and are incorporated into the mortgage valuation. Restructured loans are valued in the same manner; however, these loans were discounted at a greater spread to reflect increased risk. All residential loans are valued at their outstanding principal balances, which approximate their fair values.

Residual collateralized mortgage obligations: Residual collateralized mortgage obligations are included in the other invested assets balance. Fair values are calculated using discounted cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 6% and 15% over the total portfolio.

Derivative financial instruments: Fair values for on-balance-sheet derivative financial instruments (caps and floors) and off-balance-sheet derivative financial instruments (swaps) are based on broker/dealer valuations or on internal discounted cash flow pricing models taking into account current cash flow assumptions and the counterparties' credit standing.

FirstLine                       106

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments (continued)

Guaranteed investment contracts: The fair values of the Company's guaranteed investment contracts are estimated using discounted cash flow calculations, based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued.

Off-balance-sheet instruments: The Company accepted additional deposits on existing synthetic guaranteed investment contracts in the amounts of $0, $70,000,000 and $66,480,000 in 2000, 1999 and 1998, respectively, from trustees of 401(k) plans. Pursuant to the terms of these contracts, the trustees own and retain the assets related to these contracts. Such assets had a value of $406,896,000 and $471,380,000 at December 31, 2000 and 1999, respectively. Under synthetic guaranteed investment contracts, the synthetic issuer may assume interest rate risk on individual plan participant initiated withdrawals from stable value options of 401(k) plans. Approximately 88% of the synthetic guaranteed investment contract book values are on a participating basis and have a credited interest rate reset mechanism which passes such interest rate risk to plan participants.

Other investment-type insurance contracts: The fair values of the Company's deferred annuity contracts are estimated based on the cash surrender values. The carrying values of other policyholder liabilities, including immediate annuities, dividend accumulations, supplementary contracts without life contingencies, and premium deposits, approximate their fair values.

Letters of credit: The Company is the recipient of letters of credit totaling $250,071,000 (see Note 15), which have a market value to the Company of $0, and two lines of credit totaling $340,136,000 which have a market value to the Company of $0.

The carrying value of all other financial instruments approximates their fair value.

FirstLine                       107

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

14. Commitments and Contingencies

The Company is a party to pending or threatened lawsuits arising from the normal conduct of its business. Due to the climate in insurance and business litigation, suits against the Company sometimes include substantial additional claims, consequential damages, punitive damages and other similar types of relief. While it is not possible to forecast the outcome of such litigation, it is the opinion of management that the disposition of such lawsuits will not have a materially adverse effect on the Company's financial position or interfere with its operations. The Company has established an accrued liability in the financial statements of $20,449,000 related to certain pending litigation. The Company is vigorously defending its position in these cases.

The Company guarantees the obligations incurred by its wholly owned subsidiary, Midwestern United, with respect to all life insurance policies in force in both 2000, 1999 and 1998. In the event Midwestern United is unable to fulfill its obligations under these policies, the Company would be required to assume the policy obligations. The statutory reserve liabilities for the guaranteed policies totaled $201,306,000 and $209,203,000 as of December 31, 2000 and 1999, respectively.

The Company entered into a Tangible Net Worth Maintenance Agreement, dated June 25, 1998 pursuant to which the Company agreed to cause First ING, a wholly owned subsidiary of the Company, to have a tangible net worth equal to an NAIC-defined risk-based capital ratio of at least 200%, calculated by dividing (total adjusted capital x 100) by (the authorized control level risk based capital x 2). The contingent statutory reserve liability for this guarantee is $189,036.

The Company has agreed to guarantee a revolving line of credit issued to Pen-Cal Administrators, Inc., a California producer group, and represented by the credit agreement dated January 1, 2000 between Bank One and Pen-Cal Administrators, Inc., in the principal amount of $2,500,000.

15. Financing Agreements

The Company has a line of credit of $100,000,000 to provide short-term liquidity which expires July 31, 2001. The amount of funds available under this line is reduced by borrowings of certain affiliates also party to the agreement. Interest on all loans is based on the cost of funds by the lender plus .23%. The Company had outstanding borrowings under this agreement at December 31, 2000 and 1999 of $-0- and $200,000, respectively.

FirstLine                       108

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

15. Financing Agreements (continued)

The Company is the beneficiary of letters of credit totaling $250,071,000 that were established in accordance with the terms of reinsurance agreements. The terms of the letters of credit provide for automatic renewal for the following year at December 31, unless otherwise canceled or terminated by either party to the financing. The letters were unused during both 2000 and 1999.

16. Related Party Transactions

Affiliates

The Company has a $200,136,000 line of credit issued by the Company's parent to provide short-term liquidity. Interest on the loans are indexed to the A1+/P1 commercial paper rates. The average borrowing by the Company in 2000 and 1999 was $17,453,000 and $10,365,000, respectively, with an average borrowing rate of 6.29% and 5.16%, respectively. At December 31, 2000 and 1999, outstanding borrowings were $5,927,000 and $15,000,000, respectively.

The Company provides administrative, investment and other operating services to affiliates. Amounts received for these services were $13,053,000, $2,606,000 and $1,605,000 for 2000, 1999 and 1998, respectively.

The Company also has an Investment Advisory Agreement with an affiliate whereby it receives investment and portfolio management services for a fee. Total fees under the agreement were approximately $9,885,000, $11,373,000 and $10,504,000 for 2000, 1999 and 1998, respectively.

Subsidiaries

The Company provides administrative, investment and other operating services to certain of its subsidiaries pursuant to contractual arrangements. Amounts received for these services were $3,561,000, $4,057,000 and $4,280,000 for 2000, 1999 and 1998, respectively.

FirstLine                       109

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

17. Guaranty Fund Assessments

Insurance companies are assessed the costs of funding the insolvencies of other insurance companies by the various state guaranty associations, generally based on the amount of premium companies collect in that state.

The Company accrues the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in each state. The Company reduces the accrual by credits allowed in some states to reduce future premium taxes by a portion of assessments in that state. The Company has estimated this liability to be $2,305,000 as of December 31, 2000 and 1999 and has recorded a reserve. The Company has also recorded an asset of $5,045,000 and $5,950,000 as of December 31, 2000 and 1999, respectively, for future credits to premium taxes for assessments already paid. Payments received for guaranty fund assessments in 2000 and 1999 were $267,000 and $120,000, respectively.

18. Regulatory Risk-Based Capital

The NAIC prescribes risk-based capital (RBC) requirements for life/health insurance companies. RBC is a series of dynamic surplus-related formulas for monitoring solvency. At December 31, 2000, the Company exceeded all minimum RBC requirements.

FirstLine                       110

Security Life Separate Account L1 of
Security Life of Denver Insurance Company
Financial Statements
Years ended December 31, 2000, 1999 and 1998

FirstLine                       111

Security Life Separate Account L1

Financial Statements

Years ended December 31, 2000, 1999 and 1998

Contents

Report of Independent Auditors	113
Audited Financial Statements
Statement of Net Assets	115
Statement of Operations	124
Statement of Changes in Net Assets	147
Notes to Financial Statements	170

FirstLine                       112

Report of Independent Auditors

Policyholders
Security Life Separate Account L1 of
     Security Life of Denver Insurance Company

We have audited the accompanying statement of net assets of Security Life Separate Account L1 of Security Life of Denver Insurance Company, comprising, respectively, the Neuberger Berman Advisers Management Trust (comprising the Limited Maturity Bond, Growth and Partners Divisions) ("NB"), the Alger American Fund (comprising the American Small Capitalization, American MidCap Growth, American Growth and American Leveraged AllCap Divisions) ("Alger"), the Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund II (comprising the Asset Manager, Growth, Overseas, Money Market and Index 500 Divisions) ("Fidelity"), the INVESCO Variable Investment Funds, Inc. (comprising the Total Return, Equity Income, High Yield, Utilities and Small Company Growth Divisions) ("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide Real Estate Divisions) ("Van Eck"), AIM Advisors, Inc. (comprising the Capital Appreciation and Government Securities Divisions) ("AIM"), the Directed Services, Inc. (comprising the Equity Income, Growth, Hard Asset, Limited Maturity Bond, Liquid Asset, MidCap, Research and Total Return Divisions) ("GCG"), and Janus Aspen Series Funds (comprising the Aggressive Growth, Growth, International Growth and Worldwide Growth Divisions) ("Janus"), as of December 31, 2000, and the related statements of operations and changes in net assets for each of the three years in the period then ended. 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 auditing standards generally accepted in the United States. 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. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the transfer agents. 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.

FirstLine                       113

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Security Life Separate Account L1 at December 31, 2000, and the results of its operations and changes in its net assets for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States.

April 3, 2001

FirstLine                       114

Security Life Separate Account L1

Statement of Net Assets

December 31, 2000

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM	Total GCG	Total Janus
Assets
Investments in mutual funds at market value (Note 3)	$711,116,580	$61,876,992	$133,977,481	$370,730,205	$63,237,456	$9,121,476	$67,784,644	$2,880,066	$1,508,260
Total assets	711,116,580	61,876,992	133,977,481	370,730,205	63,237,456	9,121,476	67,784,644	2,880,066	1,508,260
Liabilities
Due to (from) Security Life of Denver	(72,228)	(117,844)	18,560	192,254	(149,658)	2,390	(17,930)	-	-
Total liabilities	(72,228)	(117,844)	18,560	192,254	(149,658)	2,390	(17,930)	-	-
Net assets	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$2,880,066	$1,508,260
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$2,880,066	$1,508,260
Total policyholder reserves	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$2,880,066	$1,508,260

See accompanying notes.

FirstLine                       115

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Assets
Investments in mutual funds at market value (Note 3)	$61,876,992	$14,488,939	$19,934,193	$27,453,860
Total assets	61,876,992	14,488,939	19,934,193	27,453,860
Liabilities
Due to (from) Security Life of Denver	(117,844)	(5,212)	(10,713)	(101,919)
Total liabilities	(117,844)	(5,212)	(10,713)	(101,919)
Net assets	$61,994,836	$14,494,151	$19,944,906	$27,555,779
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$61,994,836	$14,494,151	$19,944,906	$27,555,779
Total policyholder reserves	$61,994,836	$14,494,151	$19,944,906	$27,555,779
Number of divisional units outstanding (Note 7):
Class A		1,085,190.344	755,032.816	1,131,357.503
Class B		-	-	727.044
Value per divisional unit:
Class A		$13.36	$26.42	$24.35
Class B		$ -	$ -	$ 9.97

See accompanying notes.

FirstLine                       116

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Assets
Investments in mutual funds at market value (Note 3)	$133,977,481	$26,226,670	$33,290,178	$50,094,730	$24,365,903
Total assets	133,977,481	26,226,670	33,290,178	50,094,730	24,365,903
Liabilities
Due to (from) Security Life of Denver	18,560	57,540	(3,573)	(23,702)	(11,705)
Total liabilities	18,560	57,540	(3,573)	(23,702)	(11,705)
Net assets	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608
Total policyholder reserves	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608
Number of divisional units outstanding (Note 7):
Class A		1,351,105.091	1,022,948.192	1,795,058.476	602,197.766
Class B		55,669.122	4,581.526	11,503.557	-
Value per divisional unit:
Class A		$18.97	$32.49	$27.87	$40.48
Class B		$ 9.65	$13.43	$10.16	$ -

See accompanying notes.

FirstLine                       117

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Assets
Investments in mutual funds at
market value (Note 3)	$370,730,205	$15,754,225	$68,586,160	$43,188,471	$62,301,092	$180,900,257
Total assets	370,730,205	15,754,225	68,586,160	43,188,471	62,301,092	180,900,257
Liabilities
Due to (from) Security Life of Denver	192,254	(393)	79,957	(133,406)	286,280	(40,184)
Total liabilities	192,254	(393)	79,957	(133,406)	286,280	(40,184)
Net assets	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441
Total policyholder reserves	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441
Number of divisional units outstanding (Note 7):
Class A		878,584.296	2,222,867.138	2,586,286.303	4,689,569.461	6,025,479.633
Class B		-	40,727.108	83,750.568	-	704,951.502
Value per divisional unit:      Class A		$17.93	$30.62	$16.41	$13.22	$28.85
Class B		$ -	$10.84	$10.38	$ -	$10.07

See accompanying notes.

FirstLine                       118

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Assets
Investments in mutual funds at
market value (Note 3)	$63,237,456	$11,689,940	$21,534,053	$10,481,915	$7,812,397	$11,719,151
Total assets	63,237,456	11,689,940	21,534,053	10,481,915	7,812,397	11,719,151
Liabilities
Due to (from) Security Life of Denver	(149,658)	(4,691)	(2,043)	(14,437)	465	(128,952)
Total liabilities	(149,658)	(4,691)	(2,043)	(14,437)	465	(128,952)
Net assets	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103
Total policyholder reserves	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103
Number of divisional units outstanding (Note 7):
Class A		698,007.347	782,880.410	680,080.798	341,947.485	658,499.168
Class B		-	23,197.396	2,293.135	-	2,459.473
Value per divisional unit:      Class A		$16.75	$27.19	$15.40	$22.85	$17.96
Class B		$-	$10.79	$ 9.07	$ -	$13.22

See accompanying notes.

FirstLine                       119

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Assets
Investments in mutual funds
at market value (Note 3)	$9,121,476	$2,313,362	$931,424	$4,564,382	$1,312,308
Total assets	9,121,476	2,313,362	931,424	4,564,382	1,312,308
Liabilities
Due to (from) Security Life of Denver	2,390	11	(3)	2,382	-
Total liabilities	2,390	11	(3)	2,382	-
Net assets	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308
Total policyholder reserves	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308
Number of divisional units outstanding (Note 7):      Class A		214,971.664	91,236.724	543,314.421	131,207.896
Class B		-	42.100	36,043.266	395.373
Value per divisional unit:      Class A		$10.76	$10.20	$7.85	$ 9.97
Class B		$ -	$10.02	$8.27	$10.97

See accompanying notes.

FirstLine                       120

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	AIM
	Total AIM	Capital Appreciation	Government Securities
Assets
Investments in mutual funds at
market value (Note 3)	$67,784,644	$51,020,236	$16,764,408
Total assets	67,784,644	51,020,236	16,764,408
Liabilities
Due to (from) Security Life of Denver	(17,930)	(18,440)	510
Total liabilities	(17,930)	(18,440)	510
Net assets	$67,802,574	$51,038,676	$16,763,898
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$67,802,574	$51,038,676	$16,763,898
Total policyholder reserves	$67,802,574	$51,038,676	$16,763,898
Number of divisional units outstanding (Note 7):      Class A		647,483.811	1,022,213.843
Class B		3,435,424.363	469,535.280
Value per divisional unit:      Class A		$14.52	$11.29
Class B		$12.12	$11.13

See accompanying notes.

FirstLine                       121

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	GCG
	Total GCG	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Assets
Investments in mutual funds at market value (Note 3)	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Total assets	2,880,066	-	1,233	-	876,798	1,991,502	-	-	10,533
Liabilities
Due to (from) Security Life of Denver	-	-	-	-	-	-	-	-	-
Total liabilities	-	-	-	-	-	-	-	-	-
Net assets	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Total policyholder reserves	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Number of divisional units outstanding (Note 7):      Class A		-	-	-	-	-	-	-	-
Class B		-	103.679	-	80,478.798	183,932.621	-	-	908.365
Value per divisional unit:      Class A		-	-	-	-	-	-	-	-
Class B		-	$11.89	-	$10.89	$10.83	-	-	$11.60

See accompanying notes.

FirstLine                       122

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Janus
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth
Assets
Investments in mutual funds at market value (Note 3)	$1,508,260	$243,641	$524,583	$319,420	$420,616
Total assets	1,508,260	243,641	524,583	319,420	420,616
Liabilities
Due to (from) Security Life of Denver	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$1,508,260	$243,641	$524,583	$319,420	$420,616
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$1,508,260	$243,641	$524,583	$319,420	$420,616
Total policyholder reserves	$1,508,260	$243,641	$524,583	$319,420	$420,616
Number of divisional units outstanding (Note 7):      Class A		29,430.276	53,752.789	19,710.545	42,106.076
Class B		-	22,786.649	17,011.166	6,269.387
Value per divisional unit:      Class A		$8.28	$6.85	$8.69	$8.69
Class B		$ -	$6.86	$8.71	$8.71

See accompanying notes.

FirstLine                       123

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 2000

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM	Total GCG	Total Janus
Investment income
Dividends from mutual funds	$ 50,577,183	$ 7,022,071	$ 21,585,044	$ 16,687,757	$ 3,487,264	$ 59,217	$ 818,477	$916,460	$ 893
Less valuation period deductions
(Note 2)	4,508,171	450,958	982,444	2,480,381	404,934	59,822	128,874	-	758
Net investment income (loss)	46,069,012	6,571,113	20,602,600	14,207,376	3,082,330	(605)	689,603	916,460	135
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	5,695,914	(1,808,706)	(5,036,278)	10,515,603	1,339,426	220,229	475,369	-	(9,729)
Net unrealized gains (losses) on
investments	(118,856,269)	(7,325,351)	(40,865,515)	(58,774,602)	(7,701,130)	(2,223,947)	(1,820,869)	(46,004)	(98,851)
Net realized and unrealized gains
(losses) on investments	(113,160,355)	(9,134,057)	(45,901,793)	(48,258,999)	(6,361,704)	(2,003,718)	(1,345,500)	(46,004)	(108,580)
Net increase (decrease) in net assets
resulting from operations	$ (67,091,343)	$(2,562,944)	$(25,299,193)	$(34,051,623)	$(3,279,374)	$(2,004,323)	$ (655,897)	$870,456	$(108,445)

See accompanying notes.

FirstLine                       124

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Investment income
Dividends from mutual funds	$ 7,022,071	$775,107	$ 1,356,082	$4,890,882
Less valuation period deductions
(Note 2)	450,958	92,250	138,445	220,263
Net investment income (loss)	6,571,113	682,857	1,217,637	4,670,619
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(1,808,706)	(281,540)	3,777,374	(5,304,540)
Net unrealized gains (losses) on
investments	(7,325,351)	351,484	(7,971,190)	294,355
Net realized and unrealized gains
(losses) on investments	(9,134,057)	69,944	(4,193,816)	(5,010,185)
Net increase (decrease) in net assets
resulting from operations	$(2,562,944)	$752,801	$(2,976,179)	$ (339,566)

See accompanying notes.

FirstLine                       125

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$21,585,044	$9,941,662	$2,936,254	$6,249,935	$2,457,193
Less valuation period deductions
(Note 2)	982,444	222,078	194,721	366,802	198,843
Net investment income (loss)	20,602,600	9,719,584	2,741,533	5,883,133	2,258,350
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(5,036,278)	(9,976,931)	1,057,836	1,775,571	2,107,246
Net unrealized gains (losses) on
investments	(40,865,515)	(9,435,613)	(2,672,195)	(16,304,212)	(12,453,495)
Net realized and unrealized gains
(losses) on investments	(45,901,793)	(19,412,544)	(1,614,359)	(14,528,641)	(10,346,249)
Net increase (decrease) in net assets
resulting from operations	$(25,299,193)	$(9,692,960)	$1,127,174	$(8,645,508)	$(8,087,899)

See accompanying notes.

FirstLine                       126

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment income
Dividends from mutual funds	$ 16,687,757	$1,469,444	$ 6,670,347	$ 3,516,677	$2,798,325	$ 2,232,964
Less valuation period deductions
(Note 2)	2,480,381	105,478	489,501	301,304	340,745	1,243,353
Net investment income (loss)	14,207,376	1,363,966	6,180,846	3,215,373	2,457,580	989,611
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	10,515,603	8,816	2,581,814	1,800,478	-	6,124,495
Net unrealized gains (losses) on
investments	(58,774,602)	(2,092,103)	(17,925,268)	(13,999,080)	-	(24,758,151)
Net realized and unrealized gains
(losses) on investments	(48,258,999)	(2,083,287)	(15,343,454)	(12,198,602)	-	(18,633,656)
Net increase (decrease) in net assets
resulting from operations	$(34,051,623)	$ (719,321)	$(9,162,608)	$(8,983,229)	$2,457,580	$(17,644,045)

See accompanying notes.

FirstLine                       127

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment income
Dividends from mutual funds	$ 3,487,264	$1,540,605	$1,186,862	$ 97,398	$324,011	$ 338,388
Less valuation period deductions
(Note 2)	404,934	80,022	139,132	78,969	43,912	62,899
Net investment income (loss)	3,082,330	1,460,583	1,047,730	18,429	280,099	275,489
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	1,339,426	(314,414)	593,634	(390,743)	256,021	1,194,928
Net unrealized gains (losses) on
investments	(7,701,130)	(1,435,710)	(904,246)	(1,002,431)	(372,493)	(3,986,250)
Net realized and unrealized gains
(losses) on investments	(6,361,704)	(1,750,124)	(310,612)	(1,393,174)	(116,472)	(2,791,322)
Net increase (decrease) in net assets
resulting from operations	$(3,279,374)	$ (289,541)	$ 737,118	$(1,374,745)	$163,627	$(2,515,833)

See accompanying notes.

FirstLine                       128

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment income
Dividends from mutual funds	$ 59,217	$ 25,149	$20,595	$ -	$ 13,473
Less valuation period deductions
(Note 2)	59,822	17,641	5,005	31,191	5,985
Net investment income (loss)	(605)	7,508	15,590	(31,191)	7,488
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	220,229	140,202	(14,783)	87,666	7,144
Net unrealized gains (losses) on
investments	(2,223,947)	123,530	23,588	(2,508,578)	137,513
Net realized and unrealized gains
(losses) on investments	(2,003,718)	263,732	8,805	(2,420,912)	144,657
Net increase (decrease) in net assets
resulting from operations	$(2,004,323)	$271,240	$24,395	$(2,452,103)	$152,145

See accompanying notes.

FirstLine                       129

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	AIM
	Total AIM	Capital Appreciation	Government Securities
Investment income
Dividends from mutual funds	$ 818,477	$ 266,665	$551,812
Less valuation period deductions
(Note 2)	128,874	58,290	70,584
Net investment income (loss)	689,603	208,375	481,228
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
Investments	475,369	418,127	57,242
Net unrealized gains (losses) on
Investments	(1,820,869)	(2,171,530)	350,661
Net realized and unrealized gains
(losses) on investments	(1,345,500)	(1,753,403)	407,903
Net increase (decrease) in net assets
resulting from operations	$ (655,897)	$(1,545,028)	$889,131

See accompanying notes.

FirstLine                       130

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	GCG
	Total GCG	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Investment income
Dividends from mutual funds	$916,460	$ -	$ 90	$ -	$54,281	$861,303	$ -	$ -	$786
Less valuation period deductions (Note 2)	-	-	-	-	-	-	-	-	-
Net investment income (loss)	916,460	-	90	-	54,281	861,303	-	-	786
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	-	-	-	-	-	-	-	-	-
Net unrealized gains (losses) on investments	(46,004)	-	(168)	-	(45,286)	-	-	-	(550)
Net realized and unrealized gains (losses) on investments	(46,004)	-	(168)	-	(45,286)	-	-	-	(550)
Net increase (decrease) in net assets resulting from operations	$870,456	$ -	$ (78)	$ -	$ 8,995	$861,303	$ -	$ -	$236

See accompanying notes.

FirstLine                       131

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Janus
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth
Investment income
Dividends from mutual funds	$ 893	$ -	$ -	$ 83	$ 810
Less valuation period deductions
(Note 2)	758	180	218	147	213
Net investment income (loss)	135	(180)	(218)	(64)	597
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(9,729)	(1,546)	(86)	(7,584)	(513)
Net unrealized gains (losses) on
investments	(98,851)	(15,107)	(50,478)	(16,753)	(16,513)
Net realized and unrealized gains
(losses) on investments	(108,580)	(16,653)	(50,564)	(24,337)	(17,026)
Net increase (decrease) in net assets
resulting from operations	$(108,445)	$(16,833)	$(50,782)	$(24,401)	$(16,429)

See accompanying notes.

FirstLine                       132

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 1999

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Investment income
Dividends from mutual funds	$18,884,169	$2,123,919	$ 7,325,481	$ 7,908,482	$1,183,695	$ 30,826	$ 311,766
Less valuation period deductions
(Note 2)	2,908,885	371,218	557,411	1,629,301	272,130	27,814	51,011
Net investment income (loss)	15,975,284	1,752,701	6,768,070	6,279,181	911,565	3,012	260,755
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	18,191,446	557,950	5,023,269	11,358,812	1,094,239	73,144	84,032
Net unrealized gains (losses) on
investments	55,998,041	3,797,732	17,500,945	30,152,442	2,135,798	1,374,192	1,036,932
Net realized and unrealized gains
(losses) on investments	74,189,487	4,355,682	22,524,214	41,511,254	3,230,037	1,447,336	1,120,964
Net increase (decrease) in net assets
resulting from operations	$90,164,771	$6,108,383	$29,292,284	$47,790,435	$4,141,602	$1,450,348	$1,381,719

See accompanying notes.

FirstLine                       133

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Investment income
Dividends from mutual funds	$2,123,919	$911,596	$ 453,085	$ 759,238
Less valuation period deductions
(Note 2)	371,218	108,699	70,308	192,211
Net investment income (loss)	1,752,701	802,897	382,777	567,027
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	557,950	(293,615)	318,964	532,601
Net unrealized gains (losses) on
investments	3,797,732	(423,477)	3,714,218	506,991
Net realized and unrealized gains
(losses) on investments	4,355,682	(717,092)	4,033,182	1,039,592
Net increase (decrease) in net assets
resulting from operations	$6,108,383	$ 85,805	$4,415,959	$1,606,619

See accompanying notes.

FirstLine                       134

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$ 7,325,481	$2,200,048	$1,636,538	$2,764,203	$ 724,692
Less valuation period deductions
(Note 2)	557,411	141,734	88,955	233,373	93,349
Net investment income (loss)	6,768,070	2,058,314	1,547,583	2,530,830	631,343
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	5,023,269	94,825	322,974	2,007,625	2,597,845
Net unrealized gains (losses) on
investments	17,500,945	5,993,398	2,015,333	4,584,649	4,907,565
Net realized and unrealized gains
(losses) on investments	22,524,214	6,088,223	2,338,307	6,592,274	7,505,410
Net increase (decrease) in net assets
resulting from operations	$29,292,284	$8,146,537	$3,885,890	$9,123,104	$8,136,753

See accompanying notes.

FirstLine                       135

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment income
Dividends from mutual funds	$ 7,908,482	$ 798,528	$ 3,508,501	$ 820,014	$1,277,704	$ 1,503,735
Less valuation period deductions
(Note 2)	1,629,301	83,646	308,868	188,207	188,211	860,369
Net investment income (loss)	6,279,181	714,882	3,199,633	631,807	1,089,493	643,366
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	11,358,812	122,474	7,459,882	553,230	-	3,223,226
Net unrealized gains (losses) on
investments	30,152,442	316,538	3,509,953	8,740,414	-	17,585,537
Net realized and unrealized gains
(losses) on investments	41,511,254	439,012	10,969,835	9,293,644	-	20,808,763
Net increase (decrease) in net assets
resulting from operations	$47,790,435	$1,153,894	$14,169,468	$9,925,451	$1,089,493	$21,452,129

See accompanying notes.

FirstLine                       136

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment income
Dividends from mutual funds	$1,183,695	$ 276,071	$ 252,055	$618,531	$ 37,038	$ -
Less valuation period deductions
(Note 2)	272,130	71,255	97,430	65,338	23,769	14,338
Net investment income (loss)	911,565	204,816	154,625	553,193	13,269	(14,338)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	1,094,239	286,623	506,767	(241,611)	304,911	237,549
Net unrealized gains (losses) on
investments	2,135,798	(923,083)	965,264	379,005	179,598	1,535,014
Net realized and unrealized gains
(losses) on investments	3,230,037	(636,460)	1,472,031	137,394	484,509	1,772,563
Net increase (decrease) in net assets
resulting from operations	$4,141,602	$(431,644)	$1,626,656	$690,587	$497,778	$1,758,225

See accompanying notes.

FirstLine                       137

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment income
Dividends from mutual funds	$ 30,826	$ 16,585	$ 12,446	$ -	$ 1,795
Less valuation period deductions
(Note 2)	27,814	12,646	2,550	10,886	1,732
Net investment income (loss)	3,012	3,939	9,896	(10,886)	63
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	73,144	(313,009)	(25,853)	410,384	1,622
Net unrealized gains (losses) on
investments	1,374,192	592,123	(9,920)	809,962	(17,973)
Net realized and unrealized gains
(losses) on investments	1,447,336	279,114	(35,773)	1,220,346	(16,351)
Net increase (decrease) in net assets
resulting from operations	$1,450,348	$283,053	$(25,877)	$1,209,460	$(16,288)

See accompanying notes.

FirstLine                       138

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	AIM
	Total AIM	Capital Appreciation	Government Securities
Investment income
Dividends from mutual funds	$ 311,766	$ 113,467	$198,299
Less valuation period deductions
(Note 2)	51,011	19,289	31,722
Net investment income (loss)	260,755	94,178	166,577
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	84,032	92,256	(8,224)
Net unrealized gains (losses) on
investments	1,036,932	1,257,369	(220,437)
Net realized and unrealized gains
(losses) on investments	1,120,964	1,349,625	(228,661)
Net increase (decrease) in net assets
resulting from operations	$1,381,719	$1,443,803	$ (62,084)

See accompanying notes.

FirstLine                       139

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 1998

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Investment income
Dividends from mutual funds	$17,747,833	$4,273,690	$ 4,617,072	$ 6,943,854	$1,625,860	$ 189,620	$ 97,737
Less valuation period deductions
(Note 2)	1,740,661	291,487	290,412	971,160	162,321	11,393	13,888
Net investment income (loss)	16,007,172	3,982,203	4,326,660	5,972,694	1,463,539	178,227	83,849
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	8,536,274	347,823	1,685,294	6,403,348	355,780	(260,570)	4,599
Net unrealized gains (losses) on
investments	18,766,977	(2,323,636)	5,825,800	15,230,082	248,681	(368,037)	154,087
Net realized and unrealized gains
(losses) on investments	27,303,251	(1,975,813)	7,511,094	21,633,430	604,461	(628,607)	158,686
Net increase (decrease) in net
assets resulting from operations	$43,310,423	$2,006,390	$11,837,754	$27,606,124	$2,068,000	$(450,380)	$242,535

See accompanying notes.

FirstLine                       140

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	NB
	Total NB	Limited Maturity Bond	Growth	Government Income	Partners
Investment income
Dividends from mutual funds	$4,273,690	$409,268	$1,579,109	$136,565	$2,148,748
Less valuation period deductions
(Note 2)	291,487	87,183	52,660	3,213	148,431
Net investment income (loss)	3,982,203	322,085	1,526,449	133,352	2,000,317
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	347,823	10,003	(264,148)	(53,894)	655,862
Net unrealized gains (losses) on
investments	(2,323,636)	59,369	(81,576)	(60,954)	(2,240,475)
Net realized and unrealized gains
(losses) on investments	(1,975,813)	69,372	(345,724)	(114,848)	(1,584,613)
Net increase (decrease) in net
assets resulting from operations	$2,006,390	$391,457	$1,180,725	$ 18,504	$ 415,704

See accompanying notes.

FirstLine                       141

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$ 4,617,072	$1,681,373	$ 593,045	$2,196,712	$ 145,942
Less valuation period deductions
(Note 2)	290,412	95,588	53,316	113,376	28,132
Net investment income (loss)	4,326,660	1,585,785	539,729	2,083,336	117,810
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	1,685,294	186,963	316,932	915,872	265,527
Net unrealized gains (losses) on
investments	5,825,800	166,990	1,022,340	3,099,428	1,537,042
Net realized and unrealized gains
(losses) on investments	7,511,094	353,953	1,339,272	4,015,300	1,802,569
Net increase (decrease) in net
assets resulting from operations	$11,837,754	$1,939,738	$1,879,001	$6,098,636	$1,920,379

See accompanying notes.

FirstLine                       142

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment income
Dividends from mutual funds	$ 6,943,854	$ 808,986	$2,663,618	$1,015,626	$830,137	$ 1,625,487
Less valuation period deductions
(Note 2)	971,160	63,669	183,002	129,504	116,932	478,053
Net investment income (loss)	5,972,694	745,317	2,480,616	886,122	713,205	1,147,434
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	6,403,348	20,247	1,534,000	298,379	-	4,550,722
Net unrealized gains (losses) on
investments	15,230,082	315,702	4,444,805	707,398	-	9,762,177
Net realized and unrealized gains
(losses) on investments	21,633,430	335,949	5,978,805	1,005,777	-	14,312,899
Net increase (decrease) in net
assets resulting from operations	$27,606,124	$1,081,266	$8,459,421	$1,891,899	$713,205	$15,460,333

See accompanying notes.

FirstLine                       143

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment income
Dividends from mutual funds	$1,625,860	$312,534	$ 514,174	$769,805	$ 29,058	$ 289
Less valuation period deductions
(Note 2)	162,321	40,898	60,678	49,140	10,730	875
Net investment income (loss)	1,463,539	271,636	453,496	720,665	18,328	(586)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	355,780	136,473	342,342	(151,382)	35,245	(6,898)
Net unrealized gains (losses) on
investments	248,681	73,689	359,519	(541,125)	282,500	74,098
Net realized and unrealized gains
(losses) on investments	604,461	210,162	701,861	(692,507)	317,745	67,200
Net increase (decrease) in net
assets resulting from operations	$2,068,000	$481,798	$1,155,357	$ 28,158	$336,073	$66,614

See accompanying notes.

FirstLine                       144

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	Van Eck
	Total Van Eck	Worldwide Balanced	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment income
Dividends from mutual funds	$ 189,620	$45,674	$ 143,946	$ -	$ -	$ -
Less valuation period deductions      (Note 2)	11,393	1,050	8,170	212	1,736	225
Net investment income (loss)	178,227	44,624	135,776	(212)	(1,736)	(225)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	(260,570)	4,682	(162,110)	130	(101,436)	(1,836)
Net unrealized gains (losses) on investments	(368,037)	(23,403)	(395,698)	3,953	47,140	(29)
Net realized and unrealized gains (losses) on investments	(628,607)	(18,721)	(557,808)	4,083	(54,296)	(1,865)
Net increase (decrease) in net assets resulting from operations	$(450,380)	$25,903	$(422,032)	$3,871	$ (56,032)	$(2,090)

See accompanying notes.

FirstLine                       145

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	AIM
	Total AIM	Capital Appreciation	Government Securities
Investment income
Dividends from mutual funds	$ 97,737	$ 27,109	$ 70,628
Less valuation period deductions
(Note 2)	13,888	3,056	10,832
Net investment income (loss)	83,849	24,053	59,796
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	4,599	(3,315)	7,914
Net unrealized gains (losses) on
investments	154,087	119,225	34,862
Net realized and unrealized gains
(losses) on investments	158,686	115,910	42,776
Net increase (decrease) in net
assets resulting from operations	$242,535	$139,963	$102,572

See accompanying notes.

FirstLine                       146

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 2000

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM	Total GCG	Total Janus
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 46,069,012	$ 6,571,113	$ 20,602,600	$ 14,207,376	$ 3,082,330	$ (605)	$ 689,603	$ 916,460	$ 135
Net realized gains (losses) on
investments	5,695,914	(1,808,706)	(5,036,278)	10,515,603	1,339,426	220,229	475,369	-	(9,729)
Net unrealized gains (losses) on
investments	(118,856,269)	(7,325,351)	(40,865,515)	(58,774,602)	(7,701,130)	(2,223,947)	(1,820,869)	(46,004)	(98,851)
Increase (decrease) in net assets from
operations	(67,091,343)	(2,562,944)	(25,299,193)	(34,051,623)	(3,279,374)	(2,004,323)	(655,897)	870,456	(108,445)
Changes from principal
transactions
Net premiums	317,402,712	12,252,726	37,515,640	184,341,968	18,591,825	3,290,844	6,971,977	53,982,127	455,605
Cost of insurance and
administrative charges	(30,552,382)	(2,409,367)	(6,276,189)	(16,796,166)	(3,114,778)	(384,336)	(861,571)	(702,322)	(7,653)
Benefit payments	(1,594,522)	(19,938)	(28,371)	(1,534,182)	(12,031)	-	-	-	-
Surrenders	(21,566,997)	(3,720,641)	(4,011,887)	(11,413,075)	(1,965,457)	(86,249)	(369,688)	-	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(7,189,963)	4,582,877	21,813,159	(44,990,539)	8,412,713	2,032,846	51,053,800	(51,255,284)	1,160,465
Other	478,335	175,141	731,362	535,825	115,805	(33,873)	(1,039,302)	(14,911)	8,288
Increase (decrease) from principal
transactions	256,977,183	10,860,798	49,743,714	110,143,831	22,028,077	4,819,232	55,755,216	2,009,610	1,616,705
Total increase (decrease) in net assets	189,885,840	8,297,854	24,444,521	76,092,208	18,748,703	2,814,909	55,099,319	2,880,066	1,508,260
Net assets at beginning of year	521,302,968	53,696,982	109,514,400	294,445,743	44,638,411	6,304,177	12,703,255	-	-
Net assets at end of year	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$ 2,880,066	$1,508,260

See accompanying notes.

FirstLine                       147

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 6,571,113	$ 682,857	$ 1,217,637	$ 4,670,619
Net realized gains (losses) on
investments	(1,808,706)	(281,540)	3,777,374	(5,304,540)
Net unrealized gains (losses) on
investments	(7,325,351)	351,484	(7,971,190)	294,355
Increase (decrease) in net assets from
operations	(2,562,944)	752,801	(2,976,179)	(339,566)
Changes from principal
transactions
Net premiums	12,252,726	3,373,191	3,809,287	5,070,248
Cost of insurance and
administrative charges	(2,409,367)	(422,495)	(645,717)	(1,341,155)
Benefit payments	(19,938)	-	-	(19,938)
Surrenders	(3,720,641)	(485,003)	(434,853)	(2,800,785)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	4,582,877	72,092	7,083,628	(2,572,843)
Other	175,141	2,737	32,586	139,818
Increase (decrease) from principal
transactions	10,860,798	2,540,522	9,844,931	(1,524,655)
Total increase (decrease) in net assets	8,297,854	3,293,323	6,868,752	(1,864,221)
Net assets at beginning of year	53,696,982	11,200,828	13,076,154	29,420,000
Net assets at end of year	$61,994,836	$14,494,151	$19,944,906	$27,555,779

See accompanying notes.

FirstLine                       148

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 20,602,600	$ 9,719,584	$ 2,741,533	$ 5,883,133	$ 2,258,350
Net realized gains (losses) on
investments	(5,036,278)	(9,976,931)	1,057,836	1,775,571	2,107,246
Net unrealized gains (losses) on
investments	(40,865,515)	(9,435,613)	(2,672,195)	(16,304,212)	(12,453,495)
Increase (decrease) in net assets from
operations	(25,299,193)	(9,692,960)	1,127,174	(8,645,508)	(8,087,899)
Changes from principal
transactions
Net premiums	37,515,640	6,777,077	8,256,914	14,199,181	8,282,468
Cost of insurance and
administrative charges	(6,276,189)	(1,361,117)	(1,182,610)	(2,244,564)	(1,487,898)
Benefit payments	(28,371)	(8,499)	-	-	(19,872)
Surrenders	(4,011,887)	(1,213,521)	(527,415)	(1,866,225)	(404,726)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	21,813,159	3,623,099	8,242,898	7,157,011	2,790,151
Other	731,362	265,296	89,303	135,039	241,724
Increase (decrease) from principal
transactions	49,743,714	8,082,335	14,879,090	17,380,442	9,401,847
Total increase (decrease) in net assets	24,444,521	(1,610,625)	16,006,264	8,734,934	1,313,948
Net assets at beginning of year	109,514,400	27,779,755	17,287,487	41,383,498	23,063,660
Net assets at end of year	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608

See accompanying notes.

FirstLine                       149

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 14,207,376	$ 1,363,966	$ 6,180,846	$ 3,215,373	$ 2,457,580	$ 989,611
Net realized gains (losses) on
investments	10,515,603	8,816	2,581,814	1,800,478	-	6,124,495
Net unrealized gains (losses) on
investments	(58,774,602)	(2,092,103)	(17,925,268)	(13,999,080)	-	(24,758,151)
Increase (decrease) in net assets from
operations	(34,051,623)	(719,321)	(9,162,608)	(8,983,229)	2,457,580	(17,644,045)
Changes from principal
transactions
Net premiums	184,341,968	4,246,313	16,858,828	10,774,262	102,634,205	49,828,360
Cost of insurance and
administrative charges	(16,796,166)	(729,175)	(2,871,811)	(1,545,175)	(3,421,123)	(8,228,882)
Benefit payments	(1,534,182)	-	(8,585)	-	(1,512,600)	(12,997)
Surrenders	(11,413,075)	(523,096)	(1,526,139)	(1,310,651)	(1,580,652)	(6,472,537)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(44,990,539)	(110,602)	6,705,250	9,264,961	(71,323,681)	10,473,533
Other	535,825	41	353,438	137,428	(36,325)	81,243
Increase (decrease) from principal
transactions	110,143,831	2,883,481	19,510,981	17,320,825	24,759,824	45,668,720
Total increase (decrease) in net assets	76,092,208	2,164,160	10,348,373	8,337,596	27,217,404	28,024,675
Net assets at beginning of year	294,445,743	13,590,458	58,157,830	34,984,281	34,797,408	152,915,766
Net assets at end of year	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$ 62,014,812	$180,940,441

See accompanying notes.

FirstLine                       150

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 3,082,330	$ 1,460,583	$ 1,047,730	$ 18,429	$ 280,099	$ 275,489
Net realized gains (losses) on
investments	1,339,426	(314,414)	593,634	(390,743)	256,021	1,194,928
Net unrealized gains (losses) on
investments	(7,701,130)	(1,435,710)	(904,246)	(1,002,431)	(372,493)	(3,986,250)
Increase (decrease) in net assets from
operations	(3,279,374)	(289,541)	737,118	(1,374,745)	163,627	(2,515,833)
Changes from principal
transactions
Net premiums	18,591,825	4,101,918	5,744,367	2,639,161	2,052,375	4,054,004
Cost of insurance and
administrative charges	(3,114,778)	(753,096)	(1,128,125)	(507,500)	(326,968)	(399,089)
Benefit payments	(12,031)	-	(12,031)	-	-	-
Surrenders	(1,965,457)	(882,070)	(593,452)	(303,992)	(148,234)	(37,709)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	8,412,713	(858,136)	588,741	584,364	1,906,098	6,191,646
Other	115,805	(11,094)	(21,075)	38,387	23,719	85,868
Increase (decrease) from principal
transactions	22,028,077	1,597,522	4,578,425	2,450,420	3,506,990	9,894,720
Total increase (decrease) in net assets	18,748,703	1,307,981	5,315,543	1,075,675	3,670,617	7,378,887
Net assets at beginning of year	44,638,411	10,386,650	16,220,553	9,420,677	4,141,315	4,469,216
Net assets at end of year	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103

See accompanying notes.

FirstLine                       151

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ (605)	$ 7,508	$ 15,590	$ (31,191)	$ 7,488
Net realized gains (losses) on
investments	220,229	140,202	(14,783)	87,666	7,144
Net unrealized gains (losses) on
investments	(2,223,947)	123,530	23,588	(2,508,578)	137,513
Increase (decrease) in net assets from
operations	(2,004,323)	271,240	24,395	(2,452,103)	152,145
Changes from principal
transactions
Net premiums	3,290,844	358,451	329,600	2,190,959	411,834
Cost of insurance and
administrative charges	(384,336)	(106,083)	(44,145)	(190,748)	(43,360)
Benefit payments	-	-	-	-	-
Surrenders	(86,249)	(36,625)	(12,576)	(35,659)	(1,389)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	2,032,846	(475,702)	298,840	1,965,172	244,536
Other	(33,873)	(4,008)	1,110	(29,680)	(1,295)
Increase (decrease) from principal
transactions	4,819,232	(263,967)	572,829	3,900,044	610,326
Total increase (decrease) in net assets	2,814,909	7,273	597,224	1,447,941	762,471
Net assets at beginning of year	6,304,177	2,306,078	334,203	3,114,059	549,837
Net assets at end of year	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308

See accompanying notes.

FirstLine                       152

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	AIM
	Total AIM	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 689,603	$ 208,375	$ 481,228
Net realized gains (losses) on
investments	475,369	418,127	57,242
Net unrealized gains (losses) on
investments	(1,820,869)	(2,171,530)	350,661
Increase (decrease) in net assets from
operations	(655,897)	(1,545,028)	889,131
Changes from principal
transactions
Net premiums	6,971,977	4,809,190	2,162,787
Cost of insurance and
administrative charges	(861,571)	(550,172)	(311,399)
Benefit payments	-	-	-
Surrenders	(369,688)	(120,337)	(249,351)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	51,053,800	44,182,854	6,870,946
Other	(1,039,302)	(1,046,753)	7,451
Increase (decrease) from principal
transactions	55,755,216	47,274,782	8,480,434
Total increase (decrease) in net assets	55,099,319	45,729,754	9,369,565
Net assets at beginning of year	12,703,255	5,308,922	7,394,333
Net assets at end of year	$67,802,574	$51,038,676	$16,763,898

See accompanying notes.

FirstLine                       153

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	GCG
	Total GCG	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 916,460	$ -	$ 90	$ -	$ 54,281	$ 861,303	$ -	$ -	$ 786
Net realized gains (losses) on
investments	-	-	-	-	-	-	-	-	-
Net unrealized gains (losses) on
investments	(46,004)	-	(168)	-	(45,286)	-	-	-	(550)
Increase (decrease) in net assets from
operations	870,456	-	(78)	-	8,995	861,303	-	-	236
Changes from principal
transactions
Net premiums	53,982,127	-	-	-	868,271	53,113,856	-	-	-
Cost of insurance and
administrative charges	(702,322)	-	-	-	(3,837)	(698,485)	-	-	-
Benefit payments	-
Surrenders	-	-	-	-	-	-	-	-	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(51,255,284)	-	1,311	-	3,369	(51,270,261)	-	-	10,297
Other	(14,911)	-	-	-	-	(14,911)	-	-	-
Increase (decrease) from principal
transactions	2,009,610	-	1,311	-	867,803	1,130,199	-	-	10,297
Total increase (decrease) in net assets	2,880,066	-	1,233	-	876,798	1,991,502	-	-	10,533
Net assets at beginning of year	-	-	-	-	-	-	-	-	-
Net assets at end of year	$ 2,880,066	$ -	$1,233	$ -	$876,798	$ 1,991,502	$ -	$ -	$10,533

See accompanying notes.

FirstLine                       154

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Janus
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 135	$ (180)	$ (218)	$ (64)	$ 597
Net realized gains (losses) on investments	(9,729)	(1,546)	(86)	(7,584)	(513)
Net unrealized gains (losses) on investments	(98,851)	(15,107)	(50,478)	(16,753)	(16,513)
Increase (decrease) in net assets from operations	(108,445)	(16,833)	(50,782)	(24,401)	(16,429)
Changes from principal transactions
Net premiums	455,605	44,231	197,569	202,866	10,939
Cost of insurance and administrative expenses	(7,653)	(1,752)	(2,059)	(1,621)	(2,221)
Benefit payments	-	-	-	-	-
Surrenders	-	-	-	-	-
Net transfers among divisions (including the loan       division and guaranteed interest division in the general account)	1,160,465	216,576	370,746	142,784	430,359
Other	8,288	1,419	9,109	(208)	(2,032)
Increase (decrease) from principal transactions	1,616,705	260,474	575,365	343,821	437,045
Total increase (decrease) in net assets	1,508,260	243,641	524,583	319,420	420,616
Net assets at beginning of year	-	-	-	-	-
Net assets at end of year	$1,508,260	$243,641	$524,583	$319,420	$420,616

See accompanying notes.

FirstLine                       155

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1999

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 15,975,284	$ 1,752,701	$ 6,768,070	$ 6,279,181	$ 911,565	$ 3,012	$ 260,755
Net realized gains (losses) on
investments	18,191,446	557,950	5,023,269	11,358,812	1,094,239	73,144	84,032
Net unrealized gains (losses) on
investments	55,998,041	3,797,732	17,500,945	30,152,442	2,135,798	1,374,192	1,036,932
Increase (decrease) in net assets from
operations	90,164,771	6,108,383	29,292,284	47,790,435	4,141,602	1,450,348	1,381,719
Changes from principal
transactions
Net premiums	162,042,407	9,691,552	19,246,531	115,810,413	12,770,723	1,311,620	3,211,568
Cost of insurance and
administrative charges	(20,649,015)	(2,172,531)	(3,837,369)	(11,622,709)	(2,460,819)	(173,456)	(382,131)
Benefit payments	(542,037)	-	-	(542,037)	-	-	-
Surrenders	(15,066,657)	(1,529,928)	(3,447,763)	(7,887,081)	(1,567,128)	(33,331)	(601,426)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	91,435	(5,513,893)	13,797,533	(17,535,989)	2,140,348	1,919,235	5,284,201
Other	231,958	45,648	34,663	146,782	(17,068)	12,762	9,171
Increase (decrease) from principal
transactions	126,108,091	520,848	25,793,595	78,369,379	10,866,056	3,036,830	7,521,383
Total increase (decrease) in net assets	216,272,862	6,629,231	55,085,879	126,159,814	15,007,658	4,487,178	8,903,102
Net assets at beginning of year	305,030,106	47,067,751	54,428,521	168,285,929	29,630,753	1,816,999	3,800,153
Net assets at end of year	$521,302,968	$53,696,982	$109,514,400	$294,445,743	$44,638,411	$6,304,177	$12,703,255

See accompanying notes.

FirstLine                       156

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 1,752,701	$ 802,897	$ 382,777	$ 567,027
Net realized gains (losses) on
investments	557,950	(293,615)	318,964	532,601
Net unrealized gains (losses) on
investments	3,797,732	(423,477)	3,714,218	506,991
Increase (decrease) in net assets from
operations	6,108,383	85,805	4,415,959	1,606,619
Changes from principal
transactions
Net premiums	9,691,552	2,691,658	1,968,259	5,031,635
Cost of insurance and
administrative charges	(2,172,531)	(532,487)	(382,030)	(1,258,014)
Benefit payments	-	-	-	-
Surrenders	(1,529,928)	(1,033,731)	(175,255)	(320,942)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(5,513,893)	(5,610,959)	(1,798,195)	1,895,261
Other	45,648	22,193	21,256	2,199
Increase (decrease) from principal
transactions	520,848	(4,463,326)	(365,965)	5,350,139
Total increase (decrease) in net assets	6,629,231	(4,377,521)	4,049,994	6,956,758
Net assets at beginning of year	47,067,751	15,578,349	9,026,160	22,463,242
Net assets at end of year	$53,696,982	$11,200,828	$13,076,154	$29,420,000

See accompanying notes.

FirstLine                       157

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 6,768,070	$ 2,058,314	$ 1,547,583	$ 2,530,830	$ 631,343
Net realized gains (losses) on
investments	5,023,269	94,825	322,974	2,007,625	2,597,845
Net unrealized gains (losses) on
investments	17,500,945	5,993,398	2,015,333	4,584,649	4,907,565
Increase (decrease) in net assets from
operations	29,292,284	8,146,537	3,885,890	9,123,104	8,136,753
Changes from principal
transactions
Net premiums	19,246,531	4,618,903	3,508,936	7,654,291	3,464,401
Cost of insurance and
administrative charges	(3,837,369)	(957,053)	(661,896)	(1,597,077)	(621,343)
Benefit payments	-	-	-	-	-
Surrenders	(3,447,763)	(986,740)	(286,174)	(1,594,894)	(579,955)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	13,797,533	1,461,610	1,637,697	4,904,801	5,793,425
Other	34,663	(6,873)	(17,173)	(10,341)	69,050
Increase (decrease) from principal
transactions	25,793,595	4,129,847	4,181,390	9,356,780	8,125,578
Total increase (decrease) in net assets	55,085,879	12,276,384	8,067,280	18,479,884	16,262,331
Net assets at beginning of year	54,428,521	15,503,371	9,220,207	22,903,614	6,801,329
Net assets at end of year	$109,514,400	$27,779,755	$17,287,487	$41,383,498	$23,063,660

See accompanying notes.

FirstLine                       158

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 6,279,181	$ 714,882	$ 3,199,633	$ 631,807	$ 1,089,493	$ 643,366
Net realized gains (losses) on
investments	11,358,812	122,474	7,459,882	553,230	-	3,223,226
Net unrealized gains (losses) on
investments	30,152,442	316,538	3,509,953	8,740,414	-	17,585,537
Increase (decrease) in net assets from
operations	47,790,435	1,153,894	14,169,468	9,925,451	1,089,493	21,452,129
Changes from principal
transactions
Net premiums	115,810,413	3,791,052	9,969,268	5,963,624	62,143,060	33,943,409
Cost of insurance and
administrative charges	(11,622,709)	(604,489)	(1,912,531)	(1,071,163)	(2,273,369)	(5,761,157)
Benefit payments	(542,037)	-	-	-	(542,037)	-
Surrenders	(7,887,081)	(641,428)	(1,308,922)	(1,227,419)	(1,281,819)	(3,427,493)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(17,535,989)	(349,280)	4,285,808	788,107	(42,741,942)	20,481,318
Other	146,782	3,430	54,597	23,794	(8,230)	73,191
Increase (decrease) from principal
transactions	78,369,379	2,199,285	11,088,220	4,476,943	15,295,663	45,309,268
Total increase (decrease) in net assets	126,159,814	3,353,179	25,257,688	14,402,394	16,385,156	66,761,397
Net assets at beginning of year	168,285,929	10,237,279	32,900,142	20,581,887	18,412,252	86,154,369
Net assets at end of year	$294,445,743	$13,590,458	$58,157,830	$34,984,281	$34,797,408	$152,915,766

See accompanying notes.

FirstLine                       159

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 911,565	$ 204,816	$ 154,625	$ 553,193	$ 13,269	$ (14,338)
Net realized gains (losses) on
investments	1,094,239	286,623	506,767	(241,611)	304,911	237,549
Net unrealized gains (losses) on
investments	2,135,798	(923,083)	965,264	379,005	179,598	1,535,014
Increase (decrease) in net assets from
operations	4,141,602	(431,644)	1,626,656	690,587	497,778	1,758,225
Changes from principal
transactions
Net premiums	12,770,723	4,580,034	4,374,844	1,987,501	1,127,118	701,226
Cost of insurance and
administrative charges	(2,460,819)	(764,047)	(922,117)	(471,532)	(198,877)	(104,246)
Benefit payments	-	-	-	-	-	-
Surrenders	(1,567,128)	(239,246)	(333,959)	(155,182)	(820,016)	(18,725)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	2,140,348	(854,496)	643,961	(518,177)	1,491,088	1,377,972
Other	(17,068)	(9,279)	(21,837)	4,698	3,264	6,086
Increase (decrease) from principal
transactions	10,866,056	2,712,966	3,740,892	847,308	1,602,577	1,962,313
Total increase (decrease) in net assets	15,007,658	2,281,322	5,367,548	1,537,895	2,100,355	3,720,538
Net assets at beginning of year	29,630,753	8,105,328	10,853,005	7,882,782	2,040,960	748,678
Net assets at end of year	$44,638,411	$10,386,650	$16,220,553	$9,420,677	$4,141,315	$4,469,216

See accompanying notes.

FirstLine                       160

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 3,012	$ 3,939	$ 9,896	$ (10,886)	$ 63
Net realized gains (losses) on
investments	73,144	(313,009)	(25,853)	410,384	1,622
Net unrealized gains (losses) on
investments	1,374,192	592,123	(9,920)	809,962	(17,973)
Increase (decrease) in net assets from
operations	1,450,348	283,053	(25,877)	1,209,460	(16,288)
Changes from principal
transactions
Net premiums	1,311,620	441,045	253,322	416,537	200,716
Cost of insurance and
administrative charges	(173,456)	(86,064)	(17,509)	(56,532)	(13,351)
Benefit payments	-	-	-	-	-
Surrenders	(33,331)	(23,325)	-	(5,545)	(4,461)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,919,235	602,367	(80,721)	1,091,100	306,489
Other	12,762	15,247	(819)	(2,117)	451
Increase (decrease) from principal
transactions	3,036,830	949,270	154,273	1,443,443	489,844
Total increase (decrease) in net assets	4,487,178	1,232,323	128,396	2,652,903	473,556
Net assets at beginning of year	1,816,999	1,073,755	205,807	461,156	76,281
Net assets at end of year	$6,304,177	$2,306,078	$334,203	$3,114,059	$549,837

See accompanying notes.

FirstLine                       161

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	AIM
	Total AIM	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 260,755	$ 94,178	$ 166,577
Net realized gains (losses) on
Investments	84,032	92,256	(8,224)
Net unrealized gains (losses) on
Investments	1,036,932	1,257,369	(220,437)
Increase (decrease) in net assets from
operations	1,381,719	1,443,803	(62,084)
Changes from principal
transactions
Net premiums	3,211,568	1,497,094	1,714,474
Cost of insurance and
administrative charges	(382,131)	(216,619)	(165,512)
Benefit payments	-	-	-
Surrenders	(601,426)	(18,584)	(582,842)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	5,284,201	1,391,719	3,892,482
Other	9,171	7,073	2,098
Increase (decrease) from principal
transactions	7,521,383	2,660,683	4,860,700
Total increase (decrease) in net assets	8,903,102	4,104,486	4,798,616
Net assets at beginning of year	3,800,153	1,204,436	2,595,717
Net assets at end of year	$12,703,255	$5,308,922	$7,394,333

See accompanying notes.

FirstLine                       162

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1998

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 16,007,172	$ 3,982,203	$ 4,326,660	$ 5,972,694	$ 1,463,539	$ 178,227	$ 83,849
Net realized gains (losses) on
investments	8,536,274	347,823	1,685,294	6,403,348	355,780	(260,570)	4,599
Net unrealized gains (losses) on
investments	18,766,977	(2,323,636)	5,825,800	15,230,082	248,681	(368,037)	154,087
Increase (decrease) in net assets
from operations	43,310,423	2,006,390	11,837,754	27,606,124	2,068,000	(450,380)	242,535
Changes from principal
transactions
Net premiums	128,820,440	12,563,792	13,089,164	92,335,231	8,092,294	875,501	1,864,458
Cost of insurance and
administrative charges	(14,458,798)	(2,063,802)	(2,525,683)	(8,200,381)	(1,481,570)	(108,634)	(78,728)
Benefit payments	(306,862)	(11,220)	(26,492)	(259,989)	(9,161)	-	-
Surrenders	(10,842,736)	(725,767)	(859,454)	(8,654,377)	(586,533)	(15,198)	(1,407)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(3,936,799)	8,461,193	4,831,250	(25,231,056)	6,011,967	216,552	1,773,295
Other	(41,582)	(87,331)	(18,626)	54,208	9,107	1,060	-
Increase (decrease) from principal
transactions	99,233,663	18,136,865	14,490,159	50,043,636	12,036,104	969,281	3,557,618
Total increase (decrease) in net assets	142,544,086	20,143,255	26,327,913	77,649,760	14,104,104	518,901	3,800,153
Net assets at beginning of year	162,486,020	26,924,496	28,100,608	90,636,169	15,526,649	1,298,098	-
Net assets at end of year	$305,030,106	$47,067,751	$54,428,521	$168,285,929	$29,630,753	$1,816,999	$3,800,153

See accompanying notes.

FirstLine                       163

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	NB
	Total NB	Limited Maturity Bond	Growth	Government Income	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 3,982,203	$ 322,085	$1,526,449	$133,352	$ 2,000,317
Net realized gains (losses) on
investments	347,823	10,003	(264,148)	(53,894)	655,862
Net unrealized gains (losses) on
investments	(2,323,636)	59,369	(81,576)	(60,954)	(2,240,475)
Increase (decrease) in net assets
from operations	2,006,390	391,457	1,180,725	18,504	415,704
Changes from principal
transactions
Net premiums	12,563,792	3,839,599	2,578,265	31,593	6,114,335
Cost of insurance and
administrative charges	(2,063,802)	(492,782)	(393,894)	(14,839)	(1,162,287)
Benefit payments	(11,220)	-	-	-	(11,220)
Surrenders	(725,767)	(15,922)	(419,497)	(3,243)	(287,105)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	8,461,193	5,212,588	513,663	(894,126)	3,629,068
Other	(87,331)	(31,757)	3,226	(31,566)	(27,234)
Increase (decrease) from principal
transactions	18,136,865	8,511,726	2,281,763	(912,181)	8,255,557
Total increase (decrease) in net assets	20,143,255	8,903,183	3,462,488	(893,677)	8,671,261
Net assets at beginning of year	26,924,496	6,675,166	5,563,672	893,677	13,791,981
Net assets at end of year	$47,067,751	$15,578,349	$9,026,160	$ -	$22,463,242

See accompanying notes.

FirstLine                       164

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 4,326,660	$ 1,585,785	$ 539,729	$ 2,083,336	$ 117,810
Net realized gains (losses) on
investments	1,685,294	186,963	316,932	915,872	265,527
Net unrealized gains (losses) on
investments	5,825,800	166,990	1,022,340	3,099,428	1,537,042
Increase (decrease) in net assets
from operations	11,837,754	1,939,738	1,879,001	6,098,636	1,920,379
Changes from principal
transactions
Net premiums	13,089,164	4,154,774	2,573,424	5,298,963	1,062,003
Cost of insurance and
administrative charges	(2,525,683)	(803,988)	(473,224)	(989,260)	(259,211)
Benefit payments	(26,492)	(14,248)	(12,244)	-	-
Surrenders	(859,454)	(196,345)	(376,263)	(216,867)	(69,979)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	4,831,250	(35,168)	528,261	3,094,366	1,243,791
Other	(18,626)	(504)	(14,286)	1,597	(5,433)
Increase (decrease) from principal
transactions	14,490,159	3,104,521	2,225,668	7,188,799	1,971,171
Total increase (decrease) in net assets	26,327,913	5,044,259	4,104,669	13,287,435	3,891,550
Net assets at beginning of year	28,100,608	10,459,112	5,115,538	9,616,179	2,909,779
Net assets at end of year	$54,428,521	$15,503,371	$9,220,207	$22,903,614	$6,801,329

See accompanying notes.

FirstLine                       165

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 5,972,694	$ 745,317	$ 2,480,616	$ 886,122	$ 713,205	$ 1,147,434
Net realized gains (losses) on
investments	6,403,348	20,247	1,534,000	298,379	-	4,550,722
Net unrealized gains (losses) on
investments	15,230,082	315,702	4,444,805	707,398	-	9,762,177
Increase (decrease) in net assets
from operations	27,606,124	1,081,266	8,459,421	1,891,899	713,205	15,460,333
Changes from principal
transactions
Net premiums	92,335,231	2,713,832	8,443,426	5,709,711	55,421,815	20,046,447
Cost of insurance and
administrative charges	(8,200,381)	(490,838)	(1,358,671)	(939,010)	(1,769,895)	(3,641,967)
Benefit payments	(259,989)	-	(8,890)	(8,379)	(240,733)	(1,987)
Surrenders	(8,654,377)	(652,157)	(2,494,098)	(438,536)	(2,335,262)	(2,734,324)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(25,231,056)	1,440,884	1,798,160	2,169,798	(48,429,964)	17,790,066
Other	54,208	7,219	(14,128)	(29,375)	39,827	50,665
Increase (decrease) from principal
transactions	50,043,636	3,018,940	6,365,799	6,464,209	2,685,788	31,508,900
Total increase (decrease) in net assets	77,649,760	4,100,206	14,825,220	8,356,108	3,398,993	46,969,233
Net assets at beginning of year	90,636,169	6,137,073	18,074,922	12,225,779	15,013,259	39,185,136
Net assets at end of year	$168,285,929	$10,237,279	$32,900,142	$20,581,887	$18,412,252	$86,154,369

See accompanying notes.

FirstLine                       166

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 1,463,539	$ 271,636	$ 453,496	$ 720,665	$ 18,328	$ (586)
Net realized gains (losses) on
investments	355,780	136,473	342,342	(151,382)	35,245	(6,898)
Net unrealized gains (losses) on
investments	248,681	73,689	359,519	(541,125)	282,500	74,098
Increase (decrease) in net assets
from operations	2,068,000	481,798	1,155,357	28,158	336,073	66,614
Changes from principal
transactions
Net premiums	8,092,294	2,104,849	3,170,236	2,297,048	435,105	85,056
Cost of insurance and
administrative charges	(1,481,570)	(425,176)	(567,563)	(389,895)	(87,692)	(11,244)
Benefit payments	(9,161)	-	(9,161)	-	-	-
Surrenders	(586,533)	(56,509)	(192,220)	(329,292)	(8,210)	(302)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	6,011,967	2,955,200	1,315,595	931,519	201,017	608,636
Other	9,107	556	22,617	(18,840)	4,856	(82)
Increase (decrease) from principal
transactions	12,036,104	4,578,920	3,739,504	2,490,540	545,076	682,064
Total increase (decrease) in net assets	14,104,104	5,060,718	4,894,861	2,518,698	881,149	748,678
Net assets at beginning of year	15,526,649	3,044,610	5,958,144	5,364,084	1,159,811	-
Net assets at end of year	$29,630,753	$8,105,328	$10,853,005	$7,882,782	$2,040,960	$748,678

See accompanying notes.

FirstLine                       167

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	Van Eck
	Total Van Eck	Worldwide Balanced	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 178,227	$ 44,624	$ 135,776	$ (212)	$ (1,736)	$ (225)
Net realized gains (losses) on
investments	(260,570)	4,682	(162,110)	130	(101,436)	(1,836)
Net unrealized gains (losses) on
investments	(368,037)	(23,403)	(395,698)	3,953	47,140	(29)
Increase (decrease) in net assets
from operations	(450,380)	25,903	(422,032)	3,871	(56,032)	(2,090)
Changes from principal
transactions
Net premiums	875,501	(1,347)	571,430	129,336	137,102	38,980
Cost of insurance and
administrative charges	(108,634)	(9,423)	(86,867)	(1,544)	(7,777)	(3,023)
Benefit payments	-	-	-	-	-	-
Surrenders	(15,198)	(3,105)	(11,871)	-	-	(222)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	216,552	(399,466)	111,286	74,151	387,960	42,621
Other	1,060	90	1,059	(7)	(97)	15
Increase (decrease) from principal
transactions	969,281	(413,251)	585,037	201,936	517,188	78,371
Total increase (decrease) in net assets	518,901	(387,348)	163,005	205,807	461,156	76,281
Net assets at beginning of year	1,298,098	387,348	910,750	-	-	-
Net assets at end of year	$1,816,999	$ -	$1,073,755	$205,807	$461,156	$76,281

See accompanying notes.

FirstLine                       168

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	AIM
	Total AIM	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 83,849	$ 24,053	$ 59,796
Net realized gains (losses) on
investments	4,599	(3,315)	7,914
Net unrealized gains (losses) on
investments	154,087	119,225	34,862
Increase (decrease) in net assets
from operations	242,535	139,963	102,572
Changes from principal
transactions
Net premiums	1,864,458	329,635	1,534,823
Cost of insurance and
administrative charges	(78,728)	(28,940)	(49,788)
Benefit payments	-	-	-
Surrenders	(1,407)	(1,407)	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,773,295	765,185	1,008,110
Other	-	-	-
Increase (decrease) from principal
transactions	3,557,618	1,064,473	2,493,145
Total increase (decrease) in net assets	3,800,153	1,204,436	2,595,717
Net assets at beginning of year	-	-	-
Net assets at end of year	$3,800,153	$1,204,436	$2,595,717

See accompanying notes.

FirstLine                       169

Security Life Separate Account L1

Notes to Financial Statements

December 31, 2000

1. Organization

Security Life Separate Account L1 (the "Separate Account") was established by resolution of the Board of Directors of Security Life of Denver Insurance Company (the "Company") on November 3, 1993. The Separate Account is organized as a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940.

The Separate Account supports the operations of the FirstLine Variable Universal Life, FirstLine II Variable Universal Life, Strategic Advantage Variable Universal Life, Strategic Advantage II Variable Universal Life, Variable Survivorship Universal Life, Corporate Benefits Variable Universal Life, Strategic Benefits Variable Universal Life, and Estate Designer policies ("Variable Universal Life Policies") offered by the Company. Corporate Benefits Variable Universal Life and Strategic Benefits Variable Universal Life became effective in 2000 and are defined as Class B policies due to their mortality and expense charge structure. All other Variable Universal Life Policies are defined as Class A policies. The Separate Account may be used to support other variable life policies as they are offered by the Company. The assets of the Separate Account are the property of the Company. However, the portion of the Separate Account's assets attributable to the policies will not be used to satisfy liabilities arising out of any other operations of the Company.

As of December 31, 2000, the Separate Account offered 35 investment divisions available to the policyholders, 27 of which invest in an independently managed mutual fund portfolio and eight of which invest in a mutual fund portfolio managed by an affiliate, Direct Services, Inc. (collectively, "Funds"). The Funds are as follows:

Portfolio Managers/Portfolios (Funds)

Neuberger Berman Management Incorporated (NB)
	Neuberger Berman Limited Maturity Bond Portfolio
	Neuberger Berman Growth Portfolio
	Neuberger Berman Partners Portfolio
Fred Alger Management, Inc. (Alger)
	Alger American Small Capitalization Portfolio
	Alger American MidCap Growth Portfolio
	Alger American Growth Portfolio
	Alger American Leveraged AllCap Portfolio

FirstLine                       170

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

Fidelity Management & Research Company (Fidelity)
	Fidelity Investments VIP II Asset Manager Portfolio
	Fidelity Investments VIP Growth Portfolio
	Fidelity Investments VIP Overseas Portfolio
	Fidelity Investments VIP Money Market Portfolio
	Fidelity Investments VIP II Index 500 Portfolio
INVESCO Funds Group, Inc. (INVESCO)
	INVESCO VIF Total Return Portfolio
	INVESCO VIF Equity Income Portfolio
	INVESCO VIF High Yield Portfolio
	INVESCO VIF Utilities Portfolio
	INVESCO VIF Small Company Growth Portfolio
Van Eck Associates Corporation (Van Eck)
	Van Eck Worldwide Hard Assets Portfolio
	Van Eck Worldwide Bond Portfolio
	Van Eck Worldwide Emerging Markets Portfolio
	Van Eck Worldwide Real Estate Portfolio
AIM Advisors, Inc. (AIM)
	AIM VI - Capital Appreciation Portfolio
	AIM VI - Government Securities Portfolio
Directed Services, Inc. ("GCG")
	The GCG Trust - Equity Income Portfolio
	The GCG Trust - Growth Portfolio
	The GCG Trust - Hard Assets Portfolio
	The GCG Trust - Limited Maturity Bond Portfolio
	The GCG Trust - Liquid Asset Portfolio
	The GCG Trust - MidCap Growth Portfolio
	The GCG Trust - Research Portfolio
	The GCG Trust - Total Return Portfolio
Janus Aspen Series Funds ("Janus")
	Aggressive Growth
	Growth
	International Growth
	Worldwide Growth

FirstLine                       171

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

Effective February 19, 1998, six new divisions became available to the policyholders for investment in the following funds:

Van Eck Associates Corporation (Van Eck)
	Van Eck Worldwide Bond Portfolio
	Van Eck Worldwide Emerging Markets Portfolio
	Van Eck Worldwide Real Estate Portfolio
AIM Advisors, Inc. (AIM)
	AIM VI - Capital Appreciation Portfolio
	AIM VI - Government Securities Portfolio
INVESCO Funds Group, Inc. (INVESCO)
	INVESCO VIF Small Company Growth Portfolio

Effective May 1, 2000, eight new divisions became available to the policyholders for investment in the following funds:

Directed Services, Inc. ("GCG")
	GCG Trust - Equity Income Portfolio
	GCG Trust - Growth Portfolio
	GCG Trust - Hard Assets Portfolio
	GCG Trust - Limited Maturity Bond Portfolio
	GCG Trust - Liquid Asset Portfolio
	GCG Trust - MidCap Growth Portfolio
	GCG Trust - Research Portfolio
	GCG Trust - Total Return Portfolio

Effective October 13, 2000, four new divisions became available to the policyholders for investment in the following funds:

Janus Aspen Series Funds ("Janus")
	Aggressive Growth
	Growth
	International Growth
	Worldwide Growth

FirstLine                       172

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

The Variable Universal Life Policies allow the policyholders to specify the allocation of their net premium to the various Funds. They can also transfer their account values among the Funds. The Variable Universal Life Policies also provide the policyholders the option to allocate their net premiums, or to transfer their account values, to a Guaranteed Interest Division ("GID") in the Company's general account. The GID guarantees a rate of interest to the policyholder, and it is not variable in nature. Therefore, it is not included in these Separate Account statements.

2. Summary of Significant Accounting Policies

The accompanying financial statements of the Separate Account have been prepared on the basis of accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The significant accounting principles followed by the Separate Account and the methods of applying those principles are presented below or in the footnotes which follow:

Investment Valuation

The investments in shares of the Funds are valued at the closing net asset value (market value) per share as determined by the Funds on the day of measurement.

Investment Transactions and Related Investment Income

The investments in shares of the Funds are accounted for on the date the order to buy or sell is confirmed. Dividend income and distributions of capital gains are recorded on the ex-dividend date. Realized gains and losses from sales transactions are reported using the first-in, first-out ("FIFO") method of accounting for cost. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized gain or loss on investment.

FirstLine                       173

Security Life Separate Account L1

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Valuation Period Deductions

For FirstLine, FirstLine II, Strategic Advantage, Strategic Advantage II, Variable Survivorship and Estate Designer policies (Class A Policies), charges are made directly against the assets of the Separate Account divisions and are reflected daily in the computation of the unit values of the divisions.

A daily deduction, at an annual rate of .75% of the daily asset value of the Separate Account divisions, is charged to the Separate Account for mortality and expense risks assumed by the Company. Total mortality and expense charges for the years ended December 31, 2000, 1999 and 1998 were $4,508,171, $2,908,885, and $1,740,661, respectively.

For the Corporate Benefits and Strategic Benefits policies (Class B Policies), mortality and expense charges result in the redemption of units rather than a deduction in the daily computation of unit values.

For Corporate Benefits policies, a monthly deduction, at an annual rate of .20% of the account value, is charged. For Strategic Benefits policies, a monthly deduction, at an annual rate of .85%, .60% and .05% of the account value, is charged during policy years 1 through 10, 11 through 20, and 21 and later, respectively. Total mortality and expense charges for these policies for the year ended December 31, 2000 were $42,000 and are included in the Statement of Changes in Net Assets as cost of insurance and administrative charges.

Policyholder Reserves

Policyholder reserves are recorded in the Separate Account at the aggregate account values of the policyholders invested in the Separate Account divisions. To the extent that benefits to be paid to the policyholders exceed their account values, the Company will contribute additional funds to the benefit proceeds.

3. Investments

Fund shares are purchased at net asset value with net premiums (premium payments, less sales and tax loads charged by the Company) and divisional transfers from other divisions. Fund shares are redeemed for the payment of benefits, for surrenders, for transfers to other divisions, and for charges by the Company for certain cost of insurance and administrative charges. The cost of insurance and administrative charges for the years ended December 31, 2000, 1999 and 1998 were $30,552,382, $20,649,015, and $14,458,798, respectively. Dividends made by the Funds are reinvested in the Funds.

FirstLine                       174

Security Life Separate Account L1

Notes to Financial Statements (continued)

3. Investments (continued)

The following is a summary of Fund shares owned as of December 31, 2000:

Fund	Number of Shares	Net Asset Value	Value of Shares at Market	Cost of Shares
Neuberger Berman Management Inc.:
Limited Maturity Bond	1,098,479.067	$13.19	$ 14,488,939	$ 14,317,177
Growth	650,381.500	$30.65	19,934,193	23,675,702
Partners	1,697,826.869	$16.17	27,453,860	26,760,069
Fred Alger Management, Inc.:
American Small Capitalization	1,116,503.632	$23.49	26,226,670	29,017,464
American MidCap Growth	1,087,203.730	$30.62	33,290,178	32,585,413
American Growth	1,059,757.353	$47.27	50,094,730	57,519,366
American Leveraged AllCap	627,987.182	$38.80	24,365,903	30,403,675
Fidelity Management & Research Co.:
Asset Manager	984,639.059	$16.00	15,754,225	16,794,005
Growth	1,571,275.140	$43.65	68,586,160	76,947,214
Overseas	2,160,503.810	$19.99	43,188,471	47,778,416
Money Market	62,301,092.280	$1.00	62,301,092	62,301,092
Index 500	1,209,792.397	$149.53	180,900,257	171,986,004
INVESCO Funds Group, Inc.:
Total Return	884,931.109	$13.21	11,689,940	13,758,395
Equity Income	1,039,790.088	$20.71	21,534,053	20,783,337
High Yield	1,040,905.170	$10.07	10,481,915	11,975,324
Utilities	370,959.040	$21.06	7,812,397	7,691,761
Small Company Growth	648,541.835	$18.07	11,719,151	14,096,290
Van Eck Associates Corporation:
Worldwide Hard Assets	191,662.125	$12.07	2,313,362	2,041,764
Worldwide Bond	89,819.082	$10.37	931,424	913,802
Worldwide Emerging Markets	550,588.884	$8.29	4,564,382	6,215,858
Worldwide Real Estate	123,569.451	$10.62	1,312,308	1,192,797
AIM Advisors, Inc.:
Capital Appreciation	1,654,352.662	$30.84	51,020,236	51,815,173
Government Securities	1,502,187.120	$11.16	16,764,408	16,599,323
Directed Services, Inc. (GCG):
Equity Income	-	-	-	-
Growth	62.340	$19.78	1,233	1,401
Hard Assets	-	-	-	-
Limited Maturity Bond	83,266.629	$10.53	876,798	922,084
Liquid Asset	1,991,502.030	$1.00	1,991,502	1,991,502
MidCap Growth	-	-	-	-
Research	-	-	-	-
Total Return	619.589	$17.00	10,533	11,083
Janus Funds:
Growth	9,242.830	$26.36	243,641	258,748
Aggressive Growth	14,583.894	$35.97	524,583	575,061
Worldwide Growth	8,686.977	$36.77	319,420	336,173
International Growth	13,727.681	$30.64	420,616	437,129
Total			$711,116,580	$741,702,602

FirstLine                       175

Security Life Separate Account L1

Notes to Financial Statements (continued)

3. Investments (continued)

For the year ended December 31, 2000, the cost of purchases (plus reinvested dividends) and sales of investments are as follows:

Fund	Beginning of Year	Purchases	Sales	End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	$ 11,380,242	$ 7,233,774	$ (4,296,839)	$ 14,317,177
Growth	8,836,640	20,151,116	(5,312,054)	23,675,702
Partners	28,931,311	47,152,244	(49,323,486)	26,760,069
Fred Alger Management, Inc.:
American Small Capitalization	21,103,331	74,629,293	(66,715,160)	29,017,464
American MidCap Growth	13,903,676	21,597,617	(2,915,880)	32,585,413
American Growth	32,482,027	31,091,492	(6,054,153)	57,519,366
American Leveraged AllCap	16,645,127	19,821,075	(6,062,527)	30,403,675
Fidelity Management & Research Co.:
Asset Manager	12,533,037	7,123,256	(2,862,288)	16,794,005
Growth	48,588,495	109,439,111	(81,080,392)	76,947,214
Overseas	25,474,948	31,328,225	(9,024,757)	47,778,416
Money Market	34,799,038	248,428,475	(220,926,421)	62,301,092
Index 500	119,231,939	63,143,704	(10,389,639)	171,986,004
INVESCO Funds Group, Inc.:
Total Return	11,019,270	5,757,584	(3,018,459)	13,758,395
Equity Income	14,534,380	8,908,214	(2,659,257)	20,783,337
High Yield	9,910,525	4,917,230	(2,852,431)	11,975,324
Utilities	3,647,584	4,689,595	(645,418)	7,691,761
Small Company Growth	2,793,624	13,241,957	(1,939,291)	14,096,290
Van Eck Associates Corporation:
Worldwide Hard Assets	2,157,787	548,401	(664,424)	2,041,764
Worldwide Bond	341,712	782,955	(210,865)	913,802
Worldwide Emerging Markets	2,209,985	4,730,706	(724,833)	6,215,858
Worldwide Real Estate	567,839	963,776	(338,818)	1,192,797
AIM Advisors, Inc.:
Capital Appreciation	3,932,316	48,423,913	(541,056)	51,815,173
Government Securities	7,579,908	13,067,857	(4,048,442)	16,599,323
Directed Services, Inc. (GCG):
Equity Income
Growth	-	1,401	-	1,401
Hard Assets	-	-	-	-
Limited Maturity Bond	-	922,084	-	922,084
Liquid Asset	-	54,297,849	(52,306,347)	1,991,502
MidCap Growth	-	-	-	-
Research	-	-	-	-
Total Return	-	11,083	-	11,083
Janus Funds:
Growth	-	335,602	(76,854)	258,748
Aggressive Growth	-	575,493	(432)	575,061
Worldwide Growth	-	463,855	(127,682)	336,173
International Growth	-	446,417	(9,288)	437,129
Total	$432,604,741	$844,225,354	$(535,127,493)	$741,702,602

FirstLine                       176

Security Life Separate Account L1

Notes to Financial Statements (continued)

3. Investments (continued)

Aggregate proceeds from sales of investments for the year ended December 31, 2000 were $540,823,407.

4. Other Policy Deductions

The Variable Universal Life Policies provide for certain deductions for sales and tax loads from premium payments received from the policyholders and for surrender charges and taxes from amounts paid to policyholders. Such deductions are taken before the purchase of divisional units or after the redemption of divisional units of the Separate Account. Such deductions are not included in the Separate Account financial statements.

5. Policy Loans

The Variable Universal Life Policies allow the policyholders to borrow against their policies by using them as collateral for a loan. At the time of borrowing against the policies, an amount equal to the loan amount is transferred from the Separate Account divisions to a Loan Division in the Company's General Account to secure the loan. As payments are made on the policy loan, amounts are transferred back from the Loan Division to the Separate Account divisions. Interest is credited to the balance in the Loan Division at a fixed rate. The Loan Division is not variable in nature and is not included in these Separate Account statements.

6. Federal Income Taxes

The Separate Account is not taxed separately because the operations of the Separate Account are part of the total operations of the Company. The Company is taxed as a life insurance company under the Internal Revenue Code. The Separate Account is not taxed as a "Regulated Investment Company" under subchapter "M" of the Internal Revenue Code.

FirstLine                       177

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units

The following schedule summarizes the changes in divisional units for the year ended December 31, 2000:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond:
Class A	889,159.604	504,777.566	(308,746.826)	1,085,190.344
Class B	-	-	-	-
Growth:
Class A	434,338.368	585,182.288	(264,487.840)	755,032.816
Class B	-	-	-	-
Partners:
Class A	1,212,133.448	1,779,259.060	(1,860,035.005)	1,131,357.503
Class B	-	776.829	(49.785)	727.044
Fred Alger Management, Inc.:
American Small Capitalization:
Class A	1,055,757.484	2,800,960.511	(2,505,612.904)	1,351,105.091
Class B	-	55,711.543	(42.421)	55,669.122
American MidCap Growth:
Class A	576,738.314	560,214.726	(114,004.848)	1,022,948.192
Class B	-	4,663.845	(82.319)	4,581.526
American Growth:
Class A	1,257,371.637	778,072.130	(240,385.291)	1,795,058.476
Class B	-	11,643.541	(139.984)	11,503.557
American Leveraged AllCap:
Class A	425,281.099	336,729.473	(159,812.806)	602,197.766
Class B	-	-	-	-
Fidelity Management & Research Co.:
Asset Manager:
Class A	722,717.906	310,205.974	(154,339.584)	878,584.296
Class B	-	-	-	-
Growth:
Class A	1,676,236.646	2,952,178.456	(2,405,547.964)	2,222,867.138
Class B	-	40,990.125	(263.017)	40,727.108
Overseas:
Class A	1,716,617.627	1,467,555.053	(597,886.377)	2,586,286.303
Class B	-	83,821.190	(70.622)	83,750.568
Money Market:
Class A	2,763,648.297	18,979,254.070	(17,053,332.906)	4,689,569.461
Class B	-	-	-	-
Index 500:
Class A	4,772,484.597	1,767,429.327	(514,434.291)	6,025,479.633
Class B	-	714,452.306	(9,500.804)	704,951.502

FirstLine                       178

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
INVESCO Funds Group, Inc.:
Total Return:
Class A	602,187.614	257,125.735	(161,306.002)	698,007.347
Class B	-	-	-	-
Equity Income:
Class A	621,047.937	283,695.785	(121,863.312)	782,880.410
Class B	-	23,229.266	(31.870)	23,197.396
High Yield:
Class A	536,863.946	285,666.502	(142,449.650)	680,080.798
Class B	-	2,314.001	(20.866)	2,293.135
Utilities:
Class A	189,409.984	190,914.332	(38,376.831)	341,947.485
Class B	-	-	-	-
Small Company Growth:
Class A	212,503.210	609,134.460	(163,138.502)	658,499.168
Class B	-	2,483.692	(24.219)	2,459.473
Van Eck Associates Corporation:
Worldwide Hard Assets:
Class A	236,972.429	53,067.697	(75,068.462)	214,971.664
Class B	-	-	-	-
Worldwide Bond:
Class A	33,114.078	77,355.439	(19,232.793)	91,236.724
Class B	-	51.386	(9.286)	42.100
Worldwide Emerging Markets:
Class A	228,819.195	390,868.355	(76,373.129)	543,314.421
Class B	-	36,097.306	(54.040)	36,043.266
Worldwide Real Estate:
Class A	64,967.173	103,195.970	(36,955.247)	131,207.896
Class B	-	439.384	(44.011)	395.373
AIM Advisors, Inc.:
Capital Appreciation:
Class A	323,846.032	377,520.848	(53,883.069)	647,483.811
Class B	-	3,435,588.521	(164.158)	3,435,424.363
Government Securities:
Class A	715,905.149	682,457.548	(376,148.854)	1,022,213.843
Class B	-	469,546.296	(11.016)	469,535.280

FirstLine                       179

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Directed Services, Inc. (GCG):
Equity Income:
Class A	-	-	-	-
Class B	-	-	-	-
Growth:
Class A	-	-	-	-
Class B	-	103.679	-	103.679
Hard Assets:
Class A	-	-	-	-
Class B	-	-	-	-
Limited Maturity Bond:
Class A	-	-	-	-
Class B	-	80,478.798	-	80,478.798
Liquid Asset:
Class A	-	-	-	-
Class B	-	5,018,488.796	(4,834,556.175)	183,932.621
MidCap Growth:
Class A	-	-	-	-
Class B	-	-	-	-
Research:
Class A	-	-	-	-
Class B	-	-	-	-
Total Return:
Class A	-	-	-	-
Class B	-	908.365	-	908.365
Janus Aspen Series Funds:
Growth:
Class A	-	37,656.545	(8,226.269)	29,430.276
Class B	-	-	-	-
Aggressive Growth:
Class A	-	53,792.856	(40.067)	53,752.789
Class B	-	22,786.649	-	22,786.649
Worldwide Growth:
Class A	-	33,160.748	(13,450.203)	19,710.545
Class B	-	17,011.166	-	17,011.166
International Growth:
Class A	-	43,058.359	(952.283)	42,106.076
Class B	-	6,269.387	-	6,269.387

FirstLine                       180

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

The following schedule summarizes the changes in divisional units for the year ended December 31, 1999:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	1,245,559.121	421,349.898	(777,749.415)	889,159.604
Growth	447,486.376	233,319.969	(246,467.977)	434,338.368
Partners	986,298.018	385,667.451	(159,832.021)	1,212,133.448
Fred Alger Management, Inc.:
American Small Capitalization	838,692.418	603,898.891	(386,833.825)	1,055,757.484
American MidCap Growth	402,532.472	225,361.191	(51,155.349)	576,738.314
American Growth	923,696.066	585,374.403	(251,698.832)	1,257,371.637
American Leveraged AllCap	221,642.446	410,084.371	(206,445.718)	425,281.099
Fidelity Management & Research Co.:
Asset Manager	600,255.213	393,745.577	(271,282.884)	722,717.906
Growth	1,293,480.338	2,233,512.279	(1,850,755.971)	1,676,236.646
Overseas	1,429,659.907	963,512.218	(676,554.498)	1,716,617.627
Money Market	1,526,404.399	9,068,762.545	(7,831,518.647)	2,763,648.297
Index 500	3,215,990.519	1,840,375.191	(283,881.113)	4,772,484.597
INVESCO Funds Group, Inc.:
Total Return	450,557.216	300,554.107	(148,923.709)	602,187.614
Equity Income	473,616.752	252,971.948	(105,540.763)	621,047.937
High Yield	486,858.648	226,071.484	(176,066.186)	536,863.946
Utilities	110,379.616	140,069.045	(61,038.677)	189,409.984
Small Company Growth	67,506.441	210,114.805	(65,118.036)	212,503.210
Van Eck Associates Corporation:
Worldwide Hard Assets	132,513.824	246,466.322	(142,007.717)	236,972.429
Worldwide Bond	18,656.317	43,237.412	(28,779.651)	33,114.078
Worldwide Emerging Markets	67,354.295	582,654.548	(421,189.648)	228,819.195
Worldwide Real Estate	8,765.232	67,514.147	(11,312.206)	64,967.173
AIM Advisors, Inc.:
Capital Appreciation	105,457.867	263,795.629	(45,407.464)	323,846.032
Government Securities	246,150.062	723,064.769	(253,309.682)	715,905.149

FirstLine                       181

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

The following schedule summarizes the changes in divisional units for the year ended December 31, 1998:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	552,985.394	801,233.327	(108,659.600)	1,245,559.121
Growth	316,146.084	250,854.619	(119,514.327)	447,486.376
Government Income	75,811.559	58.537	(75,870.096)	-
Partners	626,285.721	455,096.290	(95,083.993)	986,298.018
Fred Alger Management, Inc.:
American Small Capitalization	648,733.740	333,770.247	(143,811.569)	838,692.418
American MidCap Growth	288,809.482	167,037.228	(53,314.238)	402,532.472
American Growth	569,990.309	442,313.190	(88,607.433)	923,696.066
American Leveraged AllCap	148,542.639	102,168.282	(29,068.475)	221,642.446
Fidelity Management & Research Co.:
Asset Manager	410,906.106	270,972.780	(81,623.673)	600,255.213
Growth	983,842.388	614,542.294	(304,904.344)	1,293,480.338
Overseas	950,328.899	861,220.218	(381,889.210)	1,429,659.907
Money Market	1,303,059.881	5,059,561.984	(4,836,217.466)	1,526,404.399
Index 500	1,863,056.104	1,617,935.444	(265,001.029)	3,215,990.519
INVESCO Funds Group, Inc.:
Total Return	184,042.238	307,178.543	(40,663.565)	450,557.216
Equity Income	297,553.033	216,644.366	(40,580.647)	473,616.752
High Yield	333,501.857	283,205.205	(129,848.414)	486,858.648
Utilities	78,118.685	41,701.114	(9,440.183)	110,379.616
Small Company Growth	-	71,535.065	(4,028.624)	67,506.441
Van Eck Associates Corporation:
Worldwide Balanced	32,139.282	190.627	(32,329.909)	-
Worldwide Hard Assets	77,046.773	68,491.375	(13,024.324)	132,513.824
Worldwide Bond	-	18,882.425	(226.108)	18,656.317
Worldwide Emerging Markets	-	105,064.405	(37,710.110)	67,354.295
Worldwide Real Estate	-	9,848.072	(1,082.840)	8,765.232
AIM Advisors, Inc.:
Capital Appreciation	-	108,895.839	(3,437.972)	105,457.867
Government Securities	-	261,432.015	(15,281.953)	246,150.062

FirstLine                       182

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Net Assets

Net assets at December 31, 2000 consisted of the following:

Division	Principal Transactions	Accumulated Investment Income (Loss)	Accumulated Net Realized Gains (Losses) on Investments	Net Unrealized Gains (Losses) on Investments	Net Assets
Neuberger Berman Management Inc.:
Limited Maturity Bond	$ 12,875,450	$ 2,040,309	$ (593,370)	$ 171,762	$ 14,494,151
Growth	16,507,147	3,350,605	3,828,663	(3,741,509)	19,944,906
Partners	22,990,354	7,470,143	(3,598,509)	693,791	27,555,779
Fred Alger Management, Inc.:
American Small Capitalization	24,994,589	13,518,183	(9,552,848)	(2,790,794)	26,169,130
American MidCap Growth	25,790,401	4,859,141	1,939,444	704,765	33,293,751
American Growth	42,065,399	10,516,454	4,961,215	(7,424,636)	50,118,432
American Leveraged AllCap	22,124,855	2,992,031	5,298,494	(6,037,772)	24,377,608
Fidelity Management & Research Co.:
Asset Manager	13,593,835	3,007,490	193,073	(1,039,780)	15,754,618
Growth	52,479,909	12,125,623	12,261,725	(8,361,054)	68,506,203
Overseas	39,756,895	5,133,376	3,021,551	(4,589,945)	43,321,877
Money Market	56,817,693	5,197,119	-	-	62,014,812
Index 500	154,623,275	3,154,401	14,248,512	8,914,253	180,940,441
INVESCO Funds Group, Inc.:
Total Return	11,552,212	2,025,307	185,567	(2,068,455)	11,694,631
Equity Income	17,049,701	2,143,899	1,591,780	750,716	21,536,096
High Yield	10,481,018	1,938,615	(429,872)	(1,493,409)	10,496,352
Utilities	6,663,951	338,852	688,493	120,636	7,811,932
Small Company Growth	12,539,097	260,565	1,425,580	(2,377,139)	11,848,103
Van Eck Associates Corporation:
Worldwide Hard Assets	2,194,793	156,270	(309,310)	271,598	2,313,351
Worldwide Bond	929,038	25,274	(40,507)	17,622	931,427
Worldwide Emerging Markets	5,860,675	(43,813)	396,614	(1,651,476)	4,562,000
Worldwide Real Estate	1,178,540	7,326	6,931	119,511	1,312,308
AIM Advisors, Inc.:
Capital Appreciation	50,999,939	326,605	507,069	(794,937)	51,038,676
Government Securities	15,834,280	707,601	56,932	165,085	16,763,898

FirstLine                       183

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Net Assets (continued)

Division	Principal Transactions	Accumulated Investment Income (Loss)	Accumulated Net Realized Gains (Losses) on Investments	Net Unrealized Gains (Losses) on Investments	Net Assets
Directed Services, Inc. (GCG):
Equity Income	$ -	$ -	$ -	$ -	$ -
Growth	1,311	90	-	(168)	1,233
Hard Assets	-	-	-	-	-
Limited Maturity Bond	867,803	54,281	-	(45,286)	876,798
Liquid Asset	1,130,199	861,303	-	-	1,991,502
MidCap Growth	-	-	-	-	-
Research	-	-	-	-	-
Total Return	10,297	786	-	(550)	10,533
Janus Aspen Series Funds:
Growth	260,474	(180)	(1,546)	(15,107)	243,641
Aggressive Growth	575,365	(218)	(86)	(50,478)	524,583
Worldwide Growth	343,821	(64)	(7,584)	(16,753)	319,420
International Growth	437,045	597	(513)	(16,513)	420,616
Total	$623,529,361	$82,167,971	$36,077,498	$(30,586,022)	$711,188,808

FirstLine                       184

APPENDIX A

Factors for the
Cash Value Accumulation Test
For a Life Insurance Policy

Attained Age	Male	Female	Unisex	Attained Age	Male	Female	Unisex	Attained Age	Male	Female	Unisex
0	11.727	14.234	12.149
1	11.785	14.209	12.194	34	4.188	4.902	4.314	67	1.617	1.815	1.657
2	11.458	13.815	11.857	35	4.052	4.742	4.173	68	1.583	1.769	1.620
3	11.128	13.417	11.515	36	3.920	4.586	4.037	69	1.550	1.724	1.585
4	10.803	13.023	11.178	37	3.793	4.437	3.906	70	1.518	1.681	1.552
5	10.481	12.635	10.845	38	3.670	4.293	3.780	71	1.488	1.639	1.520
6	10.161	12.253	10.514	39	3.553	4.154	3.658	72	1.459	1.599	1.489
7	9.844	11.875	10.187	40	3.439	4.021	3.541	73	1.432	1.560	1.460
8	9.530	11.505	9.863	41	3.330	3.894	3.429	74	1.406	1.524	1.433
9	9.221	11.141	9.545	42	3.226	3.771	3.322	75	1.382	1.490	1.407
10	8.918	10.784	9.233	43	3.125	3.654	3.218	76	1.359	1.457	1.383
11	8.623	10.436	8.928	44	3.028	3.541	3.119	77	1.338	1.427	1.360
12	8.338	10.098	8.634	45	2.936	3.432	3.023	78	1.318	1.398	1.338
13	8.066	9.771	8.353	46	2.846	3.328	2.931	79	1.299	1.371	1.318
14	7.808	9.455	8.085	47	2.761	3.227	2.843	80	1.281	1.345	1.298
15	7.564	9.150	7.831	48	2.678	3.129	2.758	81	1.264	1.321	1.280
16	7.335	8.857	7.592	49	2.599	3.035	2.676	82	1.248	1.298	1.262
17	7.118	8.575	7.364	50	2.522	2.945	2.597	83	1.233	1.277	1.245
18	6.911	8.302	7.148	51	2.449	2.858	2.522	84	1.218	1.257	1.230
19	6.713	8.038	6.939	52	2.378	2.774	2.449	85	1.205	1.238	1.215
20	6.521	7.782	6.737	53	2.311	2.693	2.379	86	1.193	1.221	1.202
21	6.334	7.534	6.540	54	2.246	2.615	2.312	87	1.181	1.205	1.189
22	6.150	7.293	6.347	55	2.184	2.540	2.248	88	1.171	1.190	1.177
23	5.969	7.059	6.158	56	2.125	2.468	2.187	89	1.160	1.176	1.166
24	5.791	6.831	5.971	57	2.068	2.398	2.128	90	1.151	1.163	1.155
25	5.615	6.611	5.788	58	2.014	2.330	2.071	91	1.141	1.150	1.144
26	5.441	6.396	5.608	59	1.962	2.265	2.017	92	1.131	1.137	1.133
27	5.271	6.188	5.431	60	1.912	2.201	1.965	93	1.120	1.125	1.122
28	5.104	5.986	5.258	61	1.864	2.139	1.915	94	1.109	1.112	1.110
29	4.940	5.791	5.089	62	1.818	2.079	1.867	95	1.097	1.098	1.097
30	4.781	5.601	4.925	63	1.774	2.022	1.821	96	1.083	1.084	1.084
31	4.626	5.418	4.765	64	1.732	1.967	1.777	97	1.069	1.069	1.069
32	4.476	5.241	4.610	65	1.692	1.914	1.735	98	1.054	1.054	1.054
33	4.330	5.069	4.459	66	1.654	1.863	1.695	99	1.040	1.040	1.040
								100	1.000	1.000	1.000

FirstLine				185

APPENDIX B

Factors for the
Guideline Premium/Cash Value Corridor Test
For a Life Insurance Policy

Attained Age	Factor	Attained Age	Factor	Attained Age	Factor	Attained Age	Factor
0	2.50	25	2.50	50	1.85	75	1.05
1	2.50	26	2.50	51	1.78	76	1.05
2	2.50	27	2.50	52	1.71	77	1.05
3	2.50	28	2.50	53	1.64	78	1.05
4	2.50	29	2.50	54	1.57	79	1.05
5	2.50	30	2.50	55	1.50	80	1.05
6	2.50	31	2.50	56	1.46	81	1.05
7	2.50	32	2.50	57	1.42	82	1.05
8	2.50	33	2.50	58	1.38	83	1.05
9	2.50	34	2.50	59	1.34	84	1.05
10	2.50	35	2.50	60	1.30	85	1.05
11	2.50	36	2.50	61	1.28	86	1.05
12	2.50	37	2.50	62	1.26	87	1.05
13	2.50	38	2.50	63	1.24	88	1.05
14	2.50	39	2.50	64	1.22	89	1.05
15	2.50	40	2.50	65	1.20	90	1.05
16	2.50	41	2.43	66	1.19	91	1.04
17	2.50	42	2.36	67	1.18	92	1.03
18	2.50	43	2.29	68	1.17	93	1.02
19	2.50	44	2.22	69	1.16	94	1.01
20	2.50	45	2.15	70	1.15	95	1.00
21	2.50	46	2.09	71	1.13	96	1.00
22	2.50	47	2.03	72	1.11	97	1.00
23	2.50	48	1.97	73	1.09	98	1.00
24	2.50	49	1.91	74	1.07	99	1.00
						100	1.00

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

FirstLine				186

APPENDIX C

Performance Information

POLICY PERFORMANCE

The following hypothetical illustrations demonstrate how the actual investment experience of each variable investment option of the separate account affects the cash surrender value, account value and death benefit of a policy. These hypothetical illustrations are based on the actual historical return of each portfolio as if a policy had been issued on the date indicated. Each portfolio's annual total return is based on the total return calculated for each fiscal year. These annual total return figures reflect the net portfolio's management fees after any voluntary waiver and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions, which if reflected, would result in lower total return figures than those shown.

The illustrations are based on the payment of a $9,745 annual premium, received at the beginning of each year, for a hypothetical policy with a $50,000 stated death benefit, a $500,000 target death benefit, the cash value accumulation test, death benefit option 1, issued to a preferred, tobacco non-user male, age 45. In each case, it is assumed that all premium is allocated to the variable investment option illustrated for the period shown. The benefits are calculated for a specific date. The amount and timing of premium payments and the use of other policy features, such as policy loans, would affect individual policy benefits.

The amounts shown for the cash surrender values, account values and death benefits take into account the charges from premium, current cost of insurance and monthly deductions, the daily charge against the separate account for mortality and expense risks, and each portfolio's charges and expenses. See Charges, Deductions and Refunds, page 50.

FirstLine				187

HYPOTHETICAL ILLUSTRATIONS
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
AIM V.I. Capital Appreciation Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.50%	8,167	8,717	500,000
12/31/95	35.69%	22,629	23,179	500,000
12/31/96	17.58%	36,133	36,683	500,000
12/31/97	13.51%	50,021	50,571	500,000
12/31/98	19.30%	68,906	69,456	500,000
12/31/99	44.61%	110,745	111,295	500,000
12/31/00	-10.91%	104,741	105,291	500,000
AIM V.I. Government Securities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-3.73%	7,620	8,170	500,000
12/31/95	15.56%	18,517	19,067	500,000
12/31/96	2.29%	27,157	27,707	500,000
12/31/97	8.16%	38,019	38,569	500,000
12/31/98	7.73%	49,341	49,891	500,000
12/31/99	-1.32%	56,147	56,697	500,000
12/31/00	10.12%	70,193	70,743	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				188

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	40.39%	11,496	12,046	500,000
12/31/92	12.38%	22,291	22,841	500,000
12/31/93	22.47%	37,266	37,816	500,000
12/31/94	1.45%	45,744	46,294	500,000
12/31/95	36.37%	73,141	73,691	500,000
12/31/96	13.35%	91,333	91,883	500,000
12/31/97	25.75%	124,093	124,643	500,000
12/31/98	48.07%	194,421	194,902	500,000
12/31/99	33.74%	268,532	268,944	654,341
12/31/00	-14.78%	233,298	233,642	551,394
Alger American Leveraged AllCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	12.04%	9,004	9,554	500,000
12/31/97	19.68%	20,846	21,396	500,000
12/31/98	57.83%	46,050	46,600	500,000
12/31/99	78.06%	96,476	97,026	500,000
12/31/00	-24.83%	77,599	78,149	500,000
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-1.54%	7,812	8,362	500,000
12/31/95	44.45%	23,641	24,191	500,000
12/31/96	11.90%	35,462	36,012	500,000
12/31/97	15.01%	49,931	50,481	500,000
12/31/98	30.30%	75,236	75,786	500,000
12/31/99	31.85%	109,139	109,689	500,000
12/31/00	9.18%	126,848	127,398	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				189

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	57.54%	13,006	13,556	500,000
12/31/92	3.55%	22,018	22,568	500,000
12/31/93	13.28%	34,094	34,644	500,000
12/31/94	-4.38%	40,063	40,613	500,000
12/31/95	44.31%	69,351	69,901	500,000
12/31/96	4.18%	79,957	80,507	500,000
12/31/97	11.39%	97,264	97,814	500,000
12/31/98	15.53%	120,796	121,277	500,000
12/31/99	43.42%	183,599	184,011	500,000
12/31/00	-27.20%	138,067	138,411	500,000
Fidelity VIP Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	45.51%	11,946	12,496	500,000
12/31/92	9.32%	22,148	22,698	500,000
12/31/93	19.37%	36,130	36,680	500,000
12/31/94	-0.02%	43,945	44,495	500,000
12/31/95	35.36%	70,183	70,733	500,000
12/31/96	14.71%	89,084	89,634	500,000
12/31/97	23.48%	119,085	119,635	500,000
12/31/98	39.49%	176,182	176,663	500,000
12/31/99	37.44%	251,233	251,645	612,253
12/31/00	-10.96%	228,581	228,925	540,262

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				190

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Fidelity VIP Money Market
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	6.09%	8,482	9,032	500,000
12/31/92	3.90%	17,447	17,997	500,000
12/31/93	3.23%	26,322	26,872	500,000
12/31/94	4.25%	35,751	36,301	500,000
12/31/95	5.87%	46,098	46,648	500,000
12/31/96	5.41%	56,661	57,211	500,000
12/31/97	5.51%	67,750	68,300	500,000
12/31/98	5.46%	79,370	79,852	500,000
12/31/99	5.17%	91,241	91,654	500,000
12/31/00	6.30%	104,689	105,033	500,000
Fidelity VIP Overseas Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	8.00%	8,649	9,199	500,000
12/31/92	-10.72%	15,020	15,570	500,000
12/31/93	37.35%	32,038	32,588	500,000
12/31/94	1.72%	40,610	41,160	500,000
12/31/95	9.74%	53,092	53,642	500,000
12/31/96	13.15%	68,725	69,275	500,000
12/31/97	11.56%	85,012	85,562	500,000
12/31/98	12.81%	104,247	104,728	500,000
12/31/99	42.55%	159,115	159,527	500,000
12/31/00	-19.07%	133,940	134,283	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				191

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Fidelity VIP II Asset Manager Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	22.56%	9,928	10,478	500,000
12/31/92	11.71%	20,421	20,971	500,000
12/31/93	21.23%	34,638	35,188	500,000
12/31/94	-6.09%	39,836	40,386	500,000
12/31/95	16.96%	55,754	56,304	500,000
12/31/96	14.60%	72,637	73,187	500,000
12/31/97	20.65%	96,693	97,243	500,000
12/31/98	15.05%	119,640	120,121	500,000
12/31/99	11.09%	140,733	141,145	500,000
12/31/00	-3.87%	141,740	142,084	500,000
Fidelity VIP II Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93	9.74%	8,802	9,352	500,000
12/31/94	1.04%	17,263	17,813	500,000
12/31/95	37.19%	35,042	35,592	500,000
12/31/96	22.71%	52,827	53,377	500,000
12/31/97	32.82%	80,514	81,064	500,000
12/31/98	28.31%	112,882	113,432	500,000
12/31/99	20.52%	144,593	145,143	500,000
12/31/00	-9.30%	137,132	137,613	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				192

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
The GCG Trust Fully Managed Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	28.93%	10,488	11,038	500,000
12/31/92	6.23%	19,965	20,515	500,000
12/31/93	7.59%	30,151	30,701	500,000
12/31/94	-7.27%	35,210	35,760	500,000
12/31/95	20.80%	52,090	52,640	500,000
12/31/96	16.36%	69,550	70,100	500,000
12/31/97	15.27%	88,814	89,364	500,000
12/31/98	5.89%	101,780	102,261	500,000
12/31/99	6.92%	116,504	116,917	500,000
12/31/00	21.97%	150,787	151,131	500,000
The GCG Trust Mid-Cap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	79.05%	14,901	15,451	500,000
12/31/00	8.18%	25,069	25,619	500,000
INVESCO VIF-Equity Income Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	29.25%	10,516	11,066	500,000
12/31/96	22.28%	23,146	23,696	500,000
12/31/97	28.17%	40,129	40,679	500,000
12/31/98	15.30%	55,379	55,929	500,000
12/31/99	14.84%	72,378	72,928	500,000
12/31/00	4.87%	83,635	84,185	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				193

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
INVESCO VIF-High Yield Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	19.76%	9,682	10,232	500,000
12/31/96	16.59%	21,067	21,617	500,000
12/31/97	17.33%	34,243	34,793	500,000
12/31/98	1.42%	42,699	43,249	500,000
12/31/99	9.20%	55,081	55,631	500,000
12/31/00	-11.68%	55,166	55,716	500,000
INVESCO VIF-Small Company Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	16.38%	9,385	9,935	500,000
12/31/99	91.06%	34,536	35,086	500,000
12/31/00	-14.98%	35,880	36,430	500,000
INVESCO VIF-Total Return Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	22.79%	9,948	10,498	500,000
12/31/96	12.18%	20,533	21,083	500,000
12/31/97	22.91%	35,267	35,817	500,000
12/31/98	9.56%	47,310	47,860	500,000
12/31/99	-3.40%	53,019	53,569	500,000
12/31/00	-2.17%	59,215	59,765	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				194

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	9.08%	8,744	9,294	500,000
12/31/96	12.76%	19,301	19,851	500,000
12/31/97	23.41%	33,912	34,462	500,000
12/31/98	25.48%	52,639	53,189	500,000
12/31/99	19.13%	71,890	72,440	500,000
12/31/00	5.28%	83,457	84,007	500,000
Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	16.19%	9,368	9,918	500,000
12/31/95	27.28%	22,684	23,234	500,000
12/31/96	7.33%	32,961	33,511	500,000
12/31/97	12.29%	45,951	46,501	500,000
12/31/98	33.33%	71,760	72,310	500,000
12/31/99	1.22%	80,071	80,621	500,000
12/31/00	-31.78%	59,271	59,821	500,000
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.58%	8,174	8,724	500,000
12/31/95	29.92%	21,638	22,188	500,000
12/31/96	17.73%	35,028	35,578	500,000
12/31/97	21.84%	52,429	52,979	500,000
12/31/98	34.71%	81,143	81,693	500,000
12/31/99	42.50%	126,368	126,918	500,000
12/31/00	-14.75%	113,366	113,916	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				195

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	23.15%	9,980	10,530	500,000
12/31/96	34.07%	24,752	25,302	500,000
12/31/97	17.22%	38,480	39,030	500,000
12/31/98	16.14%	53,896	54,446	500,000
12/31/99	78.93%	110,717	111,267	500,000
12/31/00	-16.14%	98,495	99,045	500,000
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	1.47%	8,076	8,626	500,000
12/31/95	27.25%	21,053	21,603	500,000
12/31/96	28.21%	37,488	38,038	500,000
12/31/97	20.90%	54,958	55,508	500,000
12/31/98	27.13%	79,701	80,251	500,000
12/31/99	62.98%	142,356	142,906	500,000
12/31/00	-15.99%	124,996	125,546	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				196

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Neuberger Berman Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	29.73%	10,558	11,108	500,000
12/31/92	9.54%	20,690	21,240	500,000
12/31/93	6.79%	30,685	31,235	500,000
12/31/94	-4.99%	36,600	37,150	500,000
12/31/95	31.73%	58,705	59,255	500,000
12/31/96	9.14%	72,315	72,865	500,000
12/31/97	29.01%	103,053	103,603	500,000
12/31/98	15.53%	127,417	127,898	500,000
12/31/99	50.40%	202,442	202,855	500,000
12/31/00	-11.66%	184,210	184,554	500,000
Neuberger Berman Limited Maturity Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	11.34%	8,942	9,492	500,000
12/31/92	5.18%	18,152	18,702	500,000
12/31/93	6.63%	27,963	28,513	500,000
12/31/94	-0.15%	35,823	36,373	500,000
12/31/95	10.94%	48,431	48,981	500,000
12/31/96	4.31%	58,467	59,017	500,000
12/31/97	6.74%	70,459	71,009	500,000
12/31/98	4.39%	81,356	81,837	500,000
12/31/99	1.48%	90,005	90,417	500,000
12/31/00	6.78%	103,857	104,201	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				197

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Neuberger Berman Partners Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	36.47%	11,151	11,701	500,000
12/31/96	29.57%	25,392	25,942	500,000
12/31/97	31.25%	44,030	44,580	500,000
12/31/98	4.21%	53,983	54,533	500,000
12/31/99	7.37%	66,124	66,674	500,000
12/31/00	0.70%	74,038	74,588	500,000
Pilgrim Growth Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
Pilgrim MagnaCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
Pilgrim MidCap Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				198

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Pilgrim SmallCap Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	21.39%	9,825	10,375	500,000
12/31/96	13.61%	20,667	21,217	500,000
12/31/97	15.81%	33,330	33,880	500,000
12/31/98	17.30%	48,471	49,021	500,000
12/31/99	141.03%	136,589	137,139	500,000
12/31/00	1.09%	144,810	145,360	500,000
Putnam VT Growth and Income Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	1.46%	8,075	8,625	500,000
12/31/00	7.92%	17,722	18,272	500,000
Putnam VT New Opportunities Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	69.10%	14,024	14,574	500,000
12/31/00	-26.20%	16,195	16,745	500,000
Putnam VT Small Cap Value Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/00	24.44%	10,093	10,643	500,000
Putnam VT Voyager Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	58.01%	13,047	13,597	500,000
12/31/00	-16.54%	17,617	18,167	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine				199

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Van Eck Worldwide Bond Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	18.39%	9,561	10,111	500,000
12/31/92	-5.25%	16,847	17,397	500,000
12/31/93	7.79%	26,887	27,437	500,000
12/31/94	-1.32%	34,343	34,893	500,000
12/31/95	17.30%	49,547	50,097	500,000
12/31/96	2.53%	58,584	59,134	500,000
12/31/97	2.38%	67,660	68,210	500,000
12/31/98	12.75%	84,821	85,303	500,000
12/31/99	-7.82%	84,840	85,253	500,000
12/31/00	1.88%	93,838	94,181	500,000
Van Eck Worldwide Emerging Markets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	26.82%	10,302	10,852	500,000
12/31/97	-11.61%	16,307	16,857	500,000
12/31/98	-34.15%	15,726	16,276	500,000
12/31/99	100.28%	48,591	49,141	500,000
12/31/00	-41.87%	32,274	32,824	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

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HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $50,000			Annual Premium $9,745
Van Eck Worldwide Hard Assets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	-2.93%	7,691	8,241	500,000
12/31/92	-4.09%	15,289	15,839	500,000
12/31/93	64.83%	39,082	39,632	500,000
12/31/94	-4.78%	44,589	45,139	500,000
12/31/95	10.99%	58,074	58,624	500,000
12/31/96	18.04%	77,558	78,108	500,000
12/31/97	-1.67%	83,408	83,958	500,000
12/31/98	-30.93%	62,379	62,861	500,000
12/31/99	21.00%	84,749	85,161	500,000
12/31/00	11.41%	102,595	102,939	500,000
Van Eck Worldwide Real Estate Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-11.35%	6,953	7,503	500,000
12/31/99	-2.01%	14,922	15,472	500,000
12/31/00	18.71%	27,446	27,996	500,000

The assumptions underlying these values are described in Performance Information, page 187.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

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Prospectus

FIRSTLINE II VARIABLE UNIVERSAL LIFE
A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by

Security Life of Denver Insurance Company
and
Security Life Separate Account L1

Consider carefully the policy charges and deductions beginning on page 45 in this prospectus.

You should read this prospectus and keep it for future reference. A prospectus for each underlying investment portfolio must accompany and should be read together with this prospectus.

This policy is not available in all jurisdictions. This policy is not offered in any jurisdiction where this type of offering is not legal. Depending on the state where it is issued, policy features may vary. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different.

We and our affiliates offer other products to insure people which may or may not better match your needs.

Replacing your existing life insurance policy(ies) with this policy may not be beneficial to you. Your existing policy may be subject to fees or penalties upon surrender or cancellation.

Your Policy

• is a flexible premium variable universal life insurance policy
• is issued by Security Life of Denver Insurance Company
• is guaranteed not to lapse during the first three policy years if you meet certain requirements
• is returnable by you during the free look period if you are not satisfied.

Your Premium Payments

• are flexible, so the premium amount and frequency may vary
• are allocated to variable investment options and the guaranteed interest division, based on your instructions
• are subject to specified deductions.

Your Account Value

• is the sum of your holdings in the variable division, the guaranteed interest division and the loan division
• has no guaranteed minimum value under the variable division. The value varies with the value of the underlying investment portfolio
• has a minimum guaranteed rate of return for amounts in the guaranteed interest division
• is subject to specified expenses and charges, including possible surrender charges.

Death Proceeds

• are paid if the policy is in force when the insured person dies
• are equal to the death benefit minus an outstanding policy loan, accrued loan interest and unpaid charges incurred before the insured person dies
• are calculated under your choice of options:

          * Option 1 - a fixed minimum death benefit;
          * Option 2 - a stated death benefit plus your account value;

• are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.

Neither the SEC nor any state securities commission has approved these securities or determined that this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This life insurance policy IS NOT a bank deposit or obligation, federally insured or backed by any bank or government agency.

Date of Prospectus May 1, 2001

ISSUED BY: Security Life of Denver
Insurance Company
ING Security Life Center
1290 Broadway
Denver, CO 80203-5699
(800) 525-9852 UNDERWRITTEN BY: ING America Equities, Inc.
1290 Broadway
Denver, CO 80203-5699
(303) 860-2000

THROUGH ITS: Security Life Separate Account L1

ADMINISTERED BY: Customer Service Center
P.O. Box 173888
Denver, CO 80217-3888
(800) 848-6362

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TABLE OF CONTENTS

POLICY SUMMARY 4
	Your Policy 4
	Free Look Period 4
	Premium Payments 4
	Charges and Deductions 4
	Guaranteed Interest Division 6
	Variable Division 6
	Policy Values 9
	Transfer of Account Value 9
	Special Policy Features 10
	Policy Modification, Termination and Continuation Features 10
	Death Benefits 11
	Tax Considerations 11
INFORMATION ABOUT ING SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS 13
	Security Life of Denver Insurance Company 13
	Security Life Separate Account L1 13
	Guaranteed Interest Division 20
DETAILED INFORMATION ABOUT THE POLICY 20
	Applying for a Policy 20
	Temporary Insurance 20
	Policy Issuance 21
	Premium Payments 22
	Premium Payments Affect Your Coverage 24
	Death Benefits 24
	Riders 29
	Special Features 30
	Persistency Refund 31
	Policy Values 32
	Transfer of Account Value 33
	Dollar Cost Averaging 34
	Automatic Rebalancing 35
	Policy Loans 36
	Partial Withdrawals 37
	Lapse 38
	Reinstatement 39
	Surrender 39
	General Policy Provisions 40
		Free Look Period 40
		Your Policy 40
		Guaranteed Issue 40
		Age 40
		Ownership 41
		Beneficiaries 41
		Collateral Assignment 41
		Incontestability 41
		Misstatements of Age or Gender 41
		Suicide 41
		Transaction Processing 41
		Notification and Claims Procedures 42
		Telephone Privileges 42
		Non-participation 42
		Distribution of the Policies 42
		Advertising Practices and Sales Literature 43
		Settlement Provisions 43
	Administrative Information About the Policy 44
CHARGES AND DEDUCTIONS 45
	Deductions from Premium 46
	Daily Deductions from the Separate Account 46
	Monthly Deductions from Account Value 46
	Policy Transaction Fees 47
	Surrender Charge 48
	Administrative Surrender Charge 49
	Sales Surrender Charge 49
	Group or Sponsored Arrangements, or Corporate Purchasers 50
TAX CONSIDERATIONS 51
	Tax Status of the Policy 51
	Diversification and Investor Control Requirements 51
	Tax Treatment of Policy Death Benefits 52
	Modified Endowment Contracts 52
	Multiple Policies 52
	Distributions Other than Death Benefits from Modified Endowment Contracts 53
	Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts 53
	Investment in the Policy 53
	Policy Loans 53
	Continuation of Policy Beyond Age 100 53
	Section 1035 Exchanges 53
	Tax-exempt Policy Owners 54
	Possible Tax Law Changes 54
	Changes to Comply with the Law 54
	Other 54
ADDITIONAL INFORMATION 56
	Directors and Officers 56
	Regulation 57
	Legal Matters 57
	Legal Proceedings 57
	Experts 57
	Registration Statement 57
FINANCIAL STATEMENTS 58
APPENDIX A 181
APPENDIX B 182
APPENDIX C 183

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POLICY SUMMARY

Your Policy

Your policy provides life insurance protection on the insured person. The policy includes the basic policy, applications and riders or endorsements. As long as the policy remains in force, we pay a death benefit at the death of the insured person. While your policy is in force, you may access a portion of your policy value by taking loans or partial withdrawals. You may surrender your policy for its net cash surrender value. At the policy anniversary nearest the insured person's 100^th birthday if the insured person is still alive you may surrender your policy or continue it under the continuation of coverage option. See Policy Maturity, page 31, and Continuation of Coverage, page 31.

Life insurance is not a short-term investment. You should evaluate your need for life insurance coverage and this policy's long-term investment potential and risks before purchasing a policy.

We pay compensation to firms for sales of this policy. See Distribution of the Policies, page 42.

Free Look Period

Within limits as specified by law, you have the right to examine your policy and return it for a refund of all premium payments we have received or the account value, if you are not satisfied for any reason.

The policy is then void. See Free Look Period, page 40.

Premium Payments

The policy is a flexible premium policy because the amount and frequency of the premium payments you make may vary within limits. You must make premium payments:

• for us to issue your policy;
• sufficient to keep your policy in force; and
• as necessary to continue certain benefits.

Depending on the amount of premium you choose to pay, it may not be enough to keep your policy or certain riders in force. See Premium Payments Affect Your Coverage, page 24.

Allocation of Net Premium

This policy has premium-based charges which are subtracted from your payments. We add the balance, or net premium, to your policy based on your investment instructions. You may allocate the net premium among one or more variable investment options and the guaranteed interest division. See Allocation of Net Premium, page 23.

Charges and Deductions

All charges presented here are guaranteed unless stated otherwise.

_____________________________

This summary highlights some important points about your policy. The policy is more fully described in the attached, complete prospectus. Please read it carefully. "We," "us," "our" and the "company" refer to Security Life of Denver Insurance Company. "You" and "your" refer to the policy owner. The owner is the individual, entity, partnership, representative or party who may exercise all rights over the policy and receive the policy benefits during the insured person's lifetime.

State variations are covered in a special policy form used in that state. This prospectus provides a general description of the policy. Your actual policy and any riders are the controlling documents. If you would like to review a copy of the policy and riders, contact our customer service center or your agent/registered representative.

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Charges

Other Than Investment Portfolio Annual Expenses
(See Charges and Deductions, page 45)

Premium Deductions

Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Tax Charges	Each premium payment received	2.5% for state and local taxes; 1.5% for estimated federal income tax treatment of deferred acquisition costs.	All policies.
Sales Charge	Each premium payment received	Percentage of policy based on policy or segment issue age: 2.25% for age 0-49; 3.25% for age 50-59; 4.25% for age 60-85.	All policies.
Policy Charges
Mortality & Expense Risk Charge	Daily, included in unit value calculation	0.002055% daily (0.75% annually)	All Policies
Policy Charge	Monthly from account value	$10 per month for first three policy years.	All Policies
Administrative Charge	Monthly from account value	$3 per month plus $0.025 per $1,000 of stated death benefit or target death benefit, if greater. $33 monthly maximum.	All Policies
Cost of Insurance Charge	Monthly from account value	Varies based on current cost of insurance rates and net amount at risk. Current cost of insurance rates depend on age, gender, policy duration, amount of target death benefit and premium class.	All Policies
Rider Charges	Monthly from account value	Varies depending on the rider benefits you choose.	Policies with Riders

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Charge	When Charge is Deducted	Amount Deducted	Policies Affected
Transaction Fees
Surrender Charge	First fourteen policy/ segment years upon decrease in death benefit or full or partial surrender from account value	Administrative Surrender Charge - price per $1,000 stated death benefit based on insured person's age at policy or segment date. Guaranteed maximum of $6.50 per $1,000 of stated death benefit. Sales Surrender Charge- up to 50% of standard target premium.	Policies which surrender, decrease death benefit, or take withdrawals
Partial Withdrawal Fee	Transaction date from account value	Two percent, up to $25.	Policies which take withdrawals
Excess Illustration Fee	Transaction date from account value	$25 per illustration.	Policies getting more than one illustration per policy year

Guaranteed Interest Division

The guaranteed interest division guarantees principal and is part of our general account. Amounts you direct into the guaranteed interest division are credited with interest at a fixed rate. See Guaranteed Interest Division, page 20.

Variable Division

If you invest in the variable investment options, you may make or lose money depending on market conditions. The variable investment options are described in the prospectuses for the underlying investment portfolios. Each investment portfolio has its own investment objective. See Investment Portfolio Objectives, page 14.

The separate account purchases shares of the investment portfolios, at net asset value. This price reflects investment management fees, 12b-1 fees and other direct expenses deducted from the portfolio assets as described in the following table. The fees and expenses are shown in gross amounts and net amounts after waiver or reimbursement of fees or expenses by the investment portfolio advisers.

The information in this table was provided to us by the portfolios and we have not independently verified this information.

These expenses are not direct charges against variable division assets or reductions from contract values; rather, these expenses are included in computing each underlying portfolio's net asset value, which is the share price used to calculate the unit values of the variable investment options. For a more complete description of the portfolios' costs and expenses, see the prospectuses for the portfolios.

We receive 12b-1 fees from some investment portfolios. Some investment portfolio advisers and distributors (or their affiliates) may pay us compensation for servicing, distribution, administration or other expenses. The amount of compensation is usually based on the aggregate assets of the investment portfolio from contracts that we issue or administer. Some advisers and distributors may pay us more or less than others. These advisers include AIM Advisors, Inc., Fidelity Management & Research Company, Fred Alger Management Inc., Directed Services Inc., INVESCO Funds Group Inc., Janus Capital, ING Pilgrim Investments, LLC, Putnam Investment Management, LLC and Van Eck Associates Corporation.

FirstLine II   			6

Investment Portfolio Annual Expenses (As a Percentage of Portfolio Average Net Assets)

Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed 1	Total Net Portfolio Expenses
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund	0.61%	N/A	0.21%	0.82%	N/A	0.82%
AIM V.I. Government Securities Fund 2	0.50%	N/A	0.47%	0.97%	N/A	0.97%
The Alger American Fund
Alger American Growth Portfolio	0.75%	0.0%	0.04%	0.79%	N/A	0.79%
Alger American Leveraged AllCap Portfolio	0.85%	0.0%	0.05%	0.90%	N/A	0.90%
Alger American MidCap Growth Portfolio	0.80%	0.0%	0.04%	0.84%	N/A	0.84%
Alger American Small Capitalization           Portfolio	0.85%	0.0%	0.05%	0.90%	N/A	0.90%
Fidelity Variable Insurance Products Fund
VIP Growth 3	0.57%	N/A	0.08%	0.65%	N/A	0.65%
VIP Money Market 4	0.27%	N/A	0.08%	0.35%	N/A	0.35%
VIP Overseas 3	0.72%	N/A	0.17%	0.89%	N/A	0.89%
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager	0.53%	N/A	0.08%	0.61%	N/A	0.61%
VIP II Index 500 5	0.24%	N/A	0.09%	0.33%	N/A	0.33%
The GCG Trust 6
Fully Managed	0.95%	N/A	0.01%	0.96%	N/A	0.96%
Mid-Cap Growth Portfolio	0.88%	N/A	0.01%	0.89%	N/A	0.89%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF-Equity Income Fund 7	0.75%	N/A	0.33%	1.08%	0.00%	1.08%
INVESCO VIF-High Yield Fund 7	0.60%	N/A	0.45%	1.05%	0.00%	1.05%
INVESCO VIF-Small Company Growth           Fund 7, 8	0.75%	N/A	0.68%	1.43%	0.06%	1.37%
INVESCO VIF-Total Return Fund 7, 9	0.75%	N/A	0.69%	1.44%	0.23%	1.21%
INVESCO VIF-Utilities Fund 7, 10	0.60%	N/A	0.81%	1.41%	0.19%	1.22%
Janus Aspen Series Service Shares 11
Janus Aspen Aggressive Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Growth	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen International Growth	0.65%	0.25%	0.06%	0.96%	N/A	0.96%
Janus Aspen Worldwide Growth	0.65%	0.25%	0.05%	0.95%	N/A	0.95%
Neuberger Berman Advisers Management Trust
Growth Portfolio	0.82%	N/A	0.08%	0.90%	0.00%	0.90%
Limited Maturity Bond Portfolio	0.65%	N/A	0.11%	0.76%	0.00%	0.76%
Partners Portfolio	0.82%	N/A	0.10%	0.92%	N/A	0.92%
Pilgrim Variable Products Trust 12
Growth Opportunities Portfolio 13	0.75%	N/A	1.44%	2.19%	1.29%	0.90%
MagnaCap Portfolio 13	0.75%	N/A	7.15%	7.90%	7.00%	0.90%
MidCap Opportunities Portfolio 13	0.75%	N/A	5.01%	5.76%	4.86%	0.90%
SmallCap Opportunities Portfolio 13	0.75%	N/A	0.23%	0.98%	0.08%	0.90%

FirstLine II   			7

Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed 1	Total Net Portfolio Expenses
Putnam Variable Trust
Putnam VT Growth and Income Fund -           Class IB Shares 14	0.46%	0.25%	0.04%	0.75%	N/A	0.75%
Putnam VT New Opportunities Fund - Class           IB Shares 14	0.52%	0.25%	0.05%	0.82%	N/A	0.82%
Putnam VT Small Cap Value Fund - Class           IB Shares 14	0.80%	0.25%	0.30%	1.35%	N/A	1.35%
Putnam VT Voyager Fund - Class IB           Shares 14	0.51%	0.25%	0.05%	0.81%	N/A	0.81%
Van Eck Worldwide Insurance Trust 15
Worldwide Bond Fund	1.00%	N/A	0.21%	1.21%	0.06%	1.15%
Worldwide Emerging Markets Fund	1.00%	N/A	0.33%	1.33%	0.07%	1.26%
Worldwide Hard Assets Fund	1.00%	N/A	0.16%	1.16%	0.02%	1.14%
Worldwide Real Estate Fund	1.00%	N/A	1.27%	2.27%	0.82%	1.45%
Security Life of Denver Insurance Company
Guaranteed Interest Division	N/A	N/A	N/A	N/A	N/A	N/A

____________________________

¹     Neuberger Berman Management Inc. ("NBMI") has undertaken through April 30, 2002 to reimburse certain operating expenses, excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 1% of the Portfolios' average daily net asset value.

²     Included in AIM V.I. Government Securities Fund's "Other Expenses" is 0.12% of interest expense.

³     Actual annual class operating expenses were lower because a portion of the brokerage commissions that the fund paid was used to reduce the fund's expenses, and/or because through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce a portion of the fund's custodian expenses. See the accompanying fund prospectus for details.

⁴     The annual class operating expenses provided are based on historical expenses, adjusted to reflect the current management fee structure.

⁵     The fund's manager has voluntarily agreed to reimburse the class's expenses if they exceed a certain level. Including this reimbursement, the annual class operating expenses were 0.28%. This arrangement may be discontinued by the fund's manager at any time.

⁶     The GCG Trust pays Directed Services, Inc. ("DSI") for its services a monthly management fee based on the annual rates of the average daily net assets of the investment portfolios. DSI (and not the GCG Trust) in turn pays each portfolio manager a monthly fee for managing the assets of the portfolios.

⁷     The Portfolios' "Other Expenses" and "Total Portfolio Expenses" were lower than the figure shown because their custodian fees were reduced under expense offset arrangements.

⁸     INVESCO absorbed a portion of VIF-Small Company Growth Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.62% and 1.37%, respectively.

⁹     INVESCO absorbed a portion of VIF-Total Return Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.46% and 1.21%, respectively.

FirstLine II   			8

¹⁰     INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.62% and 1.22%, respectively.

¹¹     Janus Aspen Service Shares has a distribution plan or "Rule 12b-1 plan" which is described in the funds' prospectuses. Expenses are based on expenses for the fiscal year ended December 31, 2000, restated to reflect a reduction in the management fee for those portfolios. All expenses are shown without the effect of any expense offset arrangements.

¹²     The table shows the estimated operating expenses for each Portfolio as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year and fee waivers to which the Adviser has agreed for each Portfolio.

¹³     ING Pilgrim Investments has entered into written expense limitation agreements with each Portfolio which it advises under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses, subject to possible reimbursement to ING Pilgrim Investments within three years. The expense limit for each such Fund is shown as "Total Net Portfolio Expenses." For each Portfolio, the expense limits will continue through at least December 31, 2001.

¹⁴     Restated to reflect an increase in 12b-1 fees currently payable to Putnam Investment Management, LLC ("Putnam Management"). The Trustees currently limit payments on class IB shares to 0.25% of average net assets. Actual 12b-1 fees during the most recent fiscal year were 0.15% of average net assets.

¹⁵     Operating Expenses for the Worldwide Hard Assets Fund, the Worldwide Emerging Markets Fund and the Worldwide Real Estate Fund were reduced by a brokerage agreement where the Funds direct certain portfolio trades to a broker that, in return, pays a portion of the Funds' operating expenses. The Adviser agreed to assume expenses on the Worldwide Emerging Markets Fund and the Worldwide Real Estate Fund exceeding 1.30% and 1.50%, respectively, of average daily net assets except interest, taxes, brokerage commissions and extraordinary expenses for the year ended December 31, 2000. Without such absorption, Other Expenses were 0.16% for the Worldwide Hard Assets Fund, 0.33% for the Worldwide Emerging Markets Fund and 1.27% for the Worldwide Real Estate Fund for the year ended December 31, 2000 and Total Expenses were 1.16%, 1.33% and 2.27%, respectively.

Policy Values

Your policy account value is the amount you have in the guaranteed interest division, plus the amount you have in each variable investment option. If you have an outstanding policy loan, your account value includes the amount in the loan division. See Policy Values, page 32, and Partial Withdrawals, page 37.

Your Account Value in the Variable Division

Accumulation units are the way we measure value in the variable division. Accumulation unit value is the value of one unit of a variable investment option on a valuation date. Each variable investment option has a different accumulation unit value. See Determining Values in the Variable Division, page 32.

The accumulation unit value for each variable investment option reflects the investment performance of the underlying investment portfolio during the valuation period. Each accumulation unit value reflects the expenses of the investment portfolios. See Determining Values in the Variable Division, page 32, and How We Calculate Accumulation Unit Values, page 33.

Transfer of Account Value

You may make an unlimited number of free transfers among the variable investment options or to the guaranteed interest division each policy year. There are restrictions on transfers from the guaranteed interest division. The minimum transfer amount is $100. See Transfer of Account Value, page 33.

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Special Policy Features

Designated Deduction Option

You may designate one investment option from which we will deduct all of your monthly deductions. See Designated Deduction Option, page 30.

Riders

You may attach additional benefits to your policy by rider. In most cases, we deduct a monthly charge from your account value for these benefits. See Riders, page 29.

Dollar Cost Averaging

Dollar cost averaging is a systematic plan of transferring account values to selected investment options. It is intended to protect your policy's value from short-term price fluctuations. However, dollar cost averaging does not assure a profit, nor does it protect against a loss in a declining market. Dollar cost averaging is free. See Dollar Cost Averaging, page 34.

Automatic Rebalancing

Automatic rebalancing periodically reallocates your net account value among your selected investment options to maintain your specified distribution of account value among those investment options. Automatic rebalancing is free. See Automatic Rebalancing, page 35.

Loans

You may take loans against your policy's net cash surrender value. We charge an annual loan interest rate of 4.75%. We credit an annual interest rate of 4% on amounts held in the loan division as collateral for your loan. Beginning in your eleventh policy year, where permitted by law, we may include amounts in the loan division for calculation of your policy's persistency refund. See Policy Loans, page 36.

Policy loans reduce your policy's death benefit and may cause your policy to lapse.

Loans may have tax consequences. See Tax Considerations, page 51.

Partial Withdrawals

You may withdraw part of your net cash surrender value after your first policy anniversary. You may make twelve partial withdrawals per policy year. Partial withdrawals may reduce your policy's death benefit and will reduce your account value. We assess a fee for each partial withdrawal; surrender charges may apply as well. See Partial Withdrawals, page 37.

Some policies with a high account value may qualify for a partial withdrawal before the first policy anniversary. Partial withdrawals may have tax consequences. See Partial Withdrawals, page 37, and Tax Considerations, page 51.

Persistency Refund

After your tenth policy anniversary, where permitted by law, we add a persistency refund to your account value. See Persistency Refund, page 31.

Policy Modification, Termination and Continuation Features

Right to Exchange Policy

For 24 months after the policy date you may exchange your policy for a guaranteed policy, unless state law requires differently. There is no charge for this exchange. See Right to Exchange Policy, page 31.

Surrender

You may surrender your policy for its net cash surrender value at any time before the death of the insured person. All insurance coverage ends on the date we receive your request. If the surrender charge exceeds the available cash value, there will be no proceeds paid to you on surrender. See Surrender, page 39.

A surrender may have tax consequences. See Tax Considerations, page 51.

Lapse

In general, insurance coverage continues as long as your net cash surrender value is enough to pay the monthly deductions. However, your policy and its riders are guaranteed not to lapse during the first

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three years of your policy if the conditions of the special continuation period have been met. See Lapse, page 38, and Special Continuation Period, page 23.

Reinstatement

You may reinstate your policy and riders within five years of its lapse if you still own the policy and the insured person is still insurable. You will also need to pay the required reinstatement premium.

If you had a policy loan existing when coverage ended, we will reinstate it with accrued loan interest to the date of the lapse. See Reinstatement, page 39.

If the guaranteed minimum death benefit lapses and you do not correct it, this feature terminates. Once it terminates, you cannot reinstate this feature.

Policy Maturity

If the insured person is still living on the maturity date (the policy anniversary nearest the insured person's 100^th birthday) and you do not choose continuation of coverage, you must surrender your policy. We will pay the net account value. Your policy then ends. See Policy Maturity, page 31.

Continuation of Coverage

At the maturity date, if the insured person is living and the policy is in force, you may choose to let the continuation of coverage feature become effective. See Continuation of Coverage, page 31.

Death Benefits

After the insured person's death, we pay death proceeds to the beneficiaries if your policy is in force. Based on the death benefit option you have chosen and whether or not you have coverage under an adjustable term insurance rider, your policy's death benefit may vary.

Generally we require a minimum stated death benefit of $50,000 to issue your policy.

We may lower this minimum for group or sponsored arrangements, or corporate purchasers. A separate cost of insurance applies to your base death benefit.

Tax Considerations

Under current federal income tax law, death benefits of life insurance policies generally are not subject to income tax. In order for this treatment to apply, the policy must qualify as a life insurance contract. We believe it is reasonable to conclude that the policy will qualify as a life insurance contract. See Tax Status of the Policy, page 51.

Assuming the policy qualifies as a life insurance contract under current federal income tax law, your account value earnings are generally not subject to income tax as long as they remain within your policy. However depending on circumstances, the following events may cause taxable consequences for you:

• partial withdrawals
• loans
• surrender
• lapse.

In addition, if your policy is a modified endowment contract, a loan against or secured by the policy may cause income taxation. A penalty tax may be imposed on a distribution from a modified endowment contract as well. See Modified Endowment Contracts, page 52.

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. A business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

You should consult a qualified legal or tax adviser before you purchase your policy.

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How the Policy Works

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INFORMATION ABOUT ING SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS

Security Life of Denver Insurance Company

Security Life of Denver Insurance Company ("ING Security Life") is a stock life insurance company organized under the laws of the State of Colorado in 1929. Our headquarters are located at 1290 Broadway, Denver, Colorado 80203-5699. We are admitted to do business in the District of Columbia and all states except New York. At the close of 2000, the company had over $41.5 billion of life insurance in force. As of December 31, 2000 the total assets were over $8.8 billion and capital and surplus were over $491 million measured on a statutory basis of accounting, as prescribed or permitted by the Colorado Division of Insurance.

ING Security Life is a wholly owned indirect subsidiary of ING Groep, N.V. ("ING"). ING ranks 10th among the top 20 global financial institutions by market capitalization. (Source: ING Group, market capitalization of $80.3 billion as of Nov. 30, 2000). ING is headquartered in Amsterdam, The Netherlands. It has consolidated assets over $604.6 billion on a Dutch (modified U.S.) generally accepted accounting principles basis, as of December 31, 2000.

ING offers a complete line of life insurance products, including:

• annuities
• individual life
• group life
• pension products
• market life reinsurance.

The principal underwriter and distributor for our policies is ING America Equities, Inc. ING America Equities is a stock corporation organized under the laws of the State of Colorado in 1993. It is a wholly owned subsidiary of ING Security Life and is registered as a broker/dealer with the SEC and the NASD. ING America Equities, Inc., is located at 1290 Broadway, Denver, Colorado 80203-5699.

Security Life Separate Account L1

Separate Account Structure

We established Security Life Separate Account L1 (the "separate account") on November 3, 1993, under Colorado insurance law. It is a unit investment trust, registered with the SEC under the Investment Company Act of 1940. The SEC does not supervise our management of the separate account or ING Security Life.

The separate account is used to support our variable life insurance policies and for other purposes allowed by law and regulation. We may offer other variable life insurance contracts with different benefits and charges that invest in the separate account. We do not discuss these contracts in this prospectus. The separate account may invest in other securities not available for the policy described in this prospectus.

The company owns all the assets in the separate account. We credit gains to or charge losses against the separate account without regard to performance of other investment accounts.

Order of Separate Account Liabilities

State law provides that we may not charge general account liabilities against the separate account's assets equal to its reserves and other liabilities. This means that if we ever became insolvent, the separate account assets will be used first to pay separate account policy claims. Only if separate account assets remain after these claims have been satisfied can these assets be used to pay other policy owners and creditors.

The separate account may have liabilities from assets credited to other variable life policies offered by the separate account. If the assets of the separate account are greater than required reserves and policy liabilities, we may transfer the excess to our general account.

Investment Options

Investment options include the variable and the guaranteed interest divisions, but not the loan division. The separate account has several variable investment options which invest in shares of underlying investment portfolios. The investment performance of a policy depends on the performance of the investment portfolios you choose.

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Investment Portfolios

Each of the investment portfolios is a separate series of an open-end management investment company. The investment company receives investment advice from a registered investment adviser who, other than Directed Services, Inc., is not associated with us.

The investment portfolios sell shares to separate accounts of insurance companies. These insurance companies may or may not be affiliated with us. This is known as "shared funding." Investment portfolios may sell shares as the underlying investment for both variable annuity and variable life insurance contracts. This process is known as "mixed funding."

The investment portfolios may sell shares to certain qualified pension and retirement plans that qualify under Section 401 of the Internal Revenue Code ("IRC"). As a result, a material conflict of interest may arise between insurance companies, owners of different types of contracts and retirement plans, or their participants.

If there is a material conflict, we will consider what should be done, including removing the investment portfolio from the separate account. There are certain risks with mixed and shared funding, and with selling shares to qualified pension and retirement plans. See the investment portfolios' prospectuses.

Investment Portfolio Objectives

Each investment portfolio has a different investment objective that it tries to achieve by following its own investment strategy. The objectives and policies of each investment portfolio affect its return and its risks. With this prospectus, you must receive the current prospectus for each investment portfolio. We summarize the investment objectives for each investment portfolio here. You should read each investment portfolio prospectus.

Certain investment portfolios offered under this policy have investment objectives and policies similar to other funds managed by the portfolio's investment adviser. The investment results of a portfolio may be higher or lower than those of other funds managed by the same adviser. There is no assurance, and no representation is made, that the investment results of any investment portfolio will be comparable to those of another fund managed by the same investment adviser.

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
AIM V.I. Capital Appreciation Fund	Investment Company: AIM Variable Insurance Funds Investment Adviser: A I M Advisors, Inc.	Seeks growth of capital.
AIM V.I. Government Securities Fund	Investment Company: AIM Variable Insurance Funds Investment Adviser: A I M Advisors, Inc.	Seeks to achieve a high level of current income.
Alger American Growth Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the portfolio invests primarily in the equity securities of large companies. The portfolio considers a large company to have a market capitalization of $1 billion or greater.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Alger American Leveraged AllCap Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by investing, under normal circumstances, in the equity securities of companies of any size which demonstrate promising growth potential. The portfolio can leverage, that is, borrow money, up to one-third of its total assets to buy additional securities. By borrowing money, the portfolio has the potential to increase its returns if the increase in the value of the securities purchased exceeds the cost of borrowing, including interest paid on the money borrowed.
Alger American MidCap Growth Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on midsize companies with promising growth potential. Under normal circumstances, the portfolio invests primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index.
Alger American Small Capitalization Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on small, fast-growing companies that offer innovative products, services or technologies to a rapidly expanding marketplace. Under normal circumstances, the portfolio invests primarily in the equity securities of small capitalization companies. A small capitalization company is one that has a market capitalization within the range of the Russell 2000 Growth Index or the S&P SmallCap 600 Index.
VIP Growth Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks capital appreciation by investing in common stocks of companies that it believes have above-average growth potential, either domestic or foreign issuers.
VIP Money Market Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks as high a level of current income as is consistent with the preservation of capital and liquidity by investing in U.S. dollar-denominated money market securities, including U.S. Government securities and repurchase agreements, and entering into reverse repurchase agreements.
VIP Overseas Portfolio	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks long-term growth of capital by investing at least 65% of total assets in foreign securities.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIP II Asset Manager Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company	Seeks high total return with reduced risk over the long term by allocating its assets among stocks, bonds, and short-term instruments.
VIP II Index 500 Portfolio	Investment Company: Fidelity Variable Insurance Products Fund II Investment Manager: Fidelity Management & Research Company Sub-Advisor: Bankers Trust Company	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States as represented by the S&P® 500.
Fully Managed	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: T. Rowe Price Associates, Inc.	Seeks, over the long term, a high total investment return consistent with the preservation of capital and with prudent investment risk. Invests primarily in the common stocks of established companies believed by the portfolio manager to have above-average potential for capital growth.
Mid-Cap Growth Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital. Invests primarily in equity securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential.
VIF-Equity Income Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks high total return through both growth and current income by investing primarily in dividend-paying common and preferred stocks. The rest of the fund's assets are invested in debt securities, and lower-grade debt securities.
VIF-High Yield Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to provide a high level of current income by investing primarily in debt securities and preferred stock, with medium to lower credit ratings, including securities issued by foreign companies. It also seeks capital appreciation.
VIF-Small Company Growth Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks long-term capital growth by investing primarily in equity securities of companies with market capitalizations of $2 billion or less at the time of purchase. The remainder of the fund's assets can be invested in a wide range of securities that may or may not be issued by small companies.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
VIF-Total Return Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to provide high total return through both growth and current income by investing primarily in a combination of common stocks of companies with a strong history of paying regular dividends and in debt securities. The remaining assets of the fund are allocated among these and other investments at INVESCO's discretion, based upon current business, economic and market conditions.
VIF-Utilities Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks capital appreciation and income by investing primarily in companies doing business in the utilities economic sector. The remainder of the fund's assets are not required to be invested in the utilities economic sector.
Aspen Aggressive Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing primarily in common stocks selected for their growth potential and normally investing at least 50% of its equity assets in medium-sized companies which fall within the range of companies in the S&P® MidCap 400 Index.
Aspen Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks selected for their growth potential. Although the portfolio can invest in companies of any size, it generally invests in larger, more established companies.
Aspen International Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by investing at least 65% of its total assets in securities of issuers from at least five different countries, excluding the United States. Although the portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Aspen Worldwide Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with preservation of capital by investing primarily in common stocks of companies of any size throughout the world. The portfolio normally invests in issuers from at least five different countries, including the United States. The portfolio may at times invest in fewer than five countries or even in a single country.
Growth Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser:: Neuberger Berman, LLC	Seeks growth of capital by investing mainly in common stock mid-capitalization companies.
Limited Maturity Bond Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser:: Neuberger Berman, LLC	Seeks the highest available current income consistent with liquidity and low risk to principal by investing mainly in investment-grade bonds and other debt securities from U.S. Government and corporate issuers.
Partners Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser:: Neuberger Berman, LLC	Seeks growth of capital by investing mainly in common stock of mid- to large-capitalization companies.
VP Growth Opportunities Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	This fund seeks long-term growth of capital.
VP MagnaCap Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	The fund seeks growth of capital with dividend income as a secondary consideration.
VP MidCap Opportunities Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	This fund seeks long-term capital appreciation.
VP SmallCap Opportunities Portfolio	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	This fund seeks capital appreciation.

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INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Putnam VT Growth and Income Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks capital growth and current income by investing mainly in common stocks of U.S. companies with a focus on value stocks that offer the potential for capital growth, current income or both.
Putnam VT New Opportunities Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks long-term capital appreciation by investing mainly in commons stocks of U.S. companies with a focus on growth stocks within sectors believed to have high growth potential.
Putnam VT Small Cap Value Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks capital appreciation by investing in common stocks of U.S. companies with a focus on value stocks.
Putnam VT Voyager Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks to provide capital appreciation by investing in stocks of U.S. companies with a focus on growth stocks.
Worldwide Bond Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks high total return--income plus capital appreciation--by investing globally, primarily in a variety of debt securities.
Worldwide Emerging Markets Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks long-term capital appreciation by investing in equity securities in emerging markets around the world.
Worldwide Hard Assets Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks long-term capital appreciation by investing primarily in "hard asset securities." Hard assets include precious metals, natural resources, real estate and commodities. Income is a secondary consideration.
Worldwide Real Estate Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks high total return by investing in equity securities of companies that own significant real estate or that principally do business in real estate.

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Guaranteed Interest Division

You may allocate all or a part of your net premium and transfer your net account value into the guaranteed interest division. The guaranteed interest division guarantees principal and is part of our general account. It pays interest at a fixed rate that we declare.

The general account contains all of our assets other than those held in the separate account (variable investment options) or other separate accounts.

The general account supports our non-variable insurance and annuity obligations. We have not registered interests in the guaranteed interest division under the Securities Act of 1933. Also, we have not registered the guaranteed interest division or the general account as an investment company under the Investment Company Act of 1940 (because of exemptive and exclusionary provisions). This means that the general account, the guaranteed interest division and its interests are generally not subject to regulation under these Acts.

The SEC staff has not reviewed the disclosures in this prospectus relating to the general account and the guaranteed interest division. These disclosures, however, may be subject to certain requirements of the federal securities law regarding accuracy and completeness of statements made.

The amount you have in the guaranteed interest division is the net premium you allocate to that division, plus amounts you transfer to it, plus interest earned, minus amounts you transfer out or withdraw. It may be reduced by deductions for charges based on your account value allocated to it.

We declare the interest rate that applies to all amounts in the guaranteed interest division. This interest rate is never less than the minimum guaranteed interest rate of 4.0%. The credited interest rate will be in effect for an initial twelve-month period. Thereafter, the credited interest rate will be guaranteed for successive twelve months at an interest rate current at that time. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the guaranteed interest division on a daily basis. We pay interest regardless of the actual investment performance of our account. We bear all of the investment risk for the guaranteed interest division.

DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard FirstLine II variable universal life insurance policy. There may be differences in the policy features, benefits and charges because of state requirements where we issue your policy. We describe all such differences in your policy.

If you would like to know about variations specific to your state, please ask your agent/registered representative. ING Security Life can provide him/her with the list of variations that will apply to your policy.

Applying for a Policy

You purchase this variable universal life policy by submitting an application to us. On the policy date, the insured person generally should be no older than age 85. The minimum age to issue a policy for tobacco users is age 15. For guaranteed issue policies, the maximum issue age generally is 70. The insured person is the person on whose life we issue the policy. See Age, page 40.

You may request that we back-date the policy up to six months to allow the insured person to give proof of a younger age for the purposes of your policy.

From time to time, we may accept an insured person who exceeds our normal maximum age limit. We will not unfairly discriminate in determining the maximum age at issue. All exceptions to our normal limit are dependent upon our ability to obtain acceptable reinsurance coverage for our risk with an older insured.

We and our affiliates offer other products to insure people which may or may not better match your needs.

Temporary Insurance

If you apply and qualify, we may issue temporary insurance in an amount equal to the face amount of insurance for which you applied. The maximum amount of temporary insurance for binding limited life insurance coverage is $3 million, which includes other in-force coverage you have with us.

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Temporary coverage begins when all of the following events have occurred:

• you have completed and signed our binding limited life insurance coverage form
• we receive and accept a premium payment of at least your scheduled premium (selected on your application)
• part I of the application is complete.

Temporary life insurance coverage ends on the earliest of:

• the date we return your premium payments
• five days after we mail notice of termination to the address on your application
• the date your policy coverage starts
• the date we refuse to issue a policy based on your application
• 90 days after you sign our binding limited life insurance coverage form.

There is no death benefit under the temporary insurance agreement if any of the following events occurs:

• there is a material misrepresentation in your answers on the binding limited life insurance coverage form
• there is a material misrepresentation in statements on your application
• the person or persons intended to be insured die by suicide or self-inflicted injury
• the bank does not honor your premium check.

Policy Issuance

Before we issue a policy, we require satisfactory evidence of insurability of the insured person and payment of your initial premium. This evidence may include completion of underwriting and issue requirements.

The policy date shown on your policy schedule determines:

• monthly processing dates
• policy months
• policy years
• policy anniversaries.

It is not affected by when you receive the policy. The policy date may be different from the date we receive your first premium payment. Generally, we charge monthly deductions from your policy date.

The policy date is determined one of three ways:

1. the date you designate on your application, subject to our approval.
2. the back-date of the policy to save age, subject to our approval and law.
3. if there is no designated date or back-date, the policy date is:

• the date all underwriting and administrative requirements have been met if we receive your initial premium before we issue your policy; or
• the date we receive your initial premium if it is after we approve your policy for issue.

If you choose to have your policy date be earlier than the date we issue your policy (called back-dating), then the following charges will be charged from that earlier date on your first monthly processing date:

• cost of insurance charges
• monthly rider charges
• monthly administrative charge
• policy charge
• mortality and expense risk charge

If you have elected to backdate your policy which enables you to gain benefit of a lower age for the purposes of calculating the cost of insurance charges on your policy, you should understand there are some inherent costs associated with your decision to backdate. For each month that your policy is backdated, the applicable cost of insurance charges are accumulated and deducted from your initial premium payment. Thus, backdating your policy has the effect of lowering your initial net premium and thus the amount available to be allocated to the investment options. On backdated policies the accrued cost of insurance charges deducted from the initial premium result in policy values being lower than those in any policy illustrations you have received.

Definition of Life Insurance

At policy issue, you may choose one of two tests for the federal income tax definition of life insurance. You cannot change your choice later. The tests are the cash value accumulation test and the guideline premium/cash value corridor test. If you choose the guideline premium/cash value corridor test, we may limit premium payments relative to your policy death benefit under this test. See Tax Status of the Policy, page 51.

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Premium Payments

You may choose the amount and frequency of premium payments, within limits. You cannot make premium payments after the death of the insured person or after the continuation of coverage period begins. See Continuation of Coverage, page 31.

We consider payments we receive to be premium payments if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your premium payment, we add the remaining net premium to your policy.

A payment is received by us when it is received at our offices. After you have paid your initial premium, we suggest you send payments directly to the Company, rather than through your agent/ registered representative, to assure the earliest crediting date.

Scheduled Premium

Your premium payments are flexible. You may select your scheduled (planned) premium (within our limits) when you apply for your policy. The scheduled premium, shown in your policy and schedule, is the amount you choose to pay over a stated time period. This amount may or may not be enough to keep your policy in force. You may receive premium reminder notices for the scheduled premium on a quarterly, semi-annual or annual basis. You are not required to pay the scheduled premium.

You may choose to pay your premium by electronic funds transfer each month. Your financial institution may charge for this service. If you choose to pay your initial premium by electronic transfer, please be sure to include the appropriate information as part of your application to avoid a delay in making your coverage effective.

You can change the amount of your scheduled premium within our minimum and maximum limits at any time. If you fail to pay your scheduled premium or if you change the amount of your scheduled premium, your policy performance will be affected. During the special continuation period, your scheduled premium should not be less than the minimum annual premium shown in your policy.

If you want the guaranteed minimum death benefit, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Guaranteed Minimum Death Benefit, page 27.

Unscheduled Premium Payments

Generally speaking, you may make unscheduled premium payments at any time, however:

• We may limit the amount of your unscheduled premium payments that would result in an increase in the base death benefit amount required by the federal income tax law definition of life insurance. We may require satisfactory evidence that the insured person is insurable at the time that you make the unscheduled premium payment if the death benefit is increased due to your unscheduled premium payments.
• We may require proof that the insured person is insurable if your unscheduled premium payment will cause the net amount at risk to increase.
• We will return premium payments which are greater than the "seven-pay" limit for your policy if your payment would cause your policy to become a modified endowment contract, unless you have acknowledged in writing the new modified endowment contract status for your policy. The "seven-pay" limit is defined by the Internal Revenue Code and actuarially determined. It varies based on the age, gender and premium class of each insured, as well as the death benefit and additional benefits or riders on the policy. It is generally the maximum possible premium that we may receive during the first seven policy years in order for the policy not to be classified as a modified endowment contract.

See Modified Endowment Contracts, page 52, and Changes to Comply with the Law, page 54.

If you have an outstanding policy loan and you make an unscheduled payment, we will consider it a loan repayment, unless you tell us otherwise. If your payment is a loan repayment, we do not take tax or sales charges.

Target Premium

Target premium is not based on your scheduled premium. Target premium is actuarially determined based on the age and gender of the insured person. The target premium is used to determine your initial sales charge and the sales compensation we pay. It

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may or may not be enough to keep your policy in force. You are not required to pay the target premium and there is no penalty for paying more or less. The target premium for your policy and additional segments is listed in your policy schedule pages. See Premium Payments, page 22.

Minimum Annual Premium

To qualify for the special continuation period, you must pay a minimum annual premium during each of your first three policy years.

Your minimum annual premium is based on:

• the insured person's age, gender and premium class
• the stated death benefit of your policy
• riders on your policy.

Your minimum annual premium is shown in the schedule pages of your policy. We may reduce the minimum annual premium for group or sponsored arrangements, or for corporate purchasers.

Special Continuation Period

The special continuation period (no lapse guarantee period) is the first three policy years. Under the special continuation period, we guarantee that your policy will not lapse, regardless of its net cash surrender value, if on a monthly processing date:

• premium you have paid, minus partial withdrawals that you have taken, minus outstanding policy loans, including accrued loan interest, is greater than or equal to;
• the minimum monthly premium for each policy month from the first month of your policy through the current monthly processing date.

The minimum monthly premium is one-twelfth of the minimum annual premium.

During the first three years of your policy, if there is not enough net cash surrender value to pay the monthly deductions and you have satisfied these requirements, we do not allow your policy to lapse. We do not permanently waive policy charges. Instead, we continue to deduct these charges which may result in a negative net cash surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly deductions owing. At the end of the special continuation period, to avoid lapse of your policy you must pay enough premium to bring the net cash surrender value to zero plus the amount that covers your estimated monthly deductions for the following two months. See Lapse, page 38.

Allocation of Net Premium

The net premium is the balance remaining after we deduct tax and sales charges from your premium payment.

Insurance coverage does not begin until we receive your initial premium. It must be at least the sum of the scheduled premium payments due from your policy date through your investment date.

The investment date is the first date we apply net premium to your policy. If we receive your initial premium after we approve your policy for issue, the investment date is the date we receive your initial premium.

We apply the initial net premium to your policy after all of the following conditions have been met:

• we receive the required amount of premium
• all issue requirements have been received by our customer service center
• we approve your policy for issue.

Amounts you designate for the guaranteed interest division will be allocated to that division on the investment date. If your state requires return of your premium during the free look period, we initially invest amounts you have designated for the variable division in Fidelity VIP Money Market. We later transfer these amounts from this Portfolio to your selected variable investment options, based on your most recent premium allocation instructions, at the earlier of the following dates:

• five days after we mailed your policy plus your state free look period has ended; or
• we have received your delivery receipt plus your state free look period has ended.

If your state provides for return of account value during the free look period (or no free look period), we invest amounts you designated for the variable investment options directly into your selected investment portfolios.

We allocate all later premium payments to your policy on the valuation date of receipt. We use your most recent premium allocation instructions specified in whole numbers totaling 100%. A payment is received by us when it is received at our offices. After you have paid your initial premium, we suggest

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you send payments directly to the Company, rather than through your agent/registered representative, to assure the earliest crediting date.

Premium Payments Affect Your Coverage

Unless you have the guaranteed minimum death benefit feature or your policy is in the special continuation period, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your cash surrender value is more than your outstanding policy loan plus accrued loan interest. If you do not meet these conditions, your policy will enter the 61-day grace period and you must make a premium payment to avoid lapse. See Lapse, page 38, and Grace Period, page 38.

If you pay your minimum annual premium each year during the first three policy years and take no policy loan or withdrawals, we guarantee your policy and riders will not lapse during the special continuation period, regardless of your net cash surrender value. See Special Continuation Period, page 23.

Under the guaranteed minimum death benefit option, the base death benefit portion of your policy remains effective until the end of the guarantee period. The guaranteed minimum death benefit feature does not apply to riders which terminate when your policy is kept in force under this feature. You must meet all conditions of the guarantee. See Guaranteed Minimum Death Benefit, page 27.

Modified Endowment Contracts

There are special federal income tax rules for distributions from life insurance policies which are modified endowment contracts. These rules apply to policy loans, surrenders and partial withdrawals. Whether or not these rules apply depends upon whether or not the premium we receive is greater than the "seven-pay" limit.

If we find that your scheduled premium causes your policy to be a modified endowment contract on your policy date, we will require you to acknowledge that you know the policy is a modified endowment contract. We will issue your policy based on the scheduled premium you selected. If you do not want your policy to be issued as a modified endowment contract, you may reduce your scheduled premium to a level which does not cause your policy to be a modified endowment contract. We will then issue your policy based on the revised scheduled premium. See Modified Endowment Contracts, page 52.

Death Benefits

You decide the amount of insurance you need, now and in the future. You can combine the long-term advantages of permanent life insurance (base coverage) with the flexibility and short-term advantages of term life insurance. Both permanent and term life insurance are available with one policy. The stated death benefit is the permanent element of your policy. The adjustable term insurance rider is the term insurance element of your policy. See Adjustable Term Insurance Rider, page 29.

Generally, we require a minimum stated death benefit of $50,000. Our underwriting procedures in effect at the time you apply may limit the maximum stated death benefit.

If you have an adjustable term insurance rider at issue, we restrict your target death benefit to no more than eleven times your stated death benefit. See Adjustable Term Insurance Rider, page 29.

It may be to your economic advantage to include part of your insurance coverage under the adjustable term insurance rider. Both the cost of insurance under the adjustable term insurance rider and the cost of insurance for the base death benefit are deducted monthly from your account value and generally increase with the age of the insured person. Use of the adjustable term insurance rider may reduce sales compensation, but may increase the monthly cost of insurance. Coverage provided by the adjustable term insurance rider is not included in the guaranteed minimum death benefit. See Adjustable Term Insurance Rider, page 29.

Your death benefit is calculated as of the date of death of the insured person.

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Death Benefit Summary

This chart assumes no death benefit option changes and no requested or scheduled increases or decreases in stated or target death benefit and that partial withdrawals are less than the premium we receive.

	Option 1	Option 2
Stated Death Benefit	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.	The amount of policy death benefit at issue, not including rider coverage. This amount stays level throughout the life of the policy.
Base Death Benefit	The greater of the stated death benefit or the account value multiplied by the appropriate factor from the definition of life insurance factors.	The greater of the stated death benefit plus the account value or the account value multiplied by the appropriate factor from the definition of life insurance factors.
Target Death Benefit	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.	Stated death benefit plus adjustable term insurance rider benefit. This amount remains level throughout the life of the policy.
Total Death Benefit	It is the greater of the target death benefit or the base death benefit.	It is the greater of the target death benefit plus the account value or the base death benefit.
Adjustable Term Insurance Rider Benefit	The adjustable term insurance rider benefit is the total death benefit minus base death benefit, but it will not be less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit, the adjustable term insurance benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit. If the base death benefit becomes greater than the target death benefit, then the adjustable term insurance rider benefit is zero.	The adjustable term insurance rider benefit is the total death benefit minus the base death benefit, but it will not be less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the account value, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the account value. If the base death benefit becomes greater than the target death benefit plus the account value, then the adjustable term insurance rider benefit is zero.

Base Death Benefit

Your base death benefit can be different from your stated death benefit as a result of:

• your choice of death benefit option
• increases or decreases in the stated death benefit
• a change in your death benefit option.

Federal income tax law requires that your death benefit be at least as much as your account value multiplied by a factor defined by law. This factor is based on:

• the insured person's age
• the insured person's gender
• the cash value accumulation test or the guideline premium/cash value corridor test for the federal income tax law definition of life insurance. See Appendix A, page 181, or Appendix B, page 182.

As long as your policy is in force, we will pay the death proceeds to your beneficiaries after the insured person dies. The beneficiaries are the people you name to receive the death proceeds from your policy. The death proceeds are:

• your base death benefit; plus
• rider benefits; minus
• your outstanding policy loan with accrued loan interest; minus
• outstanding policy charges incurred before the death of the insured person.

There could be outstanding policy charges if the insured person dies while your policy is in the grace period or in the three-year special continuation period.

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Death Benefit Options

You have a choice of two death benefit options (described below). Your choice may result in your base death benefit being greater than your stated death benefit.

Under death benefit option 1, your base death benefit is the greater of:

• your stated death benefit on the date of the insured person's death; or
• your account value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option 1, positive investment performance generally reduces your net amount at risk, which lowers your policy's cost of insurance charge. Option 1 offers insurance coverage at a set amount with potentially lower cost of insurance charges over time.

Under death benefit option 2, your base death benefit is the greater of:

• your stated death benefit plus your account value on the date of the insured person's death; or
• your account value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

With option 2, investment performance is reflected in your insurance coverage.

Death benefit option 2 is not available during the continuation of coverage period. If you have option 2 on your policy, it automatically converts to death benefit option 1 when the continuation of coverage period begins. See Continuation of Coverage, page 31.

Changes in Death Benefit Options

You may request a change in your death benefit option on or after your first monthly processing date and before the continuation of coverage period begins.

Your death benefit option change is effective on your next monthly processing date after we approve it, so long as at least one day remains before your monthly processing date. If less than one day remains before your monthly processing date, your change will be effective on your second following monthly processing date.

After we approve your request, we send a new policy schedule page to you. You should attach it to your policy. We may ask you to return your policy to our customer service center so that we can make this change for you.

A death benefit option change applies to your entire stated or base death benefit. Changing your death benefit option may reduce or increase your target death benefit, as well as your stated death benefit.

We may not approve a death benefit option change if it reduces the target or stated death benefit below the minimum we require to issue your policy.

You may change from death benefit option 1 to option 2, from option 2 to option 1. For you to change from death benefit option 1 to option 2 we may require proof that the insured person is insurable under our normal rules of underwriting.

On the effective date of your option change, your stated death benefit changes as follows:

Change From	Change To	Stated Death Benefit Following Change:
Option 1	Option 2	your stated death benefit before the change minus your account value as of the effective date of the change.
Option 2	Option 1	your stated death benefit before the change plus your account value as of the effective date of the change.

We increase or decrease your stated death benefit to keep the net amount at risk the same. There is no change to the amount of term insurance if you have an adjustable term insurance rider. See Cost of Insurance Charge, page 47.

If you change your death benefit option, we adjust the stated death benefit for each of your segments by allocating your account value to each benefit segment. For example, if you change from death benefit option 1 to option 2, your stated death benefit is decreased by the amount of your account value allocation to that segment. If you change from death benefit option 2 to option 1, your stated death benefit is increased by the amount allocated to that segment.

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We do not impose a surrender charge for a decrease in your stated death benefit caused by a change of death benefit option. We do not adjust the target premium when you change your death benefit option. See Surrender Charge, page 48.

Changing your death benefit option may have tax consequences. You should consult a tax adviser before making changes.

Changes in Death Benefit Amounts

Contact your agent/registered representative or our customer service center to request a change in your policy's death benefit. The change is effective on the next monthly processing date after we receive and approve your request. There may be underwriting or other requirements which must be met before your request can be approved. Your requested change must be for at least $1,000.

After we make your requested change, we will send you a new policy schedule page. Keep it with your policy. We may ask you to send your policy to us so that we can make the change for you. You may change your target death benefit once a policy year.

We may not approve a requested change if it will disqualify your policy as life insurance under federal income tax law. If we disapprove a change for any reason, we provide you with a notice of our decision. See Tax Considerations, page 51.

You may change your policy's stated death benefit on or after your first policy anniversary (first monthly processing date for an increase). You may not decrease the stated death benefit below the minimum we require to issue your policy.

Requested reductions in the death benefit will first decrease the target death benefit. We decrease your stated death benefit only after your adjustable term insurance rider coverage is reduced to zero. If you have more than one segment, we divide decreases in stated death benefit among your benefit segments pro rata unless law requires differently.

You must provide satisfactory evidence that the insured person is still insurable to increase your death benefit. Unless you tell us differently, we assume your request for an increase in your target death benefit is a request for an increase to your stated death benefit. Thus, the amount of your adjustable term insurance rider will not change.

The initial death benefit segment, or first segment, is the stated death benefit on your policy's effective date. A requested increase in stated death benefit will cause a new segment to be created. Once we create a new segment, it is permanent unless law requires differently. The segment year runs from the segment effective date to its anniversary.

Each new segment may have:

• a new sales charge
• new cost of insurance charges, guaranteed and current
• a new incontestability period
• a new suicide exclusion period
• a new target premium
• a new minimum annual premium during the special continuation period
• new surrender charges.

We allocate the net amount at risk among segments in the same proportion that each segment bears to the total stated death benefit. Premium we receive after an increase is applied to your policy segments in the same proportion as the target premium for each segment bears to the total target premium for all segments. Sales charges are deducted from each segment's premium based on the length of time that segment has been effective.

If a death benefit option change causes the stated benefit to increase, no new segment is created. Instead, the size of each existing segment(s) is (are) changed. If it causes the stated death benefit to decrease, each segment is decreased.

There may be tax consequences as a result of a decrease in your death benefit, as well as a possible surrender charge. You should consult a tax adviser before changing your death benefit amount. See Tax Status of the Policy, page 51, and Modified Endowment Contracts, page 52.

Guaranteed Minimum Death Benefit

Usually, your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your cash surrender value is more than your outstanding policy loan plus accrued loan interest. Your account value depends on:

• timing and amount of any premium payments
• the investment performance of the variable investment options
• the interest you earn in the guaranteed interest division

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• the amount of your monthly charges
• partial withdrawals you take
• loan activity you may have.

The guaranteed minimum death benefit may be selected only at policy issue. This option extends the period that your policy's stated death benefit remains in effect even if the variable investment options perform poorly. It has a guarantee period that lasts until the insured person turns age 65 or ten policy years, whichever is later.

The guaranteed minimum death benefit coverage does not apply to riders, including the adjustable term insurance rider. Therefore, if your net account value net cash surrender value is not enough to pay the deductions as they come due on your policy and if your policy is no longer in the special continuation period, only the stated death benefit portion of your coverage is guaranteed to stay in force. See Lapse, page 38.

Charges for your base coverage are deducted each month to the extent that there is sufficient net account value to pay these charges. If there is not sufficient net account value to pay a charge, it is permanently waived. Deduction of charges will resume once there is sufficient net account value.

The guaranteed minimum death benefit feature is not available in some states.

Requirements to Maintain the Guarantee Period

To qualify for the guaranteed minimum death benefit you must pay an annual premium higher than the minimum annual premium. This higher premium is called the guarantee period annual premium. The guarantee period monthly premium is one-twelfth of the guarantee period annual premium. Your net account value must meet certain diversification requirements. See Charges and Deductions, page 45.

Your guarantee period annual premium is based on a percentage of the guideline level premium calculated under the federal tax laws. Your guideline level annual premium depends on:

• your policy's stated death benefit
• the insured person's age, gender, premium class and underwriting characteristics
• the death benefit option you chose
• additional rider coverage on your policy
• other additional benefits on your policy.

At each monthly processing date we test to see if you have paid enough premium to keep your guarantee in place. We calculate:

• actual premium we receive; minus
• the amount of any partial withdrawals you make; minus
• policy loan amounts you take with accrued loan interest. This amount must equal or exceed;
• the sum of the guarantee period monthly premium payments for each policy month starting with your first policy month through the end of the policy month that begins on the current monthly processing date.

You must continually meet the requirements of the guarantee period for this feature to remain in effect. We show the guarantee period annual premium on your policy schedule. If your policy benefits increase, the guarantee period annual premium increases.

In addition, the guarantee period ends if your net account value on any monthly processing date is not diversified as follows:

1. your net account value is invested in at least five investment options; and
2. no more than 35% of your net account value is in any one investment option.

Your policy will continue to meet the diversification requirements if:

1. you have automatic rebalancing and you meet the two diversification tests listed above; or
2. you have dollar cost averaging which results in transfers into at least four investment options with no more than 35% of any transfer directed to any one.

See Dollar Cost Averaging, page 34, and Automatic Rebalancing, page 35.

If you select the guaranteed minimum death benefit option, you must make sure your policy satisfies the premium test and diversification test. If you fail to satisfy either test we send you a notice and give you a thirty day opportunity to correct the condition. If you do not correct it, this feature terminates. Once it terminates, you cannot reinstate the guaranteed minimum death benefit feature. The guarantee period annual premium then no longer applies to your policy.

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Riders

Your policy may include benefits, attached by rider. A rider may have an additional cost. You may cancel riders at any time.

We may offer riders not listed here. Contact your agent/registered representative for a list of riders currently available.

Adding or canceling riders may have tax consequences. See Modified Endowment Contracts, page 52.

Adjustable Term Insurance Rider

You may increase your death proceeds by adding an adjustable term insurance rider. This rider allows you to schedule the pattern of death benefits appropriate for your anticipated needs. As the name suggests, the adjustable term insurance rider adjusts over time to maintain your desired level of coverage.

You specify a target death benefit when you apply for this rider. The target death benefit can be level for the life of your policy or can be scheduled to change at the beginning of a selected policy year(s). See Death Benefits, page 24.

We generally restrict your target death benefit to an amount not more than eleven times your stated death benefit at issue. In other words, if your stated death benefit is $100,000, then the maximum amount of target death benefit we allow you is $1,100,000.

The adjustable term insurance rider death benefit is the difference between your target death benefit and your base death benefit, but not less than zero. The rider's death benefit automatically adjusts daily as your base death benefit changes. Your death benefit depends on which death benefit option is in effect:

     Option 1: If option 1 is in effect, the total death benefit is the greater of:

          a.     the target death benefit; or

          b.     the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

     Option 2: If option 2 is in effect, the total death benefit is the greater of:

          a.     the target death benefit plus the account value; or

          b.     the account value multiplied by the appropriate factor from the death benefit corridor factors in the policy.

For example, under option 1, assume your base death benefit changes as a result of a change in your account value. The adjustable term insurance rider adjusts to provide a death benefit equal to your target death benefit in each year:

Base Death Benefit	Target Death Benefit	Adjustable Term Insurance Rider Amount
$201,500	$250,000	$48,500
202,500	250,000	47,500
202,250	250,000	47,750

It is possible that the amount of your adjustable term insurance may be zero if your base death benefit increases enough. Using the same example, if the base death benefit under your policy grew to $250,000 or more, the adjustable term insurance would be zero.

Even when the adjustable term insurance is reduced to zero, your rider remains in effect until you remove it from your policy. Therefore, if later the base death benefit drops below your target death benefit, the adjustable term insurance rider coverage reappears to maintain your target death benefit.

You may change the target death benefit schedule after it is issued, based on our rules. See Changes in Death Benefit Amounts, page 27.

We may deny future, scheduled increases to your target death benefit if you cancel a scheduled change or if you ask for an unscheduled decrease in your target death benefit.

Partial withdrawals, changes from death benefit option 1 to option 2, and base decreases may reduce your target death benefit. See Partial Withdrawals, page 37, and Changes in Death Benefit Options, page 26.

There is no defined premium for a given amount of adjustable term insurance coverage. Instead, we deduct a separate monthly cost of insurance charge from your account value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider coverage multiplied by the adjustable term death benefit in effect at the monthly processing date. The cost of insurance rates are determined by us from time to time. They are based on the issue age,

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gender and premium class of the insured person, as well as the length of time since your policy date.

The only charge for this rider is the cost of insurance charge. The total charges that you pay may be less if you have some coverage under an adjustable term insurance rider rather than as stated death benefit. There are no sales charges or surrender charges for this coverage.

If the target death benefit is increased by you after the adjustable term insurance rider is issued, we use the same cost of insurance rate schedule for the entire coverage for this rider. These rates are based on the original premium class even though satisfactory new evidence of insurability is required for the increased schedule. The monthly guaranteed maximum cost of insurance rates for this rider will be stated in the policy. See Cost of Insurance Charge, page 47.

Not all policy features apply to the adjustable term insurance rider. The rider does not contribute to the policy account value nor to surrender value. It does not affect investment performance and cannot be used for a policy loan. The adjustable term insurance rider provides benefits only at the insured person's death.

Accelerated Death Benefit Rider

This rider pays part of the death benefit to you if a qualified doctor diagnoses a terminal illness of the insured person. Receipt of such an accelerated payment reduces the death benefit of your policy and its net cash surrender value. No policy loans are permitted after this rider is exercised. There is no charge for this rider.

Additional Insured Rider

This rider provides death benefits upon the death of a named immediate family member. The insured person must be at least age 15 and no more than age 85. You may add up to nine additional insured riders to your policy. We require proof of insurability for each person. Minimum coverage for each person is $10,000. Maximum coverage for all additional insured persons is five times your total stated death benefit. The monthly charge for this rider is $0.06 to $0.13 per $1,000 of rider coverage depending on the insured person's age. See Cost of Insurance Charge, page 47.

Waiver of Cost of Insurance Rider

If the insured person becomes totally disabled while your policy is in force, this rider provides that we waive the monthly expense, cost of insurance and rider charges during the disability period. The insured person must be no less than age 10 and no more than age 55. If you add this rider to your policy, you may not add the waiver of specified premium rider. The rider charges are included as part of your monthly cost of insurance charge. See Cost of Insurance Charge, page 47.

Waiver of Specified Premium Rider

If the insured person becomes totally disabled while your policy is in force, this rider provides that after a waiting period, we credit a specified premium amount monthly to your policy during the disability period. Subject to our underwriting, you specify this amount on the application for the policy. The insured person must be no less than age 10 and no more than age 55. The minimum coverage under this rider is $25 monthly. The monthly charge for this rider is $1.70 to $12.70 per $100 of rider coverage depending on the insured person's age. If your policy is a guaranteed issue policy, the monthly charge for this rider is $3.40 to $25.40 per $100 of coverage depending on issue age.

A policy may contain either the Waiver of Cost of Insurance Rider or the Waiver of Specified Premium Rider, but not both.

Special Features

Designated Deduction Option

You may designate one investment option from which we will deduct your monthly charges. You may make this designation at any time. You may not use the loan division as your designated deduction option.

You may elect not to choose a designated deduction investment option or the amount in your designated deduction investment option may not be enough to cover the monthly deductions. If so, these charges are taken from the variable investment options and guaranteed interest division in the same proportion that your account value in each has to your total net account value on the monthly processing date.

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Right to Exchange Policy

During the first 24 months after your policy date, you have the right to exchange your policy for a guaranteed policy, unless state law requires differently. We transfer the amount you have in the variable division to the guaranteed interest division. We allocate all future net premium to the guaranteed interest division. We do not allow future payments or transfers to the variable investment options after you exercise this right. We do not charge for this exchange. See Guaranteed Interest Division, page 20.

Policy Maturity

You may surrender your policy at any time. If, at the policy anniversary nearest the insured person's 100^th birthday (maturity date), you do not want the continuation of coverage feature, you should surrender the policy for the net account value and end coverage. Part of this payment may be taxable. You should consult your tax adviser.

Continuation of Coverage

The continuation of coverage feature allows your insurance coverage to continue in force beyond your policy maturity date. If you choose to allow the continuation of coverage feature to become effective, we:

• convert target death benefit to stated death benefit
• convert death benefit option 2 to death benefit option 1, if applicable
• terminate all riders
• transfer your net account value (excluding the amount in the loan division) into the guaranteed interest division
• terminate dollar cost averaging and automatic rebalancing.

Your insurance coverage continues in force until the death of the insured person, unless the policy lapses or is surrendered. However we accept no more premium payments, we deduct no further charges and we cease monthly deductions. See Continuation of Coverage, page 31.

You may not make transfers into the variable investment options during the continuation of coverage period but you may take a policy loan or partial withdrawals. If we pay a persistency refund on the guaranteed interest division, it will be credited to your policy. See Persistency Refund, page 31.

If you have an outstanding policy loan, interest continues to accrue. If you fail to make sufficient loan or loan interest payments, it is possible that the loan balance plus accrued interest may become greater than your account value and cause your policy to lapse. To avoid lapse, you may repay the loan and loan interest during the continuation of coverage period.

If you wish to stop coverage during the continuation of coverage period, you may surrender your policy and receive the net account value. There is no surrender charge during this period. All other normal consequences of surrender apply. See Surrender, page 39.

The continuation of coverage feature is not available in all states. If a state has approved this feature, it is an automatic feature and you do not need to take any action to activate it. In certain states the death benefit during the continuation of coverage period is the account value. Contact your agent/registered representative or our customer service center to find out if this feature is available in your state and which type of death benefit applies in your state.

The tax consequences of coverage continuing beyond the insured person's 100^th birthday are uncertain. You should consult a tax adviser as to those consequences.

Persistency Refund

Where state law permits, we pay long-term policy owners a persistency refund. Each month your policy remains in force after your tenth policy anniversary, we credit your account value with a refund of 0.05% of account value. This refund is 0.6% of your account value on an annual basis.

We do not guarantee that we will pay a persistency refund on the guaranteed interest division. If we do, however, we will pay it even if your policy is in the continuation of coverage period.

We add the persistency refund to the variable investment options and guaranteed interest division, but not the loan division, in the same proportion that your account value in each investment option has to your net account value as of the monthly processing date.

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Here are two examples of how the persistency refund may affect your account value:

Example 1: Your policy has no loan:

• account value = $10,000 (all in the variable division)
• monthly persistency refund rate = 0.0005
• persistency refund = 10,000 x .0005 = $5.00

	Value Before Persistency Refund	Value After Persistency Refund
Variable Division	$10,000.00	$10,005.00

Example 2: Your policy does have a loan:

• account value = $10,000
• account value in the variable division = $6,000
• account value in the loan division = $4,000
• monthly persistency refund rate = 0.0005
• persistency refund = 10,000 x .0005 = $5.00

	Value Before Persistency Refund	Value After Persistency Refund
Variable Division	$6,000.00	$6,005.00
Loan	$4,000.00	$4,000.00

Policy Values

Account Value

Your account value is the total amount you have in the guaranteed interest division, the variable division and the loan division. Your account value reflects:

• net premium applied
• charges deducted
• partial withdrawals taken
• investment performance of the variable investment options
• interest earned on the guaranteed interest division
• interest earned on the loan division.

Net Account Value

Your policy's net account value is your account value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Cash Surrender Value

Your cash surrender value is your account value minus any surrender charge due.

Net Cash Surrender Value

Your net cash surrender value is your cash surrender value minus the amount of your outstanding policy loan and accrued loan interest, if any.

Determining Values in the Variable Division

The amounts in the variable division are measured by accumulation units and accumulation unit values. The value of each variable investment option is the accumulation unit value for that option multiplied by the number of accumulation units you own in that option. Each variable investment option has a different accumulation unit value.

The accumulation unit value is the value determined on each valuation date. The accumulation unit value of each variable investment option varies with the investment performance of the underlying portfolio. It reflects:

• investment income
• realized and unrealized gains and losses
• investment portfolio expenses
• daily mortality and expense risk charges.

A valuation date is one on which the net asset value of the investment portfolio shares and unit values of the variable investment options are determined. Valuation dates are each day the New York Stock Exchange and the company's customer service center are open for business, except for days on which an investment portfolio does not value its shares or any other day as required by law. Each valuation date ends at 4:00 p.m. Eastern time. Our customer service center may not be open on major holidays.

You purchase accumulation units when you allocate premium or make transfers to a variable investment option, including transfers from the loan division.

We redeem accumulation units:

• when amounts are transferred from a variable investment option (including transfers to the loan division).
• for the monthly deductions from your account value.
• for policy transaction fees.

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• for surrender charges.
• when you take a partial withdrawal.
• if you surrender your policy.
• to pay the death proceeds.

To calculate the number of accumulation units purchased or sold we divide the dollar amount of your transaction by the accumulation unit value for the variable investment option calculated at the close of business on the valuation date of the transaction.

The date of a transaction is the date we receive your premium or transaction request at our customer service center, so long as the date of receipt is a valuation date. We use the accumulation unit value which is next calculated after we receive your premium or transaction request and we use the number of accumulation units attributable to your policy on the date of receipt.

We take monthly deductions from your account value on the monthly processing date. If your monthly processing date is not a valuation date, the monthly deduction is processed on the next valuation date.

The value of amounts allocated to the variable investment options goes up or down depending on investment performance.

For amounts in the variable investment options, there is no guaranteed minimum value.

How We Calculate Accumulation Unit Values

We determine accumulation unit values on each valuation date.

We generally set the accumulation unit value for a variable investment option at $10 when the investment option is first opened. After that, the accumulation unit value on any valuation date is:

• the accumulation unit value for the preceding valuation date multiplied by
• the variable investment option's accumulation experience factor for the valuation period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and ends at 4:00 p.m. Eastern time on the next valuation date.

We calculate an accumulation experience factor for each variable investment option every valuation date as follows:

• We take the share value of the underlying portfolio shares as reported to us by the investment portfolio managers as of the close of business on that valuation date.
• We add dividends or capital gain distributions declared per share and reinvested by the investment portfolio on the date that the share value is affected. If applicable, we subtract a charge for taxes.
• We divide the resulting amount by the value of the shares in the underlying investment portfolio at the close of business on the previous valuation date.
• We then subtract the mortality and expense risk charge. The daily charge is .002055% (.75% annually) of the accumulation unit value. If the previous day was not a valuation date, this charge is multiplied by the number of days since the last valuation date.

Transfer of Account Value

You may make transfers of your account value among the variable investment options and the guaranteed interest division. If your state requires a refund of premium during the free look period, you may not make transfers until after your free look period ends.

Currently, we do not limit your number of transfers, but we reserve the right to do so if we determine the trading within your policy is excessive. You may not make transfers during the continuation of coverage period. See Excessive Trading, page 34, and Continuation of Coverage, page 31.

You may make transfer requests in writing, or by telephone if you have telephone privileges, to our customer service center. You may fax your request to us. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing.

Your transfer takes effect on the valuation date we receive your request. The minimum amount you may transfer is $100. This minimum does not need to come from one investment option or be transferred to

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one investment option as long as the total amount you transfer is at least $100. However, if the amount remaining in an investment option is less than $100 and you make a transfer request, we transfer the entire amount.

Excessive Trading

Excessive trading activity can disrupt investment portfolio management strategies and increase portfolio expenses through:

• increased trading and transaction costs
• forced and unplanned portfolio turnover
• lost opportunity costs
• large asset swings that decrease the investment portfolio's ability to provide maximum investment return to all policyowners.

In response to excessive trading, we may place restrictions or refuse transfers and impose a fee for each future transfer of up to $25. We will take such actions when we determine, in our sole discretion, that transfers are harmful to the investment portfolios or to policyowners as a whole.

Guaranteed Interest Division Transfers

Transfers into the guaranteed interest division are not restricted.

You may transfer amounts from the guaranteed interest division only in the first 30 days of each policy year. Transfer requests received within 30 days before your policy anniversary will occur on your policy anniversary. A request received by us within 30 days after your policy anniversary is effective on the valuation date we receive it. Transfer requests made at any other time will not be processed.

Transfers from the guaranteed interest division in each policy year are limited to the largest of:

• 25% of your guaranteed interest division balance at the time of your first transfer or withdrawal out of it in that policy year; or
• the sum of the amounts you have transferred and withdrawn from the guaranteed interest division in the prior policy year; or
• $100.

Dollar Cost Averaging

If your policy has at least $10,000 invested in a qualifying source portfolio, you may elect dollar cost averaging. The qualifying source portfolio is the Fidelity VIP Money Market Portfolio. The main goal of dollar cost averaging is to protect your policy values from short-term price changes. There is no charge for this feature.

Dollar cost averaging does not assure a profit nor does it protect you against a loss in a declining market.

This systematic plan of transferring account values is intended to reduce the risk of investing too much when the price of portfolio's shares is high. It also reduces the risk of investing too little when the price of a portfolio's shares is low. Since you transfer the same dollar amount to the investment options each period, you purchase more units when the unit value is low and you purchase fewer units when the unit value is high. There is no charge for this feature.

You may add dollar cost averaging to your policy at any time. The first dollar cost averaging date must be at least one day after we receive your dollar cost averaging request. If your state requires a refund of all premium received during the free look period, dollar cost averaging begins after the end of your free look period.

With dollar cost averaging, you designate either a dollar amount or a percentage of your account value for automatic transfer from a qualifying source portfolio. Each period we automatically transfer the amount you select from your chosen source portfolio to one or more other variable investment options. You may not use the guaranteed interest division or the loan division in dollar cost averaging.

The minimum percentage you may transfer to one investment option is 1% of the total amount you transfer. You must transfer at least $100 on each dollar cost averaging transfer date.

Dollar cost averaging may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. Unless you tell us otherwise, dollar cost averaging automatically takes place monthly on the monthly processing date.

You may have both dollar cost averaging and automatic rebalancing at the same time. However, your dollar cost averaging source portfolio cannot be included in your automatic rebalancing program.

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Changing Dollar Cost Averaging

If you have telephone privileges, you may change the program by telephoning our customer service center or you may fax your request to us. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing. See Telephone Privileges, page 42.

Terminating Dollar Cost Averaging

You may cancel dollar cost averaging by sending satisfactory notice to our customer service center. We must receive it at least one day before the next dollar cost averaging date.

Dollar cost averaging will terminate on the date:

• you specify
• your balance in the source portfolio reaches a dollar amount you set
• the amount in the source portfolio is equal to or less than the amount to be transferred. We will transfer the remaining amount and dollar end cost averaging ends.

Automatic Rebalancing

Automatic rebalancing is a method of maintaining a consistent approach to investing account values over time and simplifying the process of asset allocation among your chosen investment options. There is no charge for this feature.

If you choose this feature, on each rebalancing date we transfer amounts among the investment options to match your pre-set automatic rebalancing allocation. After the transfer, the ratio of your account value in each investment option to your total account value for all investment options included in automatic rebalancing matches the automatic rebalancing allocation percentage you set for that investment option. This action rebalances the amounts in the investment options that do not match your set allocation. This mismatch can happen if an investment option outperforms the other investment options for that time period.

You may choose automatic rebalancing on your application or later by completing our customer service form. Automatic rebalancing may occur on the same day of the month on a monthly, quarterly, semi-annual or annual basis. If you do not specify a frequency, automatic rebalancing will occur quarterly.

The first transfer occurs on the date you select (after your free look period if your state requires return of premium during the free look period). If you do not request a date, processing is on the last valuation date of the calendar quarter in which we receive your request.

You may have both automatic rebalancing and dollar cost averaging at the same time. However, the source portfolio for your dollar cost averaging cannot be included in your automatic rebalancing program. You may not include the loan division.

Changing Automatic Rebalancing

You may change your allocation percentages for automatic rebalancing at any time. Your allocation change is effective on the valuation date that we receive it at our customer service center. If you reduce the amount allocated to the guaranteed interest division, it is considered a transfer from that division. You must meet the requirements for the maximum transfer amount and time limitations on transfers from the guaranteed interest division. See Transfers of Account Value, page 33.

If you have the guaranteed minimum death benefit and you ask for an automatic rebalancing allocation which does not meet the guaranteed minimum death benefit diversification requirements, we will notify you and ask you for revised instructions. See Guaranteed Minimum Death Benefit, page 27.

Terminating Automatic Rebalancing

You may terminate automatic rebalancing at any time, as long as we receive your notice of termination at least one day before the next automatic rebalancing date.

If you have the guaranteed minimum death benefit and you terminate automatic rebalancing, you still must meet the account value diversification requirements for the guarantee period to continue. See Guaranteed Minimum Death Benefit, page 27.

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Policy Loans

You may borrow from your policy at any time after the first monthly processing date, by using your policy as security for a loan, or as otherwise required by law. The amount you borrow (policy loan) is:

• the total amount you borrow from your policy; plus
• policy loan interest that is capitalized when due; minus
• policy loan or interest repayments you make.

Unless law requires differently, a new policy loan must be at least $100. The maximum amount you may borrow on any valuation date, unless required differently by law, is your net cash surrender value minus the monthly deductions to your next policy anniversary or 13 monthly deductions if you take a loan within thirty days before your next policy anniversary.

Your request for a policy loan must be directed to our customer service center. If you have telephone privileges, you may request a policy loan for less than $25,000 by telephone or fax. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing. See Telephone Privileges, page 42.

When you request a loan you may specify one investment option from which the loan will be taken. If you do not specify one, the loan will be taken proportionately from each active investment option you have, including the guaranteed interest division.

Loan interest charges on your policy loan accrue daily at an annual interest rate of 4.75%. Interest is due in arrears on each policy anniversary. If you do not pay it when due, we add it to your policy loan balance.

When you take a policy loan, we transfer an amount equal to your policy loan to the loan division. We follow this same process for loan interest due at your policy anniversary. The loan division is part of our general account specifically designed to hold collateral for policy loans and interest. We credit the loan division with interest at an annual rate of 4%.

If you request an additional loan, we add the new loan amount to your existing policy loan. This way, there is only one loan outstanding on your policy at any time.

Loan Repayment

You may repay your policy loan at any time. We assume that payments you make, other than scheduled premium payments, are policy loan repayments. You must tell us if you want payments to be premium payments.

When you make a loan repayment, we transfer an amount equal to your payment from the loan division to the variable investment options and the guaranteed interest division in the same proportion as your current premium allocation, unless you tell us otherwise.

Effects of a Policy Loan

Taking a loan decreases the amount you have in the investment options. Accruing loan interest will change your net account value as compared to what it would have been if you did not take a loan.

Even if you repay your loan, it has a permanent effect on your account value. The benefits under your policy may be affected.

The loan is a first lien on your policy. If you do not repay your policy loan, we deduct your outstanding policy loan and accrued loan interest from the death proceeds or the cash surrender value payable.

A policy loan may affect the guaranteed minimum death benefit feature and the length of time your policy remains in force. If you do not make loan payments your policy could lapse. Policy loans may cause your policy to lapse if your cash surrender value minus policy loan amounts and accrued loan interest is not enough to pay your deductions each month. See Lapse, page 38.

Policy loans may have tax consequences. If your policy lapses with a loan outstanding, you may have further tax consequences See Distributions Other than Death Benefits from Modified Endowment Contracts, page 53, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 53.

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If you use the continuation of coverage feature and you have a policy loan, loan interest continues to accrue.

Partial Withdrawals

You may request a partial withdrawal to be processed

on any valuation date after your first policy anniversary by contacting our customer service center. If your policy qualifies as being "in corridor" you may make partial withdrawals prior to your first anniversary. A policy is "in corridor" if:

• under death benefit option 1, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit
• under death benefit option 2, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit plus your account value.

You make a partial withdrawal by withdrawing part of your net cash surrender value. If your request is by telephone or fax, it must be for less than $25,000 and may not cause a decrease in your death benefit. Otherwise, your request must be in writing. Telephone and facsimile transfers may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may delay or prevent our processing of your request. Although we have taken precautions to help our systems handle heavy use, we cannot promise complete reliability under all circumstances. If you are experiencing problems, you should make your transfer request in writing. See Telephone Privileges, page 42.

You may take up to twelve partial withdrawals per policy year. The minimum partial withdrawal you may take is $100. The maximum partial withdrawal you may take is the amount which leaves $500 as your net cash surrender value. The maximum withdrawal from an "in corridor" policy prior to the first policy anniversary is limited to the amount that would cause your policy to no longer qualify as "in corridor." If you request a withdrawal of more than this maximum, we require you to surrender your policy or reduce the withdrawal.

When you take a partial withdrawal, we deduct your withdrawal amount plus a service fee from your account value. We may deduct a surrender charge from your account value if your partial withdrawal causes a reduction in your stated death benefit. See Charges and Deductions, page 45.

Partial withdrawals do not reduce the stated death benefit if your base death benefit has been increased to qualify your policy as life insurance under the federal income tax laws and if you withdraw an amount that is no greater than the amount that reduces your account value to a level which no longer requires your base death benefit to be increased to qualify as life insurance for federal income tax law purposes. See Tax Status of the Policy, page 51.

We require a minimum death benefit to issue your policy. You are not allowed to take a partial withdrawal if it reduces your death benefit below this minimum.

We will make a partial withdrawal from the guaranteed interest division and the variable investment options in the same proportion that each has to your net account value immediately before your withdrawal, or you may select one investment option from which your partial withdrawal will be taken. If you select the guaranteed interest division, however, the amount withdrawn from it may not be for more than your total withdrawal multiplied by the ratio of your account value in the guaranteed interest division to your total net account value immediately before the partial withdrawal transaction.

Partial withdrawals may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 53, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 53.

Partial Withdrawals under Death Benefit Option 1

If you selected death benefit option 1, it is your first partial withdrawal of the policy year, no more than fifteen years have passed since your policy date, and the insured person is not yet age 81, you may make a partial withdrawal of up to the greater of 10% of your account value, or 5% of your stated death benefit without decreasing your stated death benefit.

Otherwise, amounts you withdraw will reduce your stated death benefit by the amount of the withdrawal and may be subject to a surrender charge, unless your policy death benefit has been increased to meet the federal income tax definition of life insurance. Then at least part of your partial withdrawal may be made without reducing your stated death benefit.

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Partial Withdrawals under Death Benefit Option 2

If you have selected death benefit option 2, a partial withdrawal does not reduce your stated or target death benefit. However because your account value is reduced, we reduce the total death benefit by at least the partial withdrawal amount.

Lapse

Your insurance coverage continues as long as your net cash surrender value is enough to pay your deductions each month. Lapse does not apply if either the guaranteed minimum death benefit feature or the special continuation period is in effect and you have met all requirements. See Special Continuation Period, page 23, and Guaranteed Minimum Death Benefit, page 27.

If you have an outstanding policy loan, your policy will lapse if the loan plus accrued interest is more than your account value. Thus, during the continuation of coverage period, the policy could lapse if there is an outstanding policy loan even though there are no further monthly deductions.

Grace Period

Your policy enters a 61-day lapse grace period if, on a monthly processing date your net cash surrender value is zero (or less); the three-year special continuation period has expired, or you have not paid the required special continuation period premium; and you do not have the guaranteed minimum death benefit or it has expired or terminated.

We notify you that your policy is in a grace period at least 30 days before it ends. We send this notice to you (or a person to whom you have assigned your policy) at your last known address in our records. We notify you of the premium payment necessary to prevent your policy from lapsing. This amount generally is the past due charges, plus your estimated monthly policy and rider deductions for the next two months. If the insured person dies during the grace period we do pay death proceeds to your beneficiaries with reductions for your policy loan balance, accrued loan interest and monthly deductions owed.

No lapse notice will be sent to you if the guaranteed minimum death benefit is going to lapse.

If we receive payment of the required amount before the end of the grace period, we apply it to your account value in the same manner as your other premium payments, then we deduct the overdue amounts from your account balance.

If you do not pay the full amount within the 61-day grace period, your policy and its riders lapse without value. We withdraw your remaining account balance from the variable and guaranteed interest divisions. We deduct amounts you owe us, including surrender charges, and inform you that your coverage has ended.

If You Have the Guaranteed Minimum Death Benefit in Effect

After the special continuation period has ended and if the guaranteed minimum death benefit is in effect, your policy's stated death benefit will not lapse during the guarantee period. This is true even if your net cash surrender value is not enough to cover the deductions from your account value on your monthly processing date. See Guaranteed Minimum Death Benefit, page 27.

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Lapse Summary

Special Continuation Period		Guaranteed Minimum Death Benefit
If you meet the requirements	If you do not meet the requirements or it is no longer in effect	If you meet the requirements	If you do not meet the requirements or it is no longer in effect
Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. The charges are deducted and may cause a negative account value until the earlier of: 1) the date you have enough net account value, or 2) until the end of the special continuation period.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.	Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. However, if you have riders, they lapse after the grace period and only your base coverage remains in force. Charges for your base coverage are then deducted each month to the extent that there is sufficient net account value to pay them. If there is not sufficient net account value to pay a charge, it is permanently waived.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.

Reinstatement

If you do not pay enough premium before the end of the grace period, your policy lapses. You may still reinstate your policy and its riders (other than the guaranteed minimum death benefit) within five years of the end of the grace period.

Unless state law requires differently, we will reinstate your policy and riders if:

• you are the owner and have not surrendered your policy
• you provide satisfactory evidence that the insured person (including those under your riders) is still insurable according to our normal rules of underwriting
• we receive enough premium to keep your policy and riders in force from the beginning to the end of the grace period and for two months after the reinstatement date.

Reinstatement is effective on the monthly processing date following our approval of your reinstatement application. When we reinstate your policy, we reinstate the surrender charges for the amount and time remaining when your policy lapsed. If you had a policy loan when coverage ended, we reinstate it with accrued loan interest to the date of lapse. The cost of insurance charges at the time of reinstatement are adjusted to reflect the time since the lapse.

We apply net premium received after reinstatement according to your most recent instructions which may be those in effect at the start of the grace period.

Surrender

You may surrender your policy for its net cash surrender value any time while the insured person is alive. You may take your net cash surrender value in other than one payment.

We compute your net cash surrender value as of the valuation date we receive your written surrender request and policy (or lost policy form) at our customer service center. All insurance coverage ends on the date we receive your surrender request and policy. See Policy Values, page 32, and Settlement Provisions, page 43.

If you surrender your policy during the first fourteen policy or segment years we deduct a surrender charge from your net account value. If you surrender your policy during the early years, you may have little or

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no net cash surrender value. See Surrender Charge, page 48.

We do not pro-rate or add back to your account value charges or expenses which we deducted before your surrender.

Surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits from Modified Endowment Contracts, page 53, and Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts, page 53.

General Policy Provisions

Free Look Period

You have the right to examine your policy and return it (for any reason) to us within the period shown in the policy. The right to examine your policy (also called free look period) starts on the date you receive it. If you return your policy to us within your state's specified time limit, we cancel it as of your policy date.

If you cancel your policy during this free look period, you will receive a refund as determined by law. Generally, there are two types of free look refunds:

• some states require a return of all premium we receive
• other states require payment of account value plus a refund of all charges deducted.

Your policy will specify what type of free look refund applies in your state. The type of free look refund will affect when premium we receive before the end of the free look period is allocated into the variable investment options. See Allocation of Net Premium, page 23.

Your Policy

The contract between you and us is the combination of:

• your policy (or certificate)
• a copy of your original application and applications for benefit increases or decreases
• your riders
• endorsements
• policy schedule pages
• reinstatement applications.

If you make a change to your coverage, we give you a copy of your changed application and new policy schedules. If you send your policy to us, we attach these items to your policy and return it to you. Otherwise, you need to attach them to your policy.

Unless there is fraud, we consider all statements made in an application to be representations and not guarantees. We use no statement to deny a claim, unless it is in an application.

A president or other officer of our company and our secretary or assistant secretary must sign all changes or amendments to your policy. No other person may change its terms or conditions.

Guaranteed Issue

We may offer policies on a guaranteed issue basis for certain group or sponsored arrangements. We issue these policies up to a preset face amount with reduced evidence of insurability. Guaranteed issue policies carry a different mortality risk compared with policies that are fully underwritten. So, we may charge different cost of insurance rates for guaranteed issue policies. The cost of insurance rates under these circumstances may depend on the:

• issue age of the insured people
• risk class of the insured people
• size of the group
• total premium the group pays.

Generally, most guaranteed issued policies have higher overall charges for insurance than a similar underwritten policy issued in the standard tobacco non-user or standard tobacco user class. This means that the insured person in a group or sponsored arrangement could get individual, fully underwritten insurance coverage at a lower overall cost.

Age

We issue your policy at the insured person's age (stated in your policy schedule) based on the nearest birthday to the policy date. On the policy date, the insured person generally should be no older than age 85. The minimum age to issue a policy for tobacco users is age 15. For guaranteed issue policies, the maximum issue age generally is 70.

We often use age to calculate rates, charges and values. We determine the insured person's age at a given time by adding the number of completed policy years to the age calculated at issue and shown in the schedule.

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Ownership

The original owner is the person named as the owner in the policy application. The owner can exercise all rights and receive benefits during the life of the insured person. These rights include the right to change the owner, beneficiaries or the method designated to pay death proceeds.

As a matter of law, all rights of ownership are limited by the rights of any person who has been assigned rights under the policy and any irrevocable beneficiaries.

You may name a new owner by giving us written notice. The effective date of the change to the new owner is the date the prior owner signs the notice. However, we will not be liable for any action we take before a change is recorded at our customer service center. A change in ownership may cause the prior owner to recognize taxable income on gain under the policy.

Beneficiaries

You, as owner, name the beneficiaries when you apply for your policy. The primary beneficiaries who survive the insured person receives the death proceeds. Other surviving beneficiaries receive death proceeds only if there is no surviving primary beneficiaries. If more than one beneficiary survives the insured person, they share the death proceeds equally, unless you specify otherwise. If none of your policy beneficiaries has survived the insured person, we pay the death proceeds to you or to your estate, as owner.

You may name new beneficiaries during the insured person's lifetime. We pay death proceeds to the beneficiaries whom you have most recently named according to our records. We do not make payments to multiple sets of beneficiaries.

Collateral Assignment

You may assign your policy by sending written notice to us. After we record the assignment, your rights as owner and the beneficiaries' rights (unless the beneficiaries were made irrevocable beneficiaries under an earlier assignment) are subject to the assignment. It is your responsibility to make sure the assignment is valid.

Incontestability

After your policy has been in force and the insured person is alive for two years from your policy date, and from the effective date of any new segment, an increase in any other benefit or reinstatement, we will not question the validity of statements in your applicable application.

Misstatements of Age or Gender

If the insured person's age or gender has been misstated, we adjust the death benefit to the amount which would have been purchased for the insured person's correct age and gender. We base the adjusted death benefit on the cost of insurance charges deducted from your account value on the last monthly processing date before the insured person's death, or as otherwise required by law.

If unisex cost of insurance rates apply, we do not make any adjustments for a misstatement of gender.

Suicide

If the insured person commits suicide (while sane or insane), within two years of your policy date, unless otherwise required by law, we limit death proceeds to:

1. your net account value as of the change date; plus
2. premium we received since the change; minus
3. increases in the policy loan balance, accrued loan interest, and partial withdrawals since the change date.

We make a limited payment to the beneficiaries for a new segment or other increase if the insured person commits suicide (while sane or insane), within two years of the effective date of a new segment or within two years of an increase in any other benefit, unless otherwise required by law. The limited payment is equal to the cost of insurance and monthly expense charges which were deducted for the increase.

Transaction Processing

Generally, within seven days of when we receive all information required to process a payment, we pay:

• death proceeds
• net cash surrender value

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• partial withdrawals
• loan proceeds.

We may delay processing these transactions if:

• the NYSE is closed for trading
• trading on the NYSE is restricted by the SEC
• there is an emergency so that it is not reasonably possible to sell securities in the variable investment options or to determine the value of an investment option's assets
• a governmental body with jurisdiction over the separate account allows suspension by its order.

SEC rules and regulations determine whether or not these conditions exist.

We execute transfers among the variable investment options as of the valuation date of our receipt of your request at our customer service center.

We determine the death benefit as of the date of the insured person's death. The death proceeds are not affected by subsequent changes in the value of the variable investment options.

We may delay payment from our guaranteed interest division for up to six months, unless law requires otherwise, of surrender proceeds, withdrawal amounts or loan amounts. If we delay payment more than 30 days, we pay interest at our declared rate (or at a higher rate if required by law) from the date we receive your complete request.

Notification and Claims Procedures

Except for certain authorized telephone requests, we must receive in writing any election, designation, change, assignment or request made by the owner.

You must use a form acceptable to us. We are not liable for actions taken before we receive and record the written notice. We may require you to return your policy for policy changes or if you surrender it.

If the insured person dies while your policy is in force, please let us know as soon as possible. We will send you instructions on how to make a claim. As proof of the insured person's death, we may require proof of the deceased insured person's age and a certified copy of the death certificate.

The beneficiaries and the deceased insured person's next of kin may need to sign authorization forms. These forms allow us to get information such as medical records of doctors and hospitals used by the deceased insured person.

Telephone Privileges

If your policy was delivered on or after May 1, 1999, Telephone privileges are automatically provided to you and your agent/registered representative, unless you decline it on the application or contact our customer service center. If your policy was delivered before May 1, 1999, you may choose telephone privileges by completing our customer service form and returning it to our customer service center. Telephone privileges allow you or your agent/ registered representative to call our customer service center to:

• make transfers
• change premium allocations
• change your dollar cost averaging and automatic rebalancing programs
• request partial withdrawals
• request a policy loan.

Our customer service center uses reasonable procedures to make sure that instructions received by telephone are genuine. These procedures may include:

• requiring some form of personal identification
• providing written confirmation of any transactions
• tape recording telephone calls.

By accepting telephone privileges, you authorize us to record your telephone calls with us. If we use reasonable procedures to confirm instructions, we are not liable for losses from unauthorized or fraudulent instructions. We may discontinue this privilege at any time.

Non-participation

Your policy does not participate in the surplus earnings of ING Security Life.

Distribution of the Policies

The principal underwriter (distributor) for our policies is ING America Equities, Inc., a wholly owned subsidiary of ING Security Life. It is registered as a broker/dealer with the SEC and the NASD. We pay ING America Equities, Inc., under a distribution agreement.

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We sell our policies through licensed insurance agents who are registered representatives of other broker/dealers including, but not limited to:

1. VESTAX Securities Corporation, an indirect affiliate;
2. Locust Street Securities, Inc., an indirect affiliate;
3. Multi-Financial Securities, Corp., an indirect affiliate;
4. IFG Network Securities, Inc., an indirect affiliate;
5. Financial Network Investment Corporation, an indirect affiliate;
6. Washington Square Securities, Inc., an indirect affiliate;
7. Guaranty Brokerage Services, Inc., an indirect affiliate;
8. AETNA Investment Services, LLC, an indirect affiliate;
9. Primevest Financial Services., Inc., an indirect affiliate;
10. Granite Investment Services, Inc., an indirect affiliate; and
11. Financial Northeastern Securities, Inc., an indirect affiliate.

All broker/dealers who sell this policy have entered into selling agreements with us. Under these selling agreements, we pay a distribution allowance to broker/dealers, who pay commissions to their agents/registered representatives who sell this policy.

The distribution allowance is 95% of first the target premium we receive. For premium we receive over your first target premium, the distribution allowance is paid at a significantly lower rate in all later years.

Although it varies by policy, we estimate the typical first year compensation payable to a selling broker/ dealer if a policy pays target premium to be $14 per $1,000 of stated death benefit.

Broker/dealers receive annual renewal payments (trails) of 0.10% of the average net account value at the beginning of the eleventh policy year.

We pay wholesaler fees and marketing and training allowances. We may provide repayments or make sponsor payments for broker/dealers to use in sales contests for their registered representatives. We do not hold contests directly based on sales of this product. We do hold training programs from time to time at our own expense. We pay dealer concessions, wholesaling fees, other allowances and the costs of all other incentives or training programs from our resources which include sales charges.

Some broker/dealers receive a slightly lower distribution allowance because we provide them with greater marketing and administrative support.

Advertising Practices and Sales Literature

We may use advertisements and sales literature to promote this product, including:

• articles on variable life insurance and other information published in business or financial publications
• indices or rankings of investment securities
• comparisons with other investment vehicles, including tax considerations.

We may use information regarding the past performance of the variable investment options. Past performance is not indicative of future performance of the investment options or the policies and is not reflective of the actual investment experience of policyowners.

We may feature certain investment options and their managers, as well as describe asset levels and sales volumes. We may refer to past, current, or prospective economic trends, and, investment performance or other information we believe may be of interest to our customers.

Settlement Provisions

You may take your net cash surrender value in other than one payment. Likewise, you may elect to have the beneficiaries receive the death proceeds other than in one payment, if you make this election during the insured person's lifetime. If you have not made this election, the beneficiaries may do so within 60 days after we receive proof of the insured person's death.

The investment performance of the variable investment options does not affect payments under these settlement options. Instead, interest accrues at a fixed rate based on the option you choose.

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Payment options are subject to our rules at the time you make your selection. Currently, a periodic payment must be at least $20 and the total proceeds must be $2,000 or more.

Option I:	Payouts for a Designated Period
Option II:	Life Income with Payouts Guaranteed for a Designated Period
Option III:	Hold at Interest
Option IV:	Payouts of a Designated Amount
Option V:	Other Options We Offer at the Time We Pay the Benefit

Administrative Information About the Policy

Voting Privileges

We invest the variable investment options' assets in shares of investment portfolios. We are the legal owner of the shares held in the separate account and we have the right to vote on certain issues. Among other things, we may vote on issues described in the fund's current prospectus or issues requiring a vote by shareholders under the Investment Company Act of 1940.

Even though we own the shares, we give you the opportunity to tell us how to vote the number of shares attributable to your policy. We count fractional shares. If you have a voting interest, we send you proxy material and a form on which to give us your voting instructions.

Each investment portfolio share has the right to one vote. The votes of all investment portfolio shares are cast together on a collective basis, except on issues for which the interests of the portfolios differ. In these cases, voting is on a portfolio-by-portfolio basis.

Examples of issues that require a portfolio-by-portfolio vote are changes in the fundamental investment policy of a particular investment portfolio or approval of an investment advisory agreement.

We vote the shares in accordance with your instructions at meetings of investment portfolio shareholders. We vote any investment portfolio shares that are not attributable to policies and any investment portfolio shares for which the owner does not give us instructions, the same way we vote as if we did receive owner instructions.

We reserve the right to vote investment portfolio shares without getting instructions from policy owners if the federal securities laws, regulations or their interpretations change to allow this.

You may instruct us only on matters relating to the investment portfolios corresponding to those in which you have invested assets as of the record date set by the investment portfolio's Board for the portfolio's shareholders meeting. We determine the number of investment portfolio shares in each variable investment option for your policy by dividing your account value in that option by the net asset value of one share of the matching investment portfolio.

Material Conflicts

We are required to track events to identify material conflicts arising from using investment portfolios for both variable life and variable annuity separate accounts. The Boards of the investment portfolios, ING Security Life, and other insurance companies participating in the investment portfolios, have this same duty. There may be a material conflict if:

• state insurance law or federal income tax law changes
• investment management of an investment portfolio changes
• voting instructions given by owners of variable life insurance policies and variable annuity contracts differ.

The investment portfolios may sell shares to certain qualified pension and retirement plans qualifying under Code Section 401. These include cash or deferred arrangements under Code Section 401(k). Therefore, there is a possibility that a material conflict may arise between the interests of owners in general or between certain classes of owners; and these retirement plans or participants in these retirement plans.

If there is a material conflict, we have the duty to determine appropriate action including removing the portfolios involved from our variable investment options. We may take other action to protect policy owners. This could mean delays or interruptions of the variable operations.

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When state insurance regulatory authorities require it, we may ignore voting instructions relating to changes in an investment portfolio's adviser or its investment policies. If we do ignore voting instructions, we give you a summary of our actions in our next semi-annual report to owners.

Under the Investment Company Act of 1940, we must get your approval for certain actions involving our separate account. In this case, you have one vote for every $100 of value you have in the variable investment options. We cast votes credited to amounts in the variable investment options, but not credited to policies in the same proportion as votes cast by owners.

Right to Change Operations

Subject to state and federal law limitations and the rules and regulations thereunder, we may, from time to time, make any of the following changes to our separate account with respect to some or all classes of policies:

• Change the investment objective.
• Offer additional variable investment options which will invest in portfolios we find appropriate for policies we issue.
• Eliminate variable investment options.
• Combine two or more variable investment options.
• Substitute a new investment portfolio for a portfolio in which the division currently invests. A substitution may become necessary if, in our judgment:

»     a portfolio no longer suits the purposes of your policy

»     there is a change in laws or regulations

»     there is a change in a portfolio's investment objectives or restrictions

»     the portfolio is no longer available for investment

»     another reason we deem a substitution is appropriate

• Transfer assets related to your policy class to another separate account.
• Withdraw the separate account from registration under the 1940 Act.
• Operate the separate account as a management investment company under the 1940 Act.
• Cause one or more variable investment options to invest in a mutual fund other than, or in addition to, the investment portfolios.
• Stop selling these policies.
• End any employer or plan trustee agreement with us under the agreement's terms.
• Limit or eliminate any voting rights for the separate account.
• Make any changes required by the 1940 Act or its rules or regulations.
• Close an investment option to new investments.

We will not make a change until it is effective with the SEC and approved by the appropriate state insurance departments, if necessary. We will notify you of changes. If you wish to transfer the amount you have in the affected investment option to another variable investment option or to the guaranteed interest division, you may do so free of charge. Just notify us at our customer service center.

Reports to Owners

At the end of each policy year we send a report to you that shows:

• your total net policy death benefit (your stated death benefit plus adjustable term insurance rider death benefit, if any)
• your account value
• your policy loan, if any, plus accrued interest
• your net cash surrender value
• your account transactions during the policy year showing net premium, transfers, deductions, loan amounts and withdrawals.

We send semi-annual reports with financial information on the investment portfolios, including a list of the investment holdings of each portfolio.

We send confirmation notices to you throughout the year for certain policy transactions such as partial withdrawals and loans.

CHARGES AND DEDUCTIONS

The amount of a charge may not correspond to the cost incurred by us to provide the service or benefit. For example, the sales charge may not cover all of our sales and distribution expenses. Some proceeds from other charges, including the mortality and expense risk charge or cost of insurance charges, may be used to cover such expenses.

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Deductions from Premium

We treat payments we receive as premium if you do not have an outstanding loan and your policy is not in the continuation of coverage period. After we deduct certain charges from your payment, we add the remaining net premium to your policy.

Initial Sales Charge

We deduct a percentage from each premium payment to help cover the costs of distribution, preparing our sales literature, promotional expenses and other direct and indirect expenses to sell the policy.

We base the percentage on the insured person's age when your policy or segment becomes effective.

Policy or Segment Issue Age	Sales Charges Percentage
0 - 49 50 - 59 60 - 85	2.25% 3.25% 4.25%

To determine your applicable sales charge, premium payments we receive after an increase in stated death benefit are allocated to your policy segments in the same proportion as the target premium for each segment bears to the total target premium of your stated death benefit.

We may reduce or waive the sales charge for certain group or sponsored arrangements, or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 50.

Tax Charges

We pay state and local taxes in almost all states. These taxes vary in amount from state to state and may vary from jurisdiction to jurisdiction within a state. Currently, state and local taxes range from 0% to 5%. We deduct 2.5% of each premium payment to cover these taxes. This rate approximates the average tax rate we expect to pay.

To cover our estimated costs for the federal income tax treatment of deferred acquisition costs we deduct 1.5% of each premium payment. This cost is determined solely by the amount of life insurance premium we receive.

We reserve the right to increase or decrease this charge for taxes if there are changes in the tax law, within limits set by state law. We also reserve the right to increase or decrease the charge for the federal income tax treatment of deferred acquisition costs based on any change in that cost to us.

Daily Deductions from the Separate Account

Mortality and Expense Risk Charge

We deduct 0.002055% per day (0.75% annually) of the amount you have in the variable division for the mortality and expense risks we assume. This charge is deducted as part of the calculation of the daily unit values for the variable investment options and does not appear as a separate charge on your statement or confirmation.

The mortality risk is that insured people, as a group, may live less time than we estimated. The expense risk is that the costs of issuing and administering the policies and in operating the variable division are greater than the amount we estimated.

The mortality and expense risk charge does not apply to your account value in the guaranteed interest division or the loan division.

Monthly Deductions from Account Value

We deduct charges from your account value on each monthly processing date until the maturity date.

Policy Charge

The policy charge is $10 per month for the first three years of your policy.

This charge compensates us for such costs as:

• application processing
• medical examinations
• establishment of policy records
• insurance underwriting costs.

Administrative Charge

We charge a per month administrative charge of $0.07 per $1,000 of death benefit in policy years 1 - 10 and $0.01 per $1,000 of death benefit in year 11 and thereafter. This charge applies to the first $5

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million of death benefit. The rate per $1,000 of death benefit is based on the insured person's age at issue and the length of time the policy has been in force.

We charge a per month administrative charge of $3 plus $0.025 per $1,000 for the greater of the stated death benefit, or the target death benefit. We currently limit the per unit charge to $30 per month ($33 total).

This charge is designed to compensate us for ongoing costs such as:

• premium billing and collections
• claim processing
• policy transactions
• record keeping
• reporting and communications with policy owners
• other expenses and overhead.

Cost of Insurance Charge

The cost of insurance charge compensates us for the ongoing costs of providing insurance coverage, including the expected cost of paying death proceeds that may be more than your account value.

The cost of insurance charge is equal to our current monthly cost of insurance rate multiplied by the net amount at risk for each portion of your death benefit. We calculate the net amount at risk monthly, at the beginning of each policy month. For the base death benefit, the net amount at risk is calculated using the difference between the current base death benefit and your account value. We determine your account value after we deduct your policy and rider charges due on that date other than cost of insurance charges.

If your base death benefit at the beginning of a month increases as a requirement of the federal income tax law definition of life insurance, the net amount at risk for your base death benefit for that month also increases. Because your target death benefit did not change, the net amount at risk for your adjustable term insurance rider decreases. The amount of your cost of insurance charge varies from month to month as a result of changes in your net amount at risk, changes in the death benefit and the increasing age of the insured person. We allocate the net amount at risk to segments in the same proportion that each segment has to the total stated death benefit for all coverage as of the monthly processing date.

We base your current cost of insurance rates on the insured person's age, gender, policy duration, target death benefit and premium class on the policy and each segment date.

We apply unisex rates where appropriate under the law. This currently includes the state of Montana and policies purchased by employers and employee organizations in connection with employment-related insurance or benefit programs.

Separate cost of insurance rates apply to each segment of the base death benefit, and your riders.

The cost of insurance or rider charges for a class of insured persons may change from time to time. We base the new charge on changes in expectations about:

• investment earnings
• mortality
• the time policies remain in effect
• expenses
• taxes.

These rates are never more than the guaranteed maximum rates shown in your policy. The guaranteed maximum rates are based on the 1980 Commissioner's Standard Ordinary Sex Distinct Mortality Table.

The maximum rates for the initial and each new segment will be printed in your policy schedule pages.

There are no cost of insurance charges during the continuation of coverage period.

Rider Charges

On each monthly processing date, we deduct the cost of your riders. Rider charges do not include those which are charged as a cost of insurance. See Riders, page 29.

Policy Transaction Fees

We charge fees for certain transactions under your policy. We deduct these fees from the variable and guaranteed interest divisions pro rata to the account value in each.

Excess Illustration Fee

Your first policy illustration in each policy year is free. After that, we assess a fee of $25 per illustration.

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Partial Withdrawal Fee

We deduct a service fee of 2% of the requested partial withdrawal (but not more than $25) from your account value for each partial withdrawal. A surrender charge may also apply. See Partial Withdrawals, page 37.

How We Deduct Charges, Loans and Partial Withdrawals

	Monthly Charges: Cost of Insurance Charges, Rider Charges, Administrative Fees	Policy Transactions and Fees: Excess Illustration Fee, Loans and Partial Withdrawals
Choice	May choose a designated deduction investment option, including guaranteed interest division	May choose any investment option or combination of investment options
Default	Proportionally among variable investment options and guaranteed interest division	Proportionally among variable investment options and guaranteed interest division

Surrender Charge

We deduct a surrender charge from your account value during the first fourteen years of your policy, or coverage segment if you:

• surrender your policy
• reduce your stated death benefit
• allow your policy to lapse
• take a partial withdrawal which decreases your stated death benefit.

The surrender charge compensates us for issuing and distributing policies. We deduct surrender charges proportionately based on the account value in each investment option.

The surrender charge is made up of two parts:

1. an administrative surrender charge and
2. a sales surrender charge.

If you change your death benefit option, this may decrease your stated death benefit. Under these circumstances, we do not deduct a surrender charge and we do not reduce future surrender charges.

A change to your death benefit option may increase the stated death benefit. We do not increase your surrender charge in this case. However, all other increases in your stated death benefit create a new segment which will be subject to its own fourteen-year surrender charge period.

If your surrender charge changes, we send you a new schedule showing the change.

The administrative surrender charges varies by age at policy issue. See the chart below. Once set, the administrative surrender charge remains level for the first seven years following the effective date of your policy and any new segment. These charges then decrease at the beginning of each following policy year by 12.5% of the amount in effect at the end of the seventh policy year. This continues until your surrender charge reaches zero at the beginning of your fifteenth policy year or the year when the insured person reaches age 98, whichever happens first.

We may reduce or waive the surrender charge for certain group or sponsored arrangements, or for corporate purchasers.

Surrender charges are not affected by a change in the stated death benefit when the change is caused by a change in your death benefit option. We assess surrender charges on base coverage only.

A change to your death benefit option may increase the stated death benefit. We do not increase your surrender charge in this case. However, all other increases in your stated death benefit create a new segment which will be subject to its own nine-year surrender charge period.

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Administrative Surrender Charge

The administrative surrender charge is a dollar amount for each $1,000 of the stated death benefit, guaranteed not to exceed $6.50. We base this amount on the insured person's age on your policy date or on the date you add a new stated death benefit coverage segment to your policy.

Insured Person's Age	Administrative Surrender    Charge Per $1,000 of Stated Death Benefit
0 - 39	$2.50
40 - 49	$3.50
50 - 59	$4.50
60 - 69	$5.50
70 and above	$6.50

For example, if the stated death benefit is $100,000 and the insured person is age 40 on your policy date, your administrative surrender charge is $350.

During the first fourteen years of your policy your administrative surrender charge may decrease. This happens if you request a decrease in your stated death benefit or you take a partial withdrawal which causes your stated death benefit to decrease. Your administrative surrender charge decreases in the same proportion that your stated death benefit decreases. Under these circumstances we then deduct from your account value the amount by which your administrative surrender charge decreased.

We designed your administrative surrender charge to cover part of our administrative expenses for your policy, such as:

• application processing;
• establishing your policy records;
• insurance underwriting; and
• costs associated with developing and operating our systems to administer the policies.

Sales Surrender Charge

We calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the target premium for each segment (as defined by the federal income tax laws) has to the sum of the target premium for all segments.

The sales surrender charge is:

1. 25% of the total premium we receive up to your target premium for each segment without any substandard ratings (this is known as the base standard target premium); plus
2. 5% of the total premium we receive in the first seven policy years following the effective date of a segment in excess of the base standard target premium for that segment.

Your sales surrender charge is never greater than 50% of your base standard target premium. We do not determine target premium on your scheduled premium. We determine target premium actuarially, based on the age and gender of the insured person. Your policy schedule shows the initial target premium for your policy and the target premium for any added segments. The schedule also shows the maximum sales surrender charge for your stated death benefit.

If your stated death benefit decreases, we reduce your target premium for each segment in the same proportion that we reduce your stated death benefit. We do not do this if the reduction is a result of a death benefit option change. In that case, we will provide you a new schedule page.

If your new target premium for each segment is greater than or equal to the premium we receive for that segment, then we reduce your future maximum sales surrender charge and we do not deduct a sales surrender charge from your account value.

If your new target premium for each segment is less than the sum of the premium we receive for that segment, we reduce the future maximum sales surrender charge and we deduct a sales surrender charge from your account value equal to the difference between your sales surrender charge before the decrease and your sales surrender charge after the decrease. We recalculate your new sales surrender charge as if your new target premium was always in effect for that segment.

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We reduce your future maximum sales surrender charge in the same proportion that we reduce your stated death benefit if:

1. You make a decrease to your stated death benefit more than seven years after your policy date; or
2. You make a partial withdrawal from your policy which reduces the stated death benefit and you make your request more than seven years after the date you added the additional segment.

Example of Surrender Charge

An example of the calculation of surrender charges follows:

Assume the stated death benefit on your policy is $100,000 and the insured person is age 45 when we issue your policy. The target premium on your policy is $1,500 and we receive a $1,000 premium each policy year.

Policy Year	Administrative Surrender Charge	Sales Surrender Charge	Actual Surrender Charge
1	$350.00	$250.00	$600.00
2	350.00	400.00	750.00
3	350.00	450.00	800.00
4	350.00	500.00	850.00
5	350.00	550.00	900.00
6	350.00	600.00	950.00
7	350.00	650.00	1000.00
8	306.25	568.75	875.00
9	262.50	487.50	750.00
10	218.75	406.25	625.00
11	175.00	325.00	500.00
12	131.25	243.75	375.00
13	87.50	162.50	250.00
14	43.75	81.25	125.00
15	0.00	0.00	0.00

Other Charges

Under current law, we pay no tax on investment income and capital gains included in variable life insurance policy reserves. So no charge is currently made for our federal income taxes. If the tax law changes and we have federal income tax chargeable to the variable investment options, we may make such a charge in the future.

Group or Sponsored Arrangements, or Corporate Purchasers

Individuals, corporations or other institutions may purchase this policy. For group or sponsored arrangements (including employees and certain family members of employees of ING Security Life, its affiliates and appointed sales agents), corporate purchasers or special exchange programs which we may offer from time to time, we may reduce or waive the:

• surrender charge, including the surrender charge on partial withdrawals
• length of time a surrender charge applies
• administrative charge
• minimum death benefit
• minimum annual premium
• target premium
• sales charges
• cost of insurance charges
• other charges normally assessed.

We reduce or waive these items based on expected economies. Our sales, administration and mortality costs generally vary with the size and stability of the group, among other factors. We take all these factors

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into account when we reduce charges. A group or sponsored arrangement must meet certain requirements to qualify for reduced charges. We make reductions to charges based on our rules in effect when we approve a policy application. We may change these rules from time to time.

Group arrangements include those in which there is a trustee, an employer or an association. The group may purchase multiple policies covering a group of individuals on a group basis or endorse a policy to a group of individuals. Sponsored arrangements include those in which an employer or association allows us to offer policies to its employees or members on an individual basis.

Each sponsored arrangement or corporation may have different group premium payments and premium requirements.

We will not unfairly discriminate in any variation in the surrender charge, administrative charge, or other charges, fees and privileges. These variations are based on differences in costs or services.

TAX CONSIDERATIONS

The following summary provides a general description of the federal income tax considerations associated with the policy and does not purport to be complete or to cover all tax situations. This discussion is not intended as tax advice. Counsel or other competent tax advisers should be consulted for more complete information. This discussion is based upon our understanding of the present federal income tax laws. No representation is made as to the likelihood of continuation of the present federal income tax laws or as to how they may be interpreted by the Internal Revenue Service.

Tax Status of the Policy

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner which is consistent with that design. In order to qualify as a life insurance contract for federal income tax purposes and to receive the tax treatment normally accorded life insurance contracts under federal tax law, a policy must satisfy certain requirements which are set forth in the Internal Revenue Code Section 7702. While there is very little guidance as to how these requirements are applied, we believe it is reasonable to conclude that our policies satisfy the applicable requirements. If it is subsequently determined that a policy does not satisfy the applicable requirements, we will take appropriate and reasonable steps to bring the policy into compliance with such requirements and we reserve the right to restrict policy transactions or modify your policy in order to do so.

Section 7702 provides that if one of two alternate tests is met, a policy will be treated as a life insurance policy for federal income tax purposes. These tests are referred to as the "cash value accumulation test" and the "guideline premium/cash value corridor test."

Under the cash value accumulation test, there is no limit to the amount that may be paid in premiums as long as there is enough death benefit in relation to account value at all times. The death benefit at all times must be at least equal to an actuarially determined factor, depending on the insured person's age, sex and premium class at any point in time, multiplied by the account value. See Appendix A, page 181, for a table of the Cash Value Accumulation Test factors.

The guideline premium/cash value corridor test provides for a maximum premium in relation to the death benefit and a minimum "corridor" of death benefit in relation to account value. In most situations, the death benefit that results from the guideline premium/cash value corridor test will ultimately be less than the amount of death benefit required under the cash value accumulation test. See Appendix B, page 182, for a table of the Guideline Premium/Cash Value Corridor Test factors.

We will at all times strive to assure that the policy meets the statutory definition which qualifies the policy as life insurance for federal income tax purposes. See Tax Treatment of Policy Death Benefits, page 52.

Diversification and Investor Control Requirements

In addition to meeting the Code Section 7702 tests, Code Section 817(h) requires separate account investments, such as our separate account, to be adequately diversified. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification. To be adequately

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diversified, each variable investment option must meet certain tests. If your variable life policy is not adequately diversified under these regulations, it is not treated as life insurance under Code Section 7702. You would then be subject to federal income tax on your policy income as you earn it. Our variable investment options' investment portfolios have promised they will meet the diversification standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance contract, may be considered the owner for federal income tax purposes of the separate account assets used to support your contract. Any income and gains from the separate account assets are includable in the gross income from your policy under these circumstances. The IRS has stated in published rulings that a variable contract owner is considered the owner of separate account assets if the contract owner has "indicia of ownership" in those assets. "Indicia of ownership" includes the ability to exercise investment control over the assets.

Your ownership rights under your policy are similar to, but different in some ways from those described by the IRS in rulings in which it determined that policy owners are not owners of separate account assets. For example, you have additional flexibility in allocating your premium payments and in your policy values. These differences could result in the IRS treating you as the owner of a pro rata share of the separate account assets. We do not know what standards will be set forth in the future, if any, in Treasury regulations or rulings. We reserve the right to modify your policy, as necessary, to try to prevent you from being considered the owner of a pro rata share of the separate account assets, or to otherwise qualify your policy for favorable tax treatment.

The following discussion assumes that the policy will qualify as a life insurance contract for federal income tax purposes.

Tax Treatment of Policy Death Benefits

We believe that the death benefit under a policy is generally excludable from the gross income of the beneficiary(ies) under section 101(a)(1) of the Code. However, there are exceptions to this general rule. Additionally, federal and local transfer, estate inheritance and other tax consequences of ownership or receipt of policy proceeds depend on the circumstances of each policy owner or beneficiary(ies). A tax adviser should be consulted about these consequences.

Generally, the policy owner will not be taxed on any of the policy account value until there is a distribution. When distributions from a policy occur, or when loan amounts are taken from or secured by a policy, the tax consequences depend on whether or not the policy is a "modified endowment contract."

Special rules also apply if you are subject to the alternative minimum tax. You should consult a tax adviser if you are subject to the alternative minimum tax.

Modified Endowment Contracts

Under the Internal Revenue Code, certain life insurance contracts are classified as "modified endowment contracts" and are given less favorable tax treatment than other life insurance contracts. Due to the flexibility of the policies as to premiums and benefits, the individual circumstances of each policy will determine whether or not it is classified as a modified endowment contract. The rules are too complex to be summarized here, but generally depend on the amount of premiums we receive during the first seven policy years. Certain changes in a policy after it is issued could also cause it to be classified as a modified endowment contract. A current or prospective policy owner should consult with a competent adviser to determine whether or not a policy transaction will cause the policy to be classified as a modified endowment contract.

If a policy becomes a modified endowment contract, distributions that occur during the policy year will be taxed as distributions from a modified endowment contract. In addition, distributions from a policy within two years before it becomes a modified endowment contract will be taxed in this manner. This means that a distribution made from a policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract.

Multiple Policies

All modified endowment contracts that are issued by us (or our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the

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amount includable in the policy owner's income when a taxable distribution occurs.

Distributions Other than Death Benefits from Modified Endowment Contracts

Once a policy is classified as a modified endowment contract, the following tax rules apply both prospectively and to any distributions made in the prior two years:

1. All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contact will be treated first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
2. Loan amounts taken from or secured by a policy classified as a modified endowment contract are treated as distributions and taxed first as distributions of gain taxable as ordinary income and as tax-free recovery of the policy owner's investment in the policy only after all gain has been distributed.
3. A 10% additional income tax penalty may be imposed on the distribution amount subject to income tax. Consult a tax adviser to determine whether or not you may be subject to this penalty tax.

Distributions Other than Death Benefits from Policies That Are Not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of the policy owner's investment in the policy. Only after the recovery of all investment in the policy, is there taxable income. However, certain distributions which must be made in order to enable the policy to continue to qualify as a life insurance contract for federal income tax purposes, if policy benefits are reduced during the first fifteen policy years, may be treated in whole or in part as ordinary income subject to tax.

Loan amounts from or secured by a policy that is not a modified endowment contract are uncertain and a tax advisor should be consulted about such loans. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax.

Investment in the Policy

Your investment in the policy is generally the total of your aggregate premiums. When a distribution is taken from the policy, your investment in the policy is reduced by the amount of the distribution that is tax free.

Policy Loans

In general, interest on a policy loan will not be deductible. Moreover, the tax consequences associated with a preferred loan available in the policy are uncertain. Before taking out a policy loan, you should consult a tax adviser as to the tax consequences.

If a loan from a policy is outstanding when the policy is canceled or lapses, then the amount of the outstanding indebtedness will be added to the amount treated as a distribution from the policy and will be taxed accordingly.

Continuation of Policy Beyond Age 100

The tax consequences of continuing the policy beyond the policy anniversary nearest the insured person's 100^th birthday are unclear. You should consult a tax adviser if you intend to keep the policy in force beyond the policy anniversary nearest the insured person's 100^th birthday.

Section 1035 Exchanges

Code Section 1035 generally provides that no gain or loss shall be recognized on the exchange of one life insurance policy for another life insurance policy or for an endowment or annuity contract. We accept 1035 exchanges with outstanding loans. Special rules and procedures apply to Section 1035

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exchanges. If you wish to take advantage of Section 1035, you should consult your tax adviser.

Tax-exempt Policy Owners

Special rules may apply to a policy that is owned by a tax-exempt entity. Tax-exempt entities should consult their tax adviser regarding the consequences of purchasing and owning a policy. These consequences could include an effect on the tax-exempt status of the entity and the possibility of the unrelated business income tax.

Possible Tax Law Changes

Although the likelihood of legislative action is uncertain, there is always the possibility that the tax treatment of the policy could be changed by legislation or otherwise. You should consult a tax adviser with respect to legislative developments and their effect on the policy.

Changes to Comply with the Law

So that your policy continues to qualify as life insurance under the Code, we reserve the right to refuse to accept all or part of your premium payments or to change your death benefit. We may refuse to allow you to make partial withdrawals that would cause your policy to fail to qualify as life insurance. We also may make changes to your policy or its riders or take distributions from your policy to the degree that we deem necessary to qualify your policy as life insurance for tax purposes.

If we make any change of this type, it applies the same way to all affected policies.

Additionally, assuming that you do not want your policy to be or to become a modified endowment contract, we include a policy endorsement under which we have the right to amend your policy, including riders. We do this to attempt to enable your policy to continue to meet the seven-pay test for federal income tax purposes. If the policy premium you pay is more than the seven-pay limit, we have the right to remove any excess premium or to make any appropriate adjustments to your policy's account value and death benefit. It is not clear, however, whether we can take effective action pursuant to this endorsement under all possible circumstances to prevent a policy that has exceeded the premium limitation from being classified as a modified endowment contract.

Any increase in your death benefit will cause an increase in your cost of insurance charges.

Other

Policy owners may use our policies in various arrangements, including:

• qualified plans;
• non-qualified deferred compensation or salary continuance plans;
• split dollar insurance plans;
• executive bonus plans;
• retiree medical benefit plans; and
• other plans.

The tax consequences of these plans may vary depending on the particular facts and circumstances of each arrangement. If you want to use any of your policies in this type of arrangement, you should consult a qualified tax adviser regarding the tax issues of your particular arrangement.

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. Any business contemplating the purchase of a new policy or a change in an existing policy should consult a tax adviser.

The IRS requires us to withhold income taxes from any portion of the amounts individuals receive in a taxable transaction. We do not withhold income taxes if you elect in writing not to have withholding apply. If the amount withheld for you is insufficient to cover income taxes, you may have to pay income taxes and possibly penalties later.

The transfer of the policy or designation of a beneficiary may have federal, state and/or local transfer and inheritance tax consequences, including the imposition of gift, estate and generation-skipping transfer taxes. For example the transfer of the policy to, or the designation as a beneficiary of, or the payment of proceeds to a person who is assigned to a generation which is two or more generations below the generation assignment of the policy owner may have generation skipping transfer tax consequences under federal tax law. The individual situation of each policy owner or beneficiary will determine the extent, if any, to which federal, state and local transfer and inheritance taxes may be imposed and

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how ownership or receipt of policy proceeds will be treated for purposes of federal, state and local estate, inheritance, generation skipping and other taxes.

You should consult qualified legal or tax advisers for complete information on federal, state, local and other tax considerations.

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ADDITIONAL INFORMATION

Directors and Officers

Set forth below is information regarding the directors and principal officers of Security Life of Denver Insurance Company. Security Life's address, and the business address of each person named, except as noted with one or two asterisks (*/**), is Security Life Center, 1290 Broadway, Denver, Colorado 80203-5699. The business address of each person denoted with one asterisk (*) is 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390. The business address of each person denoted with two asterisks (**) is 20 Washington Avenue South, Minneapolis, MN 55401.

Name and Principal Business and Address	Position and Offices with Security Life of Denver Insurance Company
Robert C. Salipante**	Chief Executive Officer
Chris D. Schreier**	President
James L. Livingston, Jr.	Executive Vice President and Chief Actuary
Mark Barnum	Senior Vice President, Chief Underwriter
Douglas W. Campbell	Senior Vice President, Agency Sales
Wayne R. Huneke*	Chief Financial Officer
Gary W. Waggoner	Vice President and Assistant Secretary
Paula Cludray-Engelke**	Secretary

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Regulation

We are regulated and supervised by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado which periodically examines our financial condition and operations. In addition, we are subject to the insurance laws and regulations in every jurisdiction in which we do business. As a result, the provisions of this policy may vary somewhat from jurisdiction to jurisdiction.

We are required to submit annual statements, including financial statements, of our operations and finances to the insurance departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations.

We are also subject to various federal securities laws and regulations.

Legal Matters

The legal matters in connection with the policy described in this prospectus have been passed on by Counsel of ING Security Life. Sutherland Asbill & Brennan LLP has provided advice on certain matters relating to the federal securities laws.

Legal Proceedings

ING Security Life, as an insurance company, is ordinarily involved in litigation. We do not believe that any current litigation is material to ING Security Life's ability to meet its obligations under the policy or to the separate account and we do not expect to incur significant losses from such actions. ING America Equities, Inc., the principal underwriter and distributor of the policy, is not engaged in any litigation of any material nature.

Experts

The financial statements of Security Life of Denver Insurance Company at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, and the financial statements of the Security Life Separate Account L1 at December 31, 2000, and for each of the three years in the period ended December 31, 2000, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Actuarial matters in this prospectus have been examined by James L. Livingston, Jr., F.S.A., M.A.A.A., who is Executive Vice President, CFO and Chief Actuary of ING Security Life. His opinion on actuarial matters is filed as an exhibit to the Registration Statement we filed with the SEC.

Registration Statement

We have filed a Registration Statement relating to the separate account and the variable life insurance policy described in this prospectus with the SEC. The Registration Statement, which is required by the Securities Act of 1933, includes additional information that is not required in this prospectus under the rules and regulations of the SEC. The additional information may be obtained from the SEC's principal office in Washington, DC. There is a charge for this material.

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FINANCIAL STATEMENTS

The statutory-basis financial statements of Security Life of Denver Insurance Company ("Security Life") at December 31, 2000 and 1999, and for each of the three years in the period ended December 31, 2000, are prepared in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States, and start on page 59.

The financial statements included for the Security Life Separate Account L1 at December 31, 2000 and for each of the three years in the period ended December 31, 2000, are prepared in accordance with accounting principles generally accepted in the United States and represent those divisions that had commenced operations by that date.

The financial statements of Security Life, as well as the financial statements included for the Security Life Separate Account L1, referred to above have been audited by Ernst & Young LLP. The financial statements of Security Life should be distinguished from the financial statements of the Security Life Separate Account L1 and should be considered only as bearing upon the ability of Security Life to meet its obligations under the policies. They should not be considered as bearing upon the investment experience of the divisions of Security Life Separate Account L1.

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Security Life of Denver Insurance Company
Financial Statements -- Statutory Basis
Years ended December 31, 2000, 1999 and 1998
with Report of Independent Auditors

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Security Life of Denver Insurance Company

Financial Statements - Statutory Basis

Years ended December 31, 2000, 1999 and 1998

Contents

Report of Independent Auditors	61
Audited Financial Statements - Statutory Basis
Balance Sheets - Statutory Basis	62
Statements of Operations - Statutory Basis	64
Statements of Changes in Capital and Surplus - Statutory Basis	66
Statements of Cash Flow - Statutory Basis	67
Notes to Financial Statements - Statutory Basis	69

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Report of Independent Auditors

Board of Directors and Stockholder
Security Life of Denver Insurance Company

We have audited the accompanying statutory-basis balance sheets of Security Life of Denver Insurance Company (a wholly owned subsidiary of ING America Insurance Holdings, Inc.) as of December 31, 2000 and 1999, and the related statutory-basis statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 2000. 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 auditing standards generally accepted in the United States. 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.

As described in Note 1 to the financial statements, the Company presents its financial statements in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which practices differ from accounting principles generally accepted in the United States. The variances between such practices and accounting principles generally accepted in the United States are described in Note 1. The effects on the financial statements of these variances are not reasonably determinable but are presumed to be material.

In our opinion, because of the effects of the matter described in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States, the financial position of Security Life of Denver Insurance Company at December 31, 2000 and 1999 or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2000.

However, in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Security Life of Denver Insurance Company at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting practices prescribed or permitted by the Colorado Division of Insurance.

March 23, 2001

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Security Life of Denver Insurance Company

Balance Sheets--Statutory Basis

	December 31
	2000	1999
	(In Thousands)
Admitted assets
Cash and invested assets:
Bonds	$4,573,658	$3,418,381
Preferred stocks	13,524	2,560
Common stocks	15,483	4,977
Subsidiaries	85,324	77,127
Mortgage loans	1,672,169	983,087
Real estate, less accumulated depreciation (2000--$10,961; 1999--$10,069)	34,066	31,363
Policy loans	992,911	943,185
Other invested assets	42,926	35,666
Cash and short-term investments	203,664	226,054
Total cash and invested assets	7,633,725	5,722,400
Deferred and uncollected premiums, less loading (2000--$1,814; 1999--$2,684)	135,041	101,343
Accrued investment income	95,887	75,101
Reinsurance balances recoverable	54,559	43,179
Data processing equipment, less accumulated depreciation (2000--$1,340; 1999--$8,381)	216	202
Indebtedness from related parties	69,338	42,451
Federal income tax recoverable	32,108	25,626
Separate account assets	799,966	644,975
Other assets	14,902	15,930
Total admitted assets	$8,835,742	$6,671,207

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	December 31
	2000	1999
	(In Thousands, except share amounts)
Liabilities and capital and surplus
Liabilities:
Policy and contract liabilities:
Life and annuity reserves	$5,247,418	$4,924,746
Accident and health reserves	23	11
Guaranteed investment contracts	1,685,391	335,507
Policyholders' funds	71,669	91,920
Dividends left on deposit	8,748	8,647
Dividends payable	2,755	2,626
Unpaid claims	182,051	126,172
Total policy and contract liabilities	7,198,055	5,489,629
Accounts payable and accrued expenses	126,512	86,580
Reinsurance balances due	15,520	14,565
Indebtedness to related parties	8,016	18,329
Litigation reserve	20,449	37,538
Asset valuation reserve	52,125	29,875
Interest maintenance reserve	-	1,523
Borrowed money	127,993	15,200
Other liabilities	(4,226)	(25,008)
Separate account liabilities	799,966	644,975
Total liabilities	8,344,410	6,313,206
Commitments and contingencies
Capital and surplus:
Common stock, $20,000 par value:
Authorized - 149 shares
Issued and outstanding - 144 shares	2,880	2,880
Surplus notes	184,259	100,000
Paid-in and contributed surplus	435,562	374,562
Unassigned deficit	(131,369)	(119,441)
Total capital and surplus	491,332	358,001
Total liabilities and capital and surplus	$8,835,742	$6,671,207

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Statements of Operations--Statutory Basis

	Year ended December 31
	2000	1999	1998
	(In Thousands)
Premiums and other revenues:
Life, annuity, and accident and health premiums	$2,959,593	$1,459,361	$1,130,674
Policy proceeds and dividends left on deposit	388	651	515
Net investment income	474,021	387,685	349,605
Amortization of interest maintenance reserve	670	2,358	3,793
Commissions, expense allowances and reserve adjustments on reinsurance ceded	9,832	11,331	13,255
Considerations and reserve allowances on modified coinsurance	2,632	3,670	945
Total premiums and other revenues	3,447,136	1,865,056	1,498,787
Benefits paid or provided:
Death benefits	316,167	273,368	270,537
Annuity benefits	11,782	24,573	10,769
Surrender benefits	258,858	229,434	198,988
Interest on policy or contract funds	64,719	17,473	13,832
Accident and health benefits	93	2,235	3,699
Guaranteed investment contract withdrawals	1,072,574	12,186	-
Other benefits	17,198	13,612	17,750
Increase in life, annuity, and accident and health reserves	320,721	491,978	581,110
Increase in liability for guaranteed investment contracts	721,725	335,507	-
Net transfers to separate accounts	256,538	78,988	65,738
Total benefits paid or provided	3,040,375	1,479,354	1,162,423
Insurance expenses:
Commissions	242,998	222,005	199,786
General expenses	130,962	104,808	96,891
Insurance taxes, licenses and fees, excluding federal income taxes	23,103	23,861	23,121
Total insurance expenses	397,063	350,674	319,798
Gain from operations before policyholder dividends, federal income taxes and net realized capital gains	9,698	35,028	16,566

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Security Life of Denver Insurance Company

Statements of Operations--Statutory Basis (continued)

	Year ended December 31
	2000	1999	1998
	(In Thousands)
Dividends to policyholders	2,546	2,594	2,399
Gain from operations before federal income taxes and net realized capital losses	7,152	32,434	14,167
Federal income taxes	(1,339)	8,613	2,371
Gain from operations before net realized capital losses	8,491	23,821	11,796
Net realized capital gains (losses) net of income taxes (2000 - $(7,916); 1999 - $(15,108), 1998- $2,001) and excluding net transfers to the interest maintenance reserve (2000 - $(18,289); 1999 - $(19,866); 1998 - $8,549)	3,589	(8,194)	(4,834)
Net income	$12,080	$15,627	$6,962

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Statements of Changes in Capital and Surplus--Statutory Basis

	Year Ended December 31
	2000	1999	1998
	(In Thousands)
Common stock:
Balance at beginning and end of year	$ 2,880	$ 2,880	$ 2,880
Surplus note:
Balance at beginning of year	$ 100,000	$ 100,000	$ 75,000
Increase in surplus note	84,259	-	25,000
Balance at end of year	$ 184,259	$ 100,000	$ 100,000
Paid-in and contributed surplus:
Balance at beginning of year	$ 374,562	$ 344,562	$ 344,562
Capital contributions	61,000	30,000	-
Balance at end of year	$ 435,562	$ 374,562	$ 344,562
Unassigned deficit:
Balance at beginning of year	$(119,441)	$(134,540)	$ (86,233)
Net income	12,080	15,627	6,962
Change in net unrealized capital gains or losses	12,101	(61)	7,839
Increase in nonadmitted assets	(11,048)	(7,336)	(28,686)
(Increase) decrease in liability for reinsurance in unauthorized companies	(393)	(550)	545
(Increase) decrease in asset valuation reserve	(22,250)	1,726	(6,084)
Increase in reserve valuation basis	-	-	(2,994)
Increase in litigation reserve, net of tax	-	-	(26,000)
Cession of existing risks, net of tax	(2,418)	127	12,591
Prior period adjustments	-	-	(12,480)
Change in accounting policy, net of tax	-	5,566	-
Balance at end of year	$(131,369)	$(119,441)	$(134,540)
Total capital and surplus	$ 491,332	$ 358,001	$ 312,902

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Statements of Cash Flow--Statutory Basis

	Year Ended December 31
	2000	1999	1998
	(In Thousands)
Operations:
Premiums, policy proceeds, and other considerations received, net of reinsurance paid	$2,910,602	$1,453,924	$1,128,910
Net investment income received	470,812	379,574	361,645
Commission and expense allowances received on reinsurance ceded	9,831	9,246	10,709
Benefits paid	(1,691,985)	(558,572)	(494,981)
Net transfers to separate accounts	(225,694)	(101,948)	(96,273)
Insurance expenses paid	(361,130)	(337,254)	(325,688)
Dividends paid to policyholders	(2,417)	(2,562)	(2,317)
Federal income taxes received (paid)	11,961	(28,779)	(17,582)
Other revenues in excess of other (expenses)	611,646	(9,832)	11,734
Net cash provided by operations	1,733,626	803,797	576,157
Investments:
Proceeds from sales, maturities, or repayments of investments:
Bonds	2,254,036	2,051,280	4,353,422
Preferred stocks	67	1,900	627
Common stocks	-	-	1,362
Mortgage loans	79,874	45,272	48,709
Other invested assets	106,724	310,554	362,419
Miscellaneous proceeds	11,213	-	9,836
Net proceeds from sales, maturities, or repayments of investments	2,451,914	2,409,006	4,776,375
Cost of investments acquired:
Bonds	3,458,376	2,631,687	4,720,513
Preferred stocks	11,031	-	2,060
Common stocks	10,450	10	341
Mortgage loans	769,741	262,886	246,511
Real estate	3,653	189	98
Other invested assets	109,244	88,661	387,144
Miscellaneous (receipts) applications	23,155	(18,179)	8,516
Total cost of investments acquired	4,385,650	2,965,254	5,365,183
Net increase in policy loans	49,725	35,890	51,702
Net cash used in investment activities	(1,983,461)	(592,138)	(640,510)

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Security Life of Denver Insurance Company

Statements of Cash Flow--Statutory Basis (continued)

	Year Ended December 31
	2000	1999	1998
	(In Thousands)
Financing and miscellaneous activities
Cash provided:
Capital and surplus paid-in	126,000	20,000	25,000
Borrowed money	112,792	15,200	-
Other sources	(11,347)	(50,565)	1,390
Net cash provided by (used in) financing and miscellaneous activities	227,445	(15,365)	26,390
Net (decrease) increase in cash and short-term investments	(22,390)	196,294	(37,963)
Cash and short-term investments:
Beginning of year	226,054	29,760	67,723
End of year	$ 203,664	$ 226,054	$ 29,760

See accompanying notes - statutory basis.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

December 31, 2000

1. Nature of Operations and Basis of Financial Reporting

Security Life of Denver Insurance Company (the Company) is a wholly owned subsidiary of ING America Insurance Holdings, Inc. (ING America). The Company focuses on three markets, the advanced market, reinsurance to other insurers and the investment products market. The life insurance products offered for the advanced market include wealth transfer and estate planning, executive benefits, charitable giving and corporate-owned life insurance. These products include traditional life, interest-sensitive life, universal life, and variable life. Operations are conducted almost entirely on the general agency basis and the Company is presently licensed in all states (approved for reinsurance only in New York), the District of Columbia and the U.S. Virgin Islands. In the reinsurance market, the Company offers financial security to clients through a mix of total risk management and traditional life insurance services. In the investment products market, the Company offers guaranteed investment contracts, funding agreements, and Trust notes to institutional buyers.

The preparation of financial statements of insurance companies requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which practices differ from accounting principles generally accepted in the United States ("GAAP"). The most significant variances from GAAP are as follows:

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Investments

Investments in bonds and mandatorily redeemable preferred stocks are reported at amortized cost or market value based on the National Association of Insurance Commissioners ("NAIC") rating; for GAAP, such fixed maturity investments are designated at purchase as held-to-maturity, trading or available-for-sale. Held-to-maturity investments are reported at amortized cost, and the remaining fixed maturity investments are reported at fair value with unrealized capital gains and losses reported in operations for those designated as trading and as a separate component of other comprehensive income in stockholder's equity for those designated as available-for-sale.

Investments in real estate are reported net of related obligations rather than on a gross basis. Real estate owned and occupied by the Company is included in investments rather than reported as an operating asset, and investment income and operating expenses include rent for the Company's occupancy of those properties. Changes between depreciated cost and admitted asset investment amounts are credited or charged directly to unassigned surplus rather than income.

Valuation Allowances

The asset valuation reserve (AVR) is determined by an NAIC-prescribed formula and is reported as a liability rather than as a valuation allowance or an appropriation of surplus. The change in AVR is reported directly to unassigned surplus.

Under a formula prescribed by the NAIC, the Company defers the portion of realized gains and losses on sales of fixed-income investments, principally bonds and mortgage loans, attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity based on groupings of individual securities sold in five-year bands. The net deferral is reported as the interest maintenance reserve (IMR) in the accompanying balance sheets.

Realized gains and losses on investments are reported in operations net of federal income tax and transfers to the IMR. Under GAAP, realized capital gains and losses are reported in the statements of operations on a pretax basis in the period that the asset giving rise to the gain or loss is sold and valuation allowances are provided when there has been a decline in value deemed other than temporary, in which case the provision for such declines is charged to income.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Policy Acquisition Costs

The costs of acquiring and renewing business are expensed when incurred. Under GAAP, acquisition costs related to traditional life insurance, to the extent recoverable from future policy revenues, are deferred and amortized over the premium-paying period of the related policies using assumptions consistent with those used in computing policy benefit reserves. For universal life insurance and investment products, acquisition costs are amortized generally in proportion to the present value of expected gross margins from surrender charges and investment, mortality, and expense margins.

Benefit and Contract Reserves

Life policy and contract reserves under statutory accounting practices are calculated based upon both the net level premium and Commissioners' Reserve Valuation methods using statutory rates for mortality and interest. GAAP requires that policy reserves for traditional products be based upon the net level premium method utilizing reasonably conservative estimates of mortality, interest, and withdrawals prevailing when the policies were sold. For interest-sensitive products, the GAAP policy reserve is equal to the policy fund balance plus an unearned revenue reserve which reflects the unamortized balance of early year policy loads over renewal year policy loads.

Reinsurance

For business ceded to unauthorized reinsurers, statutory accounting practices require that reinsurance credits permitted by the treaty be recorded as an offsetting liability and charged against unassigned surplus. Such treatment is not required by GAAP. Statutory income recognized on certain reinsurance treaties representing financing arrangements is not recognized on a GAAP basis.

Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves rather than as assets as required under GAAP.

Commissions allowed by reinsurers on business ceded are reported as income when received rather than being deferred and amortized with deferred policy acquisition costs as required under GAAP.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Subsidiaries

The accounts and operations of the Company's subsidiaries are not consolidated with the accounts and operations of the Company as required under GAAP.

Nonadmitted Assets

Certain assets designated as "nonadmitted," principally the difference between amortized cost and fair value of less-than-investment-grade bonds, agents' debit balances, furniture and equipment and deferred federal income tax recoverable, are excluded from the accompanying balance sheets and are charged directly to unassigned surplus.

Employee Benefits

For purposes of calculating the Company's postretirement benefit obligation, only vested participants and current retirees are included in the valuation. Under GAAP, active participants not currently vested are also included.

Investment-type Products

Revenues for investment-type products consist of the entire premium received and benefits represent the death benefits paid and the change in policy reserves. Under GAAP, premiums received in excess of policy charges are not recognized as premium revenue; benefits represent the excess of benefits paid over the policy account value and interest credited to the account values.

Policyholder Dividends

Policyholder dividends are recognized when declared rather than over the term of the related policies.

Surplus Notes

Surplus notes are reported as a component of surplus. Under statutory accounting practices, no interest is recorded on the surplus notes until payment has been approved by the Colorado Division of Insurance. Under GAAP, surplus notes are reported as liabilities and the related interest is reported as a charge to earnings over the term of the note.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Statements of Cash Flows

Cash and short-term investments in the statements of cash flows represent cash balances and investments with initial maturities of one year or less. Under GAAP, the corresponding caption of cash and cash equivalents include cash balances and investments with initial maturities of three months or less.

Reconciliation to GAAP

The effects of the preceding variances from GAAP on the accompanying Statutory-basis financial statements have not been determined, but are presumed to be material.

Other significant accounting practices are as follows:

Investments

Bonds, preferred stocks, common stocks, short-term investments and derivative instruments are stated at values prescribed by the NAIC, as follows:

Bonds not backed by other loans are principally stated at amortized cost using the interest method.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Single class and multi-class mortgage-backed/asset-backed securities are valued at amortized cost using the interest method including anticipated prepayments. Prepayment assumptions are obtained from dealer surveys or internal estimates and are based on the current interest rate and economic environment. The retrospective adjustment method is used to value all such securities except for higher-risk asset backed securities, which are valued using the prospective method.

Redeemable preferred stocks are reported at cost or amortized cost or the lower of cost, amortized cost, or market value and nonredeemable preferred stocks are reported at market value or the lower of cost or market value as determined by the Securities Valuation Office of the NAIC ("SVO").

Common stocks are reported at market value as determined by the SVO and the related unrealized capital gains/(losses) are reported in unassigned surplus without any adjustment for federal income taxes.

The Company uses interest rate swaps, caps and floors, options and certain other derivatives as part of its overall interest rate risk management strategy for certain life insurance and annuity products. As the Company only uses derivatives for hedging purposes, the Company values all derivative instruments on a consistent basis with the hedged item. Upon termination, gains and losses on those instruments are included in the carrying values of the underlying hedged items and are amortized over the remaining lives of the hedged items as adjustments to investment income or benefits from the hedged items. Any unamortized gains or losses are recognized when the underlying hedged items are sold.

Interest rate swap contracts are used to convert the interest rate characteristics (fixed or variable) of certain investments to match those of the related insurance liabilities that the investments are supporting. The net interest effect of such swap transactions is reported as an adjustment of interest income from the hedged items as incurred.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Interest rate caps and floors are used to limit the effects of changing interest rates on yields of variable rate or short-term assets or liabilities. The initial cost of any such agreement is amortized to net investment income over the life of the agreement. Periodic payments that are receivable as a result of the agreements are accrued as an adjustment of interest income or benefits from the hedged items.

The Company's insurance subsidiaries are reported at their underlying statutory-basis net assets plus the admitted portion of goodwill, and the Company's noninsurance subsidiary is reported at the GAAP-basis of its net assets. The admitted portion of goodwill, which represents the excess of the purchase price over the statutory-basis net assets of the subsidiary at acquisition, is amortized on a straight-line basis over ten years. Dividends from subsidiaries are included in net investment income. The remaining net change in the subsidiaries' equity is included in the change in net unrealized capital gains or losses.

Mortgage loans are reported at unpaid principal balances, less allowance for impairments.

Policy loans are reported at unpaid principal balances.

Land is reported at cost. Real estate occupied by the company is reported at depreciated cost; other real estate is reported at the lower of depreciated cost or fair value. Depreciation is calculated on a straight-line basis over the estimated useful lives of the properties.

Dollar roll transactions are accounted for as collateral borrowings, where the amount borrowed is equal to the sales price of the underlying securities.

Short-term investments are reported at cost. Short-term investments include investments with maturities of less than one year at the date of acquisition.

Other invested assets are reported at amortized cost using the effective interest method. Other invested assets primarily consist of residual collateralized mortgage obligations and partnership interests.

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Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Realized capital gains and losses are determined using the specific identification basis. Changes in market values of common stocks are reported as a change in unrealized gains or losses directly in unassigned surplus and, accordingly, have no effect on net income.

Aggregate Reserve for Life Policies and Contracts

Life, annuity, and accident and health reserves are developed by actuarial methods and are determined based on published tables using statutorily specified interest rates and valuation methods that will provide, in the aggregate, reserves that are greater than or equal to the minimum or guaranteed policy cash value or the amounts required by law. Interest rates range from 2% to 11.25%.

The Company waives the deduction of deferred fractional premiums upon the death of the insured. It is the Company's practice to return a pro rata portion of any premium paid beyond the policy month of death, although it is not contractually required to do so for certain issues.

The methods used in valuation of substandard policies are as follows:

1.     For Life, Endowment and Term policies issued substandard, the standard reserve during the premium-paying period is increased by 50% of the gross annual extra premium. Standard reserves are held on Paid-Up Limited Pay contracts.

2.     For reinsurance accepted:

     a.     with table rating, the reserve established is a multiple of the standard reserve corresponding to the table rating;

     b.     with flat extra premiums, the standard reserve is increased by 50% of the flat extra.

The amount of insurance in force for which the gross premiums are less than the net premiums, according to the standard of valuation required by the State of Colorado, is $61,062,274,000 at December 31, 2000. The amount of reserves for policies on which gross premiums are less than the net premiums is $783,259,000 at December 31, 2000.

FirstLine II                       76

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

The tabular interest has been determined from the basic data for the calculation of policy reserves for all direct ordinary life insurance and for the portion of group life insurance classified as group Section 79. The method of determination of tabular interest of funds not involving life contingencies is as follows: current year reserves, plus payments, less prior year reserves, less funds added.

Reinsurance

Reinsurance premiums, commissions, expense reimbursements, and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Reserves are based on the terms of the reinsurance contracts, and are consistent with the risks assumed. Premiums and benefits ceded to other companies have been reported as a reduction of premium revenue and benefits expense. Amounts applicable to reinsurance ceded for reserves and unpaid claim liabilities have been reported as reductions of these items, and expense allowances received in connection with reinsurance ceded have been reflected in operations.

Real Estate and Electronic Data Processing Equipment

Real estate and electronic data processing equipment are carried at cost less accumulated depreciation. Depreciation for major classes of assets is calculated on a straight-line basis over the estimated useful life.

Participating Insurance

Participating business approximates less than 1% of the Company's ordinary life insurance in force and 1.5% of premium income. The amount of dividends to be paid is determined annually by the Board of Directors. Amounts allocable to participating policyholders are based on published dividend projections or expected dividend scales. Dividends of $2,417,000, $2,562,000 and $2,317,000 were paid in 2000, 1999 and 1998, respectively.

FirstLine II                       77

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Federal Income Taxes

Deferred federal income taxes have been recognized to reflect prepayment of taxes relating to significant timing differences between income reported for tax and financial statement purposes using assumptions that are both reasonable and conservative. The deferred tax asset has been nonadmitted as a charge against surplus.

Pension Plans

The Company provides noncontributory retirement plans for substantially all employees and certain agents. Pension costs are charged to operations as contributions are made to the plan. The Company also provides a contributory retirement plan for substantially all employees.

Nonadmitted Assets

Nonadmitted assets are summarized as follows:

	December
	2000	1999
	(In thousands)
Deferred federal income tax recoverable	$159,281	$169,893
Agents' debit balances	2,354	2,652
Furniture and equipment	4,308	4,168
Bonds in default	549	4,303
Disallowed Interest Maintenance Reserves	17,436	-
Other	4,910	714
Total nonadmitted assets	$188,838	$181,730

Changes in nonadmitted assets are generally reported directly in surplus as an increase or decrease in nonadmitted assets. Certain changes are reported directly in surplus as a change in unrealized capital gains or losses.

FirstLine II                       78

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

1. Nature of Operations and Basis of Financial Reporting (continued)

Claims and Claims Adjustment Expenses

Claim expenses represent the estimated ultimate net cost of all reported and unreported claims incurred through December 31. The Company does not discount claim and claim adjustment expense reserves. Such estimates are based on actuarial projections applied to historical claim payment data. Such liabilities are considered to be reasonable and adequate to discharge the Company's obligations for claims incurred but unpaid as of December 31.

Cash Flow Information

Cash and short-term investments include cash on hand, demand deposits and short-term fixed maturity instruments (with a maturity of less than one year at date of acquisition).

The Company borrowed $1,387,826,000 and repaid $1,382,300,000 during 2000, borrowed $2,055,061,000 and repaid $2,039,861,000 during 1999, and borrowed $837,411,000 and repaid $837,411,000 during 1998. These borrowings were on a short-term basis, at an interest rate that approximated current money market rates and exclude borrowings from dollar roll transactions. Interest paid on borrowed money was $1,586,000, $2,180,000 and $4,500,000 during 2000, 1999 and 1998, respectively.

Separate Accounts

Separate accounts held by the Company represent funds held for the benefit of the Company's variable life and annuity policy and contract holders who bear all of the investment risk associated with the policies. All net investment experience, positive or negative, is attributed to the policy and contract holders' account values. The assets and liabilities of these accounts are carried at fair value.

Reserves related to the Company's mortality risk associated with these policies are included in life and annuity reserves. The operations of the separate accounts are not included in the accompanying statements of operations.

FirstLine II                       79

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

2. Permitted Statutory-Basis Accounting Practices (continued)

The Company prepares statutory-basis financial statements in accordance with accounting practices prescribed or permitted by the Colorado Division of Insurance. Currently, prescribed statutory accounting practices are interspersed throughout state insurance laws and regulations, NAIC's Accounting Practices and Procedures Manual and a variety of publications of the NAIC. "Permitted" statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, and from company to company within a state, and may change in the future.

The NAIC has revised the Accounting Practices and Procedures Manual in a process referred to as Codification. The revised manual will be effective January 1, 2001. The State of Colorado has adopted the provisions of the revised manual. The revised manual has changed, to some extent, prescribed statutory accounting practices and will result in changes to the accounting practices that the Company uses to prepare its statutory-basis financial statements. The cumulative effect of changes in accounting principles adopted to conform to the revised Accounting Practices and Procedures Manual, will be reported as an adjustment to surplus as of January 1, 2001. Management believes the effect of these changes will not result in a significant reduction in the Company's statutory-basis capital and surplus as of adoption.

The Company is required to identify those significant accounting practices that are permitted, and obtain written approval of the significant practices from the Colorado Division of Insurance.

Prescribed statutory reserve methodology does not fully encompass universal life-type products. The NAIC, however, has promulgated a Model Regulation regarding universal life reserves. The Colorado Division of Insurance has not adopted the regulation, but requires that reserves be held which are at least as great as those required by Colorado statutes. The NAIC Universal Life Model Regulation is used by the Company to provide reserves consistent with the principles of this article. Because the reserves satisfy the requirements prescribed by the State of Colorado for the valuation of universal life insurance, the Company is permitted to compute reserves in accordance with this model regulation.

FirstLine II                       80

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments

The amortized cost and fair value of bonds and equity securities are as follows:

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
At December 31, 2000:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$ 90,840	$ 3,049	$ 317	$ 93,572
States, municipalities, and political subdivisions	125	2	-	127
Public utilities securities	285,546	3,616	10,684	278,478
Corporate securities	2,269,006	45,861	67,427	2,247,440
Mortgage-backed securities	1,166,237	43,237	23,305	1,186,169
Other asset-backed securities	762,453	18,052	18,770	761,735
Total fixed maturities	4,574,207	113,817	120,503	4,567,521
Preferred stocks	13,524	3	-	13,527
Common stocks	12,853	2,630	-	15,483
Total equity securities	26,377	2,633	-	29,010
Total	$4,600,584	$116,450	$120,503	$4,596,531

FirstLine II                       81

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
At December 31, 1999:
U.S. Treasury securities and obligations of U.S. government corporations and Agencies	$ 54,461	$ 42	$ 5,112	$ 49,391
States, municipalities, and political Subdivisions	751	-	9	742
Public utilities securities	255,807	272	18,221	237,858
Debt securities issued by foreign Governments	452	-	-	452
Corporate securities	1,338,680	3,801	71,739	1,270,742
Mortgage-backed securities	1,055,856	23,727	56,039	1,023,544
Other asset-backed securities	716,677	7,580	32,221	692,036
Total fixed maturities	3,422,684	35,422	183,341	3,274,765
Preferred stocks	2,560	329	-	2,889
Common stocks	2,404	2,573	-	4,977
Total equity securities	4,964	2,902	-	7,866
Total	$3,427,648	$38,324	$183,341	$3,282,631

FirstLine II                       82

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

	Amortized Cost	Fair Value
December 31, 2000	(In Thousands)
Maturity:
Due in 1 year or less	$               -	$               -
Due after 1 year through 5 years	676,919	682,616
Due after 5 years through 10 years	881,403	862,763
Due after 10 years	1,087,195	1,074,238
Mortgage-backed securities	1,166,237	1,186,169
Other asset-backed securities	762,453	761,735
Total	$4,574,207	$4,567,521

At December 31, 2000, investments in certificates of deposit, bonds, and mortgage loans, with an admitted asset value of $20,777,000, were on deposit with state insurance departments to satisfy regulatory requirements.

Reconciliation of bonds from amortized cost to carrying value as of December 31:

	2000	1999
	(In Thousands)
Amortized cost	$4,574,207	$3,422,684
Less nonadmitted bonds	549	4,303
Carrying value	$4,573,658	$3,418,381

The amortized cost and fair value of investments in bonds at December 31, 2000, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

FirstLine II                       83

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

Proceeds from sales of investments in bonds and other fixed maturity interest securities were $2,254,036,000, $3,273,528,000 and $4,527,803,000 in 2000, 1999 and 1998, respectively. Gross gains of $31,736,000, $18,928,000 and $38,615,000 and gross losses of $54,352,000, $55,203,000 and $33,297,000 during 2000, 1999 and 1998, respectively, were realized on those sales. A portion of the gains realized in 2000, 1999 and 1998 has been deferred to future periods in the interest maintenance reserve.

Net realized gains (losses), before capital gains tax and interest maintenance reserve transfers and changes in net unrealized gains (losses), are summarized as follows:

	Capital Gains (Losses)			Net Capital Gain (Loss)
	Bonds	Stocks	Other
	(In Thousands)
2000:
Net realized	$(35,399)	$ -	$12,783	$(22,616)
Net unrealized	3,754	8,244	103	12,101
Total	$(31,645)	$8,244	$12,886	$(10,515)
1999:
Net realized	$(44,838)	$ 124	$1,546	$(43,168)
Net unrealized	(4,303)	4,078	174	(51)
Total	$(49,141)	$4,202	$1,720	$(43,219)
1998:
Net realized	$ 5,318	$ 165	$ 233	$ 5,716
Net unrealized	-	7,040	799	7,839
Total	$ 5,318	$7,205	$1,032	$ 13,555

FirstLine II                       84

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

Major categories of net investment income are summarized as follows:

	Year ended December 31
	2000	1999	1998
	(In Thousands)
Income:
Bonds	$316,733	$233,247	$216,972
Mortgage loans	101,617	66,456	51,173
Policy loans	67,909	59,085	56,767
Company-occupied property	2,154	2,313	2,252
Other	4,733	41,800	44,469
Total investment income	493,146	402,901	371,633
Investment expenses	(19,126)	(15,216)	(22,028)
Net investment income	$474,021	$387,685	$349,605

As part of its overall investment strategy, the Company has entered into agreements to purchase securities as follows:

	December 31
	2000	1999	1998
	(In Thousands)
Investment purchase commitments	$98,228	$140,600	$75,575

The Company also entered into dollar roll transactions to increase its return on investments and improve liquidity. Dollar rolls involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. The dollar rolls are accounted for as short term collateralized financings and the repurchase obligation is reported in borrowed money. The repurchase obligation totaled $121,936,000 at December 31, 2000. Such borrowings averaged approximately $122,215,000 during the last three months of 2000 and were collateralized by investment securities with fair values approximately equal to the loan value. The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract. The Company's exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments (such excess was not material at December 31, 2000). The Company believes the counterparties to the dollar roll agreements are financially responsible and that the counterpary risk is minimal.

FirstLine II                       85

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Investments (continued)

The Company has an outstanding liability for borrowed money in the amount of $5,926,875 which is due to an affiliate. The principal amount is due January 5, 2001. Interest at 6.75% is required to be paid at maturity.

The maximum and minimum lending rates for long-term mortgage loans during 2000 were 9.10% and 6.85%. Fire insurance is required on all properties covered by mortgage loans and must at least equal the excess of the loan over the maximum loan which would be permitted by law on the land without the buildings.

The maximum percentage of any loan to the value of collateral at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 75.7% on commercial properties. As of December 31, 2000, the Company held no mortgages with interest more than one year overdue. Total interest due equals $101,607.

4. Derivative Financial Instruments Held for Purposes Other than Trading

The Company enters into interest rate and currency contracts, including swaps, caps, floors, and options, to reduce and manage risks which include the risk of a change in the value, yield, price, cash flows, exchange rates or quantity of, or a degree of exposure with respect to, assets, liabilities, or future cash flows which the Company has acquired or incurred. Hedge accounting practices are supported by cash flow matching, scenario testing and duration matching.

Interest rate swap agreements generally involve the exchange of fixed and floating interest payments over the life of the agreement without an exchange of the underlying principal amount. Currency swap agreements generally involve the exchange of local and foreign currency payments over the life of the agreements without an exchange of the underlying principal amount. Interest rate cap and interest rate floor agreements owned entitle the Company to receive payments to the extent reference interest rates exceed or fall below strike levels in the contracts based on the notional amounts.

Premiums paid for the purchase of interest rate contracts are included in other invested assets and are being amortized to interest expense over the remaining terms of the contracts or in a manner consistent with the financial instruments being hedged. Amounts paid or received, if any, from such contracts are included in interest expense or income. Accrued amounts payable to or receivable from counterparties are included in other liabilities or other invested assets.

FirstLine II                       86

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Derivative Financial Instruments Held for Purposes Other than Trading (continued)

Gains or losses as a result of early terminations of interest rate contracts are amortized to investment income over the remaining term of the items being hedged to the extent the hedge is considered to be effective; otherwise, they are recognized upon termination.

Interest rate contracts that are matched or otherwise designated to be associated with other financial instruments are recorded at fair value if the related financial instruments mature, are sold, or are otherwise terminated or if the interest rate contracts cease to be effective hedges. Changes in the fair value of the derivative are recorded as investment income. The Company manages the potential credit exposure from interest rate contracts through careful evaluation of the counterparties' credit standing, collateral agreements, and master netting agreements.

The Company is exposed to credit loss in the event of nonperformance by counterparties on interest rate contracts; however, the Company does not anticipate nonperformance by any of these counterparties. The amount of such exposure is generally the unrealized gains in such contracts.

FirstLine II                       87

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Derivative Financial Instruments Held for Purposes Other than Trading (continued)

The table below summarizes the Company's interest rate contracts included in other invested assets at December 31, 2000 and 1999 (in thousands):

	December 31, 2000
	Notional Amount	Carrying Value	Fair Value
Interest rate contracts:
Swaps	$2,478,442	$95	$(49,375)
Swaps--affiliates	1,645,143	(95)	60,703
Total swaps	4,123,585	-	11,328
Caps owned	53,543	1,224	492
Caps owned--affiliates	20,525	26	-
Total caps owned	74,068	1,250	492
Floors owned	259,637	905	1,975
Total floors owned	259,637	905	1,975
Options owned	97,000	627	342
Total options owned	97,000	627	342
Total derivatives	$4,554,290	$2,782	$ 14,137

FirstLine II                       88

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Derivative Financial Instruments Held for Purposes Other than Trading (continued)

	December 31, 1999
	Notional Amount	Carrying Value	Fair Value
Interest rate contracts:
Swaps	$1,340,582	$(125)	$ 19,014
Swaps--affiliates	1,034,535	125	(18,869)
Total swaps	2,375,117	-	145
Caps owned	20,525	(39)	(17)
Caps owned--affiliates	50,525	80	17
Total caps owned	71,050	41	-
Floors owned	90,500	252	172
Total floors owned	90,500	252	172
Options owned	302,000	4,000	7,118
Options owned--affiliates	277,000	(3,210)	(6,198)
Total options owned	579,000	790	920
Forwards owned	152,300	-	37
Forwards owned--affiliates	144,300	-	(32)
Total forwards owned	296,600	-	5
Total derivatives	$3,412,267	$1,083	$ 1,242

FirstLine II                       89

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

5. Concentrations of Credit Risk

The Company held less-than-investment-grade corporate bonds with an aggregate book value of $419,904,000 and $317,271,000 with an aggregate market value of $395,837,000 and $305,533,000 at December 31, 2000 and 1999, respectively. Those holdings amounted to 9.2% of the Company's investments in bonds and 4.8% of total admitted assets at December 31, 2000. The holdings of less-than-investment-grade bonds are widely diversified and of satisfactory quality based on the Company's investment policies and credit standards.

The Company held unrated bonds of $723,168,000 and $335,079,000 with an aggregate NAIC market value of $724,545,000 and $332,404,000 at December 31, 2000 and 1999, respectively. The carrying value of these holdings amounted to 16% of the Company's investment in bonds and 8% of the Company's total admitted assets at December 31, 2000.

At December 31, 2000, the Company's commercial mortgages involved a concentration of properties located in California (14%) and Florida (10%). The remaining commercial mortgages relate to properties located in 37 other states. The portfolio is well diversified, covering many different types of income-producing properties on which the Company has first mortgage liens. The maximum mortgage outstanding on any individual property is $45,000,000.

FirstLine II                       90

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

6. Annuity Reserves

At December 31, 2000 and 1999, the Company's annuity reserves, including those held in separate accounts and deposit fund liabilities that are subject to discretionary withdrawal (with adjustment), subject to discretionary withdrawal (without adjustment), and not subject to discretionary withdrawal provisions are summarized as follows:

	December 31, 2000
	Amount	Percent
	(In Thousands)
Subject to discretionary withdrawal (with adjustment):
With market value adjustment	$2,619,437	60.8%
At book value less surrender charge	134,697	3.1
Subtotal	2,754,134	63.9
Subject to discretionary withdrawal (without adjustment) at book value with minimal or no charge or adjustment	248,208	5.8
Not subject to discretionary withdrawal	1,305,567	30.3
Total annuity reserves and deposit fund liabilities-- Before reinsurance	4,307,909	100.0%
Less reinsurance	2,269,160
Net annuity reserves and deposit fund liabilities	$2,038,749
	December 31, 1999
	Amount	Percent
	(In Thousands)
Subject to discretionary withdrawal (with adjustment):
With market value adjustment	$2,918,405	69.3%
At book value less surrender charge	119,807	2.9
Subtotal	3,038,212	72.2
Subject to discretionary withdrawal (without adjustment) at book value with minimal or no charge or adjustment	367,014	8.7
Not subject to discretionary withdrawal	803,795	19.1
Total annuity reserves and deposit fund liabilities-- before reinsurance	4,209,021	100.0
Less reinsurance	3,555,109
Net annuity reserves and deposit fund liabilities	$ 653,912

FirstLine II                       91

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Employee Benefit Plans

Pension Plan and Postretirement Benefits

The Company has a qualified noncontributory defined benefit retirement plan covering substantially all employees. In addition, the Company maintains a nonqualified unfunded Supplemental Employees Retirement Plan (SERP).

In addition to providing pension plans, the Company provides certain health care and life insurance benefits for retired employees. Net postretirement benefit cost for the year ended December 31, 2000, 1999 and 1998 was $1,016,000, $1,118,000 and $930,000 respectively, and includes the expected cost of such benefits for newly eligible or vested employees, interest cost, gains and losses arising from differences between actuarial assumptions and actual experiences, and amortization of the transition obligation. At December 31, 2000 and 1999, the unfunded postretirement benefit obligation for retirees and other fully eligible or vested plan participants was $6,245,000 and $5,549,000, respectively. The estimated cost of the benefit obligation for active nonvested employees was $1,906,000.

The funded status for the defined benefit plans and other postretirement benefit plan is as follows (in thousands):

	Qualified Plan	SERP	Post-retirement
December 31, 2000
Projected benefit obligation	$(39,931)	$(13,135)	$(6,370)
Less plan assets at fair value	47,098	-	-
Plan assets in excess of (less than) projected benefit obligation	$ 7,167	$(13,135)	$(6,370)
	Qualified Plan	SERP	Post-Retirement
December 31, 1999
Projected benefit obligation	$(36,352)	$(11,803)	$(6,256)
Less plan assets at fair value	50,495	-	-
Plan assets in excess of (less than) projected benefit obligation	$ 14,143	$(11,803)	$(6,256)

FirstLine II                       92

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Employee Benefit Plans (continued)

Pension Plan and Postretirement Benefits (continued)

The net periodic pension cost, employer contribution, plan participant contributions, and benefits paid for the defined benefit plans are as follows (in thousands):

	Qualified Plan	SERP	Post-retirement
December 31, 2000
Net periodic pension (benefit) expense	$ (337)	$2,426	$1,016
Employer contributions	-	375	320
Plan participants' contributions	-	-	120
Benefits paid	1,916	375	440
	Qualified Plan	SERP	Post-Retirement
December 31, 1999
Net periodic pension expense	$ 40	$1,971	$1,236
Employer contributions	-	387	467
Plan participants' contributions	-	-	94
Benefits paid	1,238	387	561
	Qualified Plan	SERP	Post-retirement
December 31, 1998
Net periodic pension expense	$82	$1,109	$893
Employer contributions	-	325	218
Plan participants' contributions	-	-	77
Benefits paid	890	325	296

Assumptions used in determining the accounting for the defined benefit plans as of December 31, 2000 and 1999 were as follows:

	2000	1999
Weighted-average discount rate	7.75%	8.00%
Rate of increase in compensation level	5.00%	5.00%
Expected long-term rate of return on assets	9.25%	9.25%

FirstLine II                       93

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Employee Benefit Plans (continued)

Plan assets of the defined benefit plans at December 31, 2000 are invested primarily in U.S. government securities, corporate bonds, mutual funds, mortgage loans, money market funds, and common stock. Certain of the Qualified Plan's investments are held in the ING-NA Master Trust, which was established in 1998 for the investment of assets of the Plan and several other ING-NA sponsored retirement plans.

The annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) for the medical plan is 8.5% graded to 5.5% over 6 years. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation for the medical plan as of December 31, 2000 by $501,000. Decreasing the assumed health care cost trend rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation for the medical plan as of December 31, 2000 by $(436,000).

The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.75% at December 31, 2000 and 8.00 % at December 31, 1999.

401(k) Plan

Effective January 1, 2000, the Security Life of Denver Insurance Company Savings Incentive Plan was merged into the ING Savings Plan (Savings Plan), a defined contribution plan sponsored by ING America. The Savings Plan is a defined contribution plan, which is available to substantially all home office employees. Participants may make contributions to the plan through salary reductions up to a maximum of $10,500 for 2000, 1999 and 1998. Such contributions are not currently taxable to the participants. The Company matches 100% of the first 3% of participant contributions, plus 50% of contributions which exceed 3% of participants' compensation, subject to a maximum matching percentage of 4-1/2% of the individual's salary. Company matching contributions were $1,552,000, $1,423,000 and $1,343,000 for 2000, 1999 and 1998, respectively.

Plan assets of the Savings Plan at December 31, 2000 are invested in a group deposit administration contract (the Contract) with the Company, various mutual funds maintained by the Principal Financial Group, and loans to participants. The Contract is an employee benefit liability of the Company and had a balance of $28.0 million and $28.7 million at December 31, 2000 and 1999, respectively.

FirstLine II                       94

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Separate Accounts

Separate account assets and liabilities represent funds segregated by the Company for the benefit of certain policy and contract holders who bear the investment risk. Revenues and expenses on the separate account assets and related liabilities equal the benefits paid to the separate account policy and contract holders.

Premiums, deposits, and other considerations received for the years ended December 31, 2000, 1999 and 1998 were $256,712,000, $153,671,000 and $129,527,000, respectively.

A reconciliation of the amounts transferred to and from the separate accounts is presented below:

	2000	1999	1998
	(In Thousands)
Transfers as reported in the summary of operations of the Separate Accounts Statement:
Transfers to separate accounts	$317,529	$161,205	$136,617
Transfers from separate accounts	61,187	82,218	70,879
Net transfers to separate accounts	256,342	78,987	65,738
Reconciling adjustments:
Miscellaneous transfers	196	1	-
Transfers as reported in the Statement of Operations	$256,538	$ 78,988	$ 65,738

FirstLine II                       95

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

9. Reinsurance

The Company is involved in both ceded and assumed reinsurance with other companies for the purpose of diversifying risk and limiting exposure on larger risks. As of December 31, 2000, the Company's retention limit for acceptance of risk on life insurance policies had been set at various levels up to $3,000,000.

To the extent that the assuming companies become unable to meet their obligations under these treaties, the Company remains contingently liable to its policyholders for the portion reinsured. To minimize its exposure to significant losses from retrocessionaire insolvencies, the Company evaluates the financial condition of the retrocessionaire and monitors concentrations of credit risk.

Assumed premiums amounted to $612,585,000, $520,490,000 and $426,503,000 for the years ended December 31, 2000, 1999 and 1998 respectively.

The Company's ceded reinsurance arrangements reduced certain items in the accompanying financial statements by the following amounts:

	2000	1999	1998
	(In Thousands)
Premiums	$ 859,405	$1,701,959	$2,916,141
Benefits paid or provided	247,622	216,778	71,001
Policy and contract liabilities at year end	2,647,258	3,890,702	3,525,241

During 2000, 1999 and 1998, the Company had ceded blocks of insurance under reinsurance treaties to provide funds for financing and other purposes. These reinsurance transactions, generally known as "financial reinsurance," represent financing arrangements. Financial reinsurance has the effect of increasing current statutory surplus while reducing future statutory surplus as the reinsurers recapture amounts.

FirstLine II                       96

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

10. Federal Income Taxes and Policyholders' Surplus Account

Federal income tax expense consists of the following:

	2000	1999	1998
	(In Thousands)
Operations:
Current	$(1,339)	$ 21,193	$20,910
Deferred	-	(12,580)	(18,539)
Federal income tax expense	$(1,339)	$ 8,613	$2,371

Deferred federal income taxes arise from the recognition of timing differences between income determined for financial statement purposes and income tax purposes (principally differences relating to the recognition of tax-basis deferred acquisition costs, policy and contract liabilities and investment income). The resulting deferred tax asset is nonadmitted and charged against surplus.

The Company files a consolidated federal income tax return with its parent, ING America, and other U.S. affiliates and subsidiaries. The parties that join in the consolidated return have an agreement for the allocation of taxes. The agreement specifies that the separate return payable or the separate return receivable of each member will be the federal income tax payable or receivable that the member would have had for the period had it filed a separate return.

The Policyholders' Surplus Account is an accumulation of certain special deductions for income tax purposes and a portion of the "gain from operations" which were not subject to current taxation under the Life Insurance Company Income Tax Act of 1959. At December 31, 1984, the balance in this account for tax return purposes was approximately $60,490,000. The Tax Reform Act of 1984 provides that no further accumulations will be made in this account. If amounts accumulated in the Policyholders' Surplus Account exceed certain limits, or if distributions to the shareholder exceed amounts in the Shareholder's Surplus Account as determined for income tax purposes, amounts in the Policyholders' Surplus Account would become subject to income tax at rates in effect at that time. Should this occur, the maximum tax, under current tax law, which would be paid is $21,172,000. The Company does not anticipate any such action or foresee any events which would result in such tax.

FirstLine II                       97

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

11. Investment in and Advances to Subsidiaries

The Company has two wholly owned insurance subsidiaries, Midwestern United Life Insurance Company (Midwestern United) and First ING Life Insurance Company of New York (First ING). The Company also has three wholly owned noninsurance subsidiaries, First Secured Mortgage Deposit Corporation, Tailored Investments Notes Trust, and ING America Equities, Inc.

ING America Equities, Inc. is a wholesale broker/dealer whose business activities consist only of the distribution of variable life and annuity contracts. ING America Equities, Inc. does not hold customer funds or securities.

Amounts invested in and advanced to the Company's subsidiaries are summarized as follows:

	December 31
	2000	1999
	(In Thousands)
Common stock (cost--$61,318 in 2000 and 1999)	$85,324	$77,127
(Payable) receivable from subsidiaries	(2,476)	2,060

Summarized financial information for these subsidiaries is as follows:

	2000	1999	1998
	(In Thousands)
Revenues	$ 97,086	$ 89,507	$ 74,536
Income before net realized gains on investments	9,783	7,884	6,123
Net income	9,571	6,301	6,123
Admitted assets	298,260	296,265	308,771
Liabilities	212,936	219,139	234,881

Midwestern United and First ING paid a common stock dividend to the Company of $1,320,000 and $1,970,000 in 1999 and $1,385,000 and $0 in 1998, respectively. No such dividend was paid in 2000.

FirstLine II                       98

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

12. Capital and Surplus

Under Colorado insurance regulations, the Company is required to maintain a minimum total capital and surplus of $1,500,000. Additionally, the amount of dividends which can be paid by the Company to its stockholder without prior approval of the Colorado Division of Insurance is limited to the greater of 10% of statutory surplus or the statutory net gain from operations.

The Company has two surplus notes to a related party for $84,259,000 and $100,000,000 which represent the cumulative cash draws on two $100,000,000 commitments issued by ING America through December 31, 2000, less principal payments.

These subordinated notes bear interest at a variable rate equal to the prevailing rate for 10-year U.S. Treasury bonds plus 1/4% adjusted annually. The principal and interest is scheduled to be repaid in five annual installments beginning on April 15, 2000 and continuing through April 15, 2004 for the first note and April 2005 and continuing through April 15, 2009, for the second note, respectively. Future minimum payments, assuming a current effective interest rate of 5.11%, are as follows (in thousands):

Year	Total Payments
2001	$25,842
2002	25,842
2003	25,842
2004	25,842
Subsequent years	143,788
Total	247,156
Less imputed interest	(62,897)
Outstanding principal	$184,259

The repayment of these notes require approval of the Commissioner of Insurance of the State of Colorado and are payable only out of surplus funds of the Company and only at such time as the surplus of the Company, after payment is made, does not fall below the prescribed level. In July 2000, the Company made payments of $15,741,000 and $11,098,000 for principal and interest, respectively, after receiving approval from the Commissioner of Insurance of the State of Colorado.

FirstLine II                       99

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments

In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the financial instrument. Accordingly, the aggregate fair value amounts presented herein do not represent the underlying value of the Company.

Life insurance liabilities that contain mortality risk and all nonfinancial instruments have been excluded from the disclosure requirements. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest rate risk, such that the Company's exposure to changing interest rates is minimized through the matching of investment maturities with amounts due under insurance contracts.

FirstLine II                       100

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments (continued)

The carrying amounts and fair values of the Company's financial instruments are summarized as follows:

	December 31
	2000		1999
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(In Thousands)
Assets:
Bonds	$4,573,658	$4,567,521	$3,418,381	$3,274,765
Preferred stocks	13,524	13,527	2,560	2,889
Unaffiliated common stocks	15,483	15,483	4,977	4,977
Mortgage loans	1,672,169	1,705,801	983,087	943,041
Policy loans	992,911	992,911	943,185	943,185
Residual collateralized mortgage obligations	30,846	13,141	18,200	16,922
Derivative securities	2,782	14,137	1,083	1,242
Short-term investments	114,848	114,848	179,036	179,036
Cash	88,816	88,816	47,018	47,018
Indebtedness from related parties	69,338	69,338	42,451	42,451
Separate account assets	799,966	799,966	644,975	644,975
Receivable for securities	5,084	5,084	102	102
Liabilities:
Individual and group annuities	203,489	142,743	133,025	132,984
Guaranteed investment contracts	1,578,057	1,575,822	335,507	332,275
Policyholder funds	71,669	71,669	91,920	91,920
Policyholder dividends	11,503	11,503	11,273	11,273
Indebtedness to related parties	8,016	8,016	18,329	18,239
Separate account liabilities	799,966	799,966	644,975	644,975
Payable for securities	3,162	3,162	14,023	14,023

FirstLine II                       101

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments (continued)

The following methods and assumptions were used by the Company in estimating the fair value disclosures for financial instruments:

Fixed maturities and equity securities: The fair values for bonds, preferred stocks and common stocks, reported herein, are based on quoted market prices, where available. For securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, collateralized mortgage obligations and other mortgage derivative investments, are estimated by discounting expected future cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 6% and 15% over the total portfolio. Fair values determined on this basis can differ from values published by the NAIC Securities Valuation Office. Market value as determined by the NAIC as of December 31, 2000 and 1999 was $4,675,995,000 and $3,448,196,000, respectively.

Mortgage loans: Estimated market values for commercial real estate loans were generated using a discounted cash flow approach. Loans in good standing are discounted using interest rates determined by U.S. Treasury yields on December 31 and spreads implied by independent published surveys. The same is applied on new loans with similar characteristics. The amortizing features of all loans are incorporated in the valuation. Where data on option features is available, option values are determined using a binomial valuation method, and are incorporated into the mortgage valuation. Restructured loans are valued in the same manner; however, these loans were discounted at a greater spread to reflect increased risk. All residential loans are valued at their outstanding principal balances, which approximate their fair values.

Residual collateralized mortgage obligations: Residual collateralized mortgage obligations are included in the other invested assets balance. Fair values are calculated using discounted cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 6% and 15% over the total portfolio.

Derivative financial instruments: Fair values for on-balance-sheet derivative financial instruments (caps and floors) and off-balance-sheet derivative financial instruments (swaps) are based on broker/dealer valuations or on internal discounted cash flow pricing models taking into account current cash flow assumptions and the counterparties' credit standing.

FirstLine II                       102

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Fair Values of Financial Instruments (continued)

Guaranteed investment contracts: The fair values of the Company's guaranteed investment contracts are estimated using discounted cash flow calculations, based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued.

Off-balance-sheet instruments: The Company accepted additional deposits on existing synthetic guaranteed investment contracts in the amounts of $0, $70,000,000 and $66,480,000 in 2000, 1999 and 1998, respectively, from trustees of 401(k) plans. Pursuant to the terms of these contracts, the trustees own and retain the assets related to these contracts. Such assets had a value of $406,896,000 and $471,380,000 at December 31, 2000 and 1999, respectively. Under synthetic guaranteed investment contracts, the synthetic issuer may assume interest rate risk on individual plan participant initiated withdrawals from stable value options of 401(k) plans. Approximately 88% of the synthetic guaranteed investment contract book values are on a participating basis and have a credited interest rate reset mechanism which passes such interest rate risk to plan participants.

Other investment-type insurance contracts: The fair values of the Company's deferred annuity contracts are estimated based on the cash surrender values. The carrying values of other policyholder liabilities, including immediate annuities, dividend accumulations, supplementary contracts without life contingencies, and premium deposits, approximate their fair values.

Letters of credit: The Company is the recipient of letters of credit totaling $250,071,000 (see Note 15), which have a market value to the Company of $0, and two lines of credit totaling $340,136,000 which have a market value to the Company of $0.

The carrying value of all other financial instruments approximates their fair value.

FirstLine II                       103

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

14. Commitments and Contingencies

The Company is a party to pending or threatened lawsuits arising from the normal conduct of its business. Due to the climate in insurance and business litigation, suits against the Company sometimes include substantial additional claims, consequential damages, punitive damages and other similar types of relief. While it is not possible to forecast the outcome of such litigation, it is the opinion of management that the disposition of such lawsuits will not have a materially adverse effect on the Company's financial position or interfere with its operations. The Company has established an accrued liability in the financial statements of $20,449,000 related to certain pending litigation. The Company is vigorously defending its position in these cases.

The Company guarantees the obligations incurred by its wholly owned subsidiary, Midwestern United, with respect to all life insurance policies in force in both 2000, 1999 and 1998. In the event Midwestern United is unable to fulfill its obligations under these policies, the Company would be required to assume the policy obligations. The statutory reserve liabilities for the guaranteed policies totaled $201,306,000 and $209,203,000 as of December 31, 2000 and 1999, respectively.

The Company entered into a Tangible Net Worth Maintenance Agreement, dated June 25, 1998 pursuant to which the Company agreed to cause First ING, a wholly owned subsidiary of the Company, to have a tangible net worth equal to an NAIC-defined risk-based capital ratio of at least 200%, calculated by dividing (total adjusted capital x 100) by (the authorized control level risk based capital x 2). The contingent statutory reserve liability for this guarantee is $189,036.

The Company has agreed to guarantee a revolving line of credit issued to Pen-Cal Administrators, Inc., a California producer group, and represented by the credit agreement dated January 1, 2000 between Bank One and Pen-Cal Administrators, Inc., in the principal amount of $2,500,000.

15. Financing Agreements

The Company has a line of credit of $100,000,000 to provide short-term liquidity which expires July 31, 2001. The amount of funds available under this line is reduced by borrowings of certain affiliates also party to the agreement. Interest on all loans is based on the cost of funds by the lender plus .23%. The Company had outstanding borrowings under this agreement at December 31, 2000 and 1999 of $-0- and $200,000, respectively.

FirstLine II                       104

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

15. Financing Agreements (continued)

The Company is the beneficiary of letters of credit totaling $250,071,000 that were established in accordance with the terms of reinsurance agreements. The terms of the letters of credit provide for automatic renewal for the following year at December 31, unless otherwise canceled or terminated by either party to the financing. The letters were unused during both 2000 and 1999.

16. Related Party Transactions

Affiliates

The Company has a $200,136,000 line of credit issued by the Company's parent to provide short-term liquidity. Interest on the loans are indexed to the A1+/P1 commercial paper rates. The average borrowing by the Company in 2000 and 1999 was $17,453,000 and $10,365,000, respectively, with an average borrowing rate of 6.29% and 5.16%, respectively. At December 31, 2000 and 1999, outstanding borrowings were $5,927,000 and $15,000,000, respectively.

The Company provides administrative, investment and other operating services to affiliates. Amounts received for these services were $13,053,000, $2,606,000 and $1,605,000 for 2000, 1999 and 1998, respectively.

The Company also has an Investment Advisory Agreement with an affiliate whereby it receives investment and portfolio management services for a fee. Total fees under the agreement were approximately $9,885,000, $11,373,000 and $10,504,000 for 2000, 1999 and 1998, respectively.

Subsidiaries

The Company provides administrative, investment and other operating services to certain of its subsidiaries pursuant to contractual arrangements. Amounts received for these services were $3,561,000, $4,057,000 and $4,280,000 for 2000, 1999 and 1998, respectively.

FirstLine II                       105

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

17. Guaranty Fund Assessments

Insurance companies are assessed the costs of funding the insolvencies of other insurance companies by the various state guaranty associations, generally based on the amount of premium companies collect in that state.

The Company accrues the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in each state. The Company reduces the accrual by credits allowed in some states to reduce future premium taxes by a portion of assessments in that state. The Company has estimated this liability to be $2,305,000 as of December 31, 2000 and 1999 and has recorded a reserve. The Company has also recorded an asset of $5,045,000 and $5,950,000 as of December 31, 2000 and 1999, respectively, for future credits to premium taxes for assessments already paid. Payments received for guaranty fund assessments in 2000 and 1999 were $267,000 and $120,000, respectively.

18. Regulatory Risk-Based Capital

The NAIC prescribes risk-based capital (RBC) requirements for life/health insurance companies. RBC is a series of dynamic surplus-related formulas for monitoring solvency. At December 31, 2000, the Company exceeded all minimum RBC requirements.

FirstLine II                       106

Security Life Separate Account L1 of
Security Life of Denver Insurance Company
Financial Statements
Years ended December 31, 2000, 1999 and 1998

FirstLine II                       107

Security Life Separate Account L1

Financial Statements

Years ended December 31, 2000, 1999 and 1998

Contents

Report of Independent Auditors	109
Audited Financial Statements
Statement of Net Assets	111
Statement of Operations	120
Statement of Changes in Net Assets	143
Notes to Financial Statements	166

FirstLine II                       108

Report of Independent Auditors

Policyholders
Security Life Separate Account L1 of
     Security Life of Denver Insurance Company

We have audited the accompanying statement of net assets of Security Life Separate Account L1 of Security Life of Denver Insurance Company, comprising, respectively, the Neuberger Berman Advisers Management Trust (comprising the Limited Maturity Bond, Growth and Partners Divisions) ("NB"), the Alger American Fund (comprising the American Small Capitalization, American MidCap Growth, American Growth and American Leveraged AllCap Divisions) ("Alger"), the Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund II (comprising the Asset Manager, Growth, Overseas, Money Market and Index 500 Divisions) ("Fidelity"), the INVESCO Variable Investment Funds, Inc. (comprising the Total Return, Equity Income, High Yield, Utilities and Small Company Growth Divisions) ("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide Real Estate Divisions) ("Van Eck"), AIM Advisors, Inc. (comprising the Capital Appreciation and Government Securities Divisions) ("AIM"), the Directed Services, Inc. (comprising the Equity Income, Growth, Hard Asset, Limited Maturity Bond, Liquid Asset, MidCap, Research and Total Return Divisions) ("GCG"), and Janus Aspen Series Funds (comprising the Aggressive Growth, Growth, International Growth and Worldwide Growth Divisions) ("Janus"), as of December 31, 2000, and the related statements of operations and changes in net assets for each of the three years in the period then ended. 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 auditing standards generally accepted in the United States. 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. Our procedures included confirmation of securities owned as of December 31, 2000, by correspondence with the transfer agents. 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.

FirstLine II                       109

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Security Life Separate Account L1 at December 31, 2000, and the results of its operations and changes in its net assets for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States.

April 3, 2001

FirstLine II                       110

Security Life Separate Account L1

Statement of Net Assets

December 31, 2000

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM	Total GCG	Total Janus
Assets
Investments in mutual funds at market value (Note 3)	$711,116,580	$61,876,992	$133,977,481	$370,730,205	$63,237,456	$9,121,476	$67,784,644	$2,880,066	$1,508,260
Total assets	711,116,580	61,876,992	133,977,481	370,730,205	63,237,456	9,121,476	67,784,644	2,880,066	1,508,260
Liabilities
Due to (from) Security Life of Denver	(72,228)	(117,844)	18,560	192,254	(149,658)	2,390	(17,930)	-	-
Total liabilities	(72,228)	(117,844)	18,560	192,254	(149,658)	2,390	(17,930)	-	-
Net assets	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$2,880,066	$1,508,260
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$2,880,066	$1,508,260
Total policyholder reserves	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$2,880,066	$1,508,260

See accompanying notes.

FirstLine II                       111

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Assets
Investments in mutual funds at market value (Note 3)	$61,876,992	$14,488,939	$19,934,193	$27,453,860
Total assets	61,876,992	14,488,939	19,934,193	27,453,860
Liabilities
Due to (from) Security Life of Denver	(117,844)	(5,212)	(10,713)	(101,919)
Total liabilities	(117,844)	(5,212)	(10,713)	(101,919)
Net assets	$61,994,836	$14,494,151	$19,944,906	$27,555,779
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$61,994,836	$14,494,151	$19,944,906	$27,555,779
Total policyholder reserves	$61,994,836	$14,494,151	$19,944,906	$27,555,779
Number of divisional units outstanding (Note 7):
Class A		1,085,190.344	755,032.816	1,131,357.503
Class B		-	-	727.044
Value per divisional unit:
Class A		$13.36	$26.42	$24.35
Class B		$ -	$ -	$ 9.97

See accompanying notes.

FirstLine II                       112

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Assets
Investments in mutual funds at market value (Note 3)	$133,977,481	$26,226,670	$33,290,178	$50,094,730	$24,365,903
Total assets	133,977,481	26,226,670	33,290,178	50,094,730	24,365,903
Liabilities
Due to (from) Security Life of Denver	18,560	57,540	(3,573)	(23,702)	(11,705)
Total liabilities	18,560	57,540	(3,573)	(23,702)	(11,705)
Net assets	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608
Total policyholder reserves	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608
Number of divisional units outstanding (Note 7):
Class A		1,351,105.091	1,022,948.192	1,795,058.476	602,197.766
Class B		55,669.122	4,581.526	11,503.557	-
Value per divisional unit:
Class A		$18.97	$32.49	$27.87	$40.48
Class B		$ 9.65	$13.43	$10.16	$ -

See accompanying notes.

FirstLine II                       113

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Assets
Investments in mutual funds at
market value (Note 3)	$370,730,205	$15,754,225	$68,586,160	$43,188,471	$62,301,092	$180,900,257
Total assets	370,730,205	15,754,225	68,586,160	43,188,471	62,301,092	180,900,257
Liabilities
Due to (from) Security Life of Denver	192,254	(393)	79,957	(133,406)	286,280	(40,184)
Total liabilities	192,254	(393)	79,957	(133,406)	286,280	(40,184)
Net assets	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441
Total policyholder reserves	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441
Number of divisional units outstanding (Note 7):
Class A		878,584.296	2,222,867.138	2,586,286.303	4,689,569.461	6,025,479.633
Class B		-	40,727.108	83,750.568	-	704,951.502
Value per divisional unit:      Class A		$17.93	$30.62	$16.41	$13.22	$28.85
Class B		$ -	$10.84	$10.38	$ -	$10.07

See accompanying notes.

FirstLine II                       114

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Assets
Investments in mutual funds at
market value (Note 3)	$63,237,456	$11,689,940	$21,534,053	$10,481,915	$7,812,397	$11,719,151
Total assets	63,237,456	11,689,940	21,534,053	10,481,915	7,812,397	11,719,151
Liabilities
Due to (from) Security Life of Denver	(149,658)	(4,691)	(2,043)	(14,437)	465	(128,952)
Total liabilities	(149,658)	(4,691)	(2,043)	(14,437)	465	(128,952)
Net assets	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103
Total policyholder reserves	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103
Number of divisional units outstanding (Note 7):
Class A		698,007.347	782,880.410	680,080.798	341,947.485	658,499.168
Class B		-	23,197.396	2,293.135	-	2,459.473
Value per divisional unit:      Class A		$16.75	$27.19	$15.40	$22.85	$17.96
Class B		$-	$10.79	$ 9.07	$ -	$13.22

See accompanying notes.

FirstLine II                       115

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Assets
Investments in mutual funds
at market value (Note 3)	$9,121,476	$2,313,362	$931,424	$4,564,382	$1,312,308
Total assets	9,121,476	2,313,362	931,424	4,564,382	1,312,308
Liabilities
Due to (from) Security Life of Denver	2,390	11	(3)	2,382	-
Total liabilities	2,390	11	(3)	2,382	-
Net assets	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308
Total policyholder reserves	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308
Number of divisional units outstanding (Note 7):      Class A		214,971.664	91,236.724	543,314.421	131,207.896
Class B		-	42.100	36,043.266	395.373
Value per divisional unit:      Class A		$10.76	$10.20	$7.85	$ 9.97
Class B		$ -	$10.02	$8.27	$10.97

See accompanying notes.

FirstLine II                       116

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	AIM
	Total AIM	Capital Appreciation	Government Securities
Assets
Investments in mutual funds at
market value (Note 3)	$67,784,644	$51,020,236	$16,764,408
Total assets	67,784,644	51,020,236	16,764,408
Liabilities
Due to (from) Security Life of Denver	(17,930)	(18,440)	510
Total liabilities	(17,930)	(18,440)	510
Net assets	$67,802,574	$51,038,676	$16,763,898
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$67,802,574	$51,038,676	$16,763,898
Total policyholder reserves	$67,802,574	$51,038,676	$16,763,898
Number of divisional units outstanding (Note 7):      Class A		647,483.811	1,022,213.843
Class B		3,435,424.363	469,535.280
Value per divisional unit:      Class A		$14.52	$11.29
Class B		$12.12	$11.13

See accompanying notes.

FirstLine II                       117

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	GCG
	Total GCG	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Assets
Investments in mutual funds at market value (Note 3)	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Total assets	2,880,066	-	1,233	-	876,798	1,991,502	-	-	10,533
Liabilities
Due to (from) Security Life of Denver	-	-	-	-	-	-	-	-	-
Total liabilities	-	-	-	-	-	-	-	-	-
Net assets	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Total policyholder reserves	$2,880,066	$ -	$1,233	$ -	$876,798	$1,991,502	$ -	$ -	$10,533
Number of divisional units outstanding (Note 7):      Class A		-	-	-	-	-	-	-	-
Class B		-	103.679	-	80,478.798	183,932.621	-	-	908.365
Value per divisional unit:      Class A		-	-	-	-	-	-	-	-
Class B		-	$11.89	-	$10.89	$10.83	-	-	$11.60

See accompanying notes.

FirstLine II                       118

Security Life Separate Account L1

Statement of Net Assets (continued)

December 31, 2000

	Janus
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth
Assets
Investments in mutual funds at market value (Note 3)	$1,508,260	$243,641	$524,583	$319,420	$420,616
Total assets	1,508,260	243,641	524,583	319,420	420,616
Liabilities
Due to (from) Security Life of Denver	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$1,508,260	$243,641	$524,583	$319,420	$420,616
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$1,508,260	$243,641	$524,583	$319,420	$420,616
Total policyholder reserves	$1,508,260	$243,641	$524,583	$319,420	$420,616
Number of divisional units outstanding (Note 7):      Class A		29,430.276	53,752.789	19,710.545	42,106.076
Class B		-	22,786.649	17,011.166	6,269.387
Value per divisional unit:      Class A		$8.28	$6.85	$8.69	$8.69
Class B		$ -	$6.86	$8.71	$8.71

See accompanying notes.

FirstLine II                       119

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 2000

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM	Total GCG	Total Janus
Investment income
Dividends from mutual funds	$ 50,577,183	$ 7,022,071	$ 21,585,044	$ 16,687,757	$ 3,487,264	$ 59,217	$ 818,477	$916,460	$ 893
Less valuation period deductions
(Note 2)	4,508,171	450,958	982,444	2,480,381	404,934	59,822	128,874	-	758
Net investment income (loss)	46,069,012	6,571,113	20,602,600	14,207,376	3,082,330	(605)	689,603	916,460	135
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	5,695,914	(1,808,706)	(5,036,278)	10,515,603	1,339,426	220,229	475,369	-	(9,729)
Net unrealized gains (losses) on
investments	(118,856,269)	(7,325,351)	(40,865,515)	(58,774,602)	(7,701,130)	(2,223,947)	(1,820,869)	(46,004)	(98,851)
Net realized and unrealized gains
(losses) on investments	(113,160,355)	(9,134,057)	(45,901,793)	(48,258,999)	(6,361,704)	(2,003,718)	(1,345,500)	(46,004)	(108,580)
Net increase (decrease) in net assets
resulting from operations	$ (67,091,343)	$(2,562,944)	$(25,299,193)	$(34,051,623)	$(3,279,374)	$(2,004,323)	$ (655,897)	$870,456	$(108,445)

See accompanying notes.

FirstLine II                       120

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Investment income
Dividends from mutual funds	$ 7,022,071	$775,107	$ 1,356,082	$4,890,882
Less valuation period deductions
(Note 2)	450,958	92,250	138,445	220,263
Net investment income (loss)	6,571,113	682,857	1,217,637	4,670,619
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(1,808,706)	(281,540)	3,777,374	(5,304,540)
Net unrealized gains (losses) on
investments	(7,325,351)	351,484	(7,971,190)	294,355
Net realized and unrealized gains
(losses) on investments	(9,134,057)	69,944	(4,193,816)	(5,010,185)
Net increase (decrease) in net assets
resulting from operations	$(2,562,944)	$752,801	$(2,976,179)	$ (339,566)

See accompanying notes.

FirstLine II                       121

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$21,585,044	$9,941,662	$2,936,254	$6,249,935	$2,457,193
Less valuation period deductions
(Note 2)	982,444	222,078	194,721	366,802	198,843
Net investment income (loss)	20,602,600	9,719,584	2,741,533	5,883,133	2,258,350
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(5,036,278)	(9,976,931)	1,057,836	1,775,571	2,107,246
Net unrealized gains (losses) on
investments	(40,865,515)	(9,435,613)	(2,672,195)	(16,304,212)	(12,453,495)
Net realized and unrealized gains
(losses) on investments	(45,901,793)	(19,412,544)	(1,614,359)	(14,528,641)	(10,346,249)
Net increase (decrease) in net assets
resulting from operations	$(25,299,193)	$(9,692,960)	$1,127,174	$(8,645,508)	$(8,087,899)

See accompanying notes.

FirstLine II                       122

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment income
Dividends from mutual funds	$ 16,687,757	$1,469,444	$ 6,670,347	$ 3,516,677	$2,798,325	$ 2,232,964
Less valuation period deductions
(Note 2)	2,480,381	105,478	489,501	301,304	340,745	1,243,353
Net investment income (loss)	14,207,376	1,363,966	6,180,846	3,215,373	2,457,580	989,611
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	10,515,603	8,816	2,581,814	1,800,478	-	6,124,495
Net unrealized gains (losses) on
investments	(58,774,602)	(2,092,103)	(17,925,268)	(13,999,080)	-	(24,758,151)
Net realized and unrealized gains
(losses) on investments	(48,258,999)	(2,083,287)	(15,343,454)	(12,198,602)	-	(18,633,656)
Net increase (decrease) in net assets
resulting from operations	$(34,051,623)	$ (719,321)	$(9,162,608)	$(8,983,229)	$2,457,580	$(17,644,045)

See accompanying notes.

FirstLine II                       123

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment income
Dividends from mutual funds	$ 3,487,264	$1,540,605	$1,186,862	$ 97,398	$324,011	$ 338,388
Less valuation period deductions
(Note 2)	404,934	80,022	139,132	78,969	43,912	62,899
Net investment income (loss)	3,082,330	1,460,583	1,047,730	18,429	280,099	275,489
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	1,339,426	(314,414)	593,634	(390,743)	256,021	1,194,928
Net unrealized gains (losses) on
investments	(7,701,130)	(1,435,710)	(904,246)	(1,002,431)	(372,493)	(3,986,250)
Net realized and unrealized gains
(losses) on investments	(6,361,704)	(1,750,124)	(310,612)	(1,393,174)	(116,472)	(2,791,322)
Net increase (decrease) in net assets
resulting from operations	$(3,279,374)	$ (289,541)	$ 737,118	$(1,374,745)	$163,627	$(2,515,833)

See accompanying notes.

FirstLine II                       124

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment income
Dividends from mutual funds	$ 59,217	$ 25,149	$20,595	$ -	$ 13,473
Less valuation period deductions
(Note 2)	59,822	17,641	5,005	31,191	5,985
Net investment income (loss)	(605)	7,508	15,590	(31,191)	7,488
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	220,229	140,202	(14,783)	87,666	7,144
Net unrealized gains (losses) on
investments	(2,223,947)	123,530	23,588	(2,508,578)	137,513
Net realized and unrealized gains
(losses) on investments	(2,003,718)	263,732	8,805	(2,420,912)	144,657
Net increase (decrease) in net assets
resulting from operations	$(2,004,323)	$271,240	$24,395	$(2,452,103)	$152,145

See accompanying notes.

FirstLine II                       125

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	AIM
	Total AIM	Capital Appreciation	Government Securities
Investment income
Dividends from mutual funds	$ 818,477	$ 266,665	$551,812
Less valuation period deductions
(Note 2)	128,874	58,290	70,584
Net investment income (loss)	689,603	208,375	481,228
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
Investments	475,369	418,127	57,242
Net unrealized gains (losses) on
Investments	(1,820,869)	(2,171,530)	350,661
Net realized and unrealized gains
(losses) on investments	(1,345,500)	(1,753,403)	407,903
Net increase (decrease) in net assets
resulting from operations	$ (655,897)	$(1,545,028)	$889,131

See accompanying notes.

FirstLine II                       126

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	GCG
	Total GCG	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Investment income
Dividends from mutual funds	$916,460	$ -	$ 90	$ -	$54,281	$861,303	$ -	$ -	$786
Less valuation period deductions (Note 2)	-	-	-	-	-	-	-	-	-
Net investment income (loss)	916,460	-	90	-	54,281	861,303	-	-	786
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	-	-	-	-	-	-	-	-	-
Net unrealized gains (losses) on investments	(46,004)	-	(168)	-	(45,286)	-	-	-	(550)
Net realized and unrealized gains (losses) on investments	(46,004)	-	(168)	-	(45,286)	-	-	-	(550)
Net increase (decrease) in net assets resulting from operations	$870,456	$ -	$ (78)	$ -	$ 8,995	$861,303	$ -	$ -	$236

See accompanying notes.

FirstLine II                       127

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Janus
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth
Investment income
Dividends from mutual funds	$ 893	$ -	$ -	$ 83	$ 810
Less valuation period deductions
(Note 2)	758	180	218	147	213
Net investment income (loss)	135	(180)	(218)	(64)	597
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(9,729)	(1,546)	(86)	(7,584)	(513)
Net unrealized gains (losses) on
investments	(98,851)	(15,107)	(50,478)	(16,753)	(16,513)
Net realized and unrealized gains
(losses) on investments	(108,580)	(16,653)	(50,564)	(24,337)	(17,026)
Net increase (decrease) in net assets
resulting from operations	$(108,445)	$(16,833)	$(50,782)	$(24,401)	$(16,429)

See accompanying notes.

FirstLine II                       128

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 1999

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Investment income
Dividends from mutual funds	$18,884,169	$2,123,919	$ 7,325,481	$ 7,908,482	$1,183,695	$ 30,826	$ 311,766
Less valuation period deductions
(Note 2)	2,908,885	371,218	557,411	1,629,301	272,130	27,814	51,011
Net investment income (loss)	15,975,284	1,752,701	6,768,070	6,279,181	911,565	3,012	260,755
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	18,191,446	557,950	5,023,269	11,358,812	1,094,239	73,144	84,032
Net unrealized gains (losses) on
investments	55,998,041	3,797,732	17,500,945	30,152,442	2,135,798	1,374,192	1,036,932
Net realized and unrealized gains
(losses) on investments	74,189,487	4,355,682	22,524,214	41,511,254	3,230,037	1,447,336	1,120,964
Net increase (decrease) in net assets
resulting from operations	$90,164,771	$6,108,383	$29,292,284	$47,790,435	$4,141,602	$1,450,348	$1,381,719

See accompanying notes.

FirstLine II                       129

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Investment income
Dividends from mutual funds	$2,123,919	$911,596	$ 453,085	$ 759,238
Less valuation period deductions
(Note 2)	371,218	108,699	70,308	192,211
Net investment income (loss)	1,752,701	802,897	382,777	567,027
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	557,950	(293,615)	318,964	532,601
Net unrealized gains (losses) on
investments	3,797,732	(423,477)	3,714,218	506,991
Net realized and unrealized gains
(losses) on investments	4,355,682	(717,092)	4,033,182	1,039,592
Net increase (decrease) in net assets
resulting from operations	$6,108,383	$ 85,805	$4,415,959	$1,606,619

See accompanying notes.

FirstLine II                       130

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$ 7,325,481	$2,200,048	$1,636,538	$2,764,203	$ 724,692
Less valuation period deductions
(Note 2)	557,411	141,734	88,955	233,373	93,349
Net investment income (loss)	6,768,070	2,058,314	1,547,583	2,530,830	631,343
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	5,023,269	94,825	322,974	2,007,625	2,597,845
Net unrealized gains (losses) on
investments	17,500,945	5,993,398	2,015,333	4,584,649	4,907,565
Net realized and unrealized gains
(losses) on investments	22,524,214	6,088,223	2,338,307	6,592,274	7,505,410
Net increase (decrease) in net assets
resulting from operations	$29,292,284	$8,146,537	$3,885,890	$9,123,104	$8,136,753

See accompanying notes.

FirstLine II                       131

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment income
Dividends from mutual funds	$ 7,908,482	$ 798,528	$ 3,508,501	$ 820,014	$1,277,704	$ 1,503,735
Less valuation period deductions
(Note 2)	1,629,301	83,646	308,868	188,207	188,211	860,369
Net investment income (loss)	6,279,181	714,882	3,199,633	631,807	1,089,493	643,366
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	11,358,812	122,474	7,459,882	553,230	-	3,223,226
Net unrealized gains (losses) on
investments	30,152,442	316,538	3,509,953	8,740,414	-	17,585,537
Net realized and unrealized gains
(losses) on investments	41,511,254	439,012	10,969,835	9,293,644	-	20,808,763
Net increase (decrease) in net assets
resulting from operations	$47,790,435	$1,153,894	$14,169,468	$9,925,451	$1,089,493	$21,452,129

See accompanying notes.

FirstLine II                       132

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment income
Dividends from mutual funds	$1,183,695	$ 276,071	$ 252,055	$618,531	$ 37,038	$ -
Less valuation period deductions
(Note 2)	272,130	71,255	97,430	65,338	23,769	14,338
Net investment income (loss)	911,565	204,816	154,625	553,193	13,269	(14,338)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	1,094,239	286,623	506,767	(241,611)	304,911	237,549
Net unrealized gains (losses) on
investments	2,135,798	(923,083)	965,264	379,005	179,598	1,535,014
Net realized and unrealized gains
(losses) on investments	3,230,037	(636,460)	1,472,031	137,394	484,509	1,772,563
Net increase (decrease) in net assets
resulting from operations	$4,141,602	$(431,644)	$1,626,656	$690,587	$497,778	$1,758,225

See accompanying notes.

FirstLine II                       133

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment income
Dividends from mutual funds	$ 30,826	$ 16,585	$ 12,446	$ -	$ 1,795
Less valuation period deductions
(Note 2)	27,814	12,646	2,550	10,886	1,732
Net investment income (loss)	3,012	3,939	9,896	(10,886)	63
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	73,144	(313,009)	(25,853)	410,384	1,622
Net unrealized gains (losses) on
investments	1,374,192	592,123	(9,920)	809,962	(17,973)
Net realized and unrealized gains
(losses) on investments	1,447,336	279,114	(35,773)	1,220,346	(16,351)
Net increase (decrease) in net assets
resulting from operations	$1,450,348	$283,053	$(25,877)	$1,209,460	$(16,288)

See accompanying notes.

FirstLine II                       134

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	AIM
	Total AIM	Capital Appreciation	Government Securities
Investment income
Dividends from mutual funds	$ 311,766	$ 113,467	$198,299
Less valuation period deductions
(Note 2)	51,011	19,289	31,722
Net investment income (loss)	260,755	94,178	166,577
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	84,032	92,256	(8,224)
Net unrealized gains (losses) on
investments	1,036,932	1,257,369	(220,437)
Net realized and unrealized gains
(losses) on investments	1,120,964	1,349,625	(228,661)
Net increase (decrease) in net assets
resulting from operations	$1,381,719	$1,443,803	$ (62,084)

See accompanying notes.

FirstLine II                       135

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 1998

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Investment income
Dividends from mutual funds	$17,747,833	$4,273,690	$ 4,617,072	$ 6,943,854	$1,625,860	$ 189,620	$ 97,737
Less valuation period deductions
(Note 2)	1,740,661	291,487	290,412	971,160	162,321	11,393	13,888
Net investment income (loss)	16,007,172	3,982,203	4,326,660	5,972,694	1,463,539	178,227	83,849
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	8,536,274	347,823	1,685,294	6,403,348	355,780	(260,570)	4,599
Net unrealized gains (losses) on
investments	18,766,977	(2,323,636)	5,825,800	15,230,082	248,681	(368,037)	154,087
Net realized and unrealized gains
(losses) on investments	27,303,251	(1,975,813)	7,511,094	21,633,430	604,461	(628,607)	158,686
Net increase (decrease) in net
assets resulting from operations	$43,310,423	$2,006,390	$11,837,754	$27,606,124	$2,068,000	$(450,380)	$242,535

See accompanying notes.

FirstLine II                       136

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	NB
	Total NB	Limited Maturity Bond	Growth	Government Income	Partners
Investment income
Dividends from mutual funds	$4,273,690	$409,268	$1,579,109	$136,565	$2,148,748
Less valuation period deductions
(Note 2)	291,487	87,183	52,660	3,213	148,431
Net investment income (loss)	3,982,203	322,085	1,526,449	133,352	2,000,317
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	347,823	10,003	(264,148)	(53,894)	655,862
Net unrealized gains (losses) on
investments	(2,323,636)	59,369	(81,576)	(60,954)	(2,240,475)
Net realized and unrealized gains
(losses) on investments	(1,975,813)	69,372	(345,724)	(114,848)	(1,584,613)
Net increase (decrease) in net
assets resulting from operations	$2,006,390	$391,457	$1,180,725	$ 18,504	$ 415,704

See accompanying notes.

FirstLine II                       137

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment income
Dividends from mutual funds	$ 4,617,072	$1,681,373	$ 593,045	$2,196,712	$ 145,942
Less valuation period deductions
(Note 2)	290,412	95,588	53,316	113,376	28,132
Net investment income (loss)	4,326,660	1,585,785	539,729	2,083,336	117,810
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	1,685,294	186,963	316,932	915,872	265,527
Net unrealized gains (losses) on
investments	5,825,800	166,990	1,022,340	3,099,428	1,537,042
Net realized and unrealized gains
(losses) on investments	7,511,094	353,953	1,339,272	4,015,300	1,802,569
Net increase (decrease) in net
assets resulting from operations	$11,837,754	$1,939,738	$1,879,001	$6,098,636	$1,920,379

See accompanying notes.

FirstLine II                       138

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment income
Dividends from mutual funds	$ 6,943,854	$ 808,986	$2,663,618	$1,015,626	$830,137	$ 1,625,487
Less valuation period deductions
(Note 2)	971,160	63,669	183,002	129,504	116,932	478,053
Net investment income (loss)	5,972,694	745,317	2,480,616	886,122	713,205	1,147,434
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	6,403,348	20,247	1,534,000	298,379	-	4,550,722
Net unrealized gains (losses) on
investments	15,230,082	315,702	4,444,805	707,398	-	9,762,177
Net realized and unrealized gains
(losses) on investments	21,633,430	335,949	5,978,805	1,005,777	-	14,312,899
Net increase (decrease) in net
assets resulting from operations	$27,606,124	$1,081,266	$8,459,421	$1,891,899	$713,205	$15,460,333

See accompanying notes.

FirstLine II                       139

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment income
Dividends from mutual funds	$1,625,860	$312,534	$ 514,174	$769,805	$ 29,058	$ 289
Less valuation period deductions
(Note 2)	162,321	40,898	60,678	49,140	10,730	875
Net investment income (loss)	1,463,539	271,636	453,496	720,665	18,328	(586)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	355,780	136,473	342,342	(151,382)	35,245	(6,898)
Net unrealized gains (losses) on
investments	248,681	73,689	359,519	(541,125)	282,500	74,098
Net realized and unrealized gains
(losses) on investments	604,461	210,162	701,861	(692,507)	317,745	67,200
Net increase (decrease) in net
assets resulting from operations	$2,068,000	$481,798	$1,155,357	$ 28,158	$336,073	$66,614

See accompanying notes.

FirstLine II                       140

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	Van Eck
	Total Van Eck	Worldwide Balanced	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment income
Dividends from mutual funds	$ 189,620	$45,674	$ 143,946	$ -	$ -	$ -
Less valuation period deductions      (Note 2)	11,393	1,050	8,170	212	1,736	225
Net investment income (loss)	178,227	44,624	135,776	(212)	(1,736)	(225)
Realized and unrealized gains (losses) on investments
Net realized gains (losses) on investments	(260,570)	4,682	(162,110)	130	(101,436)	(1,836)
Net unrealized gains (losses) on investments	(368,037)	(23,403)	(395,698)	3,953	47,140	(29)
Net realized and unrealized gains (losses) on investments	(628,607)	(18,721)	(557,808)	4,083	(54,296)	(1,865)
Net increase (decrease) in net assets resulting from operations	$(450,380)	$25,903	$(422,032)	$3,871	$ (56,032)	$(2,090)

See accompanying notes.

FirstLine II                       141

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1998

	AIM
	Total AIM	Capital Appreciation	Government Securities
Investment income
Dividends from mutual funds	$ 97,737	$ 27,109	$ 70,628
Less valuation period deductions
(Note 2)	13,888	3,056	10,832
Net investment income (loss)	83,849	24,053	59,796
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	4,599	(3,315)	7,914
Net unrealized gains (losses) on
investments	154,087	119,225	34,862
Net realized and unrealized gains
(losses) on investments	158,686	115,910	42,776
Net increase (decrease) in net
assets resulting from operations	$242,535	$139,963	$102,572

See accompanying notes.

FirstLine II                       142

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 2000

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM	Total GCG	Total Janus
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 46,069,012	$ 6,571,113	$ 20,602,600	$ 14,207,376	$ 3,082,330	$ (605)	$ 689,603	$ 916,460	$ 135
Net realized gains (losses) on
investments	5,695,914	(1,808,706)	(5,036,278)	10,515,603	1,339,426	220,229	475,369	-	(9,729)
Net unrealized gains (losses) on
investments	(118,856,269)	(7,325,351)	(40,865,515)	(58,774,602)	(7,701,130)	(2,223,947)	(1,820,869)	(46,004)	(98,851)
Increase (decrease) in net assets from
operations	(67,091,343)	(2,562,944)	(25,299,193)	(34,051,623)	(3,279,374)	(2,004,323)	(655,897)	870,456	(108,445)
Changes from principal
transactions
Net premiums	317,402,712	12,252,726	37,515,640	184,341,968	18,591,825	3,290,844	6,971,977	53,982,127	455,605
Cost of insurance and
administrative charges	(30,552,382)	(2,409,367)	(6,276,189)	(16,796,166)	(3,114,778)	(384,336)	(861,571)	(702,322)	(7,653)
Benefit payments	(1,594,522)	(19,938)	(28,371)	(1,534,182)	(12,031)	-	-	-	-
Surrenders	(21,566,997)	(3,720,641)	(4,011,887)	(11,413,075)	(1,965,457)	(86,249)	(369,688)	-	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(7,189,963)	4,582,877	21,813,159	(44,990,539)	8,412,713	2,032,846	51,053,800	(51,255,284)	1,160,465
Other	478,335	175,141	731,362	535,825	115,805	(33,873)	(1,039,302)	(14,911)	8,288
Increase (decrease) from principal
transactions	256,977,183	10,860,798	49,743,714	110,143,831	22,028,077	4,819,232	55,755,216	2,009,610	1,616,705
Total increase (decrease) in net assets	189,885,840	8,297,854	24,444,521	76,092,208	18,748,703	2,814,909	55,099,319	2,880,066	1,508,260
Net assets at beginning of year	521,302,968	53,696,982	109,514,400	294,445,743	44,638,411	6,304,177	12,703,255	-	-
Net assets at end of year	$711,188,808	$61,994,836	$133,958,921	$370,537,951	$63,387,114	$9,119,086	$67,802,574	$ 2,880,066	$1,508,260

See accompanying notes.

FirstLine II                       143

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 6,571,113	$ 682,857	$ 1,217,637	$ 4,670,619
Net realized gains (losses) on
investments	(1,808,706)	(281,540)	3,777,374	(5,304,540)
Net unrealized gains (losses) on
investments	(7,325,351)	351,484	(7,971,190)	294,355
Increase (decrease) in net assets from
operations	(2,562,944)	752,801	(2,976,179)	(339,566)
Changes from principal
transactions
Net premiums	12,252,726	3,373,191	3,809,287	5,070,248
Cost of insurance and
administrative charges	(2,409,367)	(422,495)	(645,717)	(1,341,155)
Benefit payments	(19,938)	-	-	(19,938)
Surrenders	(3,720,641)	(485,003)	(434,853)	(2,800,785)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	4,582,877	72,092	7,083,628	(2,572,843)
Other	175,141	2,737	32,586	139,818
Increase (decrease) from principal
transactions	10,860,798	2,540,522	9,844,931	(1,524,655)
Total increase (decrease) in net assets	8,297,854	3,293,323	6,868,752	(1,864,221)
Net assets at beginning of year	53,696,982	11,200,828	13,076,154	29,420,000
Net assets at end of year	$61,994,836	$14,494,151	$19,944,906	$27,555,779

See accompanying notes.

FirstLine II                       144

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 20,602,600	$ 9,719,584	$ 2,741,533	$ 5,883,133	$ 2,258,350
Net realized gains (losses) on
investments	(5,036,278)	(9,976,931)	1,057,836	1,775,571	2,107,246
Net unrealized gains (losses) on
investments	(40,865,515)	(9,435,613)	(2,672,195)	(16,304,212)	(12,453,495)
Increase (decrease) in net assets from
operations	(25,299,193)	(9,692,960)	1,127,174	(8,645,508)	(8,087,899)
Changes from principal
transactions
Net premiums	37,515,640	6,777,077	8,256,914	14,199,181	8,282,468
Cost of insurance and
administrative charges	(6,276,189)	(1,361,117)	(1,182,610)	(2,244,564)	(1,487,898)
Benefit payments	(28,371)	(8,499)	-	-	(19,872)
Surrenders	(4,011,887)	(1,213,521)	(527,415)	(1,866,225)	(404,726)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	21,813,159	3,623,099	8,242,898	7,157,011	2,790,151
Other	731,362	265,296	89,303	135,039	241,724
Increase (decrease) from principal
transactions	49,743,714	8,082,335	14,879,090	17,380,442	9,401,847
Total increase (decrease) in net assets	24,444,521	(1,610,625)	16,006,264	8,734,934	1,313,948
Net assets at beginning of year	109,514,400	27,779,755	17,287,487	41,383,498	23,063,660
Net assets at end of year	$133,958,921	$26,169,130	$33,293,751	$50,118,432	$24,377,608

See accompanying notes.

FirstLine II                       145

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 14,207,376	$ 1,363,966	$ 6,180,846	$ 3,215,373	$ 2,457,580	$ 989,611
Net realized gains (losses) on
investments	10,515,603	8,816	2,581,814	1,800,478	-	6,124,495
Net unrealized gains (losses) on
investments	(58,774,602)	(2,092,103)	(17,925,268)	(13,999,080)	-	(24,758,151)
Increase (decrease) in net assets from
operations	(34,051,623)	(719,321)	(9,162,608)	(8,983,229)	2,457,580	(17,644,045)
Changes from principal
transactions
Net premiums	184,341,968	4,246,313	16,858,828	10,774,262	102,634,205	49,828,360
Cost of insurance and
administrative charges	(16,796,166)	(729,175)	(2,871,811)	(1,545,175)	(3,421,123)	(8,228,882)
Benefit payments	(1,534,182)	-	(8,585)	-	(1,512,600)	(12,997)
Surrenders	(11,413,075)	(523,096)	(1,526,139)	(1,310,651)	(1,580,652)	(6,472,537)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(44,990,539)	(110,602)	6,705,250	9,264,961	(71,323,681)	10,473,533
Other	535,825	41	353,438	137,428	(36,325)	81,243
Increase (decrease) from principal
transactions	110,143,831	2,883,481	19,510,981	17,320,825	24,759,824	45,668,720
Total increase (decrease) in net assets	76,092,208	2,164,160	10,348,373	8,337,596	27,217,404	28,024,675
Net assets at beginning of year	294,445,743	13,590,458	58,157,830	34,984,281	34,797,408	152,915,766
Net assets at end of year	$370,537,951	$15,754,618	$68,506,203	$43,321,877	$ 62,014,812	$180,940,441

See accompanying notes.

FirstLine II                       146

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 3,082,330	$ 1,460,583	$ 1,047,730	$ 18,429	$ 280,099	$ 275,489
Net realized gains (losses) on
investments	1,339,426	(314,414)	593,634	(390,743)	256,021	1,194,928
Net unrealized gains (losses) on
investments	(7,701,130)	(1,435,710)	(904,246)	(1,002,431)	(372,493)	(3,986,250)
Increase (decrease) in net assets from
operations	(3,279,374)	(289,541)	737,118	(1,374,745)	163,627	(2,515,833)
Changes from principal
transactions
Net premiums	18,591,825	4,101,918	5,744,367	2,639,161	2,052,375	4,054,004
Cost of insurance and
administrative charges	(3,114,778)	(753,096)	(1,128,125)	(507,500)	(326,968)	(399,089)
Benefit payments	(12,031)	-	(12,031)	-	-	-
Surrenders	(1,965,457)	(882,070)	(593,452)	(303,992)	(148,234)	(37,709)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	8,412,713	(858,136)	588,741	584,364	1,906,098	6,191,646
Other	115,805	(11,094)	(21,075)	38,387	23,719	85,868
Increase (decrease) from principal
transactions	22,028,077	1,597,522	4,578,425	2,450,420	3,506,990	9,894,720
Total increase (decrease) in net assets	18,748,703	1,307,981	5,315,543	1,075,675	3,670,617	7,378,887
Net assets at beginning of year	44,638,411	10,386,650	16,220,553	9,420,677	4,141,315	4,469,216
Net assets at end of year	$63,387,114	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103

See accompanying notes.

FirstLine II                       147

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ (605)	$ 7,508	$ 15,590	$ (31,191)	$ 7,488
Net realized gains (losses) on
investments	220,229	140,202	(14,783)	87,666	7,144
Net unrealized gains (losses) on
investments	(2,223,947)	123,530	23,588	(2,508,578)	137,513
Increase (decrease) in net assets from
operations	(2,004,323)	271,240	24,395	(2,452,103)	152,145
Changes from principal
transactions
Net premiums	3,290,844	358,451	329,600	2,190,959	411,834
Cost of insurance and
administrative charges	(384,336)	(106,083)	(44,145)	(190,748)	(43,360)
Benefit payments	-	-	-	-	-
Surrenders	(86,249)	(36,625)	(12,576)	(35,659)	(1,389)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	2,032,846	(475,702)	298,840	1,965,172	244,536
Other	(33,873)	(4,008)	1,110	(29,680)	(1,295)
Increase (decrease) from principal
transactions	4,819,232	(263,967)	572,829	3,900,044	610,326
Total increase (decrease) in net assets	2,814,909	7,273	597,224	1,447,941	762,471
Net assets at beginning of year	6,304,177	2,306,078	334,203	3,114,059	549,837
Net assets at end of year	$9,119,086	$2,313,351	$931,427	$4,562,000	$1,312,308

See accompanying notes.

FirstLine II                       148

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	AIM
	Total AIM	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 689,603	$ 208,375	$ 481,228
Net realized gains (losses) on
investments	475,369	418,127	57,242
Net unrealized gains (losses) on
investments	(1,820,869)	(2,171,530)	350,661
Increase (decrease) in net assets from
operations	(655,897)	(1,545,028)	889,131
Changes from principal
transactions
Net premiums	6,971,977	4,809,190	2,162,787
Cost of insurance and
administrative charges	(861,571)	(550,172)	(311,399)
Benefit payments	-	-	-
Surrenders	(369,688)	(120,337)	(249,351)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	51,053,800	44,182,854	6,870,946
Other	(1,039,302)	(1,046,753)	7,451
Increase (decrease) from principal
transactions	55,755,216	47,274,782	8,480,434
Total increase (decrease) in net assets	55,099,319	45,729,754	9,369,565
Net assets at beginning of year	12,703,255	5,308,922	7,394,333
Net assets at end of year	$67,802,574	$51,038,676	$16,763,898

See accompanying notes.

FirstLine II                       149

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	GCG
	Total GCG	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 916,460	$ -	$ 90	$ -	$ 54,281	$ 861,303	$ -	$ -	$ 786
Net realized gains (losses) on
investments	-	-	-	-	-	-	-	-	-
Net unrealized gains (losses) on
investments	(46,004)	-	(168)	-	(45,286)	-	-	-	(550)
Increase (decrease) in net assets from
operations	870,456	-	(78)	-	8,995	861,303	-	-	236
Changes from principal
transactions
Net premiums	53,982,127	-	-	-	868,271	53,113,856	-	-	-
Cost of insurance and
administrative charges	(702,322)	-	-	-	(3,837)	(698,485)	-	-	-
Benefit payments	-
Surrenders	-	-	-	-	-	-	-	-	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(51,255,284)	-	1,311	-	3,369	(51,270,261)	-	-	10,297
Other	(14,911)	-	-	-	-	(14,911)	-	-	-
Increase (decrease) from principal
transactions	2,009,610	-	1,311	-	867,803	1,130,199	-	-	10,297
Total increase (decrease) in net assets	2,880,066	-	1,233	-	876,798	1,991,502	-	-	10,533
Net assets at beginning of year	-	-	-	-	-	-	-	-	-
Net assets at end of year	$ 2,880,066	$ -	$1,233	$ -	$876,798	$ 1,991,502	$ -	$ -	$10,533

See accompanying notes.

FirstLine II                       150

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Janus
	Total Janus	Growth	Aggressive Growth	Worldwide Growth	International Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 135	$ (180)	$ (218)	$ (64)	$ 597
Net realized gains (losses) on investments	(9,729)	(1,546)	(86)	(7,584)	(513)
Net unrealized gains (losses) on investments	(98,851)	(15,107)	(50,478)	(16,753)	(16,513)
Increase (decrease) in net assets from operations	(108,445)	(16,833)	(50,782)	(24,401)	(16,429)
Changes from principal transactions
Net premiums	455,605	44,231	197,569	202,866	10,939
Cost of insurance and administrative expenses	(7,653)	(1,752)	(2,059)	(1,621)	(2,221)
Benefit payments	-	-	-	-	-
Surrenders	-	-	-	-	-
Net transfers among divisions (including the loan       division and guaranteed interest division in the general account)	1,160,465	216,576	370,746	142,784	430,359
Other	8,288	1,419	9,109	(208)	(2,032)
Increase (decrease) from principal transactions	1,616,705	260,474	575,365	343,821	437,045
Total increase (decrease) in net assets	1,508,260	243,641	524,583	319,420	420,616
Net assets at beginning of year	-	-	-	-	-
Net assets at end of year	$1,508,260	$243,641	$524,583	$319,420	$420,616

See accompanying notes.

FirstLine II                       151

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1999

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 15,975,284	$ 1,752,701	$ 6,768,070	$ 6,279,181	$ 911,565	$ 3,012	$ 260,755
Net realized gains (losses) on
investments	18,191,446	557,950	5,023,269	11,358,812	1,094,239	73,144	84,032
Net unrealized gains (losses) on
investments	55,998,041	3,797,732	17,500,945	30,152,442	2,135,798	1,374,192	1,036,932
Increase (decrease) in net assets from
operations	90,164,771	6,108,383	29,292,284	47,790,435	4,141,602	1,450,348	1,381,719
Changes from principal
transactions
Net premiums	162,042,407	9,691,552	19,246,531	115,810,413	12,770,723	1,311,620	3,211,568
Cost of insurance and
administrative charges	(20,649,015)	(2,172,531)	(3,837,369)	(11,622,709)	(2,460,819)	(173,456)	(382,131)
Benefit payments	(542,037)	-	-	(542,037)	-	-	-
Surrenders	(15,066,657)	(1,529,928)	(3,447,763)	(7,887,081)	(1,567,128)	(33,331)	(601,426)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	91,435	(5,513,893)	13,797,533	(17,535,989)	2,140,348	1,919,235	5,284,201
Other	231,958	45,648	34,663	146,782	(17,068)	12,762	9,171
Increase (decrease) from principal
transactions	126,108,091	520,848	25,793,595	78,369,379	10,866,056	3,036,830	7,521,383
Total increase (decrease) in net assets	216,272,862	6,629,231	55,085,879	126,159,814	15,007,658	4,487,178	8,903,102
Net assets at beginning of year	305,030,106	47,067,751	54,428,521	168,285,929	29,630,753	1,816,999	3,800,153
Net assets at end of year	$521,302,968	$53,696,982	$109,514,400	$294,445,743	$44,638,411	$6,304,177	$12,703,255

See accompanying notes.

FirstLine II                       152

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	NB
	Total NB	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 1,752,701	$ 802,897	$ 382,777	$ 567,027
Net realized gains (losses) on
investments	557,950	(293,615)	318,964	532,601
Net unrealized gains (losses) on
investments	3,797,732	(423,477)	3,714,218	506,991
Increase (decrease) in net assets from
operations	6,108,383	85,805	4,415,959	1,606,619
Changes from principal
transactions
Net premiums	9,691,552	2,691,658	1,968,259	5,031,635
Cost of insurance and
administrative charges	(2,172,531)	(532,487)	(382,030)	(1,258,014)
Benefit payments	-	-	-	-
Surrenders	(1,529,928)	(1,033,731)	(175,255)	(320,942)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(5,513,893)	(5,610,959)	(1,798,195)	1,895,261
Other	45,648	22,193	21,256	2,199
Increase (decrease) from principal
transactions	520,848	(4,463,326)	(365,965)	5,350,139
Total increase (decrease) in net assets	6,629,231	(4,377,521)	4,049,994	6,956,758
Net assets at beginning of year	47,067,751	15,578,349	9,026,160	22,463,242
Net assets at end of year	$53,696,982	$11,200,828	$13,076,154	$29,420,000

See accompanying notes.

FirstLine II                       153

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 6,768,070	$ 2,058,314	$ 1,547,583	$ 2,530,830	$ 631,343
Net realized gains (losses) on
investments	5,023,269	94,825	322,974	2,007,625	2,597,845
Net unrealized gains (losses) on
investments	17,500,945	5,993,398	2,015,333	4,584,649	4,907,565
Increase (decrease) in net assets from
operations	29,292,284	8,146,537	3,885,890	9,123,104	8,136,753
Changes from principal
transactions
Net premiums	19,246,531	4,618,903	3,508,936	7,654,291	3,464,401
Cost of insurance and
administrative charges	(3,837,369)	(957,053)	(661,896)	(1,597,077)	(621,343)
Benefit payments	-	-	-	-	-
Surrenders	(3,447,763)	(986,740)	(286,174)	(1,594,894)	(579,955)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	13,797,533	1,461,610	1,637,697	4,904,801	5,793,425
Other	34,663	(6,873)	(17,173)	(10,341)	69,050
Increase (decrease) from principal
transactions	25,793,595	4,129,847	4,181,390	9,356,780	8,125,578
Total increase (decrease) in net assets	55,085,879	12,276,384	8,067,280	18,479,884	16,262,331
Net assets at beginning of year	54,428,521	15,503,371	9,220,207	22,903,614	6,801,329
Net assets at end of year	$109,514,400	$27,779,755	$17,287,487	$41,383,498	$23,063,660

See accompanying notes.

FirstLine II                       154

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 6,279,181	$ 714,882	$ 3,199,633	$ 631,807	$ 1,089,493	$ 643,366
Net realized gains (losses) on
investments	11,358,812	122,474	7,459,882	553,230	-	3,223,226
Net unrealized gains (losses) on
investments	30,152,442	316,538	3,509,953	8,740,414	-	17,585,537
Increase (decrease) in net assets from
operations	47,790,435	1,153,894	14,169,468	9,925,451	1,089,493	21,452,129
Changes from principal
transactions
Net premiums	115,810,413	3,791,052	9,969,268	5,963,624	62,143,060	33,943,409
Cost of insurance and
administrative charges	(11,622,709)	(604,489)	(1,912,531)	(1,071,163)	(2,273,369)	(5,761,157)
Benefit payments	(542,037)	-	-	-	(542,037)	-
Surrenders	(7,887,081)	(641,428)	(1,308,922)	(1,227,419)	(1,281,819)	(3,427,493)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(17,535,989)	(349,280)	4,285,808	788,107	(42,741,942)	20,481,318
Other	146,782	3,430	54,597	23,794	(8,230)	73,191
Increase (decrease) from principal
transactions	78,369,379	2,199,285	11,088,220	4,476,943	15,295,663	45,309,268
Total increase (decrease) in net assets	126,159,814	3,353,179	25,257,688	14,402,394	16,385,156	66,761,397
Net assets at beginning of year	168,285,929	10,237,279	32,900,142	20,581,887	18,412,252	86,154,369
Net assets at end of year	$294,445,743	$13,590,458	$58,157,830	$34,984,281	$34,797,408	$152,915,766

See accompanying notes.

FirstLine II                       155

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 911,565	$ 204,816	$ 154,625	$ 553,193	$ 13,269	$ (14,338)
Net realized gains (losses) on
investments	1,094,239	286,623	506,767	(241,611)	304,911	237,549
Net unrealized gains (losses) on
investments	2,135,798	(923,083)	965,264	379,005	179,598	1,535,014
Increase (decrease) in net assets from
operations	4,141,602	(431,644)	1,626,656	690,587	497,778	1,758,225
Changes from principal
transactions
Net premiums	12,770,723	4,580,034	4,374,844	1,987,501	1,127,118	701,226
Cost of insurance and
administrative charges	(2,460,819)	(764,047)	(922,117)	(471,532)	(198,877)	(104,246)
Benefit payments	-	-	-	-	-	-
Surrenders	(1,567,128)	(239,246)	(333,959)	(155,182)	(820,016)	(18,725)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	2,140,348	(854,496)	643,961	(518,177)	1,491,088	1,377,972
Other	(17,068)	(9,279)	(21,837)	4,698	3,264	6,086
Increase (decrease) from principal
transactions	10,866,056	2,712,966	3,740,892	847,308	1,602,577	1,962,313
Total increase (decrease) in net assets	15,007,658	2,281,322	5,367,548	1,537,895	2,100,355	3,720,538
Net assets at beginning of year	29,630,753	8,105,328	10,853,005	7,882,782	2,040,960	748,678
Net assets at end of year	$44,638,411	$10,386,650	$16,220,553	$9,420,677	$4,141,315	$4,469,216

See accompanying notes.

FirstLine II                       156

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Van Eck
	Total Van Eck	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 3,012	$ 3,939	$ 9,896	$ (10,886)	$ 63
Net realized gains (losses) on
investments	73,144	(313,009)	(25,853)	410,384	1,622
Net unrealized gains (losses) on
investments	1,374,192	592,123	(9,920)	809,962	(17,973)
Increase (decrease) in net assets from
operations	1,450,348	283,053	(25,877)	1,209,460	(16,288)
Changes from principal
transactions
Net premiums	1,311,620	441,045	253,322	416,537	200,716
Cost of insurance and
administrative charges	(173,456)	(86,064)	(17,509)	(56,532)	(13,351)
Benefit payments	-	-	-	-	-
Surrenders	(33,331)	(23,325)	-	(5,545)	(4,461)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,919,235	602,367	(80,721)	1,091,100	306,489
Other	12,762	15,247	(819)	(2,117)	451
Increase (decrease) from principal
transactions	3,036,830	949,270	154,273	1,443,443	489,844
Total increase (decrease) in net assets	4,487,178	1,232,323	128,396	2,652,903	473,556
Net assets at beginning of year	1,816,999	1,073,755	205,807	461,156	76,281
Net assets at end of year	$6,304,177	$2,306,078	$334,203	$3,114,059	$549,837

See accompanying notes.

FirstLine II                       157

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	AIM
	Total AIM	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 260,755	$ 94,178	$ 166,577
Net realized gains (losses) on
Investments	84,032	92,256	(8,224)
Net unrealized gains (losses) on
Investments	1,036,932	1,257,369	(220,437)
Increase (decrease) in net assets from
operations	1,381,719	1,443,803	(62,084)
Changes from principal
transactions
Net premiums	3,211,568	1,497,094	1,714,474
Cost of insurance and
administrative charges	(382,131)	(216,619)	(165,512)
Benefit payments	-	-	-
Surrenders	(601,426)	(18,584)	(582,842)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	5,284,201	1,391,719	3,892,482
Other	9,171	7,073	2,098
Increase (decrease) from principal
transactions	7,521,383	2,660,683	4,860,700
Total increase (decrease) in net assets	8,903,102	4,104,486	4,798,616
Net assets at beginning of year	3,800,153	1,204,436	2,595,717
Net assets at end of year	$12,703,255	$5,308,922	$7,394,333

See accompanying notes.

FirstLine II                       158

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1998

	Total All Divisions	Total NB	Total Alger	Total Fidelity	Total INVESCO	Total Van Eck	Total AIM
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 16,007,172	$ 3,982,203	$ 4,326,660	$ 5,972,694	$ 1,463,539	$ 178,227	$ 83,849
Net realized gains (losses) on
investments	8,536,274	347,823	1,685,294	6,403,348	355,780	(260,570)	4,599
Net unrealized gains (losses) on
investments	18,766,977	(2,323,636)	5,825,800	15,230,082	248,681	(368,037)	154,087
Increase (decrease) in net assets
from operations	43,310,423	2,006,390	11,837,754	27,606,124	2,068,000	(450,380)	242,535
Changes from principal
transactions
Net premiums	128,820,440	12,563,792	13,089,164	92,335,231	8,092,294	875,501	1,864,458
Cost of insurance and
administrative charges	(14,458,798)	(2,063,802)	(2,525,683)	(8,200,381)	(1,481,570)	(108,634)	(78,728)
Benefit payments	(306,862)	(11,220)	(26,492)	(259,989)	(9,161)	-	-
Surrenders	(10,842,736)	(725,767)	(859,454)	(8,654,377)	(586,533)	(15,198)	(1,407)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(3,936,799)	8,461,193	4,831,250	(25,231,056)	6,011,967	216,552	1,773,295
Other	(41,582)	(87,331)	(18,626)	54,208	9,107	1,060	-
Increase (decrease) from principal
transactions	99,233,663	18,136,865	14,490,159	50,043,636	12,036,104	969,281	3,557,618
Total increase (decrease) in net assets	142,544,086	20,143,255	26,327,913	77,649,760	14,104,104	518,901	3,800,153
Net assets at beginning of year	162,486,020	26,924,496	28,100,608	90,636,169	15,526,649	1,298,098	-
Net assets at end of year	$305,030,106	$47,067,751	$54,428,521	$168,285,929	$29,630,753	$1,816,999	$3,800,153

See accompanying notes.

FirstLine II                       159

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	NB
	Total NB	Limited Maturity Bond	Growth	Government Income	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 3,982,203	$ 322,085	$1,526,449	$133,352	$ 2,000,317
Net realized gains (losses) on
investments	347,823	10,003	(264,148)	(53,894)	655,862
Net unrealized gains (losses) on
investments	(2,323,636)	59,369	(81,576)	(60,954)	(2,240,475)
Increase (decrease) in net assets
from operations	2,006,390	391,457	1,180,725	18,504	415,704
Changes from principal
transactions
Net premiums	12,563,792	3,839,599	2,578,265	31,593	6,114,335
Cost of insurance and
administrative charges	(2,063,802)	(492,782)	(393,894)	(14,839)	(1,162,287)
Benefit payments	(11,220)	-	-	-	(11,220)
Surrenders	(725,767)	(15,922)	(419,497)	(3,243)	(287,105)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	8,461,193	5,212,588	513,663	(894,126)	3,629,068
Other	(87,331)	(31,757)	3,226	(31,566)	(27,234)
Increase (decrease) from principal
transactions	18,136,865	8,511,726	2,281,763	(912,181)	8,255,557
Total increase (decrease) in net assets	20,143,255	8,903,183	3,462,488	(893,677)	8,671,261
Net assets at beginning of year	26,924,496	6,675,166	5,563,672	893,677	13,791,981
Net assets at end of year	$47,067,751	$15,578,349	$9,026,160	$ -	$22,463,242

See accompanying notes.

FirstLine II                       160

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	Alger
	Total Alger	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 4,326,660	$ 1,585,785	$ 539,729	$ 2,083,336	$ 117,810
Net realized gains (losses) on
investments	1,685,294	186,963	316,932	915,872	265,527
Net unrealized gains (losses) on
investments	5,825,800	166,990	1,022,340	3,099,428	1,537,042
Increase (decrease) in net assets
from operations	11,837,754	1,939,738	1,879,001	6,098,636	1,920,379
Changes from principal
transactions
Net premiums	13,089,164	4,154,774	2,573,424	5,298,963	1,062,003
Cost of insurance and
administrative charges	(2,525,683)	(803,988)	(473,224)	(989,260)	(259,211)
Benefit payments	(26,492)	(14,248)	(12,244)	-	-
Surrenders	(859,454)	(196,345)	(376,263)	(216,867)	(69,979)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	4,831,250	(35,168)	528,261	3,094,366	1,243,791
Other	(18,626)	(504)	(14,286)	1,597	(5,433)
Increase (decrease) from principal
transactions	14,490,159	3,104,521	2,225,668	7,188,799	1,971,171
Total increase (decrease) in net assets	26,327,913	5,044,259	4,104,669	13,287,435	3,891,550
Net assets at beginning of year	28,100,608	10,459,112	5,115,538	9,616,179	2,909,779
Net assets at end of year	$54,428,521	$15,503,371	$9,220,207	$22,903,614	$6,801,329

See accompanying notes.

FirstLine II                       161

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	Fidelity
	Total Fidelity	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 5,972,694	$ 745,317	$ 2,480,616	$ 886,122	$ 713,205	$ 1,147,434
Net realized gains (losses) on
investments	6,403,348	20,247	1,534,000	298,379	-	4,550,722
Net unrealized gains (losses) on
investments	15,230,082	315,702	4,444,805	707,398	-	9,762,177
Increase (decrease) in net assets
from operations	27,606,124	1,081,266	8,459,421	1,891,899	713,205	15,460,333
Changes from principal
transactions
Net premiums	92,335,231	2,713,832	8,443,426	5,709,711	55,421,815	20,046,447
Cost of insurance and
administrative charges	(8,200,381)	(490,838)	(1,358,671)	(939,010)	(1,769,895)	(3,641,967)
Benefit payments	(259,989)	-	(8,890)	(8,379)	(240,733)	(1,987)
Surrenders	(8,654,377)	(652,157)	(2,494,098)	(438,536)	(2,335,262)	(2,734,324)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(25,231,056)	1,440,884	1,798,160	2,169,798	(48,429,964)	17,790,066
Other	54,208	7,219	(14,128)	(29,375)	39,827	50,665
Increase (decrease) from principal
transactions	50,043,636	3,018,940	6,365,799	6,464,209	2,685,788	31,508,900
Total increase (decrease) in net assets	77,649,760	4,100,206	14,825,220	8,356,108	3,398,993	46,969,233
Net assets at beginning of year	90,636,169	6,137,073	18,074,922	12,225,779	15,013,259	39,185,136
Net assets at end of year	$168,285,929	$10,237,279	$32,900,142	$20,581,887	$18,412,252	$86,154,369

See accompanying notes.

FirstLine II                       162

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	INVESCO
	Total INVESCO	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 1,463,539	$ 271,636	$ 453,496	$ 720,665	$ 18,328	$ (586)
Net realized gains (losses) on
investments	355,780	136,473	342,342	(151,382)	35,245	(6,898)
Net unrealized gains (losses) on
investments	248,681	73,689	359,519	(541,125)	282,500	74,098
Increase (decrease) in net assets
from operations	2,068,000	481,798	1,155,357	28,158	336,073	66,614
Changes from principal
transactions
Net premiums	8,092,294	2,104,849	3,170,236	2,297,048	435,105	85,056
Cost of insurance and
administrative charges	(1,481,570)	(425,176)	(567,563)	(389,895)	(87,692)	(11,244)
Benefit payments	(9,161)	-	(9,161)	-	-	-
Surrenders	(586,533)	(56,509)	(192,220)	(329,292)	(8,210)	(302)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	6,011,967	2,955,200	1,315,595	931,519	201,017	608,636
Other	9,107	556	22,617	(18,840)	4,856	(82)
Increase (decrease) from principal
transactions	12,036,104	4,578,920	3,739,504	2,490,540	545,076	682,064
Total increase (decrease) in net assets	14,104,104	5,060,718	4,894,861	2,518,698	881,149	748,678
Net assets at beginning of year	15,526,649	3,044,610	5,958,144	5,364,084	1,159,811	-
Net assets at end of year	$29,630,753	$8,105,328	$10,853,005	$7,882,782	$2,040,960	$748,678

See accompanying notes.

FirstLine II                       163

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	Van Eck
	Total Van Eck	Worldwide Balanced	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 178,227	$ 44,624	$ 135,776	$ (212)	$ (1,736)	$ (225)
Net realized gains (losses) on
investments	(260,570)	4,682	(162,110)	130	(101,436)	(1,836)
Net unrealized gains (losses) on
investments	(368,037)	(23,403)	(395,698)	3,953	47,140	(29)
Increase (decrease) in net assets
from operations	(450,380)	25,903	(422,032)	3,871	(56,032)	(2,090)
Changes from principal
transactions
Net premiums	875,501	(1,347)	571,430	129,336	137,102	38,980
Cost of insurance and
administrative charges	(108,634)	(9,423)	(86,867)	(1,544)	(7,777)	(3,023)
Benefit payments	-	-	-	-	-	-
Surrenders	(15,198)	(3,105)	(11,871)	-	-	(222)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	216,552	(399,466)	111,286	74,151	387,960	42,621
Other	1,060	90	1,059	(7)	(97)	15
Increase (decrease) from principal
transactions	969,281	(413,251)	585,037	201,936	517,188	78,371
Total increase (decrease) in net assets	518,901	(387,348)	163,005	205,807	461,156	76,281
Net assets at beginning of year	1,298,098	387,348	910,750	-	-	-
Net assets at end of year	$1,816,999	$ -	$1,073,755	$205,807	$461,156	$76,281

See accompanying notes.

FirstLine II                       164

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1998

	AIM
	Total AIM	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$ 83,849	$ 24,053	$ 59,796
Net realized gains (losses) on
investments	4,599	(3,315)	7,914
Net unrealized gains (losses) on
investments	154,087	119,225	34,862
Increase (decrease) in net assets
from operations	242,535	139,963	102,572
Changes from principal
transactions
Net premiums	1,864,458	329,635	1,534,823
Cost of insurance and
administrative charges	(78,728)	(28,940)	(49,788)
Benefit payments	-	-	-
Surrenders	(1,407)	(1,407)	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,773,295	765,185	1,008,110
Other	-	-	-
Increase (decrease) from principal
transactions	3,557,618	1,064,473	2,493,145
Total increase (decrease) in net assets	3,800,153	1,204,436	2,595,717
Net assets at beginning of year	-	-	-
Net assets at end of year	$3,800,153	$1,204,436	$2,595,717

See accompanying notes.

FirstLine II                       165

Security Life Separate Account L1

Notes to Financial Statements

December 31, 2000

1. Organization

Security Life Separate Account L1 (the "Separate Account") was established by resolution of the Board of Directors of Security Life of Denver Insurance Company (the "Company") on November 3, 1993. The Separate Account is organized as a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940.

The Separate Account supports the operations of the FirstLine Variable Universal Life, FirstLine II Variable Universal Life, Strategic Advantage Variable Universal Life, Strategic Advantage II Variable Universal Life, Variable Survivorship Universal Life, Corporate Benefits Variable Universal Life, Strategic Benefits Variable Universal Life, and Estate Designer policies ("Variable Universal Life Policies") offered by the Company. Corporate Benefits Variable Universal Life and Strategic Benefits Variable Universal Life became effective in 2000 and are defined as Class B policies due to their mortality and expense charge structure. All other Variable Universal Life Policies are defined as Class A policies. The Separate Account may be used to support other variable life policies as they are offered by the Company. The assets of the Separate Account are the property of the Company. However, the portion of the Separate Account's assets attributable to the policies will not be used to satisfy liabilities arising out of any other operations of the Company.

As of December 31, 2000, the Separate Account offered 35 investment divisions available to the policyholders, 27 of which invest in an independently managed mutual fund portfolio and eight of which invest in a mutual fund portfolio managed by an affiliate, Direct Services, Inc. (collectively, "Funds"). The Funds are as follows:

Portfolio Managers/Portfolios (Funds)

Neuberger Berman Management Incorporated (NB)
	Neuberger Berman Limited Maturity Bond Portfolio
	Neuberger Berman Growth Portfolio
	Neuberger Berman Partners Portfolio
Fred Alger Management, Inc. (Alger)
	Alger American Small Capitalization Portfolio
	Alger American MidCap Growth Portfolio
	Alger American Growth Portfolio
	Alger American Leveraged AllCap Portfolio

FirstLine II                       166

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

Fidelity Management & Research Company (Fidelity)
	Fidelity Investments VIP II Asset Manager Portfolio
	Fidelity Investments VIP Growth Portfolio
	Fidelity Investments VIP Overseas Portfolio
	Fidelity Investments VIP Money Market Portfolio
	Fidelity Investments VIP II Index 500 Portfolio
INVESCO Funds Group, Inc. (INVESCO)
	INVESCO VIF Total Return Portfolio
	INVESCO VIF Equity Income Portfolio
	INVESCO VIF High Yield Portfolio
	INVESCO VIF Utilities Portfolio
	INVESCO VIF Small Company Growth Portfolio
Van Eck Associates Corporation (Van Eck)
	Van Eck Worldwide Hard Assets Portfolio
	Van Eck Worldwide Bond Portfolio
	Van Eck Worldwide Emerging Markets Portfolio
	Van Eck Worldwide Real Estate Portfolio
AIM Advisors, Inc. (AIM)
	AIM VI - Capital Appreciation Portfolio
	AIM VI - Government Securities Portfolio
Directed Services, Inc. ("GCG")
	The GCG Trust - Equity Income Portfolio
	The GCG Trust - Growth Portfolio
	The GCG Trust - Hard Assets Portfolio
	The GCG Trust - Limited Maturity Bond Portfolio
	The GCG Trust - Liquid Asset Portfolio
	The GCG Trust - MidCap Growth Portfolio
	The GCG Trust - Research Portfolio
	The GCG Trust - Total Return Portfolio
Janus Aspen Series Funds ("Janus")
	Aggressive Growth
	Growth
	International Growth
	Worldwide Growth

FirstLine II                       167

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

Effective February 19, 1998, six new divisions became available to the policyholders for investment in the following funds:

Van Eck Associates Corporation (Van Eck)
	Van Eck Worldwide Bond Portfolio
	Van Eck Worldwide Emerging Markets Portfolio
	Van Eck Worldwide Real Estate Portfolio
AIM Advisors, Inc. (AIM)
	AIM VI - Capital Appreciation Portfolio
	AIM VI - Government Securities Portfolio
INVESCO Funds Group, Inc. (INVESCO)
	INVESCO VIF Small Company Growth Portfolio

Effective May 1, 2000, eight new divisions became available to the policyholders for investment in the following funds:

Directed Services, Inc. ("GCG")
	GCG Trust - Equity Income Portfolio
	GCG Trust - Growth Portfolio
	GCG Trust - Hard Assets Portfolio
	GCG Trust - Limited Maturity Bond Portfolio
	GCG Trust - Liquid Asset Portfolio
	GCG Trust - MidCap Growth Portfolio
	GCG Trust - Research Portfolio
	GCG Trust - Total Return Portfolio

Effective October 13, 2000, four new divisions became available to the policyholders for investment in the following funds:

Janus Aspen Series Funds ("Janus")
	Aggressive Growth
	Growth
	International Growth
	Worldwide Growth

FirstLine II                       168

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

The Variable Universal Life Policies allow the policyholders to specify the allocation of their net premium to the various Funds. They can also transfer their account values among the Funds. The Variable Universal Life Policies also provide the policyholders the option to allocate their net premiums, or to transfer their account values, to a Guaranteed Interest Division ("GID") in the Company's general account. The GID guarantees a rate of interest to the policyholder, and it is not variable in nature. Therefore, it is not included in these Separate Account statements.

2. Summary of Significant Accounting Policies

The accompanying financial statements of the Separate Account have been prepared on the basis of accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The significant accounting principles followed by the Separate Account and the methods of applying those principles are presented below or in the footnotes which follow:

Investment Valuation

The investments in shares of the Funds are valued at the closing net asset value (market value) per share as determined by the Funds on the day of measurement.

Investment Transactions and Related Investment Income

The investments in shares of the Funds are accounted for on the date the order to buy or sell is confirmed. Dividend income and distributions of capital gains are recorded on the ex-dividend date. Realized gains and losses from sales transactions are reported using the first-in, first-out ("FIFO") method of accounting for cost. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized gain or loss on investment.

FirstLine II                       169

Security Life Separate Account L1

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Valuation Period Deductions

For FirstLine, FirstLine II, Strategic Advantage, Strategic Advantage II, Variable Survivorship and Estate Designer policies (Class A Policies), charges are made directly against the assets of the Separate Account divisions and are reflected daily in the computation of the unit values of the divisions.

A daily deduction, at an annual rate of .75% of the daily asset value of the Separate Account divisions, is charged to the Separate Account for mortality and expense risks assumed by the Company. Total mortality and expense charges for the years ended December 31, 2000, 1999 and 1998 were $4,508,171, $2,908,885, and $1,740,661, respectively.

For the Corporate Benefits and Strategic Benefits policies (Class B Policies), mortality and expense charges result in the redemption of units rather than a deduction in the daily computation of unit values.

For Corporate Benefits policies, a monthly deduction, at an annual rate of .20% of the account value, is charged. For Strategic Benefits policies, a monthly deduction, at an annual rate of .85%, .60% and .05% of the account value, is charged during policy years 1 through 10, 11 through 20, and 21 and later, respectively. Total mortality and expense charges for these policies for the year ended December 31, 2000 were $42,000 and are included in the Statement of Changes in Net Assets as cost of insurance and administrative charges.

Policyholder Reserves

Policyholder reserves are recorded in the Separate Account at the aggregate account values of the policyholders invested in the Separate Account divisions. To the extent that benefits to be paid to the policyholders exceed their account values, the Company will contribute additional funds to the benefit proceeds.

3. Investments

Fund shares are purchased at net asset value with net premiums (premium payments, less sales and tax loads charged by the Company) and divisional transfers from other divisions. Fund shares are redeemed for the payment of benefits, for surrenders, for transfers to other divisions, and for charges by the Company for certain cost of insurance and administrative charges. The cost of insurance and administrative charges for the years ended December 31, 2000, 1999 and 1998 were $30,552,382, $20,649,015, and $14,458,798, respectively. Dividends made by the Funds are reinvested in the Funds.

FirstLine II                       170

Security Life Separate Account L1

Notes to Financial Statements (continued)

3. Investments (continued)

The following is a summary of Fund shares owned as of December 31, 2000:

Fund	Number of Shares	Net Asset Value	Value of Shares at Market	Cost of Shares
Neuberger Berman Management Inc.:
Limited Maturity Bond	1,098,479.067	$13.19	$ 14,488,939	$ 14,317,177
Growth	650,381.500	$30.65	19,934,193	23,675,702
Partners	1,697,826.869	$16.17	27,453,860	26,760,069
Fred Alger Management, Inc.:
American Small Capitalization	1,116,503.632	$23.49	26,226,670	29,017,464
American MidCap Growth	1,087,203.730	$30.62	33,290,178	32,585,413
American Growth	1,059,757.353	$47.27	50,094,730	57,519,366
American Leveraged AllCap	627,987.182	$38.80	24,365,903	30,403,675
Fidelity Management & Research Co.:
Asset Manager	984,639.059	$16.00	15,754,225	16,794,005
Growth	1,571,275.140	$43.65	68,586,160	76,947,214
Overseas	2,160,503.810	$19.99	43,188,471	47,778,416
Money Market	62,301,092.280	$1.00	62,301,092	62,301,092
Index 500	1,209,792.397	$149.53	180,900,257	171,986,004
INVESCO Funds Group, Inc.:
Total Return	884,931.109	$13.21	11,689,940	13,758,395
Equity Income	1,039,790.088	$20.71	21,534,053	20,783,337
High Yield	1,040,905.170	$10.07	10,481,915	11,975,324
Utilities	370,959.040	$21.06	7,812,397	7,691,761
Small Company Growth	648,541.835	$18.07	11,719,151	14,096,290
Van Eck Associates Corporation:
Worldwide Hard Assets	191,662.125	$12.07	2,313,362	2,041,764
Worldwide Bond	89,819.082	$10.37	931,424	913,802
Worldwide Emerging Markets	550,588.884	$8.29	4,564,382	6,215,858
Worldwide Real Estate	123,569.451	$10.62	1,312,308	1,192,797
AIM Advisors, Inc.:
Capital Appreciation	1,654,352.662	$30.84	51,020,236	51,815,173
Government Securities	1,502,187.120	$11.16	16,764,408	16,599,323
Directed Services, Inc. (GCG):
Equity Income	-	-	-	-
Growth	62.340	$19.78	1,233	1,401
Hard Assets	-	-	-	-
Limited Maturity Bond	83,266.629	$10.53	876,798	922,084
Liquid Asset	1,991,502.030	$1.00	1,991,502	1,991,502
MidCap Growth	-	-	-	-
Research	-	-	-	-
Total Return	619.589	$17.00	10,533	11,083
Janus Funds:
Growth	9,242.830	$26.36	243,641	258,748
Aggressive Growth	14,583.894	$35.97	524,583	575,061
Worldwide Growth	8,686.977	$36.77	319,420	336,173
International Growth	13,727.681	$30.64	420,616	437,129
Total			$711,116,580	$741,702,602

FirstLine II                       171

Security Life Separate Account L1

Notes to Financial Statements (continued)

3. Investments (continued)

For the year ended December 31, 2000, the cost of purchases (plus reinvested dividends) and sales of investments are as follows:

Fund	Beginning of Year	Purchases	Sales	End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	$ 11,380,242	$ 7,233,774	$ (4,296,839)	$ 14,317,177
Growth	8,836,640	20,151,116	(5,312,054)	23,675,702
Partners	28,931,311	47,152,244	(49,323,486)	26,760,069
Fred Alger Management, Inc.:
American Small Capitalization	21,103,331	74,629,293	(66,715,160)	29,017,464
American MidCap Growth	13,903,676	21,597,617	(2,915,880)	32,585,413
American Growth	32,482,027	31,091,492	(6,054,153)	57,519,366
American Leveraged AllCap	16,645,127	19,821,075	(6,062,527)	30,403,675
Fidelity Management & Research Co.:
Asset Manager	12,533,037	7,123,256	(2,862,288)	16,794,005
Growth	48,588,495	109,439,111	(81,080,392)	76,947,214
Overseas	25,474,948	31,328,225	(9,024,757)	47,778,416
Money Market	34,799,038	248,428,475	(220,926,421)	62,301,092
Index 500	119,231,939	63,143,704	(10,389,639)	171,986,004
INVESCO Funds Group, Inc.:
Total Return	11,019,270	5,757,584	(3,018,459)	13,758,395
Equity Income	14,534,380	8,908,214	(2,659,257)	20,783,337
High Yield	9,910,525	4,917,230	(2,852,431)	11,975,324
Utilities	3,647,584	4,689,595	(645,418)	7,691,761
Small Company Growth	2,793,624	13,241,957	(1,939,291)	14,096,290
Van Eck Associates Corporation:
Worldwide Hard Assets	2,157,787	548,401	(664,424)	2,041,764
Worldwide Bond	341,712	782,955	(210,865)	913,802
Worldwide Emerging Markets	2,209,985	4,730,706	(724,833)	6,215,858
Worldwide Real Estate	567,839	963,776	(338,818)	1,192,797
AIM Advisors, Inc.:
Capital Appreciation	3,932,316	48,423,913	(541,056)	51,815,173
Government Securities	7,579,908	13,067,857	(4,048,442)	16,599,323
Directed Services, Inc. (GCG):
Equity Income
Growth	-	1,401	-	1,401
Hard Assets	-	-	-	-
Limited Maturity Bond	-	922,084	-	922,084
Liquid Asset	-	54,297,849	(52,306,347)	1,991,502
MidCap Growth	-	-	-	-
Research	-	-	-	-
Total Return	-	11,083	-	11,083
Janus Funds:
Growth	-	335,602	(76,854)	258,748
Aggressive Growth	-	575,493	(432)	575,061
Worldwide Growth	-	463,855	(127,682)	336,173
International Growth	-	446,417	(9,288)	437,129
Total	$432,604,741	$844,225,354	$(535,127,493)	$741,702,602

FirstLine II                       172

Security Life Separate Account L1

Notes to Financial Statements (continued)

3. Investments (continued)

Aggregate proceeds from sales of investments for the year ended December 31, 2000 were $540,823,407.

4. Other Policy Deductions

The Variable Universal Life Policies provide for certain deductions for sales and tax loads from premium payments received from the policyholders and for surrender charges and taxes from amounts paid to policyholders. Such deductions are taken before the purchase of divisional units or after the redemption of divisional units of the Separate Account. Such deductions are not included in the Separate Account financial statements.

5. Policy Loans

The Variable Universal Life Policies allow the policyholders to borrow against their policies by using them as collateral for a loan. At the time of borrowing against the policies, an amount equal to the loan amount is transferred from the Separate Account divisions to a Loan Division in the Company's General Account to secure the loan. As payments are made on the policy loan, amounts are transferred back from the Loan Division to the Separate Account divisions. Interest is credited to the balance in the Loan Division at a fixed rate. The Loan Division is not variable in nature and is not included in these Separate Account statements.

6. Federal Income Taxes

The Separate Account is not taxed separately because the operations of the Separate Account are part of the total operations of the Company. The Company is taxed as a life insurance company under the Internal Revenue Code. The Separate Account is not taxed as a "Regulated Investment Company" under subchapter "M" of the Internal Revenue Code.

FirstLine II                       173

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units

The following schedule summarizes the changes in divisional units for the year ended December 31, 2000:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond:
Class A	889,159.604	504,777.566	(308,746.826)	1,085,190.344
Class B	-	-	-	-
Growth:
Class A	434,338.368	585,182.288	(264,487.840)	755,032.816
Class B	-	-	-	-
Partners:
Class A	1,212,133.448	1,779,259.060	(1,860,035.005)	1,131,357.503
Class B	-	776.829	(49.785)	727.044
Fred Alger Management, Inc.:
American Small Capitalization:
Class A	1,055,757.484	2,800,960.511	(2,505,612.904)	1,351,105.091
Class B	-	55,711.543	(42.421)	55,669.122
American MidCap Growth:
Class A	576,738.314	560,214.726	(114,004.848)	1,022,948.192
Class B	-	4,663.845	(82.319)	4,581.526
American Growth:
Class A	1,257,371.637	778,072.130	(240,385.291)	1,795,058.476
Class B	-	11,643.541	(139.984)	11,503.557
American Leveraged AllCap:
Class A	425,281.099	336,729.473	(159,812.806)	602,197.766
Class B	-	-	-	-
Fidelity Management & Research Co.:
Asset Manager:
Class A	722,717.906	310,205.974	(154,339.584)	878,584.296
Class B	-	-	-	-
Growth:
Class A	1,676,236.646	2,952,178.456	(2,405,547.964)	2,222,867.138
Class B	-	40,990.125	(263.017)	40,727.108
Overseas:
Class A	1,716,617.627	1,467,555.053	(597,886.377)	2,586,286.303
Class B	-	83,821.190	(70.622)	83,750.568
Money Market:
Class A	2,763,648.297	18,979,254.070	(17,053,332.906)	4,689,569.461
Class B	-	-	-	-
Index 500:
Class A	4,772,484.597	1,767,429.327	(514,434.291)	6,025,479.633
Class B	-	714,452.306	(9,500.804)	704,951.502

FirstLine II                       174

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
INVESCO Funds Group, Inc.:
Total Return:
Class A	602,187.614	257,125.735	(161,306.002)	698,007.347
Class B	-	-	-	-
Equity Income:
Class A	621,047.937	283,695.785	(121,863.312)	782,880.410
Class B	-	23,229.266	(31.870)	23,197.396
High Yield:
Class A	536,863.946	285,666.502	(142,449.650)	680,080.798
Class B	-	2,314.001	(20.866)	2,293.135
Utilities:
Class A	189,409.984	190,914.332	(38,376.831)	341,947.485
Class B	-	-	-	-
Small Company Growth:
Class A	212,503.210	609,134.460	(163,138.502)	658,499.168
Class B	-	2,483.692	(24.219)	2,459.473
Van Eck Associates Corporation:
Worldwide Hard Assets:
Class A	236,972.429	53,067.697	(75,068.462)	214,971.664
Class B	-	-	-	-
Worldwide Bond:
Class A	33,114.078	77,355.439	(19,232.793)	91,236.724
Class B	-	51.386	(9.286)	42.100
Worldwide Emerging Markets:
Class A	228,819.195	390,868.355	(76,373.129)	543,314.421
Class B	-	36,097.306	(54.040)	36,043.266
Worldwide Real Estate:
Class A	64,967.173	103,195.970	(36,955.247)	131,207.896
Class B	-	439.384	(44.011)	395.373
AIM Advisors, Inc.:
Capital Appreciation:
Class A	323,846.032	377,520.848	(53,883.069)	647,483.811
Class B	-	3,435,588.521	(164.158)	3,435,424.363
Government Securities:
Class A	715,905.149	682,457.548	(376,148.854)	1,022,213.843
Class B	-	469,546.296	(11.016)	469,535.280

FirstLine II                       175

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Directed Services, Inc. (GCG):
Equity Income:
Class A	-	-	-	-
Class B	-	-	-	-
Growth:
Class A	-	-	-	-
Class B	-	103.679	-	103.679
Hard Assets:
Class A	-	-	-	-
Class B	-	-	-	-
Limited Maturity Bond:
Class A	-	-	-	-
Class B	-	80,478.798	-	80,478.798
Liquid Asset:
Class A	-	-	-	-
Class B	-	5,018,488.796	(4,834,556.175)	183,932.621
MidCap Growth:
Class A	-	-	-	-
Class B	-	-	-	-
Research:
Class A	-	-	-	-
Class B	-	-	-	-
Total Return:
Class A	-	-	-	-
Class B	-	908.365	-	908.365
Janus Aspen Series Funds:
Growth:
Class A	-	37,656.545	(8,226.269)	29,430.276
Class B	-	-	-	-
Aggressive Growth:
Class A	-	53,792.856	(40.067)	53,752.789
Class B	-	22,786.649	-	22,786.649
Worldwide Growth:
Class A	-	33,160.748	(13,450.203)	19,710.545
Class B	-	17,011.166	-	17,011.166
International Growth:
Class A	-	43,058.359	(952.283)	42,106.076
Class B	-	6,269.387	-	6,269.387

FirstLine II                       176

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

The following schedule summarizes the changes in divisional units for the year ended December 31, 1999:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	1,245,559.121	421,349.898	(777,749.415)	889,159.604
Growth	447,486.376	233,319.969	(246,467.977)	434,338.368
Partners	986,298.018	385,667.451	(159,832.021)	1,212,133.448
Fred Alger Management, Inc.:
American Small Capitalization	838,692.418	603,898.891	(386,833.825)	1,055,757.484
American MidCap Growth	402,532.472	225,361.191	(51,155.349)	576,738.314
American Growth	923,696.066	585,374.403	(251,698.832)	1,257,371.637
American Leveraged AllCap	221,642.446	410,084.371	(206,445.718)	425,281.099
Fidelity Management & Research Co.:
Asset Manager	600,255.213	393,745.577	(271,282.884)	722,717.906
Growth	1,293,480.338	2,233,512.279	(1,850,755.971)	1,676,236.646
Overseas	1,429,659.907	963,512.218	(676,554.498)	1,716,617.627
Money Market	1,526,404.399	9,068,762.545	(7,831,518.647)	2,763,648.297
Index 500	3,215,990.519	1,840,375.191	(283,881.113)	4,772,484.597
INVESCO Funds Group, Inc.:
Total Return	450,557.216	300,554.107	(148,923.709)	602,187.614
Equity Income	473,616.752	252,971.948	(105,540.763)	621,047.937
High Yield	486,858.648	226,071.484	(176,066.186)	536,863.946
Utilities	110,379.616	140,069.045	(61,038.677)	189,409.984
Small Company Growth	67,506.441	210,114.805	(65,118.036)	212,503.210
Van Eck Associates Corporation:
Worldwide Hard Assets	132,513.824	246,466.322	(142,007.717)	236,972.429
Worldwide Bond	18,656.317	43,237.412	(28,779.651)	33,114.078
Worldwide Emerging Markets	67,354.295	582,654.548	(421,189.648)	228,819.195
Worldwide Real Estate	8,765.232	67,514.147	(11,312.206)	64,967.173
AIM Advisors, Inc.:
Capital Appreciation	105,457.867	263,795.629	(45,407.464)	323,846.032
Government Securities	246,150.062	723,064.769	(253,309.682)	715,905.149

FirstLine II                       177

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Summary of Changes in Units (continued)

The following schedule summarizes the changes in divisional units for the year ended December 31, 1998:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	552,985.394	801,233.327	(108,659.600)	1,245,559.121
Growth	316,146.084	250,854.619	(119,514.327)	447,486.376
Government Income	75,811.559	58.537	(75,870.096)	-
Partners	626,285.721	455,096.290	(95,083.993)	986,298.018
Fred Alger Management, Inc.:
American Small Capitalization	648,733.740	333,770.247	(143,811.569)	838,692.418
American MidCap Growth	288,809.482	167,037.228	(53,314.238)	402,532.472
American Growth	569,990.309	442,313.190	(88,607.433)	923,696.066
American Leveraged AllCap	148,542.639	102,168.282	(29,068.475)	221,642.446
Fidelity Management & Research Co.:
Asset Manager	410,906.106	270,972.780	(81,623.673)	600,255.213
Growth	983,842.388	614,542.294	(304,904.344)	1,293,480.338
Overseas	950,328.899	861,220.218	(381,889.210)	1,429,659.907
Money Market	1,303,059.881	5,059,561.984	(4,836,217.466)	1,526,404.399
Index 500	1,863,056.104	1,617,935.444	(265,001.029)	3,215,990.519
INVESCO Funds Group, Inc.:
Total Return	184,042.238	307,178.543	(40,663.565)	450,557.216
Equity Income	297,553.033	216,644.366	(40,580.647)	473,616.752
High Yield	333,501.857	283,205.205	(129,848.414)	486,858.648
Utilities	78,118.685	41,701.114	(9,440.183)	110,379.616
Small Company Growth	-	71,535.065	(4,028.624)	67,506.441
Van Eck Associates Corporation:
Worldwide Balanced	32,139.282	190.627	(32,329.909)	-
Worldwide Hard Assets	77,046.773	68,491.375	(13,024.324)	132,513.824
Worldwide Bond	-	18,882.425	(226.108)	18,656.317
Worldwide Emerging Markets	-	105,064.405	(37,710.110)	67,354.295
Worldwide Real Estate	-	9,848.072	(1,082.840)	8,765.232
AIM Advisors, Inc.:
Capital Appreciation	-	108,895.839	(3,437.972)	105,457.867
Government Securities	-	261,432.015	(15,281.953)	246,150.062

FirstLine II                       178

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Net Assets

Net assets at December 31, 2000 consisted of the following:

Division	Principal Transactions	Accumulated Investment Income (Loss)	Accumulated Net Realized Gains (Losses) on Investments	Net Unrealized Gains (Losses) on Investments	Net Assets
Neuberger Berman Management Inc.:
Limited Maturity Bond	$ 12,875,450	$ 2,040,309	$ (593,370)	$ 171,762	$ 14,494,151
Growth	16,507,147	3,350,605	3,828,663	(3,741,509)	19,944,906
Partners	22,990,354	7,470,143	(3,598,509)	693,791	27,555,779
Fred Alger Management, Inc.:
American Small Capitalization	24,994,589	13,518,183	(9,552,848)	(2,790,794)	26,169,130
American MidCap Growth	25,790,401	4,859,141	1,939,444	704,765	33,293,751
American Growth	42,065,399	10,516,454	4,961,215	(7,424,636)	50,118,432
American Leveraged AllCap	22,124,855	2,992,031	5,298,494	(6,037,772)	24,377,608
Fidelity Management & Research Co.:
Asset Manager	13,593,835	3,007,490	193,073	(1,039,780)	15,754,618
Growth	52,479,909	12,125,623	12,261,725	(8,361,054)	68,506,203
Overseas	39,756,895	5,133,376	3,021,551	(4,589,945)	43,321,877
Money Market	56,817,693	5,197,119	-	-	62,014,812
Index 500	154,623,275	3,154,401	14,248,512	8,914,253	180,940,441
INVESCO Funds Group, Inc.:
Total Return	11,552,212	2,025,307	185,567	(2,068,455)	11,694,631
Equity Income	17,049,701	2,143,899	1,591,780	750,716	21,536,096
High Yield	10,481,018	1,938,615	(429,872)	(1,493,409)	10,496,352
Utilities	6,663,951	338,852	688,493	120,636	7,811,932
Small Company Growth	12,539,097	260,565	1,425,580	(2,377,139)	11,848,103
Van Eck Associates Corporation:
Worldwide Hard Assets	2,194,793	156,270	(309,310)	271,598	2,313,351
Worldwide Bond	929,038	25,274	(40,507)	17,622	931,427
Worldwide Emerging Markets	5,860,675	(43,813)	396,614	(1,651,476)	4,562,000
Worldwide Real Estate	1,178,540	7,326	6,931	119,511	1,312,308
AIM Advisors, Inc.:
Capital Appreciation	50,999,939	326,605	507,069	(794,937)	51,038,676
Government Securities	15,834,280	707,601	56,932	165,085	16,763,898

FirstLine II                       179

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Net Assets (continued)

Division	Principal Transactions	Accumulated Investment Income (Loss)	Accumulated Net Realized Gains (Losses) on Investments	Net Unrealized Gains (Losses) on Investments	Net Assets
Directed Services, Inc. (GCG):
Equity Income	$ -	$ -	$ -	$ -	$ -
Growth	1,311	90	-	(168)	1,233
Hard Assets	-	-	-	-	-
Limited Maturity Bond	867,803	54,281	-	(45,286)	876,798
Liquid Asset	1,130,199	861,303	-	-	1,991,502
MidCap Growth	-	-	-	-	-
Research	-	-	-	-	-
Total Return	10,297	786	-	(550)	10,533
Janus Aspen Series Funds:
Growth	260,474	(180)	(1,546)	(15,107)	243,641
Aggressive Growth	575,365	(218)	(86)	(50,478)	524,583
Worldwide Growth	343,821	(64)	(7,584)	(16,753)	319,420
International Growth	437,045	597	(513)	(16,513)	420,616
Total	$623,529,361	$82,167,971	$36,077,498	$(30,586,022)	$711,188,808

FirstLine II                       180

APPENDIX A

Factors for the
Cash Value Accumulation Test
For a Life Insurance Policy

Attained Age	Male	Female	Unisex	Attained Age	Male	Female	Unisex	Attained Age	Male	Female	Unisex
0	11.727	14.234	12.149
1	11.785	14.209	12.194	34	4.188	4.902	4.314	67	1.617	1.815	1.657
2	11.458	13.815	11.857	35	4.052	4.742	4.173	68	1.583	1.769	1.620
3	11.128	13.417	11.515	36	3.920	4.586	4.037	69	1.550	1.724	1.585
4	10.803	13.023	11.178	37	3.793	4.437	3.906	70	1.518	1.681	1.552
5	10.481	12.635	10.845	38	3.670	4.293	3.780	71	1.488	1.639	1.520
6	10.161	12.253	10.514	39	3.553	4.154	3.658	72	1.459	1.599	1.489
7	9.844	11.875	10.187	40	3.439	4.021	3.541	73	1.432	1.560	1.460
8	9.530	11.505	9.863	41	3.330	3.894	3.429	74	1.406	1.524	1.433
9	9.221	11.141	9.545	42	3.226	3.771	3.322	75	1.382	1.490	1.407
10	8.918	10.784	9.233	43	3.125	3.654	3.218	76	1.359	1.457	1.383
11	8.623	10.436	8.928	44	3.028	3.541	3.119	77	1.338	1.427	1.360
12	8.338	10.098	8.634	45	2.936	3.432	3.023	78	1.318	1.398	1.338
13	8.066	9.771	8.353	46	2.846	3.328	2.931	79	1.299	1.371	1.318
14	7.808	9.455	8.085	47	2.761	3.227	2.843	80	1.281	1.345	1.298
15	7.564	9.150	7.831	48	2.678	3.129	2.758	81	1.264	1.321	1.280
16	7.335	8.857	7.592	49	2.599	3.035	2.676	82	1.248	1.298	1.262
17	7.118	8.575	7.364	50	2.522	2.945	2.597	83	1.233	1.277	1.245
18	6.911	8.302	7.148	51	2.449	2.858	2.522	84	1.218	1.257	1.230
19	6.713	8.038	6.939	52	2.378	2.774	2.449	85	1.205	1.238	1.215
20	6.521	7.782	6.737	53	2.311	2.693	2.379	86	1.193	1.221	1.202
21	6.334	7.534	6.540	54	2.246	2.615	2.312	87	1.181	1.205	1.189
22	6.150	7.293	6.347	55	2.184	2.540	2.248	88	1.171	1.190	1.177
23	5.969	7.059	6.158	56	2.125	2.468	2.187	89	1.160	1.176	1.166
24	5.791	6.831	5.971	57	2.068	2.398	2.128	90	1.151	1.163	1.155
25	5.615	6.611	5.788	58	2.014	2.330	2.071	91	1.141	1.150	1.144
26	5.441	6.396	5.608	59	1.962	2.265	2.017	92	1.131	1.137	1.133
27	5.271	6.188	5.431	60	1.912	2.201	1.965	93	1.120	1.125	1.122
28	5.104	5.986	5.258	61	1.864	2.139	1.915	94	1.109	1.112	1.110
29	4.940	5.791	5.089	62	1.818	2.079	1.867	95	1.097	1.098	1.097
30	4.781	5.601	4.925	63	1.774	2.022	1.821	96	1.083	1.084	1.084
31	4.626	5.418	4.765	64	1.732	1.967	1.777	97	1.069	1.069	1.069
32	4.476	5.241	4.610	65	1.692	1.914	1.735	98	1.054	1.054	1.054
33	4.330	5.069	4.459	66	1.654	1.863	1.695	99	1.040	1.040	1.040
								100	1.000	1.000	1.000

FirstLine II   			181

APPENDIX B

Factors for the
Guideline Premium/Cash Value Corridor Test
For a Life Insurance Policy

Attained Age	Factor	Attained Age	Factor	Attained Age	Factor	Attained Age	Factor
0	2.50	25	2.50	50	1.85	75	1.05
1	2.50	26	2.50	51	1.78	76	1.05
2	2.50	27	2.50	52	1.71	77	1.05
3	2.50	28	2.50	53	1.64	78	1.05
4	2.50	29	2.50	54	1.57	79	1.05
5	2.50	30	2.50	55	1.50	80	1.05
6	2.50	31	2.50	56	1.46	81	1.05
7	2.50	32	2.50	57	1.42	82	1.05
8	2.50	33	2.50	58	1.38	83	1.05
9	2.50	34	2.50	59	1.34	84	1.05
10	2.50	35	2.50	60	1.30	85	1.05
11	2.50	36	2.50	61	1.28	86	1.05
12	2.50	37	2.50	62	1.26	87	1.05
13	2.50	38	2.50	63	1.24	88	1.05
14	2.50	39	2.50	64	1.22	89	1.05
15	2.50	40	2.50	65	1.20	90	1.05
16	2.50	41	2.43	66	1.19	91	1.04
17	2.50	42	2.36	67	1.18	92	1.03
18	2.50	43	2.29	68	1.17	93	1.02
19	2.50	44	2.22	69	1.16	94	1.01
20	2.50	45	2.15	70	1.15	95	1.00
21	2.50	46	2.09	71	1.13	96	1.00
22	2.50	47	2.03	72	1.11	97	1.00
23	2.50	48	1.97	73	1.09	98	1.00
24	2.50	49	1.91	74	1.07	99	1.00
						100	1.00

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

FirstLine II   			182

APPENDIX C

Performance Information

POLICY PERFORMANCE

The following hypothetical illustrations demonstrate how the actual investment experience of each variable investment option of the separate account affects the cash surrender value, account value and death benefit of a policy. These hypothetical illustrations are based on the actual historical return of each portfolio as if a policy had been issued on the date indicated. Each portfolio's annual total return is based on the total return calculated for each fiscal year. These annual total return figures reflect the net portfolio's management fees after any voluntary waiver and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions, which if reflected, would result in lower total return figures than those shown.

The illustrations are based on the payment of a $3,750 annual premium, received at the beginning of each year, for a hypothetical policy with a $200,000 stated death benefit, the cash value accumulation test, death benefit option 1, issued to a preferred, tobacco non-user male, age 45. In each case, it is assumed that all premium is allocated to the variable investment option illustrated for the period shown. The benefits are calculated for a specific date. The amount and timing of premium payments and the use of other policy features, such as policy loans, would affect individual policy benefits.

The amounts shown for the cash surrender values, account values and death benefits take into account the charges from premium, current cost of insurance and monthly deductions, the daily charge against the separate account for mortality and expense risks, and each portfolio's charges and expenses. See Charges, Deductions and Refunds, page 45.

FirstLine II   			183

HYPOTHETICAL ILLUSTRATIONS
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
AIM V.I. Capital Appreciation Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.50%	1,429	2,917	200,000
12/31/95	35.69%	6,165	7,840	200,000
12/31/96	17.58%	10,582	12,445	200,000
12/31/97	13.51%	15,225	17,275	200,000
12/31/98	19.30%	21,654	23,854	200,000
12/31/99	44.61%	36,208	38,408	200,000
12/31/00	-10.91%	34,169	36,369	200,000
AIM V.I. Government Securities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-3.73%	1,234	2,721	200,000
12/31/95	15.56%	4,724	6,399	200,000
12/31/96	2.29%	7,450	9,312	200,000
12/31/97	8.16%	11,021	13,071	200,000
12/31/98	7.73%	14,795	16,995	200,000
12/31/99	-1.32%	17,137	19,337	200,000
12/31/00	10.12%	21,923	24,123	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			184

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	40.39%	2,627	4,114	200,000
12/31/92	12.38%	6,096	7,771	200,000
12/31/93	22.47%	11,032	12,895	200,000
12/31/94	1.45%	13,808	15,858	200,000
12/31/95	36.37%	23,198	25,398	200,000
12/31/96	13.35%	29,559	31,759	200,000
12/31/97	25.75%	40,977	43,177	200,000
12/31/98	48.07%	65,774	67,699	200,000
12/31/99	33.74%	92,070	93,720	216,588
12/31/00	-14.78%	80,207	81,582	200,000
Alger American Leveraged AllCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	12.04%	1,730	3,217	200,000
12/31/97	19.68%	5,555	7,230	200,000
12/31/98	57.83%	14,021	15,883	200,000
12/31/99	78.06%	31,355	33,405	200,000
12/31/00	-24.83%	24,778	26,978	200,000
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-1.54%	1,303	2,790	200,000
12/31/95	44.45%	6,512	8,187	200,000
12/31/96	11.90%	10,350	12,213	200,000
12/31/97	15.01%	15,192	17,242	200,000
12/31/98	30.30%	23,846	26,046	200,000
12/31/99	31.85%	35,660	37,860	200,000
12/31/00	9.18%	41,869	44,069	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			185

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	57.54%	3,172	4,660	200,000
12/31/92	3.55%	6,021	7,696	200,000
12/31/93	13.28%	9,952	11,814	200,000
12/31/94	-4.38%	11,850	13,900	200,000
12/31/95	44.31%	21,886	24,086	200,000
12/31/96	4.18%	25,595	27,795	200,000
12/31/97	11.39%	31,596	33,796	200,000
12/31/98	15.53%	39,981	41,906	200,000
12/31/99	43.42%	62,004	63,654	200,000
12/31/00	-27.20%	46,421	47,796	200,000
Fidelity VIP Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	45.51%	2,789	4,277	200,000
12/31/92	9.32%	6,052	7,727	200,000
12/31/93	19.37%	10,644	12,506	200,000
12/31/94	-0.02%	13,187	15,237	200,000
12/31/95	35.36%	22,170	24,370	200,000
12/31/96	14.71%	28,770	30,970	200,000
12/31/97	23.48%	39,219	41,419	200,000
12/31/98	39.49%	59,376	61,301	200,000
12/31/99	37.44%	85,915	87,565	202,364
12/31/00	-10.96%	78,441	79,816	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			186

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Fidelity VIP Money Market
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	6.09%	1,542	3,030	200,000
12/31/92	3.90%	4,363	6,038	200,000
12/31/93	3.23%	7,168	9,030	200,000
12/31/94	4.25%	10,244	12,294	200,000
12/31/95	5.87%	13,676	15,876	200,000
12/31/96	5.41%	17,306	19,506	200,000
12/31/97	5.51%	21,074	23,274	200,000
12/31/98	5.46%	25,224	27,149	200,000
12/31/99	5.17%	29,404	31,054	200,000
12/31/00	6.30%	34,071	35,446	200,000
Fidelity VIP Overseas Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	8.00%	1,602	3,090	200,000
12/31/92	-10.72%	3,522	5,197	200,000
12/31/93	37.35%	9,126	10,989	200,000
12/31/94	1.72%	11,922	13,972	200,000
12/31/95	9.74%	16,102	18,302	200,000
12/31/96	13.15%	21,503	23,703	200,000
12/31/97	11.56%	27,099	29,299	200,000
12/31/98	12.81%	33,925	35,850	200,000
12/31/99	42.55%	53,004	54,654	200,000
12/31/00	-19.07%	44,545	45,920	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			187

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Fidelity VIP II Asset Manager Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	22.56%	2,062	3,549	200,000
12/31/92	11.71%	5,420	7,095	200,000
12/31/93	21.23%	10,082	11,944	200,000
12/31/94	-6.09%	11,717	13,767	200,000
12/31/95	16.96%	17,093	19,293	200,000
12/31/96	14.60%	22,943	25,143	200,000
12/31/97	20.65%	31,253	33,453	200,000
12/31/98	15.05%	39,411	41,336	200,000
12/31/99	11.09%	46,902	48,552	200,000
12/31/00	-3.87%	47,414	48,789	200,000
Fidelity VIP II Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93	9.74%	1,657	3,145	200,000
12/31/94	1.04%	4,303	5,978	200,000
12/31/95	37.19%	10,181	12,043	200,000
12/31/96	22.71%	16,163	18,213	200,000
12/31/97	32.82%	25,641	27,841	200,000
12/31/98	28.31%	36,927	39,127	200,000
12/31/99	20.52%	48,013	50,213	200,000
12/31/00	-9.30%	45,721	47,646	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			188

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
The GCG Trust Fully Managed Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	28.93%	2,263	3,751	200,000
12/31/92	6.23%	5,268	6,943	200,000
12/31/93	7.59%	8,534	10,396	200,000
12/31/94	-7.27%	10,111	12,161	200,000
12/31/95	20.80%	15,806	18,006	200,000
12/31/96	16.36%	21,844	24,044	200,000
12/31/97	15.27%	28,479	30,679	200,000
12/31/98	5.89%	33,154	35,079	200,000
12/31/99	6.92%	38,387	40,037	200,000
12/31/00	21.97%	50,314	51,689	200,000
The GCG Trust Mid-Cap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	79.05%	3,859	5,346	200,000
12/31/00	8.18%	7,119	8,794	200,000
INVESCO VIF-Equity Income Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	29.25%	2,274	3,761	200,000
12/31/96	22.28%	6,382	8,057	200,000
12/31/97	28.17%	12,014	13,877	200,000
12/31/98	15.30%	17,147	19,197	200,000
12/31/99	14.84%	22,946	25,146	200,000
12/31/00	4.87%	26,889	29,089	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			189

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
INVESCO VIF-High Yield Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	19.76%	1,973	3,461	200,000
12/31/96	16.59%	5,642	7,317	200,000
12/31/97	17.33%	9,945	11,807	200,000
12/31/98	1.42%	12,706	14,756	200,000
12/31/99	9.20%	16,863	19,063	200,000
12/31/00	-11.68%	16,887	19,087	200,000
INVESCO VIF-Small Company Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	16.38%	1,867	3,354	200,000
12/31/99	91.06%	10,354	12,029	200,000
12/31/00	-14.98%	10,583	12,446	200,000
INVESCO VIF-Total Return Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	22.79%	2,069	3,557	200,000
12/31/96	12.18%	5,459	7,134	200,000
12/31/97	22.91%	10,301	12,163	200,000
12/31/98	9.56%	14,305	16,355	200,000
12/31/99	-3.40%	16,161	18,361	200,000
12/31/00	-2.17%	18,298	20,498	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			190

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	9.08%	1,636	3,124	200,000
12/31/96	12.76%	5,013	6,688	200,000
12/31/97	23.41%	9,803	11,665	200,000
12/31/98	25.48%	16,110	18,160	200,000
12/31/99	19.13%	22,669	24,869	200,000
12/31/00	5.28%	26,714	28,914	200,000
Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	16.19%	1,861	3,348	200,000
12/31/95	27.28%	6,203	7,878	200,000
12/31/96	7.33%	9,506	11,368	200,000
12/31/97	12.29%	13,832	15,882	200,000
12/31/98	33.33%	22,655	24,855	200,000
12/31/99	1.22%	25,571	27,771	200,000
12/31/00	-31.78%	18,329	20,529	200,000
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.58%	1,432	2,919	200,000
12/31/95	29.92%	5,819	7,494	200,000
12/31/96	17.73%	10,194	12,056	200,000
12/31/97	21.84%	16,047	18,097	200,000
12/31/98	34.71%	25,888	28,088	200,000
12/31/99	42.50%	41,651	43,851	200,000
12/31/00	-14.75%	37,209	39,409	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			191

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	23.15%	2,081	3,568	200,000
12/31/96	34.07%	6,935	8,610	200,000
12/31/97	17.22%	11,442	13,305	200,000
12/31/98	16.14%	16,628	18,678	200,000
12/31/99	78.93%	36,279	38,479	200,000
12/31/00	-16.14%	32,125	34,325	200,000
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	1.47%	1,397	2,885	200,000
12/31/95	27.25%	5,614	7,289	200,000
12/31/96	28.21%	11,039	12,901	200,000
12/31/97	20.90%	16,922	18,972	200,000
12/31/98	27.13%	25,393	27,593	200,000
12/31/99	62.98%	47,214	49,414	200,000
12/31/00	-15.99%	41,288	43,488	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			192

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Neuberger Berman Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	29.73%	2,289	3,776	200,000
12/31/92	9.54%	5,523	7,198	200,000
12/31/93	6.79%	8,724	10,586	200,000
12/31/94	-4.99%	10,598	12,648	200,000
12/31/95	31.73%	18,109	20,309	200,000
12/31/96	9.14%	22,831	25,031	200,000
12/31/97	29.01%	33,458	35,658	200,000
12/31/98	15.53%	42,126	44,051	200,000
12/31/99	50.40%	68,348	69,998	200,000
12/31/00	-11.66%	62,325	63,700	200,000
Neuberger Berman Limited Maturity Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	11.34%	1,708	3,195	200,000
12/31/92	5.18%	4,615	6,290	200,000
12/31/93	6.63%	7,744	9,606	200,000
12/31/94	-0.15%	10,284	12,334	200,000
12/31/95	10.94%	14,498	16,698	200,000
12/31/96	4.31%	17,953	20,153	200,000
12/31/97	6.74%	22,038	24,238	200,000
12/31/98	4.39%	25,947	27,872	200,000
12/31/99	1.48%	29,029	30,679	200,000
12/31/00	6.78%	33,833	35,208	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			193

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Neuberger Berman Partners Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	36.47%	2,502	3,990	200,000
12/31/96	29.57%	7,178	8,853	200,000
12/31/97	31.25%	13,398	15,260	200,000
12/31/98	4.21%	16,703	18,753	200,000
12/31/99	7.37%	20,812	23,012	200,000
12/31/00	0.70%	23,577	25,777	200,000
Pilgrim Growth Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
Pilgrim MagnaCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
Pilgrim MidCap Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			194

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Pilgrim SmallCap Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	21.39%	2,025	3,512	200,000
12/31/96	13.61%	5,505	7,180	200,000
12/31/97	15.81%	9,628	11,491	200,000
12/31/98	17.30%	14,699	16,749	200,000
12/31/99	141.03%	45,166	47,366	200,000
12/31/00	1.09%	48,204	50,404	200,000
Putnam VT Growth and Income Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	1.46%	1,397	2,884	200,000
12/31/00	7.92%	4,453	6,128	200,000
Putnam VT New Opportunities Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	69.10%	3,541	5,028	200,000
12/31/00	-26.20%	3,991	5,666	200,000
Putnam VT Small Cap Value Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/00	24.44%	2,121	3,609	200,000
Putnam VT Voyager Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	58.01%	3,187	4,675	200,000
12/31/00	-16.54%	4,479	6,154	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			195

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Van Eck Worldwide Bond Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	18.39%	1,930	3,418	200,000
12/31/92	-5.25%	4,168	5,843	200,000
12/31/93	7.79%	7,373	9,236	200,000
12/31/94	-1.32%	9,772	11,822	200,000
12/31/95	17.30%	14,877	17,077	200,000
12/31/96	2.53%	17,991	20,191	200,000
12/31/97	2.38%	21,069	23,269	200,000
12/31/98	12.75%	27,127	29,052	200,000
12/31/99	-7.82%	27,258	28,908	200,000
12/31/00	1.88%	30,391	31,766	200,000
Van Eck Worldwide Emerging Markets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	26.82%	2,197	3,684	200,000
12/31/97	-11.61%	3,989	5,664	200,000
12/31/98	-34.15%	3,533	5,396	200,000
12/31/99	100.28%	14,663	16,713	200,000
12/31/00	-41.87%	8,930	11,130	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			196

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Van Eck Worldwide Hard Assets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	-2.93%	1,259	2,746	200,000
12/31/92	-4.09%	3,603	5,278	200,000
12/31/93	64.83%	11,541	13,404	200,000
12/31/94	-4.78%	13,298	15,348	200,000
12/31/95	10.99%	17,836	20,036	200,000
12/31/96	18.04%	24,583	26,783	200,000
12/31/97	-1.67%	26,593	28,793	200,000
12/31/98	-30.93%	19,509	21,434	200,000
12/31/99	21.00%	27,259	28,909	200,000
12/31/00	11.41%	33,416	34,791	200,000
Van Eck Worldwide Real Estate Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-11.35%	995	2,483	200,000
12/31/99	-2.01%	3,468	5,143	200,000
12/31/00	18.71%	7,519	9,381	200,000

The assumptions underlying these values are described in Performance Information, page 183.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine II   			197

M Funds Supplement
Dated May 1, 2001, to
The Prospectus dated May 1, 2001, for
FIRSTLINE and FIRSTLINE II
VARIABLE UNIVERSAL LIFE
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
issued by
Security Life of Denver Insurance Company
and
Security Life Separate Account L1

This Supplement adds certain information contained in your Prospectus dated May 1, 2001. Please read it carefully and keep it with your Prospectus for future reference.

Investment Portfolios. Four additional investment portfolios are available under your Policy: Brandes International Equity Fund; Clifton Enhanced U. S. Equity Fund; Frontier Capital Appreciation Fund; and Turner Core Growth Fund. For a more complete description of the portfolios' investments, risks, costs and expenses, please see the accompanying prospectus for each portfolio.

* * * * * * * * * * * * * * * * *

The following information is added to the "Investment Portfolio Annual Expenses" on pages 7 - 8 and the "Investment Portfolio Objectives" on pages 14 - 17 of both FirstLine and FirstLine II:

Portfolio	Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	Total Net Portfolio Expenses
M Fund, Inc.
Brandes International Equity Fund	0.80%	N/A	0.25%	1.05%	N/A	1.05%
Clifton Enhanced U. S. Equity Fund	0.44%	N/A	0.25%	0.69%	N/A	0.69%
Frontier Capital Appreciation Fund	0.90%	N/A	0.25%	1.15%	N/A	1.15%
Turner Core Growth Fund	0.45%	N/A	0.25%	0.70%	N/A	0.70%

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Brandes International Equity Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Brandes Investment Partners, LP	Seeks to provide long-term capital appreciation through investing mainly in equity securities of foreign issuers, including common stocks, preferred stocks and securities that are convertible into common stocks.
Clifton Enhanced U. S. Equity Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: The Clifton Group	Seeks to provide above-market total return through investing in futures contracts on the Standard & Poor's 500 Composite Stock Price Index with the goal of earning a return equal to the Index. Since Futures Contracts do not require cash outlays, all of the Fund's assets are invested in a "cash" portfolio of high quality debt instruments designed to add small incremental return above that of the Index (and to meet margin requirements).
Frontier Capital Appreciation Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Frontier Capital Management Company, LLC	Seeks to provide maximum capital appreciation through investing in common stock of U. S. companies of all sizes with emphasis on stocks of companies with capitalizations of less than $3 billion.
Turner Core Growth Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Turner Investment Partners, Inc.	Seeks to provide long-term capital appreciation through investing mainly in common stocks of U. S. companies that show strong earnings potential and also have reasonable valuations.

* * * * * * * * * * * * * * * * *

The following information is added to Appendix C, "Hypothetical Illustrations" on pages 178 - 186 of FirstLine:

Appendix C

HYPOTHETICAL ILLUSTRATIONS

M Fund, Inc. Brandes international Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	2.26%	8,146	8,696	200,000
12/31/98	15.37%	19,085	19,635	200,000
12/31/99	47.86%	40,505	41,055	200,000
12/31/00	4.88%	50,681	51,231	200,000
M Fund, Inc. Clifton Enhanced U. S. Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	32.68%	10,817	11,367	200,000
12/31/98	23.69%	23,792	24,342	200,000
12/31/99	26.07%	40,260	40,810	200,000
12/31/00	-9.96%	43,163	43,713	200,000
M Fund, Inc. Frontier Capital Appreciation Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	22.13%	9,890	10,440	200,000
12/31/98	1.68%	18,472	19,022	200,000
12/31/99	44.17%	38,597	39,147	200,000
12/31/00	7.66%	50,018	50,568	200,000
M Fund, Inc. Turner Core Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	28.32%	10,434	10,984	200,000
12/31/98	34.56%	25,451	26,001	200,000
12/31/99	40.11%	47,147	47,697	200,000
12/31/00	-11.15%	48,631	49,181	200,000

The assumptions underlying these values are described in Performance Information, page 177.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

* * * * * * * * * * * * * * * * *

The following information is added to Appendix C, "Hypothetical Illustrations" on pages 173 - 181 of FirstLine II:

Appendix C

HYPOTHETICAL ILLUSTRATIONS

M Fund, Inc. Brandes international Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	2.26%	1,422	2,909	200,000
12/31/98	15.37%	4,929	6,604	200,000
12/31/99	47.86%	12,069	13,932	200,000
12/31/00	4.88%	15,439	17,489	200,000
M Fund, Inc. Clifton Enhanced U. S. Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	32.68%	2,382	3,870	200,000
12/31/98	23.69%	6,612	8,287	200,000
12/31/99	26.07%	12,070	13,932	200,000
12/31/00	-9.96%	12,919	14,969	200,000
M Fund, Inc. Frontier Capital Appreciation Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	22.13%	2,048	3,536	200,000
12/31/98	1.68%	4,739	6,414	200,000
12/31/99	44.17%	11,439	13,302	200,000
12/31/00	7.66%	15,236	17,286	200,000
M Fund, Inc. Turner Core Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	28.32%	2,244	3,732	200,000
12/31/98	34.56%	7,187	8,862	200,000
12/31/99	40.11%	14,467	16,330	200,000
12/31/00	-11.15%	14,838	16,888	200,000

The assumptions underlying these values are described in Performance Information, page 172.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

* * * * * * * * * * * * * * * * *

PART II

UNDERTAKING TO FILE REPORTS

Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 1, 1997 (File No. 33-74190).

UNDERTAKING REGARDING INDEMNIFICATION

Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 1, 1997 (File No. 33-74190).

UNDERTAKING REQUIRED BY SECTION 26(e)(2)(A) OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED

Security Life of Denver Insurance Company represents that the fees and charges deducted under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks assumed by the Company.

Contents of Registration Statement

This Registration Statement comprises the following papers and documents:

     The facing sheet.

     Cross-Reference table.

     The prospectuses.
          FirstLine
          FirstLine II

     A Supplement.

     The undertaking to file reports.

     The undertaking regarding indemnification.

     The undertaking required by Section 26(e)2(A) of the Investment Company Act of 1940, as amended.

     The signatures.

     Written consents of the following persons:
          James L. Livingston, Jr. (See Exhibit 6.A).
          Ernst & Young LLP (See Exhibit 7.A).
          Sutherland Asbill & Brennan LLP (See Exhibit 7.B).

     The following exhibits:

1.A	(1)	Resolution of the Executive Committee of the Board of Directors of Security Life of Denver Insurance Company ("Security Life of Denver") authorizing the establishment of the Registrant.6
	(2)	Not Applicable.
	(3)	(a)	Security Life of Denver Distribution Agreement.6
			(i)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.8
			(ii)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.7
			(iii)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.12
			(iv)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.
		(b)	Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedule. 5
			(i)	Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Paine Webber Incorporated.1
			(ii)	Compensation Schedule.11
			(iii)	Compensation Schedule K.
		(c)	Commission Schedule for Policies. 5
		(d)	Specimen Master Sales and Supervisory Agreement with Compensation Schedule.11
	(4)	Not Applicable.
	(5)	(a)	Specimen Variable Universal Life Insurance Policy (Form No. 1195 (VUL)-5/97). 1
			(i)	Specimen Variable Universal Life Policy issued in Massachusetts (Form No. 1195 (VUL)-MA-5/97).1
			(ii)	Specimen Variable Universal Life Policy issued in Maryland. (Form No. 1195 (VUL)-MA-5/97).1
			(iii)	Specimen Variable Universal Life Policy issued in Texas. (Form No. 1195 (VUL)-MA-5/97).1
			(iv)	Specimen Variable Universal Life Insurance Policy (Form No. 2500 (VUL)-7/97).2
			(v)	Specimen Variable Universal Life Insurance Policy (Form No. 2502 (VUL)-6/98).
		(b)	Adjustable Term Insurance Rider (Form No. R2000-3/96).1
		(c)	Right to Exchange Rider (Form No. R-1504).9
		(d)	Waiver of Cost of Insurance Rider (Form No. R-1505).9
		(e)	Waiver of Specified Premium Total Disability Rider (Form No. R-1506).9
		(f)	Aviation Exclusion Rider (Form No. S-9622).9
		(g)	Additional Insured Rider (Form No. R-2002).9
		(h)	Continuation of Coverage After Age 100 Endorsement.11
	(6)	(a)	Security Life of Denver's Restated Articles of Incorporation.6
		(b-g) Amendments to Articles of Incorporation through June 12, 1987.6
		(h)	Security Life of Denver's By-Laws.6
			(i)	Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997). 4
	(7)	Not Applicable.
	(8)	(a)	Addendum to Sales Agreement.6
			(i)	Participation Agreement by and among AIM Variable Insurance Funds, Inc., Life Insurance Company, on Behalf of Itself and its Separate Accounts and Name of Underwriter of Variable Contracts and Policies. 5
			(ii)	Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company.6
			(iii)	Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company.6
			(iv)	Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 6
			(v)	Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(vi)	Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company.6
			(vii)	Participation Agreement between Van Eck Investment Trust and the Trust's investment adviser, Van Eck Associates Corporation, and Security Life of Denver Insurance Company.6
			(viii)	Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.13
			(ix)	Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
			(x)	Form of Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Investments, LLC.
			(xi)	Form of Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, Inc.
		(b)	(i)	First Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Investment Trust and Van Eck Associates Corporation. 5
			(ii)	Second Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation. 5
			(iii)	Assignment and Modification Agreement between Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, Neuberger & Berman Advisers Management Trust, Advisers Managers Trust and Security Life of Denver Insurance Company. 5
			(iv)	First Amendment to Participation Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company.6
			(v)	First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(vi)	Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(vii)	First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(viii)	Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(ix)	First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.6
			(x)	Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.9
			(xi)	Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.9
			(xii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.4
			(xiii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.4
			(xiv)	Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.4
			(xv)	Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Investment Funds, Inc. and INVESCO Funds Group, Inc.6
			(xvi)	Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.6
			(xvii)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(xviii)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(xix)	Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.10
			(xx)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.10
			(xxi)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.10
			(xxii)	Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.10
			(xxiii)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.11
			(xxiv)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.14
			(xxv)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.14
			(xxvi)	Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc.14
			(xxvii)	Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company.14
			(xxviii)	Amendment to Janus Aspen Series Fund Participation Agreement.12
			(xxix)	Amendment No. 5 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.12
			(xxx)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.12
			(xxxi)	Sixth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.12
			(xxxii)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxxiii)	Ninth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxxiv)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
			(xxxv)	Form of Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxxvi)	Form of Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxxvii)	Form of Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.
			(xxxviii)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
		(c)	(i)	Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company.6
			(ii)	Expense Allocation Agreement between A I M Advisors, Inc., AIM Distributors, Inc. and Security Life of Denver.9
			(iii)	Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company.9
			(iv)	Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company.9
			(v)	Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company.9
			(vi)	Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver.9
			(vii)	Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company.14
			(viii)	Administrative and Shareholder Service Agreement between Directed Services, Inc. and Security Life of Denver Insurance Company.
			(ix)	Form of Administrative and Shareholder Service Agreement between ING Pilgrim Investments, LLC and Security Life of Denver Insurance Company.
		(d)	Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation.6
		(e)	Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation.6
	(9)	Not Applicable.
	(10)	(a)	Specimen Variable Life Insurance Application (Form No. Q-2006-9/97).2
			(i)	Variable Life Application Insert.7
			(ii)	Binding Limited Life Insurance Coverage Form.9
			(iii)	Automatic Telephone Privileges Sticker.9
			(iv)	Variable Life Application Insert.11
			(v)	Investment Feature Selection Form (Form No. V-153-00 rev.5/1/01).
			(vi)	Investment Feature Selection Form (Form No. V-174-01 rev.5/1/01).
			(vii)	Investment Feature Selection Form (Form No. V-121-00 rev.5/1/01).
		(b)	Specimen Variable Life Insurance Application (Form No. Q-1155-98).3
	(11)	Issuance, Transfer and Redemption Procedures Memorandum.
2.	Opinion and Consent of Gary W. Waggoner as to securities being registered.
3.	Not Applicable.
4.	Not Applicable.
5.	Not Applicable.
6.A	Opinion and Consent of James L. Livingston, Jr.
7.A	Consent of Ernst & Young LLP.
B	Consent of Sutherland Asbill & Brennan LLP.
8.	Not Applicable.
10.	Powers of Attorney.

_______________

1	Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 30, 1997 (File No. 33-88148).
2	To be used on or before May 1, 1998.
3	To be used on or before May 1, 1998, where Exhibit 1.A(10)(a)(i) has not been approved.
4	Incorporated herein by reference to Post-Effective Amendment No. 5 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on October 29, 1997 (File No. 33-74190).
5	Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on March 2, 1998 (File No. 33-74190).
6	Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 27, 1998 (File No. 33-74190).
7	Incorporated herein by reference to the Post-Effective Amendment No. 10 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 23, 1999 (File No. 33-74190).
8	Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on December 3, 1999 (File No. 333-90577).
9	Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 29, 1999 (File No. 33-74190).
10	Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on February 29, 2000 (File No. 333-72753).
11	Incorporated herein by reference to the Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 25, 2000 (File No. 33-74190).
12	Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on January 30, 2001 (File No. 333-50278).
13	Incorporated herein by reference to the Pre-Effective Amendment No. 2 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on February 2, 2000 (File No. 333-90577).
14	Incorporated herein by reference to the Post-Effective Amendment No. 13 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on October 13, 2000 (File No. 33-74190).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Security Life of Denver Insurance Company and the Registrant, Security Life Separate Account L1, certify that they meet all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under Securities Act of 1933 and have duly caused this Post-Effective Amendment No. 14 to the Registration Statement to be signed on their behalf by the undersigned, hereunto duly authorized, and their seal to be hereunto fixed and attested, all in the City and County of Denver and the State of Colorado on the 16th day of April, 2001.

                                                  SECURITY LIFE OF DENVER INSURANCE COMPANY
                                                  (Depositor)

                                                   BY: /s/ James L. Livingston, Jr.
                                                        James L. Livingston, Jr.
                                                        Executive Vice President and Chief Actuary

(Seal)

ATTEST:

/s/ Gary W. Waggoner
Gary W. Waggoner

                                                   SECURITY LIFE SEPARATE ACCOUNT L1
                                                   (Registrant)

                                                   BY: /s/ James L. Livingston, Jr.
                                                        James L. Livingston, Jr.
                                                        Executive Vice President and Chief Actuary

(Seal)

ATTEST:

/s/ Gary W. Waggoner
Gary W. Waggoner

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 14 to the Registration Statement has been signed below by the following persons in the capacities with Security Life of Denver Insurance Company and on the date indicated.

PRINCIPAL EXECUTIVE OFFICERS:

/s/ James L. Livingston, Jr.
James L. Livingston, Jr.
Executive Vice President, CFO and Chief Actuary

/s/ Douglas W. Campbell
Douglas W. Campbell
Senior Vice President

CHIEF FINANCIAL OFFICER:

/s/ Wayne R. Huneke*
Wayne R. Huneke
Chief Financial officer and Director

DIRECTORS:

/s/ Robert C. Salipante*
Robert C. Salipante

/s/ Mark A. Tullis*
Mark A. Tullis

BY: /s/ Stephen M. Christopher
       Stephen M. Christopher
      Attorney-in-Fact
      April 16, 2001

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.A(3)(a)(iv)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.
1.A(3)(b)(iii)	Compensation Schedule K.
1.A(5)(a)(v)	Specimen Variable Universal Life Insurance Policy (Form No. 2502 (VUL)-6/98).
1.A(8)(a)(ix)	Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
1.A(8)(a)(x)	Form of Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Investments, LLC.
1.A(8)(a)(xi)	Form of Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, Inc.
1.A(8)(b)(xxxii)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xxxiii)	Ninth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xxxiv)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
1.A(8)(b)(xxxv)	Form of Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xxxvi)	Form of Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xxxvii)	Form of Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.
1.A(8)(b)(xxxviii)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
1.A(8)(c)(viii)	Administrative and Shareholder Service Agreement between Directed Services, Inc. and Security Life of Denver Insurance Company.
1.A(8)(c)(ix)	Form of Administrative and Shareholder Service Agreement between ING Pilgrim Investments, LLC and Security Life of Denver Insurance Company.
1.A(10)(a)(v)	Investment Feature Selection Form (Form No. V-153-00 rev.5/1/01).
1.A(10)(a)(vi)	Investment Feature Selection Form (Form No. V-174-01 rev.5/1/01).
1.A(10)(a)(vii)	Investment Feature Selection Form (Form No. V-121-00 rev.5/1/01).
1.A(11)	Issuance, Transfer and Redemption Procedures Memorandum.
2.	Opinion and Consent of Gary W. Waggoner as to securities being registered.
6.A	Opinion and Consent of James L. Livingston, Jr.
7.A	Consent of Ernst & Young LLP.
B	Consent of Sutherland Asbill & Brennan LLP.
10.	Powers of Attorney

EX-1.A3AIV

EXHIBIT 1.A(3)(a)(iv)

AMENDMENT TO SECURITY LIFE OF DENVER INSURANCE COMPANY DISTRIBUTION AGREEMENT

     WHEREAS, Security Life and ING America Equities, Inc. (formerly known as SLD Equities Inc.) entered into a Distribution Agreement dated September 22, 1994;

     WHEREAS, the parties now desire to modify the list of products issued by Security Life and distributed by ING America Equities, Inc.;

     NOW THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows:

     1.     Schedule "A", Compensation Schedule is hereby deleted and replaced with the new Schedule "A" attached hereto.

Effective this 28th day of February, 2000.

By:	/s/ Gary W. Waggoner	By:	/s/ James L. Livingston, Jr.
	Gary W. Waggoner, Secretary		James L. Livingston, Jr., President
	Security Life of Denver Insurance Company		ING America Equities, Inc.

SCHEDULE "A"

COMPENSATION SCHEDULE

This Schedule "A" to the Distribution Agreement between Security Life of Denver Insurance Company ("Security Life") and ING America Equities, Inc. ("INGAE") dated September 22, 1994, sets forth the compensation to be paid to INGAE for its services as underwriter and distributor of the following products.

1.	EXCHEQUER ANNUITY (no longer being sold or issued)
	A Flexible Premium Deferred Combination Fixed & Variable Annuity Contract
	Total Gross Dealer Concessions earned in the first year by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE (pursuant to the Selling Broker-Dealer's election, this will be either 5% or 6% of funds actually received and accepted by Security Life during the first year of the contract), plus an additional 1% of funds actually received and accepted by Security Life during the first year of the contract.
	After the first year, all Trail Commissions calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
2.	FIRSTLINE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
3.	FIRSTLINE II
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
4.	STRATEGIC ADVANTAGE (no longer being sold or issued)
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
5.	STRATEGIC ADVANTAGE II
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
6.	VARIABLE SURVIVORSHIP UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
7.	CORPORATE BENEFITS VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
8.	ESTATE DESIGNER VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
9.	STRATEGIC BENEFIT VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.

All commissions shall be paid only on an earned basis, as calculated in the next commission cycle.

EX-1.A3BIII

EXHIBIT 1.A(3)(b)(iii)

SCHEDULE K

COMPENSATION SCHEDULE TO SELLING AGREEMENT
FOR SECURITY LIFE FIRSTLINE II AND
VARIABLE SURVIVORSHIP SETTLEMENT POLICIES

This Schedule is an attachment to the ING AMERICA EQUITIES, INC. ("ING America Equities") Selling Agreement by and among the parties pursuant to paragraph 17 of that Selling Agreement, effective as of July 7, 2000, or the date the Selling Agreement is made effective by Security Life, whichever is later, and expires July 15, 2001. The provisions of this Schedule shall apply only to Security Life FirstLine II Flexible Premium Variable Universal Life and Variable Survivorship Universal Life policies applied for while this Schedule is in effect and either as (i) additional insurance ("Additional Insurance") or (ii) insurance issued as a replacement ("Replacement Insurance"), each in connection with the settlement of certain litigation.⁽¹⁾ Any aspects not discussed herein are governed by the current Schedule B or H, as applicable. All compensation payable under this Schedule shall be subject to the terms and conditions contained herein at the time of issue of the policy by SECURITY LIFE OF DENVER INSURANCE COMPANY ("Security Life").

1. Commission Structure:

FirstLine II:

	PCA	SCA	RCA 2-10	RCA 11+	TRAIL 11+
Additional Insurance	25%	4%	4%	2%	0.15%
Replacement Policies	0% (rollover amounts) 95% (post-rollover premiums)	4%(post-rollover)	4% (post-rollover)	2% (post-rollover)	0.15%

Variable Survivorship:

	PCA	SCA	RCA 2-5	RCA 6+	TRAIL 5-20
Additional Insurance	25%	5%	5%	2%	0.20%
Replacement Policies	0% (rollover amounts) 90% (post-rollover premiums)	5% (post-rollover)	5% (post-rollover)	2% (post-rollover)	0.20%

_______________________

1. ¹ Weldon Ferguson, et al. v. Security Life of Denver Insurance Company, et al.; Cause #96-02149, 192^nd Judicial District Court.

PCA (Primary Commissionable Amount) is equal to the first year target premium as shown on the policy schedule pages and illustrations.

SCA (Secondary Commissionable Amount) is equal to the difference, if any, between the gross premiums paid in year one and the PCA.

RCA (Renewable Commissionable Amount) equals zero in the first policy year. In renewal years, the RCA equals the gross premium paid per segment less the PCA for that year, but never less than zero.

Premium received within 15 days prior to the policy anniversary will result in the agent receiving commission at the same rate as if the premium was paid on the anniversary date.

2. Trail Commissions: A trail commission is calculated on an annualized basis at the end of each month based on the policy's Account Value less policy debt at the end of the prior month. Trail commissions begin on the below specified policy anniversary. The trail commission is payable annually at the end of the policy year provided the policy is then in force and not subject to the Grace Period provision.

	Policy Year	Trail Commission Rate
FirstLine II	11+	0.15%
Variable Survivorship	5-20	0.20%

3. Commission Calculation: Commissions shall be calculated only on premium actually received and accepted by Security Life. Commissions shall be paid only on an earned basis. Outstanding loan amounts carried over are not considered commissionable premium.

4. Commission Chargeback: Security Life and ING America Equities shall require reimbursement from Selling Broker-Dealer equal to 100% of the commission paid in the amount of either of the following:

• Upon lapse or surrender by the Policy Owner during the first six months, or;
• A policy is returned to Security Life for refund of premium during the Free Look Period as described in the policy.

If a premium payment for which a commission has been paid is refunded by Security Life, a reimbursement of the commission paid on the amount refunded will be due from the Selling Broker-Dealer. The reimbursement may be deducted by ING America Equities from the next, or any subsequent, commission payment to Selling Broker-Dealer. If the amount to be reimbursed exceeds compensation otherwise due, Selling Broker-Dealer shall promptly reimburse ING America Equities before the next commission cycle. EX-1.A5AV 4 fl_policy.htm FIRSTLINE POLICY

Exhibit 1.A(5)(a)(v)

Security Life of Denver
Insurance Company

INSURED:	JOHN DOE
POLICY DATE:	May 1, 1998
POLICY NUMBER:	6700001
INITIAL STATED DEATH BENEFIT:	$100,000.00

WE AGREE TO PAY the death benefit to the beneficiary upon the death of the insured while this policy is in force.
WE ALSO AGREE to provide the other CENTERs and benefits of the policy. These agreements are subject to the provisions of the policy.

RIGHT TO EXAMINE PERIOD. You have the right to examine and return this policy within 10 days after receipt. The policy may be returned by delivering or mailing it to us at our Customer Service Center. Immediately upon return it will be deemed void as of the policy date. Upon return of the policy to us, we will refund all premiums paid.

Secretary
President

In this policy "you" and "your" refer to the owner of the policy. "We", "us" and "our" refer to Security Life of Denver Insurance Company.

This policy is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.

Death benefits and other values provided by this contract, when based on the investment experience of a separate account, are variable. These values may increase or decrease based on investment experience and are not guaranteed as to fixed dollar amount. Death benefits are payable by us upon the death of the insured. There is no maturity date. Flexible premiums are payable by you during the lifetime of the insured until the policy anniversary nearest the insured's 100^th birthday.

SECURITY LIFE OF DENVER INSURANCE COMPANY
A Stock Company

Customer Service Center
P. O. Box 173888; Denver, Colorado 80217
Toll Free Number: 1(800) 848-6362

Form 2502(VUL)						1

TABLE OF CONTENTS

SCHEDULE	5
DEFINITION OF TERMS	6
INSURANCE COVERAGE PROVISIONS	7
EFFECTIVE DATE OF COVERAGE	7
BASE DEATH BENEFIT	7
CHANGE IN REQUESTED INSURANCE COVERAGE	7
Requested Increases in Coverage	8
Requested Decreases in Coverage	8
Death Benefit Option Changes	8
CONTINUATION OF COVERAGE AFTER AGE 100	9
PAYOUT OF PROCEEDS	9
PREMIUM PROVISIONS	9
INITIAL PREMIUM ALLOCATION	9
SUBSEQUENT PREMIUM ALLOCATIONS	10
CHANGES TO PREMIUM ALLOCATIONS	10
SCHEDULED PREMIUMS	10
UNSCHEDULED PREMIUMS	10
NET PREMIUM	10
PREMIUM LIMITATION	11
VARIABLE ACCOUNT PROVISIONS	11
THE VARIABLE ACCOUNT	11
VARIABLE ACCOUNT DIVISIONS	11
CHANGES WITHIN THE VARIABLE ACCOUNT	11
GENERAL ACCOUNT PROVISIONS	12
THE GENERAL ACCOUNT	12
GUARANTEED INTEREST DIVISION	12
LOAN DIVISION	12
TRANSFER PROVISIONS	12

Form 2502 (VUL)					2

ACCOUNT VALUE PROVISIONS	13
ACCOUNT VALUES ON THE INVESTMENT DATE	13
ACCUMULATION UNIT VALUE	13
ACCUMULATION EXPERIENCE FACTOR	13
ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT	14
ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION	14
ACCOUNT VALUE OF THE LOAN DIVISION	14
MONTHLY DEDUCTION AND REFUND	15
MONTHLY DEDUCTION	15
COST OF INSURANCE	15
PERSISTENCY REFUND	15
LOAN PROVISIONS	16
POLICY LOANS	16
LOAN INTEREST	16
LOAN DIVISION	16
PARTIAL WITHDRAWAL PROVISIONS	17
SURRENDER PROVISIONS	18
SURRENDER VALUE	18
SURRENDER CHARGES	18
BASIS OF COMPUTATIONS	19
FULL SURRENDERS	19
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS	19
GRACE PERIOD	19
THREE YEAR CONTINUATION PERIOD	20
GUARANTEE PERIOD	20
TERMINATION	20
REINSTATEMENT	21
DEFERRAL OF PAYMENT	21
GENERAL POLICY PROVISIONS	22

Form 2502 (VUL)					3

THE POLICY	22
AGE	22
PROCEDURES	22
OWNERSHIP	22
BENEFICIARIES	22
EXCHANGE RIGHT	23
COLLATERAL ASSIGNMENT	23
INCONTESTABILITY	23
MISSTATEMENT OF AGE OR SEX	23
SUICIDE EXCLUSION	23
PERIODIC REPORTS	23
ILLUSTRATION OF BENEFITS AND VALUES	24
NONPARTICIPATING	24
CUSTOMER SERVICE CENTER	24
PAYOUTS OTHER THAN AS ONE SUM	24
ELECTION	24
PAYOUT OPTIONS	24
CHANGE AND WITHDRAWAL	25
EXCESS INTEREST	25
MINIMUM AMOUNTS	25
SUPPLEMENTARY POLICY	25
INCOME PROTECTION	25
DEATH OF PRIMARY PAYEE	26
PAYMENTS OTHER THAN MONTHLY	26
SETTLEMENT OPTION TABLES	27

Additional benefits or riders, if any, will be listed in the Schedule. The additional provisions will be inserted in the policy.

Form 2502 (VUL)					4

SCHEDULE

(Schedule Date: May 1, 1998)

POLICY INFORMATION

Policy Number	67000001	Initial Stated Death Benefit	$100,000.00
Insured	JOHN DOE
		Death Benefit Option	OPTION 1
Age And Sex	35, Male	Minimum Annual Premium	$514.44
Premium Class	Non-Smoker
Policy Date	May 1, 1998	Initial Scheduled Premium	$1,200.00, Annually

Guarantee Period Annual Premium:

Definition of Life Insurance Test Guideline Premium/Cash Value Corridor Test

CUSTOMER SERVICE CENTER: P. O. Box 173888, Denver, Colorado 80217

Coverage will expire prior to the policy anniversary nearest the insured's 100^th birthday if premiums are insufficient to continue coverage. Coverage will also be affected by Partial Withdrawals, policy loans, changes in the current cost of insurance rates, the actual credited interest rate for the Guaranteed Interest division and the investment experience of the variable account.

Form 2502 (VUL)					5

BENEFIT PROFILE

Description	Benefit Amount	Segment Issue Age	Effective Date	Guideline Annual Premium	Segment Target Premium
Stated Death Benefit (Segment #1)	$100,000.00	35	May 1, 1998	$1,433.68	$800.00

Form 2502 (VUL)					5A 

EXPENSE CHARGES

A. Premium Expense Charges (As a percent of all premiums) - Premium expense charges will equal the sum of the following:

1. Sales Load:
Segment Issue Age	Sales Load
0 - 49	2.25%
50 - 59	3.25%
60+	4.25%

2. And Local Taxes:	2.5%
3. Federal Deferred Acquisition Cost Tax:	1.5%

We reserve the right to increase or decrease the premium expense charges for taxes due to any change in tax law. We further reserve the right to increase or decrease the premium expense charges for federal deferred acquisition cost taxes due to any change in the cost to us.

B. Monthly Expense Charges: Monthly expense charges will equal the sum of the following:

Initial Policy Charge:	$13 per month for the first 36 months $ 3 per month thereafter.
Monthly Administrative Charge:	$0.025 per thousand of Stated Death Benefit (or Target Death Benefit, if greater), for all years.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE (Based on the percentage of assets in each Variable Account division)

Mortality And Expense Risk Charge 0.75%

Form 2502 (VUL)					5B

SURRENDER CHARGES

The maximum surrender charges which pertain to the insurance coverages shown in the Schedule are shown in the following table.

This table may change upon any increases and/or decreases in the policy's Stated Death Benefit.

SURRENDERS DURING THE POLICY YEAR ENDING	TOTAL MAXIMUM SURRENDER CHARGE
1998	$650.00
1999	$650.00
2000	$650.00
2001	$650.00
2002	$650.00
2003	$650.00
2004	$650.00
2005	$568.75
2006	$487.50
2007	$406.25
2008	$325.00
2009	$243.75
2010	$162.50
2011	$81.25
2012	0

Administrative Surrender Charge Table

SEGMENT ISSUE AGE	ADMINISTRATIVE SURRENDER CHARGE PER THOUSAND OF STATED DEATH BENEFIT
0 - 39	$2.50
40 - 49	$3.50
50 - 59	$4.50
60 - 69	$5.50
70 and above	$6.50

This charge is reduced by 12.5% per year starting 7 policy years after the Segment's effective date until it reaches zero at the beginning of the 15th policy year following that Segment's effective date or the policy year in which the Insured reaches age 98, whichever is earlier.

Form 2502 (VUL)					5C

POLICYHOLDER TRANSACTION CHARGES

Requests for Sales Illustrations:	First illustration each year is free of charge; thereafter $25 for each illustration requested.
Partial Withdrawal Service Fee:	See below
Other Policy Transaction Charges:	The charges for transfers between divisions of the Variable Account or between the Guaranteed Interest division and the Variable Account divisions; charges for premium allocation changes; and charges for other Variable Account management functions are governed by the Prospectus in effect at the time of the transaction.

POLICY LOANS

Policy Loan Interest Rate:	4.75% per year
Guaranteed Interest Rate Credited To Loan Division:	4.00% per year
Minimum Loan Amount:	$100
Maximum Loan Amount:	See the Loan Provisions section.

PARTIAL WITHDRAWALS

Minimum Partial Withdrawal Amount:	$100
Maximum Partial Withdrawal Amount:	Amount which will leave $500 as the Net Cash Surrender Value
Partial Withdrawal Service Fee:	$25
Limit On Partial Withdrawals:	One per policy year

GUARANTEED INTEREST DIVISION

Guaranteed Interest Rate For Guaranteed Interest Division 4.00% per year

Form 2502 (VUL)					5D

To comply with the Definition of Life Insurance Test you have elected, the policy's Base Death Benefit at any time will be at least equal to the Account Value times the appropriate factor from this table.

DEFINITION OF LIFE INSURANCE DEATH BENEFIT FACTORS BASED ON
THE GUIDELINE PREMIUM / CASH VALUE CORRIDOR TEST

ATTAINED AGE	FACTOR	ATTAINED AGE	FACTOR	ATTAINED AGE	FACTOR	ATTAINED AGE	FACTOR
0-40	2.50
41	2.43	56	1.46	71	1.13	86	1.05
42	2.36	57	1.42	72	1.11	87	1.05
43	2.29	58	1.38	73	1.09	88	1.05
44	2.22	59	1.34	74	1.07	89	1.05
45	2.15
		60	1.30	75	1.05	90	1.05
46	2.09	61	1.28	76	1.05	91	1.04
47	2.03	62	1.26	77	1.05	92	1.03
48	1.97	63	1.24	78	1.05	93	1.02
49	1.91	64	1.22	79	1.05	94	1.01
50	1.85
		65	1.20	80	1.05	95	1.01
51	1.78	66	1.19	81	1.05	96	1.01
52	1.71	67	1.18	82	1.05	97	1.01
53	1.64	68	1.17	83	1.05	98	1.01
54	1.57	69	1.16	84	1.05	99	1.01
55	1.50	70	1.15	85	1.05	100 and older	1.00

Form 2502 (VUL)					5E

TABLE OF GUARANTEED RATES
Guaranteed Maximum Cost of Insurance Rates Per $1000
(Policy)

Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate
0	0.34845	26	0.14419	51	0.60870	76	5.91225
1	0.08917	27	0.14252	52	0.66377	77	6.46824
2	0.08251	28	0.14169	53	0.72636	78	7.04089
3	0.08167	29	0.14252	54	0.79730	79	7.64551
4	0.07917	30	0.14419	55	0.87326	80	8.30507
5	0.07501	31	0.14836	56	0.95591	81	9.03761
6	0.07167	32	0.15252	57	1.04192	82	9.86724
7	0.06667	33	0.15919	58	1.13378	83	10.80381
8	0.06334	34	0.16669	59	1.23235	84	11.82571
9	0.06167	35	0.17586	60	1.34180	85	12.91039
10	0.06084	36	0.18670	61	1.46381	86	14.03509
11	0.06417	37	0.20004	62	1.60173	87	15.18978
12	0.07084	38	0.21505	63	1.75809	88	16.36948
13	0.08251	39	0.23255	64	1.93206	89	17.57781
14	0.09584	40	0.25173	65	2.12283	90	18.82881
15	0.11085	41	0.27424	66	2.32623	91	20.14619
16	0.12585	42	0.29675	67	2.54312	92	21.57655
17	0.13919	43	0.32260	68	2.77350	93	23.20196
18	0.14836	44	0.34929	69	3.02328	94	25.28174
19	0.15502	45	0.37931	70	3.30338	95	28.27411
20	0.15836	46	0.41017	71	3.62140	96	33.10676
21	0.15919	47	0.44353	72	3.98666	97	41.68475
22	0.15752	48	0.47856	73	4.40599	98	58.01259
23	0.15502	49	0.51777	74	4.87280	99	83.33333
24	0.15169	50	0.55948	75	5.37793
25	0.14752

The rates shown are for a standard rate class. If the policy is based on a special rate class (other than standard), the maximum cost of insurance rates will be adjusted using the rating factor shown in the Benefit Profile of the Schedule for the special class. If the special rate class is a stated percentage increase, the maximum cost of insurance rates will be determined by multiplying the rates for a standard rate class shown above by the rating factor shown in the Benefit Profile of the Schedule. If the special rate class is a flat amount per $1,000, the maximum cost of insurance rates will be determined by adding the flat amount per $1,000 shown in the Benefit Profile of the Schedule to the rate per $1,000 for the standard rate class shown above. The rates shown above are based on the 1980 Commissioners Standard Ordinary Smoker Composite Mortality Table (Male), age nearest birthday.

Form 2502 (VUL)					5F

DEFINITION OF TERMS Account Value - The sum of the amounts allocated to the Divisions of the Variable Account and to the Guaranteed Interest Division, as well as any amount set aside in the Loan Division to secure a Policy Loan.

Accumulation Unit - A unit of measurement used to calculate the Account Value in each Division of the Variable Account.

Accumulation Unit Value - The value of the Accumulation Units of each Division of the Variable Account. The Accumulation Unit Value is determined as of each Valuation Date.

Base Death Benefit - The Base Death Benefit is defined in the Base Death Benefit provision of the policy.

Cash Surrender Value - The amount of your Account Value minus the Surrender Charge, if any.

Customer Service Center - Our administrative office whose address is P. O. Box 173888; Denver, CO 80217.

Division(s) of the Variable Account - The investment options available, each of which invests in shares of one of the portfolios.

General Account - The account which contains all of our assets other than those held in the variable account or our other separate accounts.

Guaranteed Interest Division - Part of our General Account to which a portion of the Account Value may be allocated and which provides guarantees of principal and interest.

Guideline Annual Premium - The premium used to calculate how Net Premium is allocated to each segment of Stated Death Benefit and to determine any persistency refund.

Initial Period - The Initial Period ends on the earlier of: a) the date this policy was delivered to you plus the Right to Examine Period, so long as we receive notice of the delivery date at our Customer Service Center before the date defined in (b), or (b)the date this policy is mailed from our Customer Service Center plus five days and the Right to Examine Period.

Investment Date -The date we allocate funds to your policy. We will allocate the initial Net Premium to your policy on the Valuation Date immediately following the latest of the date: 1) we receive the amount of premium required for coverage to begin under the policy; 2) we have approved the policy for issue, and 3) all issue requirements have been met and received in our Customer Service Center.

Loan Division - Part of our General Account in which funds are set aside to secure any outstanding Policy Loan and accrued loan interest when due.

Monthly Processing Date - The date each month on which the monthly deductions from the Account Value are due. The first Monthly Processing Date will be the policy date or the Investment Date, if later. Subsequent Monthly Processing Dates will be the same date as the policy date each month thereafter unless this is not a Valuation Date, in which case the Monthly Processing Date occurs on the next Valuation Date.

Net Account Value - The amount of the Account Value minus any Policy Loan and accrued loan interest.

Net Cash Surrender Value - The amount of the Cash Surrender Value minus any Policy Loan and accrued loan interest.

Net Premium - The Net Premium equals the premium paid minus the premium expense charges shown in the Schedule. These charges are deducted from the premiums before the premium is applied to your Account Value.

Form 2502 (VUL)					6

Partial Withdrawal - The withdrawal of a portion of your Net Cash Surrender Value from the policy. The Partial Withdrawal may cause a Surrender Charge to be incurred and may reduce the amount of Base Death Benefit in force.

Policy Loan - The sum of amounts you have borrowed from your policy, increased by any Policy Loan interest capitalized when due, and reduced by any Policy Loan repayments.

Right to Examine Period - The period of time within which the owner may examine the policy and return it for a refund.

Scheduled Premium - The premium amount which you specify on the application as the amount you intend to pay at fixed intervals over a specified period of time. Premiums may be paid on a quarterly, semiannual, or annual basis, as you determine; you need not pay the Scheduled Premium, and you may change it at any time. Also, within limits, you may pay less or more than the Scheduled Premium.

Segment - The Stated Death Benefit shown on the Benefit Profile of the Schedule is the initial Segment, or Segment 1. Each increase in the Stated Death Benefit (other than an option change) is a new Segment. Each new Segment will be shown separately on the Benefit Profile of the Schedule. The first year for a Segment begins on the effective date of the Segment and ends one year later. Each subsequent year begins at the end of the prior Segment year. Each new Segment may be subject to a new minimum annual premium, new sales load, new surrender charges, new cost of insurance charges and new incontestability and suicide exclusion periods.

Stated Death Benefit -The sum of the Segments under the policy. The Stated Death Benefit changes when there is an increase or a decrease or when a transaction on the policy causes it to change (for example, a partial withdrawal under an Option 1 Base Death Benefit may cause the Stated Death Benefit to change).

Surrender Charge - The charge made against your Account Value in the event of surrender, policy lapse, requested reductions in the Stated Death Benefit, or certain partial withdrawals. The Surrender Charge consists of the administrative Surrender Charge and the sales Surrender Charge.

Target Death Benefit - The Target Death Benefit for your policy is defined in the Adjustable Term Insurance Rider, if any, attached to the policy.

Valuation Date - Each date as of which the net asset value of the shares of the investment portfolios and unit values of the Divisions are determined:

Except for days that a Division's corresponding portfolio does not value its shares, a Valuation Date is any day:

1. The New York Stock Exchange ("NYSE") is open for trading and on which Security Life's Customer Service Center is open for business; or
2. as may be required by law.

Valuation Period - The period which begins at 4:00 p.m. Eastern Time on a Valuation Date and ends at 4:00 p.m. Eastern Time on the next succeeding Valuation Date.

Form 2502 (VUL)					6A

INSURANCE COVERAGE PROVISIONS

EFFECTIVE DATE OF COVERAGE

The policy date shown in the Schedule is the effective date for all coverage provided in the original application. The effective date is subject to the payment of the amount of premium required for coverage to begin under the policy and the acceptance of the policy by you during the continued insurability of all persons insured by this policy and any riders attached. The policy date is the date from which we measure policy years and determine the Monthly Processing Date. The first Monthly Processing Date is the Investment Date. Future Monthly Processing Dates are the same calendar day of each month as the policy date unless this is not a Valuation Date in which case the Monthly Processing Date occurs on the next Valuation Date. A policy anniversary occurs each year on the same month and day as the policy date unless this is not a Valuation Date in which case the policy anniversary occurs on the next Valuation Date. If the policy date is February 29th, the policy anniversary will be February 28th in years in which there is not a February 29th. The effective date for new Segments and additional benefits is shown in the Schedule.

BASE DEATH BENEFIT

The Base Death Benefit will be, at any time, determined as follows:

Option 1:	Under Option 1, the Base Death Benefit is the greater of: the Stated Death Benefit; or your Account Value multiplied by the appropriate factor from the Definition of Life Insurance Factors shown in the Schedule.
Option 2:	Under Option 2, the Base Death Benefit is the greater of: the Stated Death Benefit plus the Account Value, or your Account Value multiplied by the appropriate factor from the Definition of Life Insurance Factors shown in the Schedule.

The Stated Death Benefit and the death benefit option are shown in the Schedule.

This policy is designed to qualify as a life insurance contract under the Internal Revenue Code. All terms and provisions of the policy shall be construed in a manner consistent with that design. The Base Death Benefit in force at any time shall not be less than the amount of insurance necessary to achieve such qualification under the applicable provisions of the Internal Revenue Code in existence at the time the policy is issued. We reserve the right to amend the policy or adjust the amount of insurance when required. We will send you a copy of any policy amendment.

CHANGE IN REQUESTED INSURANCE COVERAGE

You may request that the insurance coverage be increased or decreased. Decreases are not allowed before the first policy anniversary. The change in coverage may not be for an amount less than $1,000. The effective date of the change will be the monthly anniversary immediately following the date your written application is approved by us. After any change to the Stated Death Benefit, you will receive an amended Schedule reflecting the change, the benefit under any riders, if applicable, the guaranteed cost of insurance rates, the Guideline Annual Premium, the new target premium and the new Surrender Charge.

Form 2502 (VUL)					7

Requested Increases in Coverage

Subject to our limits, you may request an increase in the Stated Death Benefit. An increase will become effective as of the monthly anniversary immediately following the date your written application is approved by us. You must provide evidence satisfactory to us that the insured is insurable according to our normal rules of underwriting for this type of policy. This evidence will include an application and may include required medical information. An increase will consist of a new Segment of Stated Death Benefit . Each new Segment will result in a new sales load which will be deducted from the premium allocated to the new Segment. The new Segment may also be subject to a new minimum annual premium; new surrender charges; new per thousand of Stated Death Benefit charges; new cost of insurance charges and new incontestability and suicide exclusion periods.

Requested Decreases in Coverage

After the first policy anniversary, you may request a decrease in the Stated Death Benefit. A decrease will be effective as of the monthly anniversary immediately following the date your written application is approved by us. A decrease will first reduce Adjustable Term Insurance Rider coverage, if attached to your policy, and will then reduce each of the Stated Death Benefit Segments in the same proportion as the Stated Death Benefit is reduced. A Surrender Charge will apply if the Stated Death Benefit is decreased and the decrease occurs during the 14 years following the policy date or the date of the prior increase. If a Surrender Charge applies, it will be deducted from your Account Value and future Surrender Charges will be reduced.

The Stated Death Benefit after any change must equal at least the lesser of the Initial Stated Death Benefit or $50,000.

Death Benefit Option Changes

Beginning with the first policy anniversary and ending with the policy anniversary nearest the insured's 100^th birthday, you may request a change to the death benefit option. Changes must be requested at least 30 days prior to the policy anniversary. This change will be effective as of the policy anniversary. A death benefit option change applies to the entire Stated Death Benefit. For us to approve a change to the death benefit option from Option 1 to Option 2, you must submit evidence to us that the insured is insurable according to our normal rules of underwriting for that type of policy. This evidence will include an application and may include required medical information. We may not allow any change if it would reduce the Stated Death Benefit below the minimum we require to issue this policy at the time of reduction. After the effective date of the change, the Stated Death Benefit will be changed according to the following table:

OPTION FROM	CHANGE TO	STATED DEATH BENEFIT FOLLOWING CHANGE EQUALS:
Option 1	Option 2	Stated Death Benefit prior to such change minus your Account Value as of the effective date of the change.
Option 2	Option 1	Stated Death Benefit prior to such change plus your Account Value as of the effective date of the change.

For purposes of death benefit option changes, your Account Value will be allocated to each Segment in the same proportion that Segment bears to the Stated Death Benefit as of the effective date of the change.

Form 2502 (VUL)					8

CONTINUATION OF COVERAGE AFTER AGE 100

If the policy is in force on the policy anniversary nearest the insured's 100^th birthday, the policy will continue pursuant to the terms of the policy, except: on this date, the following will occur: (1) if an Adjustable Term Insurance Rider (ATR) is attached to the policy, the Target Death Benefit defined in the ATR will become the Stated Death Benefit for the policy and the ATR will terminate; (2) all other riders attached to the policy will also terminate; (3) the portion of your Account Value invested in the divisions of the Variable Account will be transferred into the Guaranteed Interest Division and no further investment in the divisions of the Variable Account will be allowed; and (4) if the death benefit option in force on the policy is Option 2, the policy will be converted to death benefit option 1 in accordance with the procedures outlined in the Death Benefit Option Changes provision of the policy and no further changes will be allowed to the death benefit option.

After the policy anniversary nearest the insured's 100^th birthday, no further premiums will be accepted and no monthly deductions will be made. We will continue to credit interest to the Account Value. Policy loans and withdrawals continue to be available. Any existing policy loan will continue. Policy loan interest will continue to accrue. Payments on policy loans and policy loan interest will be accepted. The policy will enter the 61-day grace period if the surrender value is zero or less.

PAYOUT OF PROCEEDS

The proceeds is the amount we will pay:

1. upon surrender of the policy, or
2. upon the death of the insured.

The proceeds upon surrender of this policy will be the Net Cash Surrender Value. The amount of proceeds payable upon the death of the insured will be the Base Death Benefit in effect on the date of the insured's death; plus any amounts payable from any additional benefits provided by rider; minus any outstanding Policy Loan including accrued but unpaid interest; minus any unpaid monthly deductions incurred prior to the date of death. The calculation of the death proceeds will be computed as of the date of the insured's death.

We will determine the amount of proceeds payable upon the death of the insured when we have received due proof of death and any other information which is necessary to process the claim. Any proceeds we pay are subject to adjustments as provided in the Misstatement of Age or Sex, Suicide Exclusion and Incontestability provisions.

We will pay proceeds in one sum unless you request an alternate form of payment. There are many possible methods of payment. The available payout options are described in the Payouts Other Than As One Sum provision. Contact us or your registered representative for additional information. Interest will be paid on the one sum death proceeds from the date of death of the insured to the date of payment, or until a payout option is selected. Interest will be at the rate we declare, or at any higher rate required by law.

PREMIUM PROVISIONS

INITIAL PREMIUM ALLOCATION

If the Initial Period has not ended on the Investment Date, Net Premium amounts designated for allocation to divisions of the Variable Account will be allocated to the money market division and any Net Premium amount designated for allocation to the Guaranteed Interest division will be allocated to that division. On the Valuation Date immediately following the end of the Initial Period, the balance of the money market division will be transferred to the other Divisions of the Variable Account according to the allocations shown in the latest instructions received from you at our Customer Service Center. The amounts allocated to the Guaranteed Interest division will remain in that division.

Form 2502 (VUL)					9

If the Initial Period has ended on the Investment Date, Net Premium amounts will be allocated to divisions of the Variable Account and/or the Guaranteed Interest Division in accordance with the allocation shown in your the latest instructions received at our Customer Service Center.

SUBSEQUENT PREMIUM ALLOCATIONS

After the initial premium allocation, all future scheduled and unscheduled premiums will be allocated to the Investment Divisions in accordance with the allocation shown in the latest instructions received at our Customer Service Center (unless you otherwise specify in writing) on the Valuation Date immediately following our receipt of the premium at our Customer Service Center.

CHANGES TO PREMIUM ALLOCATIONS

You may change your premium allocation in accordance with instructions included in your annual policy prospectus. If the change causes a premium allocation charge to be incurred according to the Schedule, we will deduct a charge from the divisions of the Variable Account and the Guaranteed Interest Division in the same proportion that your Account Value of each Division bears to your Net Account Value.

SCHEDULED PREMIUMS

The Scheduled Premium as shown in the Schedule may be paid while this policy is in force prior to the policy anniversary nearest the insured's 100^th birthday. You may increase or decrease the amount of the Scheduled Premium, subject to limits we may set and provisions in the Premium Limitation Section. Under conditions provided in the Grace Period provision and the Guarantee Period provision you may be required to make premium payments to keep the policy in force. You may pay premiums on a monthly basis through an automated payment facility. All payment modes are subject to our minimum requirements for the payment mode selected.

UNSCHEDULED PREMIUMS

You may make unscheduled premium payments at any time the policy is in force prior to the policy anniversary nearest the insured's 100^th birthday, subject to the Premium Limitation section. Unless you tell us otherwise, these premium payments will first be applied to reduce or pay off any existing Policy Loan and, as such, premium expense charges will not be deducted. We may limit the amount of such unscheduled premium payments if the payment would result in an increase in the Base Death Benefit. If the net amount at risk is increased as a result of an unscheduled premium, we may require evidence of insurability satisfactory to us that the insured is insurable according to our normal rules of underwriting for this type of policy. This evidence will include an application and may include required medical information. The net amount at risk is the difference between the Base Death Benefit and your Account Value.

NET PREMIUM

The Net Premium equals the premium paid minus the premium expense charges shown in the Schedule. Premiums allocated to a new Segment will be subject to a new sales load. Premiums are allocated in the same proportion that the Guideline Annual Premium of each Segment bears to the sum of the Guideline Annual Premiums of all Segments. The Guideline Annual Premium for each Segment is shown in the Schedule. The target premium for each Segment is also shown in the Schedule.

Form 2502 (VUL)					10

PREMIUM LIMITATION

If the Definition of Life insurance test used for your policy is the Guideline Premium / Cash Value Corridor Test, we will not accept any premium that causes your policy not to qualify as a life insurance policy under the Internal Revenue Code. No premium may be paid after the insured's death.

VARIABLE ACCOUNT PROVISIONS

THE VARIABLE ACCOUNT

The Variable Account is an account established by us, pursuant to the laws of the State of Colorado, to separate the assets funding the benefits for the class of policies to which this policy belongs from the other assets of Security Life of Denver Insurance Company.

The Variable Account is registered as a unit investment trust under the Investment Company Act of 1940. All income, gains and losses, whether or not realized, from assets allocated to the Variable Account are credited to or charged against the Variable Account without regard to income, gains or losses of our General Account. The assets of the Variable Account are our property but are separate from our General Account and our other Variable Accounts. That portion of the assets of the Variable Account which is equal to the reserves and other policy liabilities with respect to the Variable Account is not subject to creditor claims against us.

VARIABLE ACCOUNT DIVISIONS

The Variable Account is divided into divisions, each of which invests in a series fund portfolio designed to meet the objectives of the division. The current eligible divisions are shown in your annual policy prospectus. We may, from time to time, add additional divisions. If we do, you may be permitted to select from these other divisions subject to the terms and conditions we may impose on those allocations.

We reserve the right to limit the number of divisions in which you may invest over the life of the policy. This limit, if any, will be listed in the updated policy prospectus provided to you each year.

CHANGES WITHIN THE VARIABLE ACCOUNT

When permitted by law, and subject to any required notice to you and approval of the Securities and Exchange Commission ("SEC"), state regulatory authorities or policy owners, we may from time to time make the following changes to the Variable Account:

• Make additional divisions available. These divisions will invest in investment portfolios we find suitable for the policy.
• Eliminate divisions from the Variable Account, combine 2 or more divisions, or substitute a new portfolio for the portfolio in which a division invests. A substitution may become necessary if, in our judgment, a portfolio no longer suits the purposes of the policy. This may happen due to a change in laws or regulations, or a change in a portfolio's investment objectives or restrictions. This may also happen if the portfolio is no longer available for investment, or for some other reason, such as a declining asset base.
• Transfer assets of the Variable Account, which we determine to be associated with the class of policies to which your policy belongs, to another Variable Account.
• Withdraw the Variable Account from registration under the Investment Company Act of 1940.

Form 2502 (VUL)					11

• Operate the Variable Account as a management investment company under the Investment Company Act of 1940.
• Cause one or more divisions to invest in a mutual fund other than or in addition to the portfolios.
• Discontinue the sale of policies.
• Terminate any employer or plan trustee agreement with us pursuant to its terms.
• Restrict or eliminate any voting rights as to the Variable Account.
• Make any changes required by the Investment Company Act of 1940 or the rules or regulations thereunder.

GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the Variable Account or our other separate accounts. The Guaranteed Interest division is a part of our General Account.

GUARANTEED INTEREST DIVISION

The Guaranteed Interest division is another division to which you may allocate premiums or make transfers. The Account Value of the Guaranteed Interest division is equal to the Net Premium allocated to this division plus any earned interest minus deductions taken from this division. Interest is credited at the guaranteed rate shown in the schedule or may be credited at a higher rate. Any higher rate is guaranteed to be in effect for at least 12 months.

LOAN DIVISION

The Loan Division is the account which is set aside to secure the Policy Loan, if any. See the Loan Provision section for information.

TRANSFER PROVISIONS

After the Initial Period and until the policy anniversary nearest the insured's 100^th birthday, your Account Value in each division may be transferred to any other division of the Variable Account or to the Guaranteed Interest division upon your request. On the policy anniversary nearest the insured's 100^th birthday, your Account Value in each division of the Variable Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed. One transfer from the Guaranteed Interest division into the variable divisions may be made during the first 30 days of each policy year. Additional limitations, requirements and charges for transfers will be listed in and governed by your annual policy prospectus in effect at the time of the transfer. We reserve the right to modify these limitations, requirements and charges from time to time.

Form 2502 (VUL)					12

ACCOUNT VALUE PROVISIONS

The Account Value is the sum of the current amounts allocated to the divisions of the Variable Account and to the Guaranteed Interest Division plus your balance in the Loan Division.

The Account Value is based on the amount and number of premiums paid, policy and rider charges assessed, loans and withdrawals taken, monthly deductions, premium expense charges, transaction charges, any Surrender Charges, and the investment experience or credited interest of the division to which your Account Value is allocated.

Your Net Account Value is equal to your Account Value minus any Policy Loan and accrued but unpaid loan interest.

ACCOUNT VALUES ON THE INVESTMENT DATE

The Account Value of each division of the Variable Account and the Guaranteed Interest Division as of the Investment Date is equal to:

1. The allocation to that division of the first Net Premium paid; minus
2. The portion of any monthly deductions due on the Investment Date allocated to that division.

ACCUMULATION UNIT VALUE

The investment experience of a division of the Variable Account is determined as of each Valuation Date. We use an Accumulation Unit Value to measure the experience of each of the Variable Account Divisions during a Valuation Period. We set the Accumulation Unit Value at $10 on the Valuation Date when the first investments in each division of the Variable Account are made. The Accumulation Unit Value for a Valuation Period equals the Accumulation Unit Value for the preceding Valuation Period multiplied by the Accumulation Experience Factor defined below for the Valuation Period.

The number of units for a given transaction related to a division of the Variable Account as of a Valuation Date is determined by dividing the dollar value of that transaction by that division's Accumulation Unit Value for that date.

ACCUMULATION EXPERIENCE FACTOR

For each Division of the Variable Account, the Accumulation Experience Factor reflects the investment experience of the portfolio in which that division invests and the charges assessed against that division for a Valuation Period. The Accumulation Experience Factor is calculated as follows:

1. The net asset value of the portfolio in which that division invests as of the end of the current Valuation Period; plus
2. The amount of any dividend or capital gains distribution declared and reinvested in the portfolio in which that division invests during the current Valuation Period; minus
3. A charge for taxes, if any.
4. The result of (a), (b) and (c) divided by the net asset value of the portfolio in which that division invests as of the end of the preceding ValuationPeriod; minus
5. The daily equivalent of the annual mortality and expense risk charge shown in the Schedule for each day in the current Valuation Period.

Form 2502 (VUL)					13

ACCOUNT VALUE OF THE DIVISIONS OF THE VARIABLE ACCOUNT

On subsequent Valuation Dates after the Investment Date, your Account Value of each Division of the Variable Account is calculated as follows:

1. The number of Accumulation Units in that division as of the beginning of the current Valuation Period multiplied by that division's Accumulation Unit Value for the current Valuation Period; plus
2. Any additional Net Premiums allocated to that division during the current Valuation Period; plus
3. Any Account Value transferred to or minus any Account Value transferred from the Variable Division during the current Valuation Period(including the applicable portion of any transfer fee); minus
4. Any Partial Withdrawals allocated to that division and any applicable withdrawal service fees which are allocated to the Variable Division duringthe current Valuation Period; plus
5. Any amounts released from the Loan Division as a result of a loan or loan interest payment, or minus amounts transferred to the Loan Division as of a result of any loans which are allocated to the Variable Division during the current Valuation Period; minus
6. The portion of any Surrender Charge resulting from a decrease in Stated Death Benefit allocated to the Division; minus
7. The portion of the monthly deduction allocated to the Variable Division, if a Monthly Processing Date occurs during the current Valuation Period.

ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION

On Valuation Dates after the Investment Date, your Account Value of the Guaranteed Interest Division is calculated as follows:

1. The Account Value of the Guaranteed Interest Division at the end of the preceding Valuation Period plus interest at the declared rate credited during the current Valuation Period; plus
2. Any additional Net Premiums allocated to the Guaranteed Interest Division plus interest credited to these premiums during the currentValuation Period; plus
3. Any Account Value transferred to or minus any Account Value transferred from the Guaranteed Interest Division during the current Valuation Period (including the applicable portion of any transfer fee); minus
4. Any Partial Withdrawals taken and any applicable withdrawal service fees which are allocated to the Guaranteed Interest Division during the current Valuation Period; plus
5. Any amounts released from the Loan Division as a result of a loan or loan interest payment, or minus amounts transferred to the Loan Division as a result of any loans which are allocated to the Guaranteed Interest Division during the current Valuation Period; minus
6. The portion of any Surrender Charge resulting from a decrease in Stated Death Benefit allocated to the Guaranteed Interest Division, minus
7. The portion of the monthly deduction allocated to the division, if a Monthly Processing Date occurs during the current Valuation Period.

ACCOUNT VALUE OF THE LOAN DIVISION

On Valuation Dates after the Investment Date, your Account Value of the Loan Division is equal to:

1. The Account Value of the Loan Division on the prior Valuation Date; plus
2. Any interest credited to the Loan Division during the Valuation Period; plus
3. An amount equal to any additional loans since the prior Valuation Date; minus
4. Any loan repayments, including payment of loan interest in cash; plus
5. The amount of accrued loan interest if the Valuation Date is a policy anniversary; minus
6. The amount of interest credited to the Loan Division during the year if the Valuation Date is a policy anniversary.

Form 2502 (VUL)					14

On policy anniversaries, any amount of interest credited to the Loan Division during the year is transferred from the Loan Division to the Variable Account and Guaranteed Interest Divisions according to your premium allocation then in effect.

MONTHLY DEDUCTION AND REFUND

MONTHLY DEDUCTION

The monthly deduction is equal to:

1. the cost of insurance charges for this policy; plus
2. the monthly charges for any other additional benefits provided by rider; plus
3. the monthly expense charges shown in the Schedule.

The monthly deductions are allocated to the divisions of the Variable Account and Guaranteed Interest Division in the same proportion that your Account Value in the division bears to your net Account Value as of the Monthly Processing Date. (You may select a single fund from which withdrawals will be taken as described in the prospectus in effect at the time of the transaction.) This deduction is taken from your Account Value as of the Monthly Processing Date. After the policy anniversary nearest the insured's 100^th birthday, no further monthly deductions will be made.

COST OF INSURANCE

The cost of insurance is determined on a monthly basis for each Segment. Such cost is the monthly cost of insurance rate for the insured's premium class for each Segment multiplied by the net amount at risk. The net amount at risk is (a) minus (b) where:

1. is the Base Death Benefit for all Segments as of the Monthly Processing Date after the monthly deductions (other than cost of insurance charges for the Base Death Benefit, any Adjustable Term Insurance Rider and any Waiver of Monthly Deductions Rider), divided by 1 plus the monthly equivalent of the guaranteed interest rate for the Guaranteed Interest Division as shown in the Schedule; and
2. is your Account Value as of the Monthly Processing Date after the monthly deductions (other than the cost of insurance for the Base Death Benefit, any Adjustable Term Insurance Rider and any Waiver of Monthly Deduction Rider).

The cost of insurance rates will be determined by us from time to time. They will be based on the sex and age as of the effective date of coverage, the duration since the coverage began and the premium class. Any change in rates will apply to all individuals of the same premium class and whose policies have been in effect for the same length of time. The rates will never exceed those rates shown in the Table of Guaranteed Rates in the Schedule as adjusted for any special premium class.

Each time there is a new Segment, the net amount at risk will be allocated to each Segment in the same proportion that Segment bears to the Stated Death Benefit. Different rates will apply to each Segment depending upon the premium class, the age as of the effective date of the increase and the duration since the effective date of the increase.

Form 2502 (VUL)					15

PERSISTENCY REFUND

Each month, we will credit your Net Account Value with a persistency refund for each Segment of the Stated Death Benefit which remains in force after its 10^th Segment year. (Such a Segment is referred to as a qualifying segment.) The monthly refund is equal to .0005 times the Account Value allocated to the Divisions of the Variable Account and the Loan Division times the sum of the persistency factors for the qualifying segments. The persistency factor for a qualifying segment equals: the qualifying segment's Guideline Annual Premium multiplied by the number of years the qualifying segment has been in force, divided by the sum of the Guideline Annual Premium for each qualifying and non-qualifying segment multiplied by the number of years such segment has been in force.

The persistency refund will be added to the Divisions of the Variable Account and the Guaranteed Interest Division in the same proportion that your Account Value in each division bears to your Net Account Value as of the Monthly Processing Date.

LOAN PROVISIONS

POLICY LOANS

You may obtain a Policy Loan after the first monthly processing date. The maximum amount you may borrow at any time equals the Net Cash Surrender Value on the date of the loan request less all monthly deductions to the next policy anniversary. The Policy Loan is a first lien on your policy. The minimum amount you may borrow is shown in the Schedule. The outstanding Policy Loan amount is equal to the loan amount as of the beginning of the policy year plus new loans and minus loan repayments, plus accrued interest.

LOAN INTEREST

The annual Policy Loan interest rate is shown in the Schedule. If a loan is made, interest is due and payable at the end of the policy year. Thereafter, interest on the loan amount is due annually at the end of each policy year until the loan is repaid. If interest is not paid when due, it is added to the Policy Loan.

If the Policy Loan amount and any accrued interest equals or exceeds the Cash Surrender Value, a premium sufficient to keep this policy in force must be paid as provided in the Grace Period Provision.

LOAN DIVISION

When a Policy Loan is taken or when interest is not paid in cash when due, an amount equal to the loan (or unpaid loan interest, respectively) is transferred from the divisions of the Variable Account and the Guaranteed Interest Division to the Loan Division to secure the loan. This amount will be deducted from the divisions of the Variable Account and the Guaranteed Interest Division in the same proportion that your Account Value in each division bears to your Net Account Value as of the date the transfer is effective unless otherwise specified in your instructions to us. Your Account Value in the Loan Division will be credited with interest at the interest rate for the Loan Division shown in the Schedule.

When a loan repayment is made an amount equal to the repayment is transferred from the Loan Division to the Guaranteed Interest Division and the divisions of the Variable Account in the same proportion as your current premium allocation unless you request a different allocation.

Form 2502 (VUL)					16

PARTIAL WITHDRAWAL PROVISIONS

You may request a Partial Withdrawal from your Account Value on any valuation date after the first policy anniversary by writing to us at our Customer Service Center. The minimum and maximum Partial Withdrawal amounts are shown in the Schedule. When a Partial Withdrawal is made, the amount of the withdrawal plus a service fee is deducted from your Account Value. The amount of the service fee is shown in the Schedule. We limit the number of Partial Withdrawals in a policy year and this number is shown in the Schedule.

If the Stated Death Benefit is reduced by a Partial Withdrawal during the first 14 years following the policy date or following an increase in the Stated Death Benefit, a Surrender Charge will be deducted from your Account Value.

The Stated Death Benefit is not reduced by a Partial Withdrawal taken when the Base Death Benefit has been increased to qualify your policy as life insurance under the Internal Revenue Code and the amount withdrawn is no greater than that which reduces your Account Value to the level which no longer requires the Base Death Benefit to be increased for Internal Revenue Code purposes.

For a policy under an Option 1 death benefit, the Stated Death Benefit is not reduced by a Partial Withdrawal in the circumstances described above. In addition, if no more than 15 years have elapsed since the policy date and the insured is not yet age 81, a Partial Withdrawal of an amount up to 10% of your Account Value or, if greater, 5% of the Stated Death Benefit, calculated immediately before the Partial Withdrawal is taken will not reduce the Stated Death Benefit. Any additional amount withdrawn reduces your Stated Death Benefit by that additional amount.

For a policy under an Option 2 death benefit, a Partial Withdrawal does not reduce your Stated Death Benefit.

Any reduction in death benefit or Account Value will occur as of the date the Partial Withdrawal occurs. No Partial Withdrawal will be allowed if the Stated Death Benefit remaining in force after any such Partial Withdrawal would be reduced below the the lesser of the Initial Stated Death Benefit or $50,000.

For a policy under an Option 2 death benefit, a Partial Withdrawal generally reduces the Base Death Benefit by the amount of the withdrawal. Under any death benefit option, if the Base Death Benefit has been increased in order to qualify your policy as a life insurance contract under the Internal Revenue Code, the Partial Withdrawal reduces the Base Death Benefit by an amount greater than the withdrawal.

If the Stated Death Benefit is reduced during the first 7 years of a coverage segment, a new target premium will be calculated and future maximum Surrender Charges will be reduced. If the Stated Death Benefit is reduced after the first 7 years of a coverage segment, the Surrender Charge is reduced in the same proportion that the Stated Death Benefit is reduced.

You may specify how much of the withdrawal you wish taken from each division of the Variable Account or from the Guaranteed Interest Division. You may not withdraw from the Guaranteed Interest Division more than the total withdrawal times the ratio of your Account Value in the Guaranteed Interest Division to your Net Account Value immediately prior to the withdrawal. Unless you indicate otherwise, we will make the withdrawal from the amounts in the Guaranteed Interest Division and the divisions of the Variable Account in the same proportion that your Account Value in each division bears to your Net Account Value immediately prior to the withdrawal. The withdrawal service fee and any Surrender Charge deducted from your Account Value is deducted from each Variable Division and the Guaranteed Interest Division in the same proportion that your Account Value of each division bears to your Net Account Value immediately after the withdrawal.

We may send you a new Schedule to reflect the effect of the withdrawal, if there is any change to the Stated Death Benefit and Surrender Charges. We may ask you to return your policy to our Customer Service Center to make this change. The withdrawal and the reductions in death benefits will be effective as of the Valuation Date after we receive your request.

Form 2502 (VUL)					17

SURRENDER PROVISIONS

SURRENDER VALUE

The Net Cash Surrender Value on any date will be your Account Value minus any applicable Surrender Charge and minus any Policy Loan including accrued but unpaid loan interest.

SURRENDER CHARGES

A separate Surrender Charge will apply to each Stated Death Benefit Coverage Segment. The Surrender Charge for this policy is the sum of the Surrender Charge for each Coverage Segment of Stated Death Benefit. The Surrender Charge will not exceed the total maximum Surrender Charge shown in the Schedule. For purposes of calculating the Surrender Charge for a Coverage Segment premiums are allocated to a Segment in the same proportion that the Guideline Annual Premium of each Segment bears to the sum of the Guideline Annual Premiums of all Segments. The Guideline Annual Premium for each Coverage Segment is shown in the Schedule.

For each Segment, the Surrender Charge consists of an administrative Surrender Charge and a sales Surrender Charge.

The administrative Surrender Charge for each Segment is determined from the administrative Surrender Charge table in the Schedule. It depends on the Segment's issue age, effective date and initial Stated Death Benefit which are in the Schedule.

For the first 7 policy years following the effective date of a Segment, the sales Surrender Charge is the lesser of: 50% of the target premium for the Segment; or 25% of the sum of all premiums paid up to the target premium for the Segment plus 5% of the sum of all premiums paid in excess of the target premium for the Segment. Thereafter, the sales Surrender Charge for the Segment decreases at the beginning of each year following the 7th policy year from the effective date of the Segment by 12.5% of the sales Surrender Charge in effect at the end of the 7th policy year until it reaches zero at the beginning of the 15th policy year following the Segment's effective date or the policy year the insured reaches age 98, whichever is sooner.

During the first 14 policy years or within 14 years of the effective date of an increase in the Stated Death Benefit Segment, if you request a decrease to the Stated Death Benefit or take a Partial Withdrawal which causes the Stated Death Benefit to decrease, the administrative Surrender Charge will decrease in the same proportion that the Stated Death Benefit decreases.

Upon a decrease in the Stated Death Benefit, a portion of the Surrender Charge will be deducted from your Account Value. The amount of the Surrender Charge which will be deducted from your Account Value will equal the Surrender Charge in effect before the decrease minus the Surrender Charge in effect after the decrease. If a decrease to the Stated Death Benefit occurs after the first 7 years of a Segment, the maximum Surrender Charges for the remaining policy will be reduced by the percentage that the Stated Death Benefit is decreased. If a decrease occurs during the first 7 years of a Segment, the target premium will be recalculated; future maximum Surrender Charges for that Segment will be reduced. A Surrender Charge is not deducted from your Account Value if the Stated Death Benefit is decreased because the death benefit option is changed. If the Surrender Charge deducted from your Account Value causes your Net Cash Surrender Value to become zero or less, you may enter the Grace Period (see Grace Period).

Form 2502 (VUL)					18

BASIS OF COMPUTATIONS

The Cash Surrender Value under the policy is not less than the minimums required as of the policy date by the state in which your policy was delivered. A detailed statement of the method of computation of policy values under the policy has been filed with the insurance department of the state in which the policy was delivered, if required.

FULL SURRENDERS

You may surrender your policy after the Right to Examine Period or at any time during the lifetime of the Insured and receive the Net Cash Surrender Value. We will compute the Net Cash Surrender Value as of the next Valuation Date after we receive both your request and the policy at our Customer Service Center. This policy will be canceled as of the date we receive your request, and there will be no further benefits under this policy.

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

If the following three conditions occur on a Monthly Processing Date, the policy will enter into the 61 day Grace Period:

1. The Net Cash Surrender Value is zero or less, and
2. The Three Year Continuation Period described below has expired or the required premium for the three year continuation period has not been paid; and
3. The Guarantee Period described below has expired or been terminated.

We will give you a 61 day Grace Period from this Monthly Processing Date to make the required premium payment. The required premium payment then due must be paid to keep the policy in force. If this amount is not received in full by the end of the Grace Period, the policy will lapse without value. The required premium payment will be equal to past due charges plus an amount we expect to be sufficient to keep the policy and any riders in force for 2 months following the receipt of the required premium payment. If we receive at least the required premium payment during the Grace Period we will make deductions from the Net Premium payment for the past due amounts and apply any remaining amount as premium to the policy.

Notice of the amount of the required premium payment will be mailed to you or any assignee at the last known address at least 30 days before the end of the Grace Period. If the insured dies during the Grace Period, we will deduct any overdue monthly deductions from the death proceeds of the policy.

Form 2502 (VUL)					19

THREE YEAR CONTINUATION PERIOD

During the first 3 policy years, your policy will remain in force regardless of the Net Account Value, if, on a Monthly Processing Date, the sum of your premiums paid minus the sum of your partial withdrawals, policy loans and accrued but unpaid policy loan interest is not less than the sum of the applicable minimum monthly premiums for each policy month starting with the first policy month to and including the policy month which begins on the current Monthly Processing Date. Each minimum monthly premium equals 1/12 of the minimum annual premium. The minimum annual premium is shown in the Schedule. We use this premium for each policy month until the effective date of a change in the Stated Death Benefit. If there is a change, the new Schedule will show the applicable minimum annual premium for subsequent policy years during the 3 year period.

GUARANTEE PERIOD

The policy will not terminate during the guarantee period even if the Net Account Value is zero except as provided below.

Each monthly guarantee period premium equals 1/12 of the guarantee period annual premium. The guarantee period annual premium is shown in the Schedule. We use this premium for each policy year until the effective date of a change in the Stated Death Benefit. If there is a change, a new Schedule will show the applicable minimum guarantee period annual premium for subsequent policy years.

The guarantee period will expire on the later of the 10^th policy anniversary or the policy anniversary nearest the Insured's 65^th birthday. The guarantee period will terminate prior to the guarantee period expiration date if, on any Monthly Processing Date:

1. the actual premiums paid, minus the amount of any partial withdrawals and any policy loan including accrued but unpaid interest are less than
2. the sum of the guarantee monthly premiums for each policy month starting with the first policy month to and including the policy month that begins on the current Monthly Processing Date.

The guarantee period will also terminate if your Account Value, on any Monthly Processing Date, is not diversified according to the following rules:

1. No more than 35% of your Net Account Value may be invested in any one division; and
2. Your Net Account Value must be invested in at least 5 divisions.

You will satisfy these diversification requirements if: (i) you are participating in the automatic rebalancing feature defined in and governed by the policy prospectus in effect on the policy effective date and your automatic rebalancing allocations comply with the diversifications specified above; or (ii) you elect dollar cost averaging and direct the resulting transfers into at least four other divisions with no more than 35% of any transfer being to any one division.

TERMINATION

All coverage provided by this policy will end as of the earliest of:

1. The date the policy is surrendered;
2. The date of death of the insured; or
3. The date the Grace Period ends without payment of the required premium.

Form 2502 (VUL)					20

REINSTATEMENT

The policy may be reinstated within five years after the beginning of the Grace Period. The reinstatement will be effective as of the Monthly Processing Date on or next following the date we approve your written application.

We will reinstate the policy and any riders if the following conditions are met:

1. You have not surrendered the policy for its Net Cash Surrender Value;
2. You submit evidence satisfactory to us that the insured and those insured under any riders are still insurable according to our normal rules of underwriting for this type of policy; and
3. We receive payment of the amount of premium sufficient to keep the policy and any riders in force from the beginning of the Grace Period to the end of the expired Grace Period and for 2 months after the date of reinstatement. We will let you know, at the time you request reinstatement, the amount of premium needed for this purpose.

The Surrender Charge as of the date of reinstatement will equal the Surrender Charge as of the beginning of the Grace Period.

We will reinstate any Policy Loan, with accrued loan interest to the end of the Grace Period, which existed when coverage ended.

Upon reinstatement, the Net Premium received minus past due amounts will be allocated to the Divisions of the Variable Account and the Guaranteed Interest Division according to the premium allocation percentages in effect at the start of the Grace Period or as directed by you in writing at the time of reinstatement.

DEFERRAL OF PAYMENT

Requests for transfers, withdrawals or payment of proceeds for a full surrender will be mailed within 7 days of receipt of the request in a form acceptable to us. However, we may postpone the processing of any such Variable Account transactions for any of the following reasons:

1. The NYSE is closed, other than customary weekend and holiday closings.
2. Trading on the NYSE is restricted by the SEC.
3. The SEC declares that an emergency exists as a result of which disposal of securities in the Variable Account is not reasonably practicable to determine your Account Value in the divisions.
4. A governmental body having jurisdiction over the Variable Account by order permits such suspension.

Rules and regulations of the SEC, if any, are applicable and will govern as to whether conditions described in (b), (c), or (d) exist.

Death proceeds will be paid within 7 days of determination of the proceeds and are not subject to deferment. We may defer for up to 6 months payment of any surrender proceeds, withdrawal or loan amounts from the Guaranteed Interest Division.

Form 2502 (VUL)					21

GENERAL POLICY PROVISIONS

THE POLICY

The policy, including the original application and applications for an increase, riders, endorsements, any Schedule pages, and any reinstatement applications make up the entire contract between you and us. A copy of the original application will be attached to the policy at issue. A copy of any application as well as a new Schedule will be attached or furnished to you for attachment to the policy at the time of any change in coverage. In the absence of fraud, all statements made in any application will be considered representations and not warranties. No statement will be used to deny claim unless it is in an application.

AGE

The policy is issued at the age shown in the Schedule. This is the insured's age nearest birthday on the policy date. The insured's age at any time is the age shown in the Schedule increased by the number of completed policy years.

PROCEDURES

We must receive any election, designation, assignment or any other change request you make in writing, except those specified on the application. It must be in a form acceptable to us. We may require a return of the policy for any change or for a full surrender. We are not liable for any action we take before we receive and record the written request at our Customer Service Center.

In the event of the death of the insured, please let us or our agent know as soon as possible. Claim procedure instructions will be sent to the beneficiary immediately. We may require proof of age and a certified copy of the death certificate. We may require the beneficiary and next of kin to sign authorizations as part of due proof. These Authorization forms allow us to obtain information about the Insured, including, but not limited to, medical records of physicians and hospitals used by the insured.

OWNERSHIP

The original owner is the person named as the owner in the application. You, as the owner, can exercise all rights and receive the benefits during the insured's life. This includes the right to change the owner, beneficiaries, and methods for the payment of proceeds. All rights of the owner are subject to the rights of any assignee and any irrevocable beneficiary.

You may name a new owner by sending written notice to us. The effective date of the change to the new owner will be the date you sign the notice. The change will not affect any payment made or action taken by us before recording the change at our Customer Service Center.

BENEFICIARIES

The primary beneficiary surviving the insured will receive any death proceeds which become payable. Surviving contingent beneficiaries are paid death proceeds only if no primary beneficiary has survived the insured. If more than one beneficiary in a class survives the insured, they will share the death proceeds equally, unless your designation provides otherwise. If there is no designated beneficiary surviving, you or your estate will be paid the death proceeds. The beneficiary designation will be on file with us or at a location designated by us. While you are living, you may name a new beneficiary. The effective date of the change will be the date the request was signed. We will pay proceeds to the most recent beneficiary designation on file. We will not be subject to multiple payments.

Form 2502 (VUL)					22

EXCHANGE RIGHT

If, for any reason within the first 2 policy years you want to exchange this policy for a policy in which values do not vary with the investment experience of the Variable Account, we will exchange this policy. This transfer will not be subject to the excess transfer charge. The exchange will be implemented by transferring your Account Value in all the divisions of the Variable Account to the Guaranteed Interest Division and removing your future right to choose to allocate funds to the divisions of the Variable Account. We will require a return of this policy before this change will be Processed.

COLLATERAL ASSIGNMENT

You may assign this policy as collateral security by written notice to us. Once it is recorded with us, the rights of the owner and beneficiary are subject to the assignment. It is your responsibility to make sure the assignment is valid.

INCONTESTABILITY

After this policy has been in force during the insured's life for 2 years from the policy date, we will not contest the statements in the application attached at issue.

After this policy has been in force during the insured's life for 2 years from the effective date of any new Segment or of an increase in any other benefit with respect to the insured, we will not contest the statements in the application for the new Segment or other increase.

After this policy has been in force during the insured's life for 2 years from the effective date of any reinstatement, we will not contest the statements in the application for such reinstatement.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the insured has been misstated, the death benefit will be adjusted. The death benefit will be that which the cost of insurance which was deducted from your Account Value on the last Monthly Processing Date prior to the death of the insured would have purchased for the insured's correct age and sex.

SUICIDE EXCLUSION

If the insured commits suicide, while sane or insane, within 2 years of the policy date, we will make a limited payment to the beneficiary. We will pay in one sum the amount of all premiums paid to us during that time, minus any outstanding Policy Loan (including accrued but unpaid interest) and Partial Withdrawals. If the insured commits suicide, while sane or insane, within 2 years of the effective date of a new Segment or of an increase in any other benefit, we will make a limited payment to the beneficiary for the new Segment or other increase. This payment will equal the cost of insurance and any applicable monthly expense charges deducted for such increase.

PERIODIC REPORTS

We will send you at least once each year a report which shows the current Account Value, Cash Surrender Value and premiums paid since the last report. The report will also show the allocation of your Account Value as of the date of the report and the amounts added to or deducted from your Account Value of each Division since the last report. The report will include any other information that may be currently required by the insurance supervisory official of the jurisdiction in which this policy is delivered.

Form 2502 (VUL)					23

ILLUSTRATION OF BENEFITS AND VALUES

We will send you, upon written request, a hypothetical illustration of future death benefits and Account Values. This illustration will include the information as required by the laws or regulations where this policy is delivered. If you request more than one illustration during a policy year, we will charge a reasonable fee for each additional illustration. The maximum amount of this fee is shown in the Schedule.

NONPARTICIPATING

The policy does not participate in our surplus earnings.

CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule. Unless you are otherwise notified:

1. All requests and payments should be sent to us at our Customer Service Center; and
2. All transactions are effective as of the Valuation Date the required information is received at our Customer Service Center.

PAYOUTS OTHER THAN AS ONE SUM

ELECTION

During the insured's lifetime, you may elect that the beneficiary receive the proceeds upon death of the insured other than in one sum. If you have not made an election, the Beneficiary may do so within 60 days after we receive due proof satisfactory to us of the insured's death. You may also elect to take the Net Cash Surrender Value of the policy upon its surrender other than in one sum. Satisfactory written request must be received at our Customer Service Center before payment can be made. A payee that is not a natural person may not be named without our consent. The various methods of settlement are described in the following Payout Options section.

PAYOUT OPTIONS

• OPTION I. Payouts for a Designated Period. Payouts will be made in 1, 2, 4, or 12 installments per year as elected for a designated period, which may be 5 to 30 years. The installment dollar amounts will be equal except for any excess interest as described below. The amount of the first monthly payout for each $1,000 of Account Value applied is shown in Settlement Option Table I.
• OPTION II. Life Income With Payouts for Designated Period. Payouts will be made in 1, 2, 4, or 12 installments per year throughout the payee's lifetime, or if longer, for a period of 5, 10, 15 or 20 years as elected. The installment dollar amounts will be equal except for any excess interest, as described below. The amount of the first monthly payout for each $1,000 of Account Value applied is shown in Settlement Option Table II. This option is not available for ages not shown in the Table.
• Payouts for Payout Option II will be determined by using the 1983 Individual Annuity Mortality Table for the appropriate sex at 3-1/2% interest.
• OPTION III. Hold at Interest. Amounts may be left on deposit with us to be paid upon the death of the payee or at any earlier date elected. Interest on any unpaid balance will be at the rate declared by us or at any higher rate required by law. Interest may be accumulated or paid in 1, 2, 4, or 12 installments per year, as elected. Money may not be left on deposit for more than 30 years.

Form 2502 (VUL)					24

• OPTION IV. Payouts of a Designated Amount. Payouts will be made until proceeds, together with interest, which will be at the rate declared by us or at any higher rate required by law, are exhausted. Payouts will be made in 1, 2, 4, or 12 equal installments per year, as elected.
• OPTION V. Other. Settlement may be made in any other manner as agreed upon in writing between you (or the beneficiary) and us.

CHANGE AND WITHDRAWAL

You may change an election at any time before the death of the insured. If you have given the beneficiary the right to make changes or withdrawals, or if the beneficiary has elected the option, the beneficiary (as primary payee) may take the actions below.

1. Changes may be made from Payout Options I, III, and IV to another option.
2. Full withdrawals may be made under Payout Option III or IV. Partial Withdrawals of not less than $300 may be made under Payout Option III.
3. Remaining installments under Payout Option I may be commuted at 3½% interest and received in one sum.
4. Changes in any contingent payee designation may be made.

A written request must be sent to our Customer Service Center in writing to make a change or withdrawal. We also may require that you send in the Supplemental Policy. We may defer payment of commuted and withdrawable amounts for a period up to 6 months.

EXCESS INTEREST

If we declare that Payout Options are to be credited with an interest rate above that guaranteed, it will apply to Payout Options I, II, III, and IV. The crediting of excess interest for one period does not guarantee the higher rate for other periods. Any declared interest rate will be in effect for at least 12 months.

MINIMUM AMOUNTS

The minimum amount which may be applied under any option is $2,000. If the payments to the payee are ever less than $20, we may change the frequency of payments so as to result in payments of at least that amount.

SUPPLEMENTARY POLICY

When an option becomes effective, the policy will be surrendered in exchange for a Supplementary Policy. It will provide for the manner of settlement and rights of the payees. The Supplementary Policy's effective date will be the date of the insured's death or the date of other settlement. The first payment under Options I, II, and IV will be payable as of the effective date. The first interest payment under Option III will be made as of the end of the interest payment period elected. Subsequent payments will be made in accordance with the frequency of payment elected. The Supplementary Policy may not be assigned or payments made to another without our consent.

INCOME PROTECTION

Unless otherwise provided in the election, a payee does not have the right to commute, transfer or encumber amounts held or installments to become payable. To the extent provided by law, the proceeds, amount retained, and installments are not subject to any payee's debts, policies, or engagements.

Form 2502 (VUL)					25 

DEATH OF PRIMARY PAYEE

Upon the primary payee's death, any payments certain under Option I or II, interest payments under Option III, or payments under Option IV will be continued to the contingent payee. Or, amounts may be released in one sum if permitted by the policy. The final payee will be the estate of the last to die of the primary payee and any contingent payee.

PAYMENTS OTHER THAN MONTHLY

The tables which follow show monthly installments for Options I and II. To arrive at annual, semiannual, or quarterly payments, multiply the appropriate figures by 11.813, 5.957 or 2.991, respectively. Factors for other periods certain or for other options which may be provided by mutual agreement will be provided upon reasonable request.

ForM 2502 (VUL)					26

SETTLEMENT OPTION TABLES

SETTLEMENT OPTION TABLE I

(Per $1,000 of Net Proceeds)

No. of Years Payable	Monthly Installments	No. of Years Payable	Monthly Installments
1	$84.65	16	6.76
2	43.05	17	6.47
3	29.19	18	6.20
4	22.27	19	5.97
5	18.12	20	5.75
6	15.35	21	5.56
7	13.38	22	5.39
8	11.90	23	5.24
9	10.75	24	5.09
10	9.83	25	4.96
11	9.09	26	4.84
12	8.46	27	4.73
13	7.94	28	4.63
14	7.49	29	4.53
15	7.10	30	4.45

Form 2502 (VUL)					27

SETTLEMENT OPTION TABLE II
Female

(Per $1,000 of Net Proceeds)

Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installments
Female	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain	Female	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain
15	3.19	3.19	3.19	3.19	41	3.76	3.76	3.75	3.73
16	3.20	3.20	3.20	3.20	42	3.80	3.80	3.78	3.77
17	3.22	3.22	3.21	3.21	43	3.84	3.84	3.82	3.81
18	3.23	3.23	3.23	3.23	44	3.88	3.88	3.86	3.84
19	3.24	3.24	3.24	3.24	45	3.93	3.92	3.91	3.88
20	3.26	3.26	3.26	3.25	46	3.98	3.97	3.95	3.92
21	3.27	3.27	3.27	3.27	47	4.03	4.02	4.00	3.97
22	3.29	3.29	3.29	3.28	48	4.08	4.07	4.05	4.01
23	3.31	3.30	3.30	3.30	49	4.13	4.12	4.10	4.06
24	3.32	3.32	3.32	3.32	50	4.19	4.18	4.15	4.11
25	3.34	3.34	3.34	3.33	51	4.25	4.24	4.21	4.16
26	3.36	3.36	3.35	3.35	52	4.32	4.30	4.26	4.21
27	3.38	3.38	3.37	3.37	53	4.38	4.36	4.33	4.27
28	3.40	3.40	3.39	3.39	54	4.46	4.43	4.39	4.32
29	3.42	3.42	3.41	3.41	55	4.53	4.51	4.46	4.38
30	3.44	3.44	3.43	3.43	56	4.61	4.58	4.53	4.44
31	3.46	3.46	3.46	3.45	57	4.70	4.66	4.60	4.51
32	3.49	3.48	3.48	3.48	58	4.79	4.75	4.68	4.57
33	3.51	3.51	3.51	3.50	59	4.88	4.84	4.76	4.64
34	3.54	3.54	3.53	3.52	60	4.99	4.93	4.84	4.70
35	3.57	3.56	3.56	3.55	61	5.09	5.03	4.93	4.77
36	3.60	3.59	3.59	3.58	62	5.21	5.14	5.02	4.84
37	3.63	3.62	3.62	3.61	63	5.33	5.25	5.12	4.91
38	3.66	3.65	3.65	3.64	64	5.46	5.37	5.21	4.98
39	3.69	3.69	3.68	3.67	65	5.60	5.50	5.31	5.05
40	3.73	3.72	3.71	3.70	66	5.75	5.63	5.42	5.12

Form 2502 (VUL)					28

SETTLEMENT OPTION TABLE II/Female
(Continued)

(Per $1,000 of Net Proceeds)

Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installment
Female	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain	Female	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain
67	5.91	5.77	5.53	5.19	92	14.45	9.61	7.09	5.75
68	6.08	5.91	5.63	5.25	93	14.81	9.66	7.10	5.75
69	6.26	6.07	5.74	5.32	94	15.16	9.70	7.10	5.75
70	6.46	6.23	5.86	5.37	95	15.49	9.73	7.10	5.75
71	6.67	6.40	5.97	5.43	96	15.80	9.76	7.10
72	6.89	6.58	6.08	5.48	97	16.11	9.79	7.10
73	7.13	6.76	6.18	5.52	98	16.40	9.80	7.10
74	7.39	6.95	6.29	5.57	99	16.68	9.82	7.10
75	7.67	7.14	6.39	5.60	100	16.95	9.82	7.10
76	7.96	7.34	6.48	5.63	101	17.20	9.83
77	8.28	7.54	6.57	5.66	102	17.43	9.83
78	8.61	7.74	6.65	5.68	103	17.62	9.83
79	8.97	7.94	6.72	5.70	104	17.78	9.83
80	9.34	8.13	6.79	5.71	105	17.91	9.83
81	9.73	8.32	6.84	5.72	106	18.00
82	10.14	8.50	6.89	5.73	107	18.06
83	10.57	8.67	6.94	5.74	108	18.09
84	11.01	8.83	6.97	5.74	109	18.11
85	11.46	8.97	7.00	5.75	110	18.11
86	11.91	9.10	7.02	5.75
87	12.36	9.22	7.04	5.75
88	12.81	9.32	7.06	5.75
89	13.25	9.41	7.07	5.75
90	13.67	9.48	7.08	5.75
91	14.07	9.55	7.09	5.75

Form 2502 (VUL)					29

SETTLEMENT OPTION TABLE II

Male

(Per $1,000 of Net Proceeds)

Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installments
Male	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain	Male	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain
15	3.28	3.28	3.27	3.27	41	4.01	4.00	3.97	3.94
16	3.29	3.29	3.29	3.28	42	4.06	4.04	4.01	3.98
17	3.31	3.31	3.30	3.30	43	4.11	4.09	4.06	4.02
18	3.32	3.32	3.32	3.32	44	4.16	4.14	4.11	4.06
19	3.34	3.34	3.34	3.33	45	4.22	4.20	4.16	4.11
20	3.36	3.36	3.35	3.35	46	4.28	4.25	4.21	4.16
21	3.38	3.38	3.37	3.37	47	4.34	4.31	4.27	4.21
22	3.40	3.40	3.39	3.39	48	4.41	4.38	4.33	4.26
23	3.42	3.42	3.41	3.41	49	4.48	4.44	4.39	4.31
24	3.44	3.44	3.43	3.43	50	4.55	4.51	4.45	4.36
25	3.46	3.46	3.45	3.45	51	4.62	4.58	4.52	4.42
26	3.49	3.48	3.48	3.47	52	4.70	4.66	4.58	4.48
27	3.51	3.51	3.50	3.49	53	4.79	4.74	4.65	4.54
28	3.54	3.53	3.53	3.52	54	4.88	4.82	4.73	4.60
29	3.56	3.56	3.55	3.54	55	4.97	4.91	4.80	4.66
30	3.59	3.59	3.58	3.57	56	5.07	5.00	4.88	4.72
31	3.62	3.62	3.61	3.60	57	5.17	5.10	4.97	4.78
32	3.65	3.65	3.64	3.62	58	5.29	5.20	5.05	4.85
33	3.68	3.68	3.67	3.65	59	5.41	5.31	5.14	4.91
34	3.72	3.71	3.70	3.68	60	5.53	5.42	5.23	4.97
35	3.75	3.75	3.73	3.72	61	5.67	5.54	5.33	5.04
36	3.79	3.78	3.77	3.75	62	5.81	5.67	5.42	5.10
37	3.83	3.82	3.81	3.78	63	5.97	5.80	5.52	5.16
38	3.87	3.86	3.85	3.82	64	6.13	5.94	5.62	5.22
39	3.92	3.90	3.89	3.86	65	6.31	6.08	5.72	5.28
40	3.96	3.95	3.93	3.90

Form 2502 (VUL)					30

SETTLEMENT OPTION TABLE II/Male
(Continued)

(Per $1,000 of Net Proceeds)

Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birthday When First Installment is Payable	Monthly Installment
Male	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain	Male	5 Years Certain	10 Years Certain	15 Years Certain	20 Years Certain
66	6.49	6.23	5.82	5.33	91	14.64	9.64	7.09	5.75
67	6.69	6.38	5.92	5.38	92	15.00	9.68	7.10	5.75
68	6.90	6.54	6.02	5.43	93	15.34	9.72	7.10	5.75
69	7.12	6.71	6.12	5.48	94	15.68	9.75	7.10	5.75
70	7.35	6.87	6.21	5.52	95	16.00	9.78	7.10	5.75
71	7.60	7.05	6.30	5.55	96	16.30	9.80	7.10
72	7.86	7.22	6.39	5.59	97	16.59	9.81	7.10
73	8.13	7.40	6.47	5.62	98	16.86	9.82	7.10
74	8.42	7.57	6.55	5.64	99	17.11	9.83	7.10
75	8.72	7.75	6.62	5.66	100	17.33	9.83	7.10
76	9.04	7.92	6.69	5.68	101	17.53	9.83
77	9.37	8.09	6.75	5.70	102	17.69	9.83
78	9.72	8.26	6.81	5.71	103	17.82	9.83
79	10.08	8.42	6.86	5.72	104	17.92	9.83
80	10.44	8.57	6.90	5.73	105	18.00	9.83
81	10.82	8.71	6.94	5.74	106	18.05
82	11.21	8.85	6.97	5.74	107	18.08
83	11.59	8.97	7.00	5.75	108	18.10
84	11.99	9.09	7.02	5.75	109	18.11
85	12.38	9.20	7.04	5.75	110	18.11
86	12.76	9.29	7.05	5.75
87	13.15	9.38	7.07	5.75
88	13.53	9.46	7.08	5.75
89	13.91	9.53	7.08	5.75
90	14.28	9.59	7.09	5.75

Form 2502 (VUL)					31

This Policy is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Death benefits and other values provided by this contract, when based on the investment experience of a separate account, are variable. These values may increase or decrease based on investment experience and are not guaranteed as to fixed dollar amount. Death benefits are payable by us upon the death of the insured. There is no maturity date. Flexible premiums are payable by you during the lifetime of the insured until the policy anniversary nearest the insured's 100^th birthday.

Form 2502 (VUL)					32

SECURITY LIFE OF DENVER INSURANCE COMPANY
A Stock Company

Customer Service Center
P. O. Box 173888; Denver, Colorado 80217
Toll Free Number: 1(800)848-6362

COVERSHEET FOR SPECIMEN POLICY:

FirstLine 2 - 2502(VUL)-6/98

for issue in the States of:

• Alabama, Arizona, Arkansas, Delaware, Georgia, Hawaii, Iowa, Illinois, Kentucky, Maine, Nevada, Ohio, Rhode Island, Wyoming and the Virgin Islands.

Form 2502 (VUL)					33

EX-1.A5AV

FORM 2502 (VUL)

EX-1.A8AIX

EXHIBIT 1.A(8)(a)(ix)

M FUND, INC.
PARTICIPATION AGREEMENT
With
SECURITY LIFE OF DENVER INSURANCE COMPANY

           THIS AGREEMENT, made and entered into as of the 1st day of December, 2000, by and among M Fund, Inc., a corporation organized and existing under the laws of the State of Maryland (the "Fund"), M Financial Investment Advisers, Inc., a corporation organized and existing under the laws of the State of Colorado (the "Adviser") and Security Life of Denver Insurance Company, a life insurance company organized and existing under the laws of the State of Colorado (the "Company"), on its own behalf and on behalf of each separate account of the Company identified herein.

           WHEREAS, the Fund is a series-type mutual fund offering shares of beneficial interest (the "Fund shares") consisting of one or more series ("Series") of shares ("Series shares"), each such Series share representing an interest in a particular managed portfolio of securities and other assets; and

           WHEREAS, the Fund was established for the purpose of serving as an investment vehicle for insurance company separate accounts supporting variable annuity contracts and variable life insurance policies to be offered by insurance companies; and

           WHEREAS, the Company desires that the Fund serve as an investment vehicle for certain separate account(s) of the Company;

           NOW, THEREFORE, in consideration of their mutual promises, the Fund, the Adviser, and the Company agree as follows:

ARTICLE I. Additional Definitions

1.1.           "Account" -- each separate account of the Company described more specifically in Schedule I to this Agreement (as may be amended from time to time).

1.2.           "Business Day" -- each day that the Fund is open for business as provided in the Fund Prospectus.

1.3.           "Code" -- the Internal Revenue Code of 1986, as amended.

1.4.           "Contracts" -- the class or classes of variable life insurance policies issued by the Company and described more specifically on Schedule 1 to this Agreement, as it may be amended from time to time.

1.5.           "Contract Owners" -- the owners of the Contracts, as distinguished from all Product Owners.

1.6.           "NASD" -- National Association of Securities Dealers, Inc.

1.7.           "Participating Account" -- a separate account investing all or a portion of its assets in the Fund, including the Account.

1.8.           "Participating Insurance Company" -- any insurance company investing in the Fund on its behalf or on behalf of a Participating Account, including the Company.

1.9.           "Products" -- variable annuity contracts and variable life insurance policies supported by Participating Accounts investing assets attributable thereto in the Fund, including the Contracts.

1.10.      "Product Owners" -- owners of Products, including Contract Owners.

1.11.      "Private Placement Memorandum" -- with respect to the Products offered by the Company, each version of the definitive disclosure document therefor and supplements thereto which may be issued by the Company.

1.12.      "Prospectus" -- with respect to the Fund shares, each version of the definitive prospectus therefor or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act. With respect to any provision of this Agreement requiring a party to take action in accordance with a Prospectus, such reference thereto shall be deemed to be to the version last so filed prior to the taking of such action. For purposes of Section 4.6 and Article VIII, the term "Prospectus" shall include any statement of additional information incorporated therein.

1.13.      "Registration Statement" -- with respect to the Fund shares, the registration statement filed with the SEC to register the securities issued thereby under the 1933 Act, or the most recently filed amendment thereto, in either case in the form in which it was declared or became effective. The Fund Registration Statement was filed on Form N-IA (File No. 3395472).

1.14.      "1940 Act Registration Statement" -- the registration statement filed with the SEC to register such person as an investment company under the 1940 Act, or the most recently filed amendment thereto. The Fund 1940 Act Registration Statement was filed on Form N- 1 A (File No. 8119082).

1.15.      "Statement of Additional Information" -- with respect to the Fund, each version of the definitive statement of additional information or supplement thereto filed with the SEC pursuant to Rule 497 under the 1933 Act.

1.16.      "SEC" -- the Securities and Exchange Commission.

1.17.      "1933 Act" -- the Securities Act of 1933, as amended.

1.18.      "1940 Act" -- the Investment Company Act of 1940, as amended.

ARTICLE II. Sale of Fund Shares

2.1.      The Fund shall make shares of those Series listed on Schedule 2 to this Agreement available for purchase by the Company on its own behalf or on behalf of the Account, such purchases to be effected at net asset value in accordance with Section 2.3 of this Agreement. Notwithstanding the foregoing, (i) Fund Series in existence now or that may be established in the future and not listed on Schedule 2 will be made available to the Company only as the Adviser may so provide, and (ii) the Board of Directors of the Fund (the "Fund Board") may suspend or terminate the offering of Fund shares of any Series or class thereof, if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Fund Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, suspension or termination is necessary or in the best interests of the shareholders of any Series; it being understood that "shareholders" for this purpose shall mean Product Owners.

           Without limiting the foregoing, the Fund and the Adviser are concerned that the Fund and Product Owners may be adversely affected by Product Owners or other investors whose purchase and redemption activity indicates market timing or other large, short-term trading activity; accordingly, the Fund reserves the right to adopt procedures to reduce, discourage or eliminate such trading activity, including the rights after written notice to Company (i) to reject specific purchase orders, and (ii) to delay paying redemption proceeds to the fullest extent permitted by law. The Company agrees to cooperate with the Fund and Adviser and to assist in implementing such restrictions on purchase, redemption and transfer activity as the Fund or Adviser reasonably determine, in good faith, are necessary for the protection of the Fund and Product Owners.

2.2.      The Fund shall redeem, at the Company's request, any full or fractional shares of the Fund held by the Company on behalf of the Account, such redemptions to be effected at net asset value in accordance with Section 2.3 of this Agreement. Notwithstanding the foregoing, the Fund may delay redemption of Fund shares of any Series to the extent permitted by the 1940 Act or any rules, regulations or orders thereunder.

2.3.      The Fund shall use its best efforts to calculate and provide the net asset value per share for each Series to the Company by 5:30 p.m. Eastern Time each Business Day, and in any event, as soon as reasonably practicable after the net asset value per share for such Series is calculated, in accordance with the Fund Prospectus.

      (a)     With respect to payment of the purchase price by the Company and of redemption proceeds by the Fund, the Company and the Fund shall net purchase and redemption orders with respect to each Fund and shall transmit one net payment per Fund in accordance with (c) below.

     (b)      If the Fund provides materially incorrect Share net asset value information (as determined under SEC guidelines) the Company shall be entitled to an adjustment to the number of Shares purchased or redeemed to reflect the correct net asset value per Share. Any material error in the calculation or reporting of net asset value per Share, dividend or capital gain information shall be reported promptly upon discovery to the Company. Neither the Fund, any Series, the Adviser, nor any of their affiliates shall be liable for any information provided to the Company pursuant to this Agreement to the extent such information is based on incorrect information supplied by the Company to the Fund or the Adviser.

     (c)      The company will wire payment for net purchases to a custodial account designated by the Fund by 2:00 p.m. Eastern Time on the same day as the order for Shares is placed, to the extent practicable. The Fund will wire payment for net redemptions to an account designated by the Company by 2:00 p.m. Eastern Time on the same day as the Order is placed, to the extent practicable, but in any event within five (5) calendar days after the date the order is placed in order to enable the Company to pay redemption proceeds.

     (d)      Share purchase payments and redemption orders that result from purchase payments, premium payments, surrenders and other transactions under Contracts (collectively, "Contract transactions") and that the Company receives prior to the close of regular trading on the New York Stock Exchange on a Business Day will be executed at the net asset values of the appropriate funds next computed after receipt by the Fund or its designated agent of the orders. For purposes of this Section 2.3(d) the Company shall be the designated agent of the Fund for receipt of orders relating to Contract transactions on each Business Day and receipt by such designated agent shall constitute receipt by the Fund; provided that the Fund receives notice of such orders by 10:00 a.m. Eastern Time on the next following Business Day or such later time as computed in accordance with (a) hereof.

     (e)      All other Share purchases and redemptions by the Company will be effected at the net asset values of the appropriate Funds next computed after receipt by the Fund or its designated agent of the order therefor, and such orders will be irrevocable.

2.4.     The Company will use the data provided by the Fund each Business Day pursuant to paragraph 2.3 to calculate Account unit values and to process transactions that receive that same Business Day's Account unit values. The Company will perform such Account processing the same Business Day, and will place corresponding orders to purchase or redeem Shares with the Fund by 9:00 a.m. Central Time the following Business Day; provided, however that the Fund shall provide additional time to the Company in the event that the Fund is unable to meet the 5:30 p.m. time stated in paragraph 2.3. Such additional time shall be equal to the additional time that the Fund takes to make the net asset values available to the Company.

2.5.     The Fund shall furnish notice to the Company (by fax, or telephone followed by written confirmation) as soon as reasonably practicable of any income dividends or capital gain distributions payable on any Series shares. The Company, on its behalf and on behalf of the Account, hereby elects to receive all such dividends and distributions as are payable on any Series shares in the form of additional shares of that Series. The Company reserves the right, on its behalf and on behalf of the Account, to revoke this election and to receive all such dividends and distributions in cash. The Fund shall notify the Company promptly of the number of Series shares so issued as payment of such dividends and distributions.

2.6.     Issuance and transfer of Fund shares shall be by book entry only. Stock certificates will not be issued to the Company or the Account. Purchase and redemption orders for Fund shares shall be recorded in an appropriate ledger for the Company on behalf of its Account.

2.7.     Withdrawal From Fund

     (a)      The Company may withdraw the Account's investment in the Fund or a Series of the Fund only: (i) as necessary to facilitate Contract Owner requests; (ii) upon a determination by a majority of the Fund Board, or a majority of disinterested Fund Board members, that an irreconcilable material conflict exists among (x) the interests of all Product Owners or (y) the interests of the Participating Insurance Companies investing in the Fund; (iii) upon requisite vote of the Contract Owners having an interest in the affected Series; (iv) as required by state and/or federal laws or regulations or judicial or other legal precedent of general implication; (v) upon sixty (60) days advance written notice; (vi) from a Series, upon a change in the Portfolio Manager for that Series; or (vii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act.

     (b)      The Company shall not, without the prior written consent of the Adviser (unless otherwise required by applicable law), solicit, induce or encourage Contract Owners to change or modify the Fund or change the Fund's investment adviser.

2.8.      The Fund shall sell Fund shares only to Participating Insurance Companies and their separate accounts and to persons or plans ("Qualified Persons") that qualify to purchase and hold shares of the Fund under Section 817(h) of the Code. The Fund shall not sell Fund shares to any insurance company, separate account or Qualified Person unless an agreement containing provisions substantially similar to Articles II, V, and V11 of this Agreement is in effect to govern such sales to the extent required in order to comply with the "Exemptive Order" referred to in Section 7.1 below.

ARTICLE III. Representations and Warranties

3.1.      The Company represents and warrants that: (i) the Company is an insurance company duly organized, duly existing and in good standing under Colorado insurance law; (ii) the Account is (or will be prior to the purchase by the Company of Fund shares for the Account) a validly existing separate account, duly established and maintained in accordance with applicable law; (iii) the Contracts will be issued in compliance in all material respects with all applicable federal and state laws; (iv) the Contracts currently are and at the time of issuance will be treated as life insurance policies under applicable provisions of the Code; and (v) the Company and the Account qualify (or will qualify prior to the purchase by the Company of Fund shares for the Account) to purchase and hold shares of the Fund under Section 817(h) of the Code.

3.2.      The Fund represents and warrants that: (i) the Fund is a corporation duly organized, validly existing and in good standing under Maryland law; (ii) the Fund's 1940 Act Registration Statement has been filed with the SEC in accordance with the provisions of the 1940 Act and the Fund is and shall remain duly registered as an open-end management investment company thereunder; (iii) the Fund Registration Statement has been declared effective by the SEC; (iv) Fund shares sold pursuant to this Agreement have been duly authorized for issuance in accordance with applicable law; (v) the Fund currently qualifies as a "regulated investment company" under Subchapter M of the Code and is and shall remain in compliance with Section 817(h) of the Code; (vi) the Fund's investment policies are in material compliance with any investment restrictions set forth on Schedule 3 to this Agreement; and (vii) the Fund does and will comply in all material respects with the 1940 Act. The Fund will use its best efforts to comply with applicable state insurance laws or regulations, to the extent specifically requested in writing by the Company including, the furnishing of information not otherwise available to the Company which is required by state insurance law to enable the Company to obtain the authority needed to issue the Contracts in any applicable state.

3.3.      The Adviser represents and warrants that it is and will remain registered in all material respects as an investment adviser under federal and all applicable state securities laws, and shall perform its obligations hereunder in compliance in all material respects with any such applicable state and federal laws. The Adviser represents that it will manage the Fund consistent with the Fund's investment objectives, policies, and restrictions.

3.4.      Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or trust action; as applicable, by such party, and, when so executed and delivered, this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

3.5.      The Fund represents and warrants that all of its directors, officers, and employees dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule l7g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

3.6.      The Company represents and warrants that all of its directors, officers, and employees dealing with the money and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund, in an amount not less than the minimal coverage as required currently by entities subject to the requirements of Rule 17g-1 of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid Bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

3.7.      The Fund represents that its Board of directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act and the Rules thereunder and as modified by applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.

ARTICLE IV. Filings, Information and Expenses

4.1.      The Fund shall amend the Fund Registration Statement and the Fund's 1940 Act Registration Statement from time to time as required in order to effect the continuous offering of Fund shares and to maintain the Fund's registration under the 1940 Act for so long as Fund shares are sold. The Fund shall file, register, qualify and obtain approval of the Fund shares for sale under state securities laws to the extent deemed advisable by the Adviser.

4.2.      Unless other arrangements are made, the Fund shall provide the Company with: (i) a copy, in camera-ready form or otherwise suitable for printing or duplication, of each Fund Prospectus and any supplement thereto and each Fund Statement of Additional Information and any supplement thereto; and (ii) copies of the Fund's proxy materials, reports to shareholders, and other communications to shareholders in such quantity, if any, as the Company shall reasonably require for distributing to Contract Owners.

4.3.      The Company shall file, register, qualify and obtain approval of the Contracts for sale to the extent required by applicable insurance and other laws of the various states.

4.4.      The Company shall inform the Fund of any investment restrictions imposed by state insurance law that may become applicable to the Fund from time to time as a result of the Account's investment therein (including, but not limited to, restrictions with respect to fees and expenses and investment policies), other than those set forth on Schedule 3 to this Agreement. Upon receipt of such information from the Company, the Fund shall determine whether it is in the best interests of shareholders to comply with any such restrictions. If the Fund determines that it is not in the best interests of shareholders ("shareholders" for this purpose shall mean Product Owners), the Fund shall so inform the Company, and the Fund and the Company shall discuss alternative accommodations in the circumstances. If the Fund determines that it is in the best interests of shareholders to comply with such restrictions, the Fund and the Company shall amend Schedule 3 to this Agreement to reflect such restrictions.

4.5.      The Company shall provide Contract private placement memoranda, Fund Prospectuses, and Fund Statements of Additional Information, reports, solicitations for voting instructions including any related Fund proxy solicitation materials, and all amendments or supplements to any of the foregoing, to Contract Owners and qualified prospective Contract Owners, to the extent required by the federal securities laws, the Exemptive Order referred to in Article VII hereof, and applicable state insurance or securities laws.

4.6.      All expenses incident to each party's performance under this Agreement (including expenses expressly assumed by such party pursuant to this Agreement) shall be paid by such party to the extent permitted by law.

      (a)     Expenses assumed by the Fund include, but are not limited to, the costs of: (i) registration and qualification of the Fund shares under the federal securities laws; (ii) preparation and filing with the SEC of the Fund Prospectus, Fund Registration Statement, Fund proxy materials and shareholder reports, and preparation of a camera-ready copy thereof; (iii) preparation of all statements and notices required by any federal or state securities law; (iv) all taxes on the issuance or transfer of Fund shares; solicitation and tabulation of proxies and (v) any expenses permitted to be paid or assumed by the Fund pursuant to a plan, if any, under Rule l2b-1 under the 1940 Act. The Fund otherwise shall pay no fee or other compensation to the Company under this Agreement, unless the parties otherwise agree, except that if the Fund or any Series adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, then payments may be made to the Company in accordance with such plan. The Fund currently does not intend to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act or in contravention of such rule, although it may make payments pursuant to Rule 12b-1 in the future. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund under-takes to have a Board of Directors, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b- 1 to finance distribution expenses.

      (b)     Expenses assumed by the Company include, but are not limited to, the costs of: (i) filing and qualification of the Contracts under applicable state insurance or securities laws; (ii) preparation and dissemination of necessary disclosure documents for the Contracts or the Account; (iii) preparation and dissemination of all statements and notices relating to the Contracts to Contract Owners required by any federal or state insurance law; and (iv) distribution of Fund proxy materials and reports to Contract Owners.

4.7.     Each Party agrees to cooperate with the others, as applicable, in arranging to print, mail and deliver, in a timely manner, prospectuses, private placement memoranda and other materials of the Fund and the Company.

4.8.      The Fund and the Adviser shall not give any information or make any representations on behalf of the Company or concerning the Company, the Account or the Contracts other than the information or representations contained in disclosure documents for the Contracts (private placement memoranda) or in published reports of the Account which are in the public domain or approved in advance in writing by the Company for distribution to Contract Owners.

4.9.     The Fund and the Company shall provide to the other upon request at least one complete copy of all Registration Statements, Prospectuses, Statements of Additional Information, private placement memoranda, periodic and other shareholder or Contract Owner reports, proxy statements, solicitations of voting instructions, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, that relate to the Fund, the Contracts or the Account, as the case may be, promptly after the filing by or on behalf of such party of such document with the SEC or other regulatory authorities, to the extent such filings are applicable.

4.10.      Each party shall provide to the other upon request copies of Registration Statements, Prospectuses, Statements of Additional Information, private placement memoranda, periodic and other shareholder or Contract Owner reports, proxy statements, solicitations for voting instructions, applications for exemptions, requests for no-action letters, and all amendments or supplements to any of the above, to the extent that the other party reasonably needs such information for purposes of preparing a report or other filing to be filed with or submitted to a regulatory agency, and to the extent such exists. If a party requests any such information before it has been filed, the other party will provide the requested information if then available and in the version then available at the time of such request.

4.11.     Each party hereto shall cooperate with the other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance or securities regulators) and shall permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. However, such access shall not extend to attorney-client or other privileged information.

4.12.      The Fund and Advisor will immediately notify the Company of (i) the issuance by any court or regulatory body of a stop order, cease and desist order, or other similar order with respect to the Fund's registration under the 1933 Act or Prospectus, (ii) any request by the SEC to such registration or amendment to the Fund Prospectus that may affect the offering of Shares, (iii) the initiation of any proceedings for that purpose or for any other purpose relating to the registration or offering of the Fund's Shares, or (iv) any other action or circumstances that may prevent the lawful offer or sale of Shares of the Funds in any state or jurisdiction, including, without limitation, any circumstances in which (a) such Shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law, or (b) such law precludes the use of such Shares as an underlying investment medium of the Contracts issued or to be issued by the Company. The Fund will make every reasonable effort to prevent the issuance, with respect to any Fund, of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

4.13.      The Company will immediately notify the Fund and Adviser of (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order with respect to each Account's registration (or exception) under the 1933 Act relating to the Contracts, (ii) any request by the SEC for change to such registration that may affect the offering of Shares of the Funds, (iii) the initiation of proceedings for that purpose or for any other purpose relating to the registration, exemption or offering of each Account's interests pursuant to the Contracts, or (iv) any other action or circumstances that may prevent the lawful offer or sale of said interests in any state or jurisdiction, including, without limitation, any circumstances in which said interests are not registered or exempt and, in all material respects, issued and sold in accordance with applicable state and federal law. The Company will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

4.14.      The Company reserves the right to modify any of the Contracts in any respect whatsoever. The Company reserves the right in its sole discretion to suspend the sale of any of the Contracts, in whole or in part, or to accept or reject any application for the sale of a Contract. The Company agrees to notify the Fund and the Adviser promptly upon the occurrence of any event the Company believes might necessitate a material modification or suspension.

ARTICLE V. Voting of Fund Shares

5.1.      With respect to any matter put to vote by the holders of Fund shares or Series shares ("Voting Shares"), to the extent required by law (including the Exemptive Order referred to in Section 7.1 below) the Company shall:

      (a)     solicit voting instructions from Contract Owners to which Voting Shares are attributable;

      (b)     vote Voting Shares of each Series attributable to Contract Owners in accordance with instructions or proxies timely received from such Contract Owners;

      (c)     vote Voting Shares of each Series attributable to Contract Owners for which no instructions have been received in the same proportion as Voting Shares of such Series for which instructions have been timely received; and

      (d)     vote Voting Shares of each Series held by the Company on its own behalf or on behalf of the Account that are not attributable to Contract Owners in the same proportion as Voting Shares of such Series for which instructions have been timely received;

provided, however, that if the SEC changes its interpretations of voting privileges for variable contracts the Company may vote such shares in its own right. The Company shall be responsible for assuring that voting privileges for the Account are calculated in a manner consistent with the provisions set forth above and with the manner employed by all other Participating Accounts.

ARTICLE VI. Compliance with Code

6.1.      The Fund shall use its best efforts to comply with Section 817(h) of the Code, and all regulations issued thereunder and shall notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

6.2.      The Fund shall use its best efforts to maintain its qualification as a regulated investment company (under Subchapter M of the Code or any successor or similar provision), and shall notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

6.3.      The Company shall maintain the treatment of the Contracts as life insurance policies under applicable provisions of the Code and shall notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

ARTICLE VII. Potential Conflicts

7.1.      The parties to this Agreement acknowledge that the Fund has obtained an order of exemption from the SEC (the "Exemptive Order," File No. 812-9674) granting relief from various provisions of the 1940 Act and the rules thereunder to the extent necessary to permit Fund shares to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated Participating Insurance Companies and other Qualified Persons (as defined in Section 2.8). The Fund hereby notifies the Company that Contracts Private Offering Memorandum disclosure regarding potential risks of such mixed and shared funding may be appropriate.

7.2.      The Fund Board shall monitor the existence of any material irreconcilable conflict between the interests of Product Owners. The Fund Board shall promptly inform the Company if it determines that a material irreconcilable conflict exists and the implications thereof.

     7.3.      (a) The Company shall report any potential or existing conflicts promptly to the Fund Board, and in particular whenever Contract Owner voting instructions are disregarded, and recognizes that it shall be responsible for assisting the Fund Board in carrying out its responsibilities in connection with the Exemptive Order. The Company agrees to carry out such responsibilities with a view only to the interests of Contract Owners.

                (b) The Company shall at least annually submit to the Fund Board such reports, materials or data as the Fund Board may reasonably request so that the Fund Board and the Fund may fully carry out the obligations imposed upon them by the conditions of the Exemptive Order, and such reports, material and data shall be submitted more frequently if deemed appropriate by the Fund Board.

7.4.      If a majority of the Fund Board, or a majority of its directors who are not "interested persons" as defined in the 1940 Act ("Disinterested Directors"), determines that a material irreconcilable conflict exists with regard to Contract Owner investments in the Fund, the Fund Board shall give prompt notice to all Participating Insurance Companies. If the Fund Board determines that the Company is responsible in full or in part for causing or creating said conflict, the Company (and other responsible Participating Insurance Companies) shall at no cost and expense to the Fund, and to the extent reasonably practicable (as determined by a majority of the Disinterested Directors), take such action as is necessary to remedy or eliminate the irreconcilable material conflict. Such necessary action may include, but shall not be limited to:

      (a)     Withdrawing the assets allocable to the Account from the Fund or any portfolio thereof and reinvesting such assets in a different investment medium, or submitting the question of whether such segregation should be implemented to a vote of all affected Contract Owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity Contract Owners, life insurance Contract Owners, or other Product Owners) that votes in favor of such segregation or offering to the affected Contract Owners the option of making such a change; and

      (b)     Establishing a new registered management investment company.

7.5.      If a material irreconcilable conflict arises as a result of a decision by the Company to disregard Contract Owner voting instructions and said decision represents a minority position or would preclude a majority vote by all Contract Owners having an interest in the Fund, the Company may be required, at the Fund Board's election, to withdraw the Account's investment in the Fund and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Any such withdrawal and termination must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Adviser and fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund (subject to Section 2.1 above). No charge or penalty will be imposed as a result of such withdrawal.

7.6.      If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Fund and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the Disinterested Directors. Until the end of the foregoing six month period, the Adviser and Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund (subject to Section 2.1 above).

7.7.      For purposes of this Article, a majority of the Disinterested Directors shall determine whether or not any proposed action adequately remedies any irreconcilable material conflict, but in no event shall the Fund be required to bear the expense of establishing a new funding medium for any Contract. The Company shall not be required by this Article to establish a new funding medium for any Contract if an offer to do so has been declined by vote of a majority of the Contract Owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Fund and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the Disinterested Directors.

7.8.      If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e3 is adopted, to provide exemptive relief from any provisions of the 1940 Act or the rules promulgated thereunder with respect to mixed and shared funding on terms and conditions materially different from those contained in the Exemptive Order, then (a) the Fund and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, or Rule 6e-3, as adopted, as applicable, to the extent such rules are applicable, and (b) Sections 7.2 through 7.7 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

8.1.      Indemnification by the Company. The Company shall indemnify and hold harmless the Fund, the Adviser and each person who controls the Fund or the Adviser within the meaning of such terms under the 1933 Act (but not any other Participating Insurance Companies or Qualified Plans) and any officer, trustee, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including investigative, legal and other expenses reasonably incurred in connection with, and amounts paid with the written consent of the Company in settlement of, an action, suit or proceeding or claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contracts and:

      (a)     arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the private placement memorandum or other disclosure documents for the Contracts or the Contracts themselves (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or such alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Fund or Adviser for use in such documents, or in the Contracts (or any amendment or supplement to any of the foregoing) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

      (b)     arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, only if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund or the Adviser by the Company; or

      (c)     arise out of or are based upon wrongful conduct of the Company or persons under its control (or subject to its authorization) with respect to the sale or distribution of the Contracts or Fund shares; or

      (d)     arise as a result of failure by the Company to provide the services and furnish the materials or to make any payments as required under this Agreement; or

      (e)     arise out of material breach by the Company of this Agreement.

This indemnification will be in addition to any liability that the Company may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

8.2.     Indemnification by the Adviser. The Adviser shall indemnify and hold harmless the Company and each person who controls the Company within the meaning of such term under the 1933 Act and any officer, director, employee or agent of the foregoing, against any and all losses, claims, damages or liabilities, joint or several (including investigative; legal and other expenses reasonably incurred in connection with, and amounts paid with the written consent of the Adviser in settlement of, an action, suit or proceeding or claim asserted), to which they or any of them may become subject under any statute or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities are related to the sale or acquisition of the Fund's shares or the Contract and:

      (a)     arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Fund Registration Statement, Fund Prospectus or sales literature or other promotional material of the Fund (or any amendment or supplement to any of the foregoing), or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made; provided that this obligation to indemnify shall not apply if such statement or omission or alleged statement or alleged omission was made in reliance upon and in conformity with information furnished in writing by the Company to the Fund or the Adviser for use in the Fund Registration Statement, Fund Prospectus or sales literature or promotional material for the Fund (or any amendment or supplement to any of the foregoing); or

      (b)     arise out of any untrue statement or alleged untrue statement of a material fact contained in private placement memorandum or other disclosure documents for the Contracts (or any amendment or supplement to any of the foregoing), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon information furnished in writing by or on behalf of the Adviser to the Company; or

      (c)     arise out of or are based upon wrongful conduct of the Fund or the Adviser with respect to the sale of Fund shares; or

      (d)     arise as a result of failure by the Fund or the Adviser to provide the services and furnish the materials required under the terms of this Agreement; or

     (e)      arise out of material breach by the Fund or the Adviser of this Agreement.

This indemnification will be in addition to any liability that the Adviser may otherwise have; provided, however, that no party shall be entitled to indemnification if such loss, claim, damage or liability is due to the willful misfeasance, bad faith, gross negligence or reckless disregard of duty by the party seeking indemnification.

8.3.     Indemnification Procedures. After receipt by a party entitled to indemnification ("indemnified party") under this Article VIII of notice of the commencement of any action, if a claim in respect thereof is to be made by the indemnified party against any person obligated to provide indemnification under this Article VIII ("indemnifying party"), such indemnified party will notify the indemnifying party in writing of the commencement thereof as soon as practicable thereafter, provided that the omission to so notify the indemnifying party will not relieve it from any liability under this Article VIII, except to the extent that the omission results in a failure of actual notice to the indemnifying party and such indemnifying party is damaged solely as a result of the failure to give such notice. The indemnifying party, upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel and to participate in the defense of such proceeding, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment against the indemnified party, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.

           A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive termination of this Agreement.

ARTICLE IX. Applicable Law

9.1.     This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Maryland, without giving effect to the principles of conflicts of law.

9.2.     This Agreement shall be subject to the provisions of the 1933 Act, 1940 Act and Securities Exchange Act of 1934, as amended, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant, and the terms hereof shall be limited, interpreted and construed in accordance therewith.

ARTICLE X. Termination

10.1.     This Agreement shall not terminate until the Fund is dissolved, liquidated, or merged into another entity, or, as to any Series of the Fund, the Account no longer invests in that Series. However, certain obligations of, or restrictions on, the parties to this Agreement may terminate as provided in Sections 10.2 and 10.3, and the Company may be required to redeem shares pursuant to Section 10.4 or in the circumstances contemplated by Article V11.

10.2.      Termination of the Fund's Obligation to Sell. The obligation of the Fund to sell shares to the Company pursuant to Article 11 of this Agreement shall terminate at the option of the Fund upon notice to the Company as provided below:

      (a)     the Fund Board has terminated the offering of Fund shares or Series shares pursuant to Section 2.1 of this Agreement; or

      (b)     upon institution of formal proceedings against the Company by the NASD, the SEC, me insurance commission of any state or any other regulatory body regarding the Company's duties under this Agreement or related to the sale of the Contracts, the operation of the Account, the administration of the Contracts or the purchase of Fund shares, or an expected or anticipated ruling, judgment or outcome which would, in the Fund's reasonable judgment, materially impair the Company's ability to meet and perform the Company's obligations and duties hereunder; or

     (c)      in the event any of the Contracts are not issued or sold in accordance with applicable federal and state law; or

      (d)     if either the Fund or the Adviser shall determine, in its sole judgment exercised in good faith, that either (1) the Company shall have suffered a material adverse change in its business or financial condition since the date of this Agreement or (2) the Company shall have been the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of either the Fund or the Adviser; or

      (e)     upon the Company's assignment of this Agreement (including, without limitation, any transfer of any Contract or the Account to another insurance company pursuant to an assumption reinsurance or other agreement) unless the Fund consents thereto; or

      (f)     upon termination pursuant to Section 10.1 or notice from the Company pursuant to Section 10.3.

Termination of the Fund's obligation shall take effect immediately upon the giving of such notice upon the occurrence of an event described in clauses (b) or (c) above, and 10 (ten) days after the giving of such notice in all other cases. In exercising its option to terminate its obligation to sell shares to the Company, the Fund will continue to make Fund shares available to the extent necessary to permit owners of Contracts in effect on the effective date of such termination (hereinafter referred to as "Existing Contracts") to reallocate investments in the Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional purchase payments under the Existing Contracts, unless the Existing Contracts are the basis for the termination. In that case, the Fund may nonetheless elect to continue to make Fund shares available for Existing Contracts and if it so elects, shall promptly notify the Company whether the Fund is electing to make Fund shares available after termination.

10.3.     As to the Company. The restrictions on the Company under Section 2.7(a) of this Agreement shall terminate at the option of the Company upon 10 days' notice to the Fund:

      (a)     if shares of any Series are not reasonably available to meet the requirements of the Contracts as determined by the Company, and the Fund, after receiving written notice from the Company of such non-availability, fails to make available a sufficient number of Fund shares to meet the requirements of the Contracts within 10 days after receipt thereof; or

      (b)     upon institution of formal proceedings against the Fund by the NASD, the SEC or any state securities or insurance commission or any other regulatory body; or

      (c)     if the Fund ceases to qualify as a regulated investment company under Subchapter M of the Code, or under any successor or similar provision, or if the Company reasonably believes the Fund may fail to so qualify, and the Fund, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; or

      (d)     if the Fund fails to meet the diversification requirements specified in Section 817(h) of the Code and any regulations thereunder, and the Fund, upon written request, fails to provide reasonable assurance that it will take action to cure or correct such failure; or

      (e)     if the Fund informs the Company pursuant to Section 4.4 that the Fund will not comply with investment restrictions as requested by the Company, and the Fund and the Company are unable to agree upon any reasonable alternative accommodations; or

      (f)     upon receipt by the Company of any necessary regulatory approvals and the vote of the Contract Owners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Portfolio shares had been selected to serve as the underlying investment media. The Company will give 30 days' prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund's shares; or

      (g)     upon a material breach of any provision of this Agreement by either the Fund or the Adviser; or

      (h)     if the Company determines in its sole judgment exercised in good faith, that either the Fund or the Adviser has suffered a material adverse change in its business, operations, or financial conditions since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company.

10.4.     Company Required to Redeem. The parties understand and acknowledge that it is essential for compliance with Section 817(h) of the Code that the Contracts qualify as life insurance policies under the Code. Accordingly, if any of the Contracts cease to qualify as life insurance policies under the Code, or if the Fund reasonably believes that any such Contracts may fail to so qualify, the Fund shall have the right to require the Company to redeem Shares attributable to such Contracts upon ten (10) days written notice to the Company and the Company shall so redeem such Shares in order to ensure that the Fund complies with the provisions of Section 817(h) of the Code applicable to ownership of Fund Shares. Notice to the Company shall specify the period of time the Company has to redeem the Shares or to make other arrangements satisfactory to the Fund and its counsel, such period of time to be determined with reference to the requirements of Section 817(h) of the Code. In addition, the Company may be required to redeem Shares pursuant to action taken or request made by the Fund Board in accordance with an order of the SEC as described in Article VII, or other SEC rule, regulation or order that may be adopted after the date hereof. The Company agrees to redeem Shares in such circumstances and to comply with applicable terms and provisions.

10.5.     Parties To Cooperate Respecting Termination. The Parties hereto agree to cooperate and give reasonable assistance to one another in taking all necessary and appropriate steps for the purpose of ensuring that an Account owns no Shares of a Fund after the Termination with respect thereto, or, in the case of a termination pursuant to Section 10.2 or 10.3, the termination date specified in the notice of termination. Such steps may include combining the affected Account with another Account, substituting other mutual fund shares for those of the affected Fund, or otherwise terminating participation by the Contracts in such Fund.

ARTICLE XI. Applicability to New Accounts and New Contracts

           The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect, as appropriate, changes in or relating to the Contracts, or Series or funding vehicles thereof, additions of new classes of Contracts to be issued by the Company and separate accounts therefor investing in the Fund. The provisions of this Agreement shall be equally applicable to each such class of Contracts, Series and Accounts, effective as of the date of amendment of such Schedule, unless the context otherwise requires.

ARTICLE XII. Notice, Request or Consent

           Any notice, request or consent to be provided pursuant to this Agreement is to be made in writing and shall be given:

If to the Fund:
	M Fund, Inc. River Park Center 205 S.E. Spokane Street Portland, Oregon 97202 Attn: President
If to the Adviser:
	M Financial Investment Advisers, Inc. River Park Center 205 S.E. Spokane Street Portland, Oregon 97202 Attn: President
If to the Company:
	Security Life of Denver Insurance Company Legal Department 1290 Broadway Denver, Colorado 80203 Attn: Variable Counsel

or at such other address as such party may from time to time specify in writing to the other party. Each such notice, request or consent to a party shall be sent by registered or certified United States mail with return receipt requested, by overnight delivery with a nationally recognized courier or by electronically transmitted facsimile, and shall be effective upon receipt or three days after mailing.

ARTICLE XIII. Dispute Resolution

      All disputes arising under or relating to this Agreement shall be subject to negotiation and binding arbitration as set forth in this Article 13.

13.1.      Negotiation. The affected parties shall in good faith attempt promptly to resolve any dispute arising under or relating to this Agreement by negotiations between executives who have authority to settle the controversy. A party may give the other party or parties written notice of any dispute not resolved in the ordinary course of business. Within 20 days of the delivery of such notice, executives of the affected parties shall meet, in person or by telephone conference, and thereafter as often as they reasonably deem necessary, to exchange information and attempt to resolve the dispute. If a negotiator intends to be accompanied by an attorney, he shall provide all other parties at least five days notice of such fact, and the negotiators for such parties shall be entitled to be accompanied by an attorney without further notice. If the parties have failed to meet within 20 days of the notice, or if the matter has not been resolved within 50 days of the notice, then either party may request arbitration as provided in Article 13.2.

13.2.     Arbitration.

      (a)     Any and all disputes between parties arising under or relating to this Agreement, whether sounding in contract or tort and whether arising during or after termination of this Agreement, and including disputed claims for indemnification or contribution, shall be submitted to the decision of an arbitration panel composed of two arbiters and an umpire, meeting in Portland, Oregon unless otherwise agreed. Notice requesting arbitration will be sent by Certified or Registered Mail, returnreceipt requested.

      (b)     The members of the arbitration panel shall be active or retired disinterested securities or insurance industry executives or attorneys expert in insurance or securities law. Each party shall appoint its arbiter, and the two arbiters shall choose an umpire before instituting the hearing. If the respondent fails to appoint its arbiter within 30 days after receiving written request, the claimant shall also appoint the second arbiter. If the two arbiters fail to agree upon the appointment of an umpire within 30 days after notification of the appointment of the second arbiter, the two arbiters will promptly request the American Arbitration Association ("AAA") to appoint an umpire for the arbitration with the qualifications set forth above in this paragraph. If the AAA fails to name an umpire within 30 days of the arbiters request, either party may apply to a court of competent jurisdiction to appoint an umpire with the above required qualifications. The umpire will promptly notify in writing all parties to the arbitration of his selection and thereupon the arbitration panel will notify all parties of the scheduled date of the hearing. Upon resignation or death of any member of an arbitration panel, a replacement will be appointed in the same fashion as the resigning or deceased member was appointed.

     (c)      The claimant shall submit its initial brief within 20 days from appointment of the umpire. The respondent shall submit its brief within 20 days thereafter, and the claimant may submit a reply brief within 10 days after filing of the respondent's brief.

      (d)     The panel shall make its decision with regard to applicable law and the custom and usage of the securities industry. The panel shall issue its decision in writing based upon a hearing in which evidence may be introduced without following strict rules of evidence but in which cross-examination and rebuttal shall be allowed. The panel shall make its decision within 60 days following the termination of the hearings unless the parties consent to an extension. The majority of the panel shall be final and binding upon all parties to the proceeding. Judgement may be entered upon the award of the panel in any court of competent jurisdiction.

     (e)      Each party shall bear the expense of its own arbiter and shall jointly and equally bear with the other party the expense of the umpire The remaining costs of the arbitration proceedings shall be allocated by the panel.

13.3.     Multiparty Arbitration. Unless otherwise agreed, if the matter in dispute under this Article 13 involves more than two parties, then within 30 days following a written request for arbitration, the parties to the arbitration, or any one of them, will promptly request that the AAA name a disinterested panel consisting of three arbiters having the qualifications set forth above, one of whom shall be designated by the AAA as the umpire. The expenses of the arbiters and umpires shall be divided equally among the parties unless otherwise agreed. Any vacancies occurring on the panel will be filled by a replacement appointed by the AAA. Unless otherwise agreed, the arbitration shall be conducted in all other respects as set forth in Article 13.2.

ARTICLE XIV. Miscellaneous

14.1.     The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

14.2.     This Agreement may be executed simultaneously in two or more counterparts, each of which together shall constitute one and the same instrument.

14.3.      If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

14.4.      Subject to the requirement of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement shall not disclose, disseminate, or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.

14.5.      The rights, remedies, and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

14.6.     This Agreement may not be assigned by any Party, except with the written consent of each other Party.

           IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and behalf by its duly authorized officer on the date specified below.

		SECURITY LIFE OF DENVER INSURANCE COMPANY
		(Company)
Date:	12/7/00	By:	/s/ Stephen M. Christopher
		Name:	Stephen M. Christopher
		Title:	President, CEO and Chairman
		M FUND, INC.
		(Fund)
Date:	12/6/00	By:	/s/ Daniel F. Byrne
		Name:	Daniel F. Byrne
		Title:	President
		M FINANCIAL INVESTMENT ADVISERS, INC.
		(Adviser)
Date:	12/6/00	By:	/s/ Daniel F. Byrne
		Name:	Daniel F. Byrne
		Title:	President

Schedule 1

Accounts of the Company
And Classes of Contracts
Investing in the Fund

Effective as of the date the Agreement was executed, the following separate accounts of the Company and Contracts are subject to the Agreement:

Name of Account	Type of Product Supported by Account	Name of Product
Security Life Separate Account L2	Variable Universal Life	Magnastar

Schedule 1 - Amendment

Effective as of __________________,the following separate accounts of the Company and Contracts are hereby added to this Schedule 1 and made subject to the Agreement:

Name of Account Type of Product Supported by Account Name of Product

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 1 in accordance with Article XI of the Agreement.

M FUND, INC.	SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	By:
Name:	Name:
Title:	Title:
M FINANCIAL INVESTMENT ADVISERS, INC.
By:
Name:
Title:

Schedule 2
Fund Series and Other Funding
Vehicles Available Under
Each Class of Contracts

Effective as of the date the Agreement was executed, the following Fund Series and other Funding Vehicles are available under the Contracts:

Contract Marketing Name: Magnastar

Fund Series:

Other Funding Vehicles:

Schedule 2 - Amendment

Effective as of _______________, this Schedule 2 is hereby amended to reflect the following changes in Fund Series and other funding vehicles:

Contract Marketing Name: Magnastar

Fund Series:

Other Funding Vehicles:

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 2 in accordance with Article XI of the Agreement.

M FUND, INC.	SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	By:
Name:	Name:
Title:	Title:
M FINANCIAL INVESTMENT ADVISERS, INC.
By:
Name:
Title:

Schedule 3

Investment Restrictions
Applicable to the Fund

Effective as of the date the Agreement was effective, the following investment restrictions are applicable to the Fund:

[None Specified]

Schedule 3 - Amendment

Effective as of ______________, this Schedule 3 is hereby amended to reflect the following changes:

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 3 in accordance with Article XI of the Agreement.

M FUND, INC.	SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	By:
Name:	Name:
Title:	Title:
M FINANCIAL INVESTMENT ADVISERS, INC.
By:
Name:
Title:

EX-1.A8AX 6 pilgrim_partagmt.htm PILGRIM PART AGMT FORM

Exhibit 1.A(8)(a)(x)

PARTICIPATION AGREEMENT

Among

PILGRIM VARIABLE PRODUCTS TRUST

and

Security Life of Denver Insurance Company and
Southland Life Insurance Company

     THIS AGREEMENT, made and entered into as of this 1^st day of May, 2001, among Security Life of Denver Insurance Company and Southland Life Insurance Company (individually "each Company" and together the "Companies"), life insurance Companies organized under the laws of Colorado and Texas respectively, on their own behalf and on behalf of each separate account of each of the Companies set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PILGRIM VARIABLE PRODUCTS TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Arizona, and ING PILGRIM INVESTMENTS, LLC (the "Underwriter"), a corporation organized under the laws of the State of Arizona.

     WHEREAS, the Trust is an open-end diversified management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into Participation Agreements with the Trust and the Underwriter (the "Participating Insurance Companies"); and

     WHEREAS, the beneficial interest in the Trust is divided into several series of shares, each designated a "Fund" and representing the interest in a particular managed portfolio of securities and other assets; and

     WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission, dated __________, ____ (File No. ________), granting the variable annuity and variable life insurance separate accounts participating in the Trust exemptions from the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of the Participating Insurance Companies (the "Mixed and Shared Funding Exemptive Order"); and

     WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (the " 1933 Act"); and

     WHEREAS, the Companies have registered or will register certain variable life contracts under the 1933 Act and applicable state securities and insurance law; and

     WHEREAS, each Account is a duly organized, validly existing separate account, established by resolution of the Boards of Directors of the Companies, on the dates shown for such Accounts on Schedule A hereto, to set aside and invest assets attributable to one or more variable insurance contracts (the "Contracts"); and

     WHEREAS, the Companies have registered or will register the Accounts as unit investment trusts under the 1940 Act; and

     WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Companies intend to purchase shares in certain Funds ("Authorized Funds") on behalf of each Account to fund certain of the Contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value;

     NOW, THEREFORE, in consideration of the promises herein, the Companies, the Trust and the Underwriter agree as follows:

ARTICLE I. Sale of Trust Shares

     1.1     The Underwriter agrees, subject to the Trust's rights under Section 1.2 and otherwise under this Agreement, to sell to the Companies those Trust shares representing interests in Authorized Funds which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the order for the shares of the Trust. For purposes of this Section 1. 1, the Companies shall be the designee of the Trust for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such order by 10:00 a.m. Eastern time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. The initial Authorized Funds are set forth in Schedule B, as such schedule is amended from time to time.

     1.2     The Trust agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Companies and their Accounts on those days on which the Trust calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Trust shall use reasonable efforts to calculate such net asset value on each day on which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Trustees of the Trust (the "Trustees") may refuse to sell shares of any Fund to the Companies or any other person, or suspend or terminate the offering of shares of any Fund if such action is required by law or by regulatory authorities having jurisdiction over the Trust or if the Trustees determine, in the exercise of their fiduciary responsibilities, that to do so would be in the best interests of shareholders.

     1.3     The Trust and the Underwriter agree that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Fund will be sold to the general public.

     1.4     The Trust shall redeem its shares in accordance with the terms of its then current prospectus. For purposes of this Section 1.4, the Companies shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such request for redemption by 10:00 a.m., Eastern time, on the next following Business Day.

     1.5      The Companies shall purchase and redeem the shares of Authorized Funds offered by the then current prospectus of the Trust in accordance with the provisions of such prospectus.

     1.6      The Companies shall pay for Trust shares on the next Business Day after an order to purchase Trust shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.

     1.7     Issuance and transfer of the Trust's shares will be by book entry only. Share certificates will not be issued to the Companies or any Account. Shares ordered from the Trust will be recorded as instructed by the Companies to the Underwriter in an appropriate title for each Account or the appropriate sub-account of each Account.

     1.8     The Underwriter shall furnish prompt notice (by wire or telephone, followed by written confirmation) to the Companies of the declaration of any income, dividends or capital gain distributions payable on the Trust's shares. The Companies hereby elect to receive all such income dividends and capital gain distributions as are payable on the Fund shares in additional shares of that Fund. The Companies reserve the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Underwriter shall notify the Companies of the number of shares so issued as payment of such dividends and distributions.

     1.9     The Underwriter shall make the net asset value per share for each Fund available to the Companies on a daily basis as soon as reasonably practical after the Trust calculates its net asset value per share and each of the Trust and the Underwriter shall use its best efforts to make such net asset value per share available by 6:00 p.m., Eastern time, but in no event later than 7:00 p.m., Eastern time, each Business Day.

     1.10     Any error in the calculation of the net asset value, dividend and capital gain information greater than or equal to $0.01 per share of the Trust's shares, shall be reported immediately upon discovery to the Companies. Any error of a lesser amount shall be corrected in the next Business Day's net asset value per share for the Trust. Any such notice will state for each day for which an error occurred the incorrect price, the correct price and, to the extent communicated to the Trust's shareholders, the reason for the price change. The Companies may send this notice or a derivation thereof (so long as such derivation is approved in advance by the Underwriter) to contractowners whose accounts are affected by the price change. The parties will negotiate in good faith to develop a reasonable method for effecting such adjustments. The Trust shall provide the Companies, on behalf of the Account or the appropriate subaccount of each Account, with a prompt adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value.

ARTICLE II. Representations and Warranties

     2.1     The Companies represent and warrant that

     (a)     at all times during the term of this Agreement the Contracts are or will be registered under the 1933 Act; the Contracts will be issued and sold in compliance in all material respects with all applicable laws and the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Companies further represent and warrant that each is an insurance Company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a separate account under applicable law and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts; and

     (b)     the Contracts are currently treated as endowment, annuity or life insurance contracts, under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will make every effort to maintain such treatment and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

     2.2     The Trust represents and warrants that

     (a)     at all times during the term of this Agreement Trust shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold by the Trust to the Companies in compliance with all applicable laws, subject to the terms of Section 2.4 below, and the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Trust shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or the Underwriter in connection with their sale by the Trust to the Companies and only as required by Section 2.4;

     (b)     it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will use its best efforts to maintain such qualification (under Subchapter M or any successor provision) and that it will notify the Companies immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future; and

     (c)     it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.

     2.3     The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Trust shares in accordance with all applicable securities laws applicable to it, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

     2.4     Notwithstanding any other provision of this Agreement, the Trust shall be responsible for the registration and qualification of its shares and of the Trust itself under the laws of any jurisdiction only in connection with the sales of shares directly to the Companies through the Underwriter. The Trust shall not be responsible, and the Companies shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Trust shares or the Trust by the Trust may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Trust and advising the Trust thereof at such time and in such manner as is necessary to permit the Trust to comply.

     2.5     The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.

     2.6     With respect to "R" class shares, the Trust currently does not intend nor does the Underwriter currently intend for the Trust to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to make such payments in the future. To the extent that a decision is made to finance distribution expenses pursuant to Rule 12b-1 the Trust and the Distributor undertake to have the Trust Board formulate and approve any plan under Rule 12b-1 to finance distribution expenses in accordance with the 1940 Act.

ARTICLE III. Prospectuses and Proxy Statements; Voting

     3.1     The Trust shall provide such documentation (including a camera-ready copy of its prospectus) and other assistance as is reasonably necessary in order for the Companies once each year (or more frequently if the prospectus for the Trust is amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be at the Companies' expense).

     3.2     The Trust's Prospectus shall state that the Statement of Additional Information for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Companies and to any owner of a Contract or prospective owner who requests such Statement.

     3.3     The Trust, at its expense, shall provide the Companies with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Companies shall reasonably require for distribution to the Contract owners.

     3.4     The Companies shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Companies reserve the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The Companies shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.

     3.5     The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

     4.1     Without limiting the scope or effect of Section 4.2 hereof, the Companies shall furnish, or shall cause to be furnished, to the Underwriter each piece of sales literature or other promotional material (as defined hereafter) in which the Trust, its investment adviser or the Underwriter is named at least 15 days prior to its use. No such material shall be used if the Underwriter objects to such use within five Business Days after receipt of such material.

     4.2     The Companies shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Trust shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in annual or semi-annual reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Underwriter, except with the written permission of the Trust or the Underwriter or the designee of either or as is required by law.

     4.3     The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Companies or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Companies and/or each Company's Account is named at least 15 days prior to its use. No such material shall be used if the Companies or their designees object to such use within five Business Days after receipt of such material.

     4.4     Neither the Trust nor the Underwriter shall give any information or make any representations on behalf of the Companies or concerning the Companies, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Companies for distribution to Contract owners, or in sales literature or other promotional material approved by the Companies or their designees, except with the written permission of the Companies or as is required by law.

     4.5     For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e. any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all registered representatives.

ARTICLE V. Fees and Expenses

     5.1      With respect to "R" class shares, the Trust and Underwriter shall pay no fee or other compensation to the Companies under this Agreement, except, if the Trust or any Fund adopts and implements a plan pursuant to 12b-1 under the 1940 Act to finance distribution expenses, then, subject to obtaining any required exemptive orders or other regulatory approvals, the Trust may make payments to the Companies or to the Underwriter for the Contracts if and in such amounts agreed to by the Trust in writing.

     5.2      All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall bear the expenses for the cost of registration and qualification of the Trust's shares, preparation and filing of the Trust's prospectus and registration statement, proxy materials and reports, setting the prospectus and shareholder reports in type, setting in type and printing the proxy materials, and the preparation of all statements and notices required by any federal or state law, in each case as may reasonably be necessary for the performance by it of its obligations under this Agreement. All expenses incident to the solicitation and tabulation of the Trust's proxy materials will be paid by the Trust, except postage which will be paid by the Companies.

     5.3      The Companies shall bear the expenses of (a) printing and distributing the Trust's prospectus in connection with sales of the Contracts and (b) distributing the reports to Trust's Shareholders who are owners of the Contracts, and (c) mailing the Trust's proxy materials to owners of the Contracts.

ARTICLE VI. Diversification

     6.1     The Trust shall use its best efforts to cause each Authorized Fund to maintain a diversified pool of investments that would, if such Fund were a segregated asset account, satisfy the diversification provisions of Treas. Reg. § 1.817-5(b)(1) or (2).

ARTICLE VII. Potential Conflicts

     7.1      The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities law or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Trust shall promptly inform the Companies if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

     7.2      The Companies will report any potential or existing conflicts of which it is aware to the Trustees. The Companies will assist the Trustees in carrying out their responsibilities under the Shared Funding Exemptive Order, by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Companies to inform the Trustees whenever Contract owner voting instructions are disregarded.

     7.3      If it is determined by a majority of the Trustees, or a majority of the disinterested Trustees, that a material irreconcilable conflict exists, the Companies shall to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take, at each Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Fund of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.

     7.4      If a material irreconcilable conflict arises because of a decision by a Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, that Company may be required, at the Trust's election, to withdraw the affected Account's investment in one or more portfolios of the Trust and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of that Company for the purchase (or redemption) of shares of the Trust.

     7.5      If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to a Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then that Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal.

     7.6      For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any material irreconcilable conflict. Neither the Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts, nor shall the Companies be required to do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Companies will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the Trustees inform the Companies in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. No charge or penalty will be imposed as a result of such withdrawal.

     7.7     The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Companies, and the obligation of the Companies set forth in this Article VII shall be carried out with a view only to the interests of Contract owners.

     7.8     If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

     7.9     The Companies have reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Companies.

ARTICLE VIII. Indemnification

     8.1.      Indemnification by the Companies

     8.1      (a).     The Companies shall indemnify and hold harmless the Trust and the Underwriter and each of the Trustees, directors of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Trust or the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Companies which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and:

(i)     arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Registration Statement, Prospectus or Statement of Additional Information for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Companies by or on behalf of the Trust for use in the Registration Statement, Prospectus or Statement of Additional Information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii)     arise out of or as a result of written statements or representations (other than statements or representations contained in the Trust's Registration Statement or Prospectus, or in sales literature for Trust shares not supplied by the Companies, or persons under its control) or wrongful conduct of the Companies or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or

(iii)     arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust or the Underwriter by or on behalf of the Companies; or

(iv)     arise out of or result from any breach of any material representation and/or warranty made by the Companies in this Agreement or arise out of or result from any other material breach of this Agreement by the Companies, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

     8.1      (b)      The Companies shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party to the extent such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, whichever is applicable.

     8.1      (c)      The Companies shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Companies in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim but failure to notify the Companies of any such claim shall not relieve the Companies from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Companies shall be entitled to participate, at each Companies' own expense, in the defense of such action. The Companies also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Companies to such Indemnified Party of the Companies' election to assume the defense thereof the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Companies will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

     8.1      (d)      The Underwriter shall promptly notify the Companies of the commencement of any litigation or proceedings against the Trust or the Underwriter in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust.

     8. 1     (e) The provisions of this Section 8.1 shall survive any termination of this Agreement.

     8.2     Indemnification by the Underwriter

     8.2     (a)      The Underwriter shall indemnify and hold harmless each Company and each person, if any, who controls the Companies within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and:

(i)     arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Companies for use in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii)     arise out of or as a result of written statements or representations (other than statements or representations contained in the Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) of the Underwriter or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or

(iii)     arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Companies by or on behalf of the Underwriter; or

(iv)     arise out of or result from any breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

     8.2     (b)      The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable.

     8.2     (c)      The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Underwriter to such Indemnified Party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

     8.2     (d)     Each Company shall promptly notify the Underwriter of the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors, in connection with the issuance or sale of the Contracts or the operation of each Account.

     8.2     (e)     The provisions of this Section 8.2 shall survive any termination of this Agreement.

     8.3     Indemnification by the Trust

     8.3     (a)      The Trust shall indemnify and hold harmless the Companies, and each person, if any, who controls the Companies within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and:

(i)     arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Companies for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii)     arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

     8.3     (b)      The Trust shall not be liable under the indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Companies, the Trust, the Underwriter or each Account, whichever is applicable.

     8.3     (c)      The Trust shall not be liable under this indemnification provision with respect to any claim made against any Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

     8.3     (d)     Each Company agrees promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its officers or, directors, in connection with this Agreement, the issuance or sale of the Contracts or the sale or acquisition of shares of the Trust.

     8.3     (e)      The provisions of this Section 8.3 shall survive any termination of this Agreement.

ARTICLE IX. Applicable Law

     9.1      This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Arizona.

     9.2      This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X. Termination

     10.1.     This Agreement shall terminate:

     (a)     at the option of any party, with respect to some or all of the Funds, upon sixty (60) days advance written notice to the other parties; or

     (b)     at the option of the Trust or the Underwriter in the event that formal administrative proceedings are instituted against the Companies by the NASD, the Securities and Exchange Commission, any State Insurance Commissioner or any other regulatory body regarding the Companies' duties under this Agreement or related to the sales of the Contracts, with respect to the operation of any Account, or the purchase of the Trust shares, provided, however, that the Trust or the Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Companies to perform its obligations under this Agreement; or

     (c)      at the option of the Companies in the event that formal administrative proceedings are instituted against the Trust or Underwriter by the NASD, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body in respect of the sale of shares of the Trust to the Companies, provided, however, that the Companies determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Trust or Underwriter to perform its obligations under this Agreement; or

     (d)      with respect to any Account, upon requisite vote of the Contract owners having an interest in such Account (or any subaccount) to substitute the shares of another investment Companies for the corresponding Fund shares of the Trust in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Companies will give 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares;

     (e)      with respect to any Authorized Fund, upon 30 days advance written notice from the Underwriter to the Companies, upon a decision by the Underwriter to cease offering shares of the Fund for sale; or

     (f)     at the option of any party to this Agreement, upon written notice to the other parties, upon another party's material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice.

     10.2.      It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 10.1 (a) may be exercised for any reason or for no reason.

     10.3      No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate, which notice shall set forth the basis for such termination. Such prior written notice shall be given in advance of the effective date of termination as required by this Article X.

     10.4      Notwithstanding any termination of this Agreement, subject to Section 1.2 of this Agreement, the Trust and the Underwriter shall, at the option of the Companies, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, subject to Section 1.2 of this Agreement, the owners of the Existing Contracts shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.4 shall not apply to any termination under Article VII and the effect of such Article VII termination shall be governed by Article VII of this Agreement.

     10.5      The Companies shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to the Companies' assets held in either Account) except (i) as necessary to implement Contract owner initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Companies will promptly furnish to the Trust and the Underwriter an opinion of counsel for the Companies, reasonably satisfactory to the Trust, to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, subject to Section 1.2 of this Agreement, the Companies shall not prevent Contract owners from allocating payments to an Authorized Fund that was otherwise available under the Contracts without first giving the Trust or the Underwriter 90 days notice of its intention to do.

ARTICLE XI. Notices

     Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:
     Pilgrim Variable Products Trust
     c/o North Central Avenue, Suite 1200
     Phoenix, AZ 85004
     Attn: _________________________

If to the Underwriter:
ING Pilgrim Investments, LLC
     c/o North Central Avenue, Suite 1200
     Phoenix, AZ 85004
     Attn: _________________________

If to the Companies:
     Security Life of Denver Insurance Company
     Southland Life Insurance Company
     1290 Broadway
     Denver, CO 80203
     Attention: Variable Counsel

ARTICLE XII. Miscellaneous

     12.1     A copy of the Agreement and Declaration of Trust is on file with the Secretary of State of the State of Arizona, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of or arising out of this instrument, including without limitation Article VI, are not binding upon any of the Trustees or shareholders individually but binding only upon the assets and property of the Trust.

     12.2      The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

     12.3      This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

     12.4      If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

     12.5     Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

     12.6      The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

     12.7      Notwithstanding any other provision of this Agreement, the obligations of the Trust and the Underwriter are several and, without limiting in any way the generality of the foregoing, neither such party shall have any liability for any action or failure to act by the other party, or any person acting on such other party's behalf.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below.

                    SECURITY LIFE OF DENVER INSURANCE COMPANY
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:     

                    SOUTHLAND LIFE INSURANCE COMPANY
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:     

                    PILGRIM VARIABLE PRODUCTS TRUST
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:

                    ING PILGRIM INVESTMENTS, LLC.
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:

Schedule A

Contracts and Separate Accounts

1. Security Life Of Denver Insurance Company     Separate Account L1     (November 3, 1993)	FirstLine Variable Universal Life Strategic Advantage Variable Universal Life FirstLine II Variable Universal Life Strategic Advantage II Variable Universal Life Variable Survivorship Universal Life Corporate Benefits Variable Universal Life Estate Designer Variable Universal Life Asset Portfolio Manager Variable Universal Life
2. Southland Life Insurance Company     Separate Account L1     (February 25, 1994)	Future Dimensions Variable Universal Life Market Dimensions Variable Universal Life Survivor Dimensions Variable Universal Life

Schedule B

PILGRIM VARIABLE PRODUCTS TRUST

Funds

     Growth Opportunities Portfolio
     MagnaCap Portfolio
     MidCap Opportunities Portfolio
     SmallCap Opportunities Portfolio

EX-1.A8AX

Administrative and Shareholder Service Agreement March 31, 2000

EX-1.A8AXI

Exhibit 1.A(8)(a)(xi)

PARTICIPATION AGREEMENT

Among

PUTNAM VARIABLE TRUST

PUTNAM RETAIL MANAGEMENT, INC.

and

Security Life of Denver Insurance Company and
Southland Life Insurance Company

     THIS AGREEMENT, made and entered into as of this 1^st day of May, 2001, among Security Life of Denver Insurance Company and Southland Life Insurance Company (individually "each Company" and together the "Companies"), life insurance Companies organized under the laws of Colorado and Texas respectively, on their own behalf and on behalf of each separate account of each of the Companies set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PUTNAM VARIABLE TRUST (the "Trust"), a Massachusetts business trust, and PUTNAM RETAIL MANAGEMENT (the "Underwriter"), a Massachusetts limited partnership.

     WHEREAS, the Trust is an open-end diversified management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be offered by insurance companies which have entered into Participation Agreements with the Trust and the Underwriter (the "Participating Insurance Companies"); and

     WHEREAS, the beneficial interest in the Trust is divided into several series of shares, each designated a "Fund" and representing the interest in a particular managed portfolio of securities and other assets; and

     WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission, dated December 29, 1993 (File No. 812-8612), granting the variable annuity and variable life insurance separate accounts participating in the Trust exemptions from the provisions of sections 9(a), 13(a), 15(a) and 15(b) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of the Participating Insurance Companies (the "Mixed and Shared Funding Exemptive Order"); and

     WHEREAS, the Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (the " 1933 Act"); and

     WHEREAS, the Companies have registered or will register certain variable life contracts under the 1933 Act and applicable state securities and insurance law; and

     WHEREAS, each Account is a duly organized, validly existing separate account, established by resolution of the Boards of Directors of the Companies, on the dates shown for such Accounts on Schedule A hereto, to set aside and invest assets attributable to one or more variable insurance contracts (the "Contracts"); and

     WHEREAS, the Companies have registered or will register the Accounts as unit investment trusts under the 1940 Act; and

     WHEREAS, the Underwriter is registered as a broker dealer with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); and

     WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Companies intend to purchase shares in certain Funds ("Authorized Funds") on behalf of each Account to fund certain of the Contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value;

     NOW, THEREFORE, in consideration of the promises herein, the Companies, the Trust and the Underwriter agree as follows:

ARTICLE 1. Sale of Trust Shares

     1.1     The Underwriter agrees, subject to the Trust's rights under Section 1.2 and otherwise under this Agreement, to sell to the Companies those Trust shares representing interests in Authorized Funds which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the order for the shares of the Trust. For purposes of this Section 1. 1, the Companies shall be the designee of the Trust for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such order by 9:30 a.m. Eastern time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission. The initial Authorized Funds are set forth in Schedule B, as such schedule is amended from time to time.

     1.2     The Trust agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Companies and their Accounts on those days on which the Trust calculates its net asset value pursuant to rules of the Securities and Exchange Commission and the Trust shall use reasonable efforts to calculate such net asset value on each day on which the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Trustees of the Trust (the "Trustees") may refuse to sell shares of any Fund to the Companies or any other person, or suspend or terminate the offering of shares of any Fund if such action is required by law or by regulatory authorities having jurisdiction over the Trust or if the Trustees determine, in the exercise of their fiduciary responsibilities, that to do so would be in the best interests of shareholders.

     1.3     The Trust and the Underwriter agree that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts. No shares of any Fund will be sold to the general public.

     1.4     The Trust shall redeem its shares in accordance with the terms of its then current prospectus. For purposes of this Section 1.4, the Companies shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such request for redemption by 9:30 a.m., Eastern time, on the next following Business Day.

     1.5      The Companies shall purchase and redeem the shares of Authorized Funds offered by the then current prospectus of the Trust in accordance with the provisions of such prospectus.

     1.6      The Companies shall pay for Trust shares on the next Business Day after an order to purchase Trust shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire.

     1.7     Issuance and transfer of the Trust's shares will be by book entry only. Share certificates will not be issued to the Companies or any Account. Shares ordered from the Trust will be recorded as instructed by the Companies to the Underwriter in an appropriate title for each Account or the appropriate sub-account of each Account.

     1.8     The Underwriter shall furnish prompt notice (by wire or telephone, followed by written confirmation) to the Companies of the declaration of any income, dividends or capital gain distributions payable on the Trust's shares. The Companies hereby elect to receive all such income dividends and capital gain distributions as are payable on the Fund shares in additional shares of that Fund. The Companies reserve the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Underwriter shall notify the Companies of the number of shares so issued as payment of such dividends and distributions.

     1.9     The Underwriter shall make the net asset value per share for each Fund available to the Companies on a daily basis as soon as reasonably practical after the Trust calculates its net asset value per share and each of the Trust and the Underwriter shall use its best efforts to make such net asset value per share available by 7:00 p.m. Eastern time.

ARTICLE II. Representations and Warranties

     2.1     The Companies represent and warrant that

     (a)     at all times during the term of this Agreement the Contracts are or will be registered under the 1933 Act; the Contracts will be issued and sold in compliance in all material respects with all applicable laws and the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Companies further represent and warrant that each is an insurance Company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a separate account under applicable law and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts; and

     (b)     the Contracts are currently treated as endowment, annuity or life insurance contracts, under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and that it will make every effort to maintain such treatment and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.2     The Trust represents and warrants that

     (a)     at all times during the term of this Agreement Trust shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold by the Trust to the Companies in compliance with all applicable laws, subject to the terms of Section 2.4 below, and the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the Registration Statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Trust shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or the Underwriter in connection with their sale by the Trust to the Companies and only as required by Section 2.4;

     (b)     it is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that it will use its best efforts to maintain such qualification (under Subchapter M or any successor provision) and that it will notify the Companies immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future; and

     (c)     it is lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts and that it does and will comply in all material respects with the 1940 Act.

     2.3     The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it will sell and distribute the Trust shares in accordance with all applicable securities laws applicable to it, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

     2.4     Notwithstanding any other provision of this Agreement, the Trust shall be responsible for the registration and qualification of its shares and of the Trust itself under the laws of any jurisdiction only in connection with the sales of shares directly to the Companies through the Underwriter. The Trust shall not be responsible, and the Companies shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Trust shares or the Trust by the Trust may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Trust and advising the Trust thereof at such time and in such manner as is necessary to permit the Trust to comply.

     2.5     The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.

ARTICLE II. Prospectuses and Proxy Statements; Voting

     3.1     The Trust shall provide such documentation (including a camera-ready copy of its prospectus) and other assistance as is reasonably necessary in order for the Companies once each year (or more frequently if the prospectus for the Trust is amended) to have the prospectus for the Contracts and the Trust's prospectus printed together in one or more documents (such printing to be at the Companies' expense).

     3.2     The Trust's Prospectus shall state that the Statement of Additional Information for the Trust is available from the Underwriter or its designee (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust), and the Underwriter (or the Trust), at its expense, shall print and provide such Statement free of charge to the Companies and to any owner of a Contract or prospective owner who requests such Statement.

     3.3     The Trust, at its expense, shall provide the Companies with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Companies shall reasonably require for distribution to the Contract owners.

     3.4     The Companies shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Companies reserve the right to vote Trust shares held in any separate account in each Company's own right, to the extent permitted by law and the Mixed and Shared Funding Exemptive Order. The Companies shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges in a manner consistent with all legal requirements and the Shared Funding Exemptive Order.

     3.5     The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the Securities and Exchange Commission's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV. Sales Material and Information

     4.1     Without limiting the scope or effect of Section 4.2 hereof, the Companies shall furnish, or shall cause to be furnished, to the Underwriter each piece of sales literature or other promotional material (as defined hereafter) in which the Trust, its investment adviser or the Underwriter is named at least 15 days prior to its use. No such material shall be used if the Underwriter objects to such use within five Business Days after receipt of such material.

     4.2     The Companies shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Trust shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in annual or semi-annual reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Underwriter, except with the written permission of the Trust or the Underwriter or the designee of either or as is required by law.

     4.3     The Underwriter or its designee shall furnish, or shall cause to be furnished, to the Companies or its designee, each piece of sales literature or other promotional material prepared by the Underwriter in which the Companies and/or each Company's Account is named at least 15 days prior to its use. No such material shall be used if the Companies or their designees object to such use within five Business Days after receipt of such material.

     4.4     Neither the Trust nor the Underwriter shall give any information or make any representations on behalf of the Companies or concerning the Companies, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Companies for distribution to Contract owners, or in sales literature or other promotional material approved by the Companies or their designees, except with the written permission of the Companies or as is required by law.

     4.5     For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e. any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all registered representatives.

ARTICLE V. Fees and Expenses

     5.1      Except as provided in Article VI, the Trust and Underwriter shall pay no fee or other compensation to the Companies under this Agreement.

     5.2      All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall bear the expenses for the cost of registration and qualification of the Trust's shares, preparation and filing of the Trust's prospectus and registration statement, proxy materials and reports, setting the prospectus and shareholder reports in type, setting in type and printing the proxy materials, and the preparation of all statements and notices required by any federal or state law, in each case as may reasonably be necessary for the performance by it of its obligations under this Agreement. All expenses incident to the solicitation and tabulation of the Trust's proxy materials will be paid by the Trust, except postage which will be paid by the Companies.

     5.3      The Companies shall bear the expenses of (a) printing and distributing the Trust's prospectus in connection with sales of the Contracts and (b) distributing the reports to Trust's Shareholders who are owners of the contracts, and (c) mailing the Trust's proxy materials to owners of the Contracts.

Article VI. Service Fees

     6.1     So long as the Companies comply with each Company's obligations in this Article VI, the underwriter shall pay such Companies a service fee (the "Service Fee") on shares of the Funds held in the Accounts at the annual rates specified in Schedule B (excluding accounts for the Companies' own corporate retirement plans), subject to Section 6.2 hereof.

     6.2     The Companies understand and agree that all Service Fee payments are subject to the limitations contained in each Fund's Distribution Plan, which may be varied or discontinued at any time and hereby waives the right to receive such service fee payments with respect to the Fund if the Fund ceases to pay 12b-1 fees to the Underwriter.

     6.3     (a)     The Companies' failure to provide the services described in Section 6.4 or otherwise comply with the terms of this Agreement will render them ineligible to receive Service Fees; and

               (b)     the Underwriter may, without the consent of the Companies, amend this Article VI to change the terms of the Service Fee payments with at least thirty (30) days prior written notice to the Companies.

     6.4     The Companies will provide the following services to the Contract Owners purchasing Fund shares:

     (i)     Maintaining regular contact with Contract owners and assisting in answering inquiries concerning the Funds;

     (ii)      Assisting in printing and distributing shareholder reports, prospectuses and other sale and service literature provided by the Underwriter;

     (iii)     Assisting the Underwriter and its affiliates in the establishment and maintenance of shareholder accounts and records;

     (iv)     Assisting Contract owners in effecting administrative changes, such as exchanging shares in or out of the Funds;

     (v)     Assisting in processing purchase and redemption transactions; and

     (vi)     Providing other information or services as the Contract owners or the Underwriter may reasonably request.

     The Companies will support the Underwriter's marketing efforts by granting reasonable requests for visits to the Companies' offices by representatives of the Underwriter.

     6.5     The Companies' compliance with the service requirement set forth in this Agreement will be evaluated from time to time by monitoring redemption levels of Fund shares held in any Account and by such other methods as the Underwriter deems appropriate.

     6.6     The provisions of this Article VI shall remain in effect for not more than one year from the date hereof and thereafter for successive annual periods only so long as such continuance is specifically approved at least annually by the Trustees in conformity with Rule 12b-1. This Agreement shall automatically terminate in the event of its assignment (as defined by the 1940 Act). In addition, this Article VI may be terminated at any time, without the payment of any penalty, with respect to any Fund or the Trust as a whole by any party upon written notice delivered or mailed by registered mail, postage prepaid, to the other party, or , as provided in Rule 12b-1 under the 1940 Act by the Trustees or by the vote of the holders of the outstanding voting securities of any Fund.

     6.7     The Underwriter shall provide the Trustees of each of the Funds, and such Trustees shall review at least quarterly, a written report of the amounts paid to the Companies under this Article VI and the purposes for which such expenditures were made.

ARTICLE VII. Diversification

     7.1      The Trust shall use its best efforts to cause each Authorized Fund to maintain a diversified pool of investments that would, if such Fund were a segregated asset account, satisfy the diversification provisions of Treas. Reg. § 1.817-5(b)(1) or (2).

ARTICLE VIII. Potential Conflicts

     8.1      The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Trust. A material irreconcilable conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities law or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Trust shall promptly inform the Companies if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

     8.2      The Companies will report any potential or existing conflicts of which it is aware to the Trustees. The Companies will assist the Trustees in carrying out their responsibilities under the Shared Funding Exemptive Order, by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised. This includes, but is not limited to, an obligation by the Companies to inform the Trustees whenever Contract owner voting instructions are disregarded.

     8.3      If it is determined by a majority of the Trustees, or a majority of the disinterested Trustees, that a material irreconcilable conflict exists, the Companies shall to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take, at each Company's expense, whatever steps are necessary to remedy or eliminate the material irreconcilable conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Fund and reinvesting such assets in a different investment medium, including (but not limited to) another Fund of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.

     8.4      If a material irreconcilable conflict arises because of a decision by a Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, that Company may be required, at the Trust's election, to withdraw the affected Account's investment in one or more portfolios of the Trust and terminate this Agreement with respect to such Account; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. No charge or penalty shall be imposed as a result of such withdrawal. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders of that Company for the purchase (or redemption) of shares of the Trust.

     8.5      If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to a Company to disregard Contract owner voting instructions and that decision represents a minority position that would preclude a majority vote, then that Company may be required, at the Trust's direction, to withdraw the affected Account's investment in one or more Authorized Funds of the Trust; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, unless a shorter period is required by law, and until the end of the foregoing six month period (or such shorter period if required by law), the Underwriter and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal.

     8.6      For purposes of Sections 8.3 through 8.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any material irreconcilable conflict. Neither the Trust nor the Underwriter shall be required to establish a new funding medium for the Contracts, nor shall the Companies be required to do so, if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the material irreconcilable conflict. In the event that the Trustees determine that any proposed action does not adequately remedy any material irreconcilable conflict, then the Companies will withdraw the Account's investment in one or more Authorized Funds of the Trust and terminate this Agreement within six (6) months (or such shorter period as may be required by law or any exemptive relief previously granted to the Trust) after the Trustees inform the Companies in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. No charge or penalty will be imposed as a result of such withdrawal.

     8.7     The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and to bear the cost of such remedial action shall be the obligation of the Companies, and the obligation of the Companies set forth in this Article VII shall be carried out with a view only to the interests of Contract owners.

     8.8     If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 8.1, 8.2, 8.3, 8.4 and 8.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

     8.9     The Companies have reviewed the Mixed and Shared Funding Exemption Order and hereby assumes all obligations referred to therein which are required, including, without limitation, the obligation to provide reports, material or data as the Trustees may request as conditions to such Order, to be assumed or undertaken by the Companies.

ARTICLE IX. Indemnification

     9.1.      Indemnification by the Companies

     9.1      (a).     The Companies shall indemnify and hold harmless the Trust and the Underwriter and each of the Trustees, directors of the Underwriter, officers, employees or agents of the Trust or the Underwriter and each person, if any, who controls the Trust or the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 9.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Companies which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and:

(i)     arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Registration Statement, Prospectus or Statement of Additional Information for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Companies by or on behalf of the Trust for use in the Registration Statement, Prospectus or Statement of Additional Information for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii)     arise out of or as a result of written statements or representations (other than statements or representations contained in the Trust's Registration Statement or Prospectus, or in sales literature for Trust shares not supplied by the Companies, or persons under its control) or wrongful conduct of the Companies or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or

(iii)     arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust or the Underwriter by or on behalf of the Companies; or

(iv)     arise out of or result from any breach of any representation and/or warranty made by the Companies in this Agreement or arise out of or result from any other breach of this Agreement by the Companies, as limited by and in accordance with the provisions of Sections 9.1(b) and 9.1(c) hereof.

     9.1      (b)      The Companies shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party to the extent such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, whichever is applicable.

     9.1      (c)      The Companies shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Companies in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim but failure to notify the Companies of any such claim shall not relieve the Companies from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Companies shall be entitled to participate, at each Companies' own expense, in the defense of such action. The Companies also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Companies to such Indemnified Party of the Companies' election to assume the defense thereof the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Companies will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

     9.1      (d)      The Underwriter shall promptly notify the Companies of the commencement of any litigation or proceedings against the Trust or the Underwriter in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust.

     9. 1     (e) The provisions of this Section 9.1 shall survive any termination of this Agreement.

     9.2     Indemnification by the Underwriter

     9.2     (a)      The Underwriter shall indemnify and hold harmless each Company and each person, if any, who controls the Companies within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 9.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts or the performance by the parties of their obligations hereunder and:

(i)     arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the sales literature of the Trust prepared by or approved by the Trust or Underwriter (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Companies for use in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii)     arise out of or as a result of written statements or representations (other than statements or representations contained in the Registration Statement, Prospectus, Statement of Additional Information or sales literature for the Contracts not supplied by the Underwriter or persons under its control) of the Underwriter or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or

(iii)     arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, Prospectus, Statement of Additional Information or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Companies by or on behalf of the Underwriter; or

(iv)     arise out of or result from any breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 9.2(b) and 9.2(c) hereof.

     9.2     (b)      The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable.

     9.2     (c)      The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Underwriter to such Indemnified Party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

     9.2     (d)     Each Company shall promptly notify the Underwriter of the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors, in connection with the issuance or sale of the Contracts or the operation of each Account.

     9.2     (e)     The provisions of this Section 9.2 shall survive any termination of this Agreement.

     9.3     Indemnification by the Trust

     9.3     (a)      The Trust shall indemnify and hold harmless the Companies, and each person, if any, who controls the Companies within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 9.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust which consent may not be unreasonably withheld) or litigation (including reasonable legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the operations of the Trust and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement, Prospectus and Statement of Additional Information of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Companies for use in the Registration Statement, Prospectus, or Statement of Additional Information for the Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 9.3(b) and 9.3(c) hereof.

     9.3     (b)      The Trust shall not be liable under the indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Companies, the Trust, the Underwriter or each Account, whichever is applicable.

     9.3     (c)      The Trust shall not be liable under this indemnification provision with respect to any claim made against any Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent) on the basis of which the Indemnified Party should reasonably know of the availability of indemnity hereunder in respect of such claim, but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party named in the action. After notice from the Trust to such Indemnified Party of the Trust's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

     9.3     (d)     Each Company agrees promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its officers or, directors, in connection with this Agreement, the issuance or sale of the Contracts or the sale or acquisition of shares of the Trust.

     9.3     (e)      The provisions of this Section 9.3 shall survive any termination of this Agreement.

ARTICLE X. Applicable Law

     10.1      This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.

     10.2      This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the Securities and Exchange Commission may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE XI. Termination

     11.1.This Agreement shall terminate:

     (a)     at the option of any party upon 90 days advance written notice to the other parties; or

     (b)     at the option of the Trust or the Underwriter in the event that formal administrative proceedings are instituted against the Companies by the NASD, the Securities and Exchange Commission, any State Insurance Commissioner or any other regulatory body regarding the Companies' duties under this Agreement or related to the sales of the Contracts, with respect to the operation of any Account, or the purchase of the Trust shares, provided, however, that the Trust or the Underwriter determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Companies to perform its obligations under this Agreement; or

     (c)     at the option of the Companies in the event that formal administrative proceedings are instituted against the Trust or Underwriter by the NASD, the Securities and Exchange Commission, or any state securities or insurance department or any other regulatory body in respect of the sale of shares of the Trust to the Companies, provided, however, that the Companies determines in its sole judgment exercised in good faith, that any such administrative proceedings will have a material adverse effect upon the ability of the Trust or Underwriter to perform its obligations under this Agreement; or

     (d)      with respect to any Account, upon requisite vote of the Contract owners having an interest in such Account (or any subaccount) to substitute the shares of another investment Companies for the corresponding Fund shares of the Trust in accordance with the terms of the Contracts for which those Fund shares had been selected to serve as the underlying investment media. The Companies will give 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares; or

     (e)      with respect to any Authorized Fund, upon 30 days advance written notice from the Underwriter to the Companies, upon a decision by the Underwriter to cease offering shares of the Fund for sale.

     11.2.      It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 11.1 (a) may be exercised for any reason or for no reason.

     11.3      No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate, which notice shall set forth the basis for such termination. Such prior written notice shall be given in advance of the effective date of termination as required by this Article XI.

     11.4      Notwithstanding any termination of this Agreement, subject to Section 1.2 of this Agreement, the Trust and the Underwriter shall, at the option of the Companies, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, subject to Section 1.2 of this Agreement, the owners of the Existing Contracts shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 11.4 shall not apply to any termination under Article VIII and the effect of such Article VIII termination shall be governed by Article VIII of this Agreement.

     11.5      The Companies shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to the Companies' assets held in either Account) except (i) as necessary to implement Contract owner initiated transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption"). Upon request, the Companies will promptly furnish to the Trust and the Underwriter an opinion of counsel for the Companies, reasonably satisfactory to the Trust, to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, subject to Section 1.2 of this Agreement, the Companies shall not prevent Contract owners from allocating payments to an Authorized Fund that was otherwise available under the Contracts without first giving the Trust or the Underwriter 90 days notice of its intention to do.

ARTICLE XII. Notices

     Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:
     One Post Office Square
     Boston, MA 02109
     Attention: John R. Verani

If to the Underwriter:
     One Post Office Square
     Boston, MA 02109
     Attention: General Counsel

If to the Companies:
     Security Life of Denver Insurance Company
     Southland Life Insurance Company
     1290 Broadway
     Denver, CO 80203
     Attention: Variable Counsel

ARTICLE XIII. Miscellaneous

     13.1     A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of or arising out of this instrument, including without limitation Article VII, are not binding upon any of the Trustees or shareholders individually but binding only upon the assets and property of the Trust.

     13.2      The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

     13.3      This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

     13.4      If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

     13.5     Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

     13.6      The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

     13.7      Notwithstanding any other provision of this Agreement, the obligations of the Trust and the Underwriter are several and, without limiting in any way the generality of the foregoing, neither such party shall have any liability for any action or failure to act by the other party, or any person acting on such other party's behalf.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date specified below.

                    SECURITY LIFE OF DENVER INSURANCE COMPANY
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:     

                    SOUTHLAND LIFE INSURANCE COMPANY
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:     

                    PUTNAM VARIABLE TRUST
                    By its authorized officer,

                    ___________________________________
                    Name:
                    Title:

                    PUTNAM RETAIL MANAGMENT, INC.
                     By its authorized officer,

                    ___________________________________
                    Name:
                    Title:

Schedule A

Contracts

1. Security Life Separate Account L1	FirstLine Variable Universal Life Strategic Advantage Variable Universal Life FirstLine II Variable Universal Life Strategic Advantage II Variable Universal Life Variable Survivorship Universal Life Corporate Benefits Variable Universal Life Estate Designer Variable Universal Life Asset Portfolio Manager Variable Universal Life
2. Southland Separate Account L1	Future Dimensions Variable Universal Life Market Dimensions Variable Universal Life Survivor Dimensions Variable Universal Life

Schedule B

Putnam Variable Trust

12b-1 Fee Factor*	Funds
0.15%	New Opportunities Fund
	Voyager Fund
	Growth and Income Fund
	Small Cap Value Fund

*On an annual basis, payable quarterly, calculated on the average daily net asset value of all assets placed by the Companies under the contracts.

EX-1.A8BXXXII

EXHIBIT 1.A(8)(b)(xxxii)

EIGHTH AMENDMENT TO PARTICIPATION AGREEMENT

     THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado (the "Company), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter) (collectively, the "Parties).

     WHEREAS, the Parties executed a participation agreement dated August 10, 1994 (the "Participation Agreement), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts) offered by the Company through certain separate accounts (the "Separate Accounts);

     WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

     WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract and class of Fund to be purchased by the Separate Accounts;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which adds the Asset Portfolio Manager Variable Universal Life policies to the list of Contracts funded by the Separate Accounts.

Executed this 12^th day of March, 2001.

Security Life of Denver Insurance Company		Variable Insurance Products Fund II
BY:	/s/ Jim Livingston	BY:	/s/ Robert C. Pozen
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President
			Fidelity Distributors Corporation
		BY:	/s/ Mike Kellogg
			Mike Kellogg
			Vice President

Schedule A
Separate Accounts and Associated Contracts

Name of Separate Account

Contracts Funded By Separate Account

Security Life Separate Account L1 (November 3, 1993)

FirstLine (Flexible Premium Variable Life Insurance Policy) Strategic Advantage Variable Universal Life (Flexible Premium Variable Universal Life Insurance Policy) FirstLine II (Flexible Premium Variable Universal Life Insurance Policy) Strategic Advantage II Variable Universal Life (Flexible Premium Variable Life Insurance) Variable Survivorship Universal Life (Flexible Premium Variable Life Insurance) Corporate Benefits Variable Universal Life (Flexible Premium Variable Life Insurance) Estate Designer Variable Universal Life (Joint and Survivor Flexible Premium Variable Life Insurance) Asset Portfolio Manager Variable Universal Life (Flexible Premium Variable Life Insurance)

EX-1.A8BXXXIII

Exhibit 1.A(8)(b)(xxxiii)

NINTH AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated August 10, 1994 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract and class of Fund to be purchased by the Separate Accounts;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the Underwriter agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which lists the Contracts funded by the Separate Accounts.

Executed this 12th day of March, 2001.

Security Life of Denver Insurance Company		Variable Insurance Products Fund
BY:	/s/ Jim Livingston	BY:	/s/ Robert C. Pozen
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President
		Fidelity Distributors Corporation
		BY:	/s/ Mike Kellogg
			Mike Kellogg
			Vice President

Schedule A
Separate Accounts and Associated Contracts

Name of Separate Account

Contracts Funded By Separate Acccount

Security Life Separate Account L1 (November 3, 1993)

FirstLine (Flexible Premium Variable Life Insurance Policy) Strategic Advantage Variable Universal Life (Flexible Premium Variable Universal Life Insurance Policy) FirstLine II (Flexible Premium Variable Universal Life Insurance Policy) Strategic Advantage II Variable Universal Life (Flexible Premium Variable Life Insurance Policy) Variable Survivorship Universal Life (Flexible Premium Variable Life Insurance Policy) Corporate Benefits Variable Universal Life (Flexible Premium Variable Life Insurance) Estate Designer Variable Universal Life (Joint and Survivor Flexible Premium Variable Life Insurance) Asset Portfolio Manager Variable Universal Life (Flexible Premium Variable Life Insurance)

EX-1.A8BXXXIV

Exhibit 1.A(8)(b)(xxxiv)

AMENDMENT TO THE M FUND, INC.
FUND PARTICIPATION AGREEMENT

This Amendment, dated as of February 1, 2001, amends the Fund Participation Agreement, dated December 1, 2000, as amended (the "Agreement"), among Security Life of Denver Insurance Company ("Company"), M Fund, Inc. ("Fund") and M Financial Investment Advisers, Inc. ("Adviser").

     WHEREAS, the parties desire to amend the Agreement to clarify that the Fund may be used as a funding vehicle for both registered and unregistered variable contracts offered by Company through separate accounts of Company; and to add additional contracts to be purchased by the separate accounts;

     NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

1.     Section 1.11 of Article I "Additional Definitions" is hereby deleted and replaced as follows:

1.11 "Disclosure Documents" with respect to the Fund shares and certain Products offered by the Company, each version of the definitive documents or supplements issued by the Company or filed with the SEC. Includes, but is not limited to: private placement memorandum, prospectus and statement of additional information.

2.     The following provisions of Article IV, "Filings, Information and Expenses" are modified as follows:

4.5.	"Private placement memoranda" is hereby replaced with "disclosure documents."
4.6(b)	(i) The word "State" is hereby deleted. (ii) To the end of this provision is added the following: "and filing with regulatory authorities as and if appropriate."
4.8.	The parenthetical "(private placement memoranda)" is hereby deleted.

3.     The following provisions of Article VII, "Potential Conflicts" are hereby modified as follows:

7.1.	"Contracts Private Offering Memorandum" is hereby replaced with "disclosure document."
7.3.	(a) "[E]xemptive order" is replaced with "the Contracts." b) "[T]he conditions of the Exemptive Order" is replaced with "federal and state law or of the Exemptive Order."

4.     Schedules 1 and 2 to the Agreement are replaced by the attached.

5.     Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.

M FUND, INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President	M FINANCIAL INVESTMENT ADVISERS INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President
SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ James L. Livingston, Jr. Name: James L. Livingston, Jr. Title: Executive Vice President

Schedule 1 - Amendment

Effective as of May 1, 2001, the following separate accounts of the Company and Contracts are hereby added to this Schedule 1 and made subject to the Agreement:

Name on Account	Type of Product Supported by Account	Name of Product
Security Life Separate Account M1	Variable Universal Life	Magnastar
Security Life Separate Account L1	Variable Universal Life	FirstLine
Security Life Separate Account L1	Variable Universal Life	FirstLine II
Security Life Separate Account L1	Variable Universal Life	Strategic Advantage II
Security Life Separate Account L1	Variable Universal Life	Asset Portfolio Manager
Security Life Separate Account L1	Variable Universal Life	Variable Survivorship
Security Life Separate Account L1	Variable Universal Life	Estate Designer
Security Life Separate Account L1	Variable Universal Life	Corporate Benefits

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 1 in accordance with Article XI of the Agreement.

M FUND, INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President	SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ James L. Livingston, Jr. Name: James L. Livingston, Jr. Title: Executive Vice President
M FINANCIAL INVESTMENT ADVISERS INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President

Schedule 2 - Amendment

Effective as of May 1, 2001, this Schedule 2 is hereby amended to reflect the following changes in Fund Series and other funding vehicles:

Contract Marketing Name:
     Magnastar Variable Universal Life
     FirstLine Variable Universal Life
     FirstLine II Variable Universal Life
     Strategic Advantage II Variable Universal Life
     Asset Portfolio Manager Variable Universal Life
     Variable Survivorship Universal Life
     Estate Designer Variable Universal Life
     Corporate Benefits Variable Universal Life

M Fund, Inc. Fund Series:
     Brandes International Equity Fund
     Clifton Enhanced U.S. Equity Fund
     Frontier Capital Appreciation Fund
     Turner Core Growth Fund

Other Funding Vehicles:
     AIM Variable Insurance Funds
     The Alger American Fund
     Fidelity Variable Insurance Products Fund (I&II)
     The GCG Trust
     INVESCO Variable Investment Funds, Inc.
     Janus Aspen Series
     Neuberger Berman Advisers Management Trust
     Van Eck Worldwide Insurance Trust

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 2 in accordance with Article XI of the Agreement.

M FUND, INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President	SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ James L. Livingston, Jr. Name: James L. Livingston, Jr. Title: Executive Vice President
M FINANCIAL INVESTMENT ADVISERS INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President

EX-1.A8BXXXV

Exhibit 1.A(8)(b)(xxxv)

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated August 10, 1994 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the other investment companies available under the Variable Life Insurance Contracts offered by the Company are listed in Schedule C of the Participation Agreement;

WHEREAS, the funding vehicles for Contracts are listed in Schedule D of the Participation Agreement;

NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:

The Participation Agreement is hereby amended by substituting for the current Schedules A, C and D amended Schedules A, C and D in the form attached hereto.

Executed this _______ day of _____________________, 2001.

Security Life of Denver Insurance Company		Variable Insurance Products Fund II
BY:	_______________________________________	BY:	_______________________________________
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President
			Fidelity Distributors Corporation
		BY:	_______________________________________
			Kevin J. Kelly
			Vice President

Schedule A

Separate Accounts and Associated Contracts

Name of Separate Account and Date of Established by Board of Directors	Contracts Funded By Separate Account
Security Life Separate Account A1 (November 3, 1993)	The Exchequer Variable Annuity (Flexible Premium Deferred Combination Fixed and Variable Annuity Contract)
Security Life Separate Account L1 (November 3, 1993)	FirstLine Variable Universal Life Strategic Advantage Variable Universal Life FirstLine II Variable Universal Life Strategic Advantage II Variable Universal Life Variable Survivorship Universal Life Corporate Benefits Variable Universal Life Strategic Benefit Variable Universal Life Estate Designer Variable Universal Life (Joint and Survivor) Asset Portfolio Manager Variable Universal Life
Security Life Separate Account SLDM1 (September 11, 2000)	Magnastar Private Placement Variable Universal Life
Security Life Separate Account SLDM2      (September 11, 2000)
Security Life Separate Account SLDF1 (September 11, 2000)	PeakPlus Private Placement Variable Universal Life
Security Life Separate Account SLDF2 (September 11, 2000)
Security Life Separate Account SLDF3 (September 11, 2000)
Security Life Separate Account SLDF4 (September 11, 2000)
Security Life Separate Account SLDF5 (September 11, 2000)

Schedule C

Other investment companies currently available under variable annuities or variable life insurance issued by the Company (not all funds/portfolios are available in all products):

                    AIM VI Capital Appreciation Portfolio
                    AIM VI Government Securities Portfolio

                    Alger American MidCap Growth Portfolio
                    Alger American Small Capitalization Portfolio
                    Alger American Growth Portfolio
                    Alger American Leveraged Allcap Portfolio

                    Fidelity Investments Variable Insurance Products Fund II
                         Asset Manager Portfolio
                         Index 500 Portfolio

                    GCG Trust
                         Equity Income Portfolio
                         Growth Portfolio
                         Hard Assets Portfolio
                         Limited Maturity Bond Portfolio
                         Liquid Asset Portfolio
                         Mid-Cap Growth Portfolio
                         Research Portfolio
                         Total Return Portfolio
                         Fully Managed Portfolio

                    INVESCO VIF High Yield Fund
                    INVESCO VIF Equity Income Fund
                    INVESCO VIF Total Return Fund
                    INVESCO VIF Utilities Fund
                    INVESCO VIF Small Company Growth Fund

                    Janus Aspen Series
                         Growth Portfolio
                         Aggressive Growth Portfolio
                         International Growth Portfolio
                         Worldwide Growth Portfolio

                    Merrill Lynch
                         Balanced Capital Focus Fund
                         Basic Value Focus Fund
                         Global Growth Focus Fund
                         Index 500 Fund
                         Small Cap Value Focus Fund

                    M Fund, Inc.
                         Brandes International Equity Fund
                         Clifton Enhanced U. S. Equity Fund
                         Frontier Capital Appreciation Fund
                         Turner Core Growth Fund

                    Neuberger Berman Advisers Management Trust
                         Growth Portfolio
                         Limited Maturity Bond Portfolio
                         Partners Portfolio

                    Pilgrim Variable Products Trust
                         Growth Opportunities Portfolio
                         MagnaCap Portfolio
                         MidCap Opportunities Portfolio
                         SmallCap Opportuniities Portfolio

                    Putnam Variable Trust
                         New Opportunities Fund
                         Voyager Fund
                         Growth and Income Fund
                         SmallCap Value Fund

                    Van Eck Worldwide Insurance Trust
                         Bond Fund
                         Emerging Markets Fund
                         Hard Assets Fund
                         Real Estate Fund

Schedule D

Portfolio of the Fund available as funding vehicles under the Contracts:

Initial Class Shares
     Growth Portfolio
     Money Market Portfolio
     Overseas Portfolio

Service Class Shares*
     Growth Portfolio
     Overseas Portfolio

* for the following Contracts only:
     Strategic Benefit
     Asset Portfolio Manager

EX-1.A8BXXXVI

EXHIBIT 1.A(8)(b)(xxxvi)

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated August 10, 1994 (the "Participation Agreement"), governing how shares of the Fund's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the other investment companies available under the Variable Life Insurance Contracts offered by the Company are listed in Schedule C of the Participation Agreement;

WHEREAS, the funding vehicles for Contracts are listed in Schedule D of the Participation Agreement;

NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedules A, C and D amended Schedules A, C and D in the form attached hereto.

Executed this _______ day of _____________________, 2001.

Security Life of Denver Insurance Company Variable Insurance Products Fund

BY:		BY:
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President
			Fidelity Distributors Corporation
		BY:
			Kevin J. Kelly
			Vice President

Amendment to Participation Agreement                   1

Schedule A

Separate Accounts and Associated Contracts>

Name of Separate Account and	Contracts Funded
Date of Established by Board of Directors	By Separate Account
Security Life Separate Account A1 (November 3, 1993)	The Exchequer Variable Annuity (Flexible Premium Deferred Combination Fixed and Variable Annuity Contract)
Security Life Separate Account L1 (November 3, 1993)	FirstLine Variable Universal Life Strategic Advantage Variable Universal Life FirstLine II Variable Universal Life Strategic Advantage II Variable Universal Life Variable Survivorship Universal Life Corporate Benefits Variable Universal Life Strategic Benefit Variable Universal Life Estate Designer Variable Universal Life (Joint and Survivor) Asset Portfolio Manager Variable Universal Life
Security Life Separate Account SLDM1 (September 11, 2000)	Magnastar Private Placement Variable Universal Life
Security Life Separate Account SLDM2 (September 11, 2000)
Security Life Separate Account SLDF1 (September 11, 2000)	PeakPlus Private Placement Variable Universal Life
Security Life Separate Account SLDF2 (September 11, 2000)
Security Life Separate Account SLDF3 (September 11, 2000)
Security Life Separate Account SLDF4 (September 11, 2000)
Security Life Separate Account SLDF5 (September 11, 2000)

Amendment to Participation Agreement                2

Schedule C

Other investment companies currently available under variable annuities or variable life insurance issued by the Company (not all funds/portfolios are available in all products):

AIM VI Capital Appreciation Portfolio
AIM VI Government Securities Portfolio

Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio

Fidelity Investments Variable Insurance Products Fund II
     Asset Manager Portfolio
     Index 500 Portfolio

GCG Trust
     Equity Income Portfolio
     Growth Portfolio
     Hard Assets Portfolio
     Limited Maturity Bond Portfolio
     Liquid Asset Portfolio
     Mid-Cap Growth Portfolio
     Research Portfolio
     Total Return Portfolio
     Fully Managed Portfolio

INVESCO VIF High Yield Fund
INVESCO VIF Equity Income Fund
INVESCO VIF Total Return Fund
INVESCO VIF Utilities Fund
INVESCO VIF Small Company Growth Fund

Janus Aspen Series
     Growth Portfolio
     Aggressive Growth Portfolio
     International Growth Portfolio
     Worldwide Growth Portfolio

Merrill Lynch
     Balanced Capital Focus Fund
     Basic Value Focus Fund
     Global Growth Focus Fund
     Index 500 Fund
     Small Cap Value Focus Fund

Amendment to Participation Agreement                   3

M Fund, Inc.
     Brandes International Equity Fund
     Clifton Enhanced U. S. Equity Fund
     Frontier Capital Appreciation Fund
     Turner Core Growth Fund

Neuberger Berman Growth Portfolio
Neuberger Berman Limited Maturity Bond Portfolio
Neuberger Berman Partners Portfolio

Pilgrim Variable Products Trust
     Growth Opportunities Portfolio
     MagnaCap Portfolio
     MidCap Opportunities Portfolio
     SmallCap Opportunities Portfolio

putnam Variable Trust
     New Opportunities Fund
     Voyager Fund
     Growth and Income Fund
     SmallCap Value Fund

Van Eck Worldwide Insurance Trust
     Bond Fund
     Emerging Markets Fund
     Hard Assets Fund
     Real Estate Fund

Amendment to Participation Agreement                   4

Schedule D>

Portfolio of the Fund available as funding vehicles under the Contracts:

Initial Class Shares
     Growth Portfolio
     Money Market Portfolio
     Overseas Portfolio

Service Class Shares*
     Growth Portfolio
     Overseas Portfolio

*  for the following Contracts only:
     Strategic Benefit
     Asset Portfolio Manager

Amendment to Participation Agreement                   5

EX-1.A8BXXXVII

Exhibit 1.A(8)(b)(xxxvii)

AMENDMENT TO PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado (the "Company"), The GCG Trust, a management investment company and business trust organized under the laws of the Commonwealth of Massachusetts (the "Trust") and Directed Services, Inc. a corporation organized under the laws of the State of New York (the "Adviser" and the "Distributor") (collectively, the "Parties").

WHEREAS, the Parties executed a participation agreement dated February 11, 2000 (the "Participation Agreement"), governing how shares of the Trust's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the various contracts for which shares are purchased are listed in Schedule A of the Participation Agreement;

WHEREAS, the Parties have agreed that it is in their interests to add additional Contracts that are funded by the Separate Account;

NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:

The Participation Agreement is hereby amended by substituting for the current Schedule A an amended Schedule A in the form attached hereto which adds additional Contracts to the list of Contracts Funded by the Separate Account.

Executed this _______ day of _____________________, 2001.

Security Life of Denver Insurance Company		The GCG Trust
BY:	_______________________	BY:
	Jim Livingston		Name: _______________________
	Executive Vice President		Title: __________________________
		Directed Services, Inc.
		BY:
			Name: _________________________
			Title: __________________________

Schedule A

SECURITY LIFE OF DENVER INSURANCE COMPANY CONTRACTS AND SEPARATE ACCOUNT(S)

Separate Account

Security Life of Denver Insurance Company
Separate Account L1

Contract(s)

Asset Portfolio Manager Variable Universal Life
Corporate Benefits Variable Universal Life
Estate Designer Variable Universal Life
FirstLine Variable Universal Life
FirstLine II Variable Universal Life
Strategic Advantage Variable Universal Life
Strategic Advantage II Variable Universal Life
Strategic Benefit Variable Universal Life
Variable Survivorship Variable Universal Life EX-1.A8BXXXVIII 14 mfund_partamdt.htm M FUND PRT AGMT AMDT

Exhibit 1.A(8)(b)(xxxviii)

AMENDMENT TO THE PARTICIPATION AGREEMENT

This Agreement is made by and among Security Life of Denver Insurance Company ("Company"), M Fund, Inc. ("Fund") and M Financial Investment Advisers, Inc. ("Adviser") (collectively, the "Parties").

     WHEREAS, the Parties executed a Participation Agreement dated December 1, 2000 (the "Participation Agreement") governing how shares of the Funds portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

     WHEREAS, the Parties have agreed that it is in their interests to add additional Contracts and funding options to the Participation Agreement;

     NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:

1. The participation Agreement is hereby amended by substituting for the current Schedule 1 an amended Schedule 1 in the form attached hereto which adds Strategic Advantage to the list of Contracts subject to the Participation Agreement.
2. The Participation Agreement is hereby amended by substituting for the current Schedule 2 an amended Schedule 2 in the form attached hereto which adds certain Contracts and investment options to the list of those funding the Separate Accounts.

M FUND, INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President	M FINANCIAL INVESTMENT ADVISERS INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President
SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ Jim Livingston Name:Jim Livingston Title: Executive Vice President

Schedule 1 - Amendment

Effective as of May 1, 2001, the following separate accounts of the Company and Contracts are hereby added to this Schedule 1 and made subject to the Agreement:

Name on Account	Type of Product Supported by Account	Name of Product
Security Life Separate Account M1	Variable Universal Life	Magnastar
Security Life Separate Account L1	Variable Universal Life	FirstLine
Security Life Separate Account L1	Variable Universal Life	FirstLine II
Security Life Separate Account L1	Variable Universal Life	Strategic Advantage II
Security Life Separate Account L1	Variable Universal Life	Asset Portfolio Manager
Security Life Separate Account L1	Variable Universal Life	Variable Survivorship
Security Life Separate Account L1	Variable Universal Life	Estate Designer
Security Life Separate Account L1	Variable Universal Life	Corporate Benefits

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 1 in accordance with Article XI of the Agreement.

M FUND, INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President	SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ Jim Livingston Name: Jim Livingston Title: Executive Vice President
M FINANCIAL INVESTMENT ADVISERS INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President

Schedule 2 - Amendment

Effective as of May 1, 2001, this Schedule 2 is hereby amended to reflect the following changes in Fund Series and other funding vehicles:

Contract Marketing Name:
     Magnastar Variable Universal Life
     FirstLine Variable Universal Life
     FirstLine II Variable Universal Life
     Strategic Advantage II Variable Universal Life
     Asset Portfolio Manager Variable Universal Life
     Variable Survivorship Universal Life
     Estate Designer Variable Universal Life
     Corporate Benefits Variable Universal Life

M Fund, Inc. Fund Series:
     Brandes International Equity Fund
     Clifton Enhanced U.S. Equity Fund
     Frontier Capital Appreciation Fund
     Turner Core Growth Fund

Other Funding Vehicles:
     AIM Variable Insurance Funds
     The Alger American Fund
     Fidelity Variable Insurance Products Fund (I&II)
     The GCG Trust
     INVESCO Variable Investment Funds, Inc.
     Janus Aspen Series
     Neuberger Berman Advisers Management Trust
     Van Eck Worldwide Insurance Trust

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 2 in accordance with Article XI of the Agreement.

M FUND, INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President	SECURITY LIFE OF DENVER INSURANCE COMPANY By: /s/ Jim Livingston Name: Jim Livingston Title: Executive Vice President
M FINANCIAL INVESTMENT ADVISERS INC. By: /s/ Daniel F. Byrne Name: Daniel F. Byrne Title: President

EX-1.A8BXXXVIII

M Fund Participation Agreement Amendment April 2001

EX-1.A8CVIII

Exhibit 1.A(8)(c)(viii)

Administrative and Shareholder Service Agreement

This Agreement is made as of the 31st day of March, 2000, by and between Directed Services, Inc., ("Adviser") and Security Life of Denver Insurance Company, ("Insurer") collectively "the Parties."

WHEREAS, Adviser serves as the investment adviser of The GCG Trust ("Trust") which currently consists of 25 separate operational series (each a "Portfolio"); and

WHEREAS, Insurer has entered into an agreement, dated February 11, 2000, with the Trust (a "Participation Agreement") pursuant to which the Trust will make shares of each Portfolio listed from time to time on Schedule A of the Agreement available to Insurer at net asset value and with no sales charges, subject to the terms of the Participation Agreement, to fund benefits under variable life insurance policies ("Policies") to be issued by Insurer; and

WHEREAS, the Participation Agreement provides that the Trust will bear the costs of preparing, filing with the Securities and Exchange Commission and setting for printing the Trust's prospectus, statement of additional information, including any amendments or supplements thereto, periodic reports to shareholders, and other shareholder communications (collectively, the "Trust Materials"), and that the Trust will provide Insurer with camera ready copies of all Trust materials; and

WHEREAS, the Participation Agreement provides that Insurer shall print in quantity and deliver to existing owners of Policies ("Policy owners") the Trust materials, and that the costs of printing in quantity and delivering to existing Policy owners such Trust materials will be borne by Insurer; and

WHEREAS, Insurer will incur various administrative expenses in connection with the servicing of Policy owners who have allocated policy value to a Portfolio, including, but not limited to, responding to various Policy owner inquiries regarding a Portfolio; and

WHEREAS, the Parties wish to allocate expenses in a manner that is fair and equitable, consistent with the best interests of Policy owners, and that does not entail the expense and inconvenience of separately identifying and accounting for each item of Trust expenses;

NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows:

I.	Services Provided:
	Insurer agrees to provide services including, but not limited to: providing necessary personnel and facilities to establish and maintain Contract owner accounts and records; recording and crediting debits and credits to the accounts of Contract owners; paying the proceeds of redemptions to Contract owners; delivering and responding to inquiries respecting Trust prospectuses, reports, notices, proxies and proxy statements and other information respecting the Portfolios (but not including services paid for by the Trust, such as printing and mailing); facilitating the tabulation of Contract owners' votes in the event of a meeting of Trust shareholders (as specified in the Participation Agreement); providing and administering Contract features for the benefit of Contract owners participating in the Trust, including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; responding to inquiries from Contract owners using one or more of the Portfolios as an investment vehicle regarding the services performed by Insurer as they relate to the Trust or its Portfolios; providing information to Adviser, the Trust, or the Trust's transfer agent and to Contract owners with respect to shares attributable to Contract owner accounts; facilitating the printing and mailing of shareholder communications from Trust as may be required pursuant to the Participation Agreement; responding to inquiries from Contract owners concerning the Trust and its operations; providing such similar services as Adviser or Trust may reasonably request to the extent permitted or required under applicable statutes, rules and regulations.
II.	Expense Allocations:
	Subject to Section III, Insurer or its affiliates shall initially bear the costs of: printing and distributing all Trust materials to be distributed to prospective Contract owners; printing and distributing all sales literature or promotional material developed by Insurer or its affiliates and relating to the Contracts; servicing Contract owners who have allocated Contract value to a Portfolio, which servicing shall include, but is not limited to, the items listed above. Costs of distribution and tabulation of the Trust proxy materials shall be paid by the Trust, except postage which will be paid by the Insurer.
III.	Payment of Expenses: The adviser and/or the Trust shall pay to Insurer a quarterly fee equal to a percentage of the average daily net assets of the Portfolio attributable to Contracts, issued by Insurer at the following annual rates:

Annual Rate	Total Average Monthly Net Assets for All Portfolios
0.25%	All Assets Placed by Security Life

	For purposes of calculating the amount of the expense reimbursement, described in (a) above, the "average daily net assets" of all Portfolios for any calendar month shall be equal to the quotient produced by dividing (i) the sum of the net assets of such Portfolios determined in accordance with procedures established from time to time by or under the direction of the Trusts' Board of Trustees for each business day of such quarter, by (ii) the number of such business days; and The Adviser or Trust will calculate the payment contemplated by this Section at the end of each calendar quarter and will make such payment to Insurer within thirty (30) days thereafter. Each payment will be accompanied by a statement showing the calculation of the quarterly amounts payable by the Adviser or Trust and such other supporting data as may be reasonably requested by Insurer. From time to time, the Parties hereto shall review the quarterly fee to determine whether it reasonably approximates the incurred and anticipated costs, over time, of Insurer in connection with its duties hereunder. The Parties agree to negotiate in good faith any change to the quarterly fee proposed by a Party in good faith. This Agreement shall not modify any of the provisions of the Participation Agreement, but shall supplement those provisions.
IV.	Term of Agreement:
	This Agreement shall continue in effect for so long as the Adviser is the adviser to the Trust and Insurer or its successor(s) in interest, or any affiliate thereof, continues to hold shares of the Trust or its portfolios, and continues to perform in a similar capacity for the Company and Trust.
V.	Indemnification: Insurer agrees to indemnify and hold harmless the Adviser and its officers and directors, from any and all loss, liability and expense resulting from the negligence or willful wrongful act of Security Life under this Agreement, or by reason of the reckless disregard of its obligations and duties under this Agreement. Adviser agrees to indemnify and hold harmless Insurer and its officers and directors from any and all loss, liability and expense resulting from the negligence or willful wrongful act of adviser under this Agreement, or by reason of the reckless disregard of its obligations and duties under this Agreement. No party will be entitled to indemnification under Sections V(a) or V(b) to the extent such loss, liability or expense is the result of the willful misfeasance, bad faith or negligence in the performance of such party's duties under this Agreement.
VI.	Amendment
	This Agreement may be amended only upon mutual agreement of the Parties hereto in writing.
VII.	Notices:
	Notices and communications required or permitted hereby will be given to the following persons at the following addresses and facsimile numbers, or such other persons, addresses or facsimile numbers as the Party receiving such notices or communications may subsequently direct in writing:      Directed Services, Inc.      1475 Dunwoody Drive      West Chester, PA 19380-1479      Attention: Myles Tashman      Fax: (610) 425-3520            Security Life of Denver Insurance Company      1290 Broadway      Denver, Colorado 80203-5699      Attention: Variable Attorney      Fax: (303) 860-2134
VIII.	Applicable Law:
	Except insofar as the Investment Company Act of 1940 or other federal laws and regulations may be controlling, this Agreement will be construed and the provisions hereof interpreted under and in accordance with Colorado law, without regard for that state's principles of conflict of laws.
IX.	Execution in Counterparts:
	This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.
X.	Severability:
	If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
XI.	Rights Cumulative:
	The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, that the Parties are entitled to under federal and state laws.
XII.	Headings
	The headings used in this Agreement are for purposes of reference only and shall not limit or define, the meaning of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.

Directed Services, Inc.		Security Life of Denver Insurance Company
By:	/s/ David L. Jacobson	By:	/s/ James L. Livingston, Jr.
Name:	David L. Jacobson	Name:	James L. Livingston, Jr.
Title:	Senior Vice President	Title:	Executive Vice President

EX-1.A8CIX

EXHIBIT 1.A(8)(c)(ix)

Administrative and Shareholder Service Agreement

This Agreement is made as of the ____ day of _________________, 20____, by and between ING Pilgrim Investments, LLC, ("Adviser") and Security Life of Denver Insurance Company, and Southland Life Insurance Company, ("Insurers") collectively "the Parties."

WHEREAS, Adviser serves as the investment adviser of Pilgrim Variable Products Trust ("Trust") which currently consists of ____ separate series (each a "Portfolio"); and

WHEREAS, Insurers have entered into an agreement, dated _______________________, 2001, with the Trust (a "Participation Agreement") pursuant to which the Trust will make shares of each Portfolio listed from time to time on Schedule B of the Agreement available to Insurers at net asset value and with no sales charges, subject to the terms of the Participation Agreement, to fund benefits under variable life insurance policies ("Policies") to be issued by Insurers; and

WHEREAS, the Participation Agreement provides that the Trust will bear the costs of preparing, filing with the Securities and Exchange Commission and setting for printing the Trust's prospectus, statement of additional information, including any amendments or supplements thereto, periodic reports to shareholders, and other shareholder communications (collectively, the "Trust Materials"), and that the Trust will provide Insurers with camera ready copies of all Trust materials; and

WHEREAS, the Participation Agreement provides that Insurers shall print in quantity and deliver to existing owners of Policies ("Policy owners") the Trust materials, and that the costs of printing in quantity and delivering to existing Policy owners such Trust materials will be borne by Insurers; and

WHEREAS, Insurers will incur various administrative expenses in connection with the servicing of Policy owners who have allocated policy value to a Portfolio, including, but not limited to, responding to various Policy owner inquiries regarding a Portfolio; and

WHEREAS, the Parties wish to allocate expenses in a manner that is fair and equitable, consistent with the best interests of Policy owners, and that does not entail the expense and inconvenience of separately identifying and accounting for each item of Trust expenses;

NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereto agree as follows:

I.	Services Provided:
	Insurers agrees to provide services including, but not limited to: providing necessary personnel and facilities to establish and maintain Policy owner accounts and records; recording and crediting debits and credits to the accounts of Policy owners; paying the proceeds of redemptions to Policy owners; delivering and responding to inquiries respecting Trust prospectuses, reports, notices, proxies and proxy statements and other information respecting the Portfolios (but not including services paid for by the Trust, such as printing and mailing); facilitating the tabulation of Policy owners' votes in the event of a meeting of Trust shareholders; providing and administering Policy features for the benefit of Policy owners participating in the Trust, including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; responding to inquiries from Policy owners using one or more of the Portfolios as an investment vehicle regarding the services performed by Insurers as they relate to the Trust or its Portfolios; providing information to Adviser, the Trust, or the Trust's transfer agent and to Policy owners with respect to shares attributable to Policy owner accounts; facilitating the printing and mailing of shareholder communications from Trust as may be required pursuant to the Participation Agreement; responding to inquiries from Policy owners concerning the Trust and its operations; providing such similar services as Adviser or Trust may reasonably request to the extent permitted or required under applicable statutes, rules and regulations.
II.	Expense Allocations:
	Subject to Section III, Insurers or its affiliates shall initially bear the costs of: printing and distributing all Trust materials to be distributed to prospective Policy owners; printing and distributing all sales literature or promotional material developed by Insurers or its affiliates and relating to the Policies; servicing Policy owners who have allocated Policy value to a Portfolio, which servicing shall include, but is not limited to, the items listed above. Costs of distribution and tabulation of the Trust proxy materials shall be paid by the Trust, except postage which will be paid by the Insurers.
III.	Payment of Expenses: The adviser and/or the Trust shall pay to Insurers a quarterly fee equal to a percentage of the average daily net assets of the Portfolio attributable to Policies, issued by Insurers at the annual rates shown in the attached Schedule A. For purposes of calculating the amount of the expense reimbursement, described in (a) above, the "average daily net assets" of all Portfolios for any calendar month shall be equal to the quotient produced by dividing (i) the sum of the net assets of such Portfolios determined in accordance with procedures established from time to time by or under the direction of the Trust's Board of Trustees for each business day of such quarter, by (ii) the number of such business days; and The Adviser or Trust will calculate the payment contemplated by this Section at the end of each calendar quarter and will make such payment to Insurers within thirty (30) days thereafter. Each payment will be accompanied by a statement showing the calculation of the quarterly amounts payable by the Adviser or Trust and such other supporting data as may be reasonably requested by Insurers. From time to time, the Parties hereto shall review the quarterly fee to determine whether it reasonably approximates the incurred and anticipated costs, over time, of Insurers in connection with its duties hereunder. The Parties agree to negotiate in good faith any change to the quarterly fee proposed by a Party in good faith. This Agreement shall not modify any of the provisions of the Participation Agreement, but shall supplement those provisions.
IV.	Term of Agreement:
	This Agreement shall continue in effect for so long as Insurers or its successor(s) in interest, or any affiliate thereof, continues to hold shares of the Trust or its portfolios, and continues to perform in a similar capacity for the Company and Trust.
V.	Indemnification: Insurers agrees to indemnify and hold harmless the Adviser and its officers and directors, from any and all loss, liability and expense resulting from the gross negligence or willful wrongful act of Security Life and Southland Life under this Agreement, except to the extent such loss, liability or expense is the result of the willful misfeasance, bad faith or gross negligence of the Adviser in the performance of its duties, or by reason of the reckless disregard of its obligations and duties under this Agreement. Adviser agrees to indemnify and hold harmless Insurers and their officers and directors from any and all loss, liability and expense resulting from the gross negligence or willful wrongful act of adviser under this Agreement, except to the extent such loss, liability or expense is the result of the willful misfeasance, bad faith or gross negligence of Insurers in the performance of its duties, or by reason of the reckless disregard of its obligations and duties under this Agreement.
VI.	Amendment
	This Agreement may be amended only upon mutual agreement of the Parties hereto in writing.
VII.	Notices:
	Notices and communications required or permitted hereby will be given to the following persons at the following addresses and facsimile numbers, or such other persons, addresses or facsimile numbers as the Party receiving such notices or communications may subsequently direct in writing:
	Pilgrim Variable Products Trust 40 North Central Avenue, Suite 1200 Phoenix, AZ 85004 Attention: _____________________ Fax: [602) 417-8324] Security Life of Denver Insurance Company Southland Life Insurance Company 1290 Broadway Denver, Colorado 80203-5699 Attention: Variable Attorney Fax: (303) 860-2134
VIII.	Applicable Law:
	Except insofar as the Investment Company Act of 1940 or other federal laws and regulations may be controlling, this Agreement will be construed and the provisions hereof interpreted under and in accordance with Colorado law, without regard for that state's principles of conflict of laws.
IX.	Execution in Counterparts:
	This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.
X.	Severability:
	If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement will not be affected thereby.
XI.	Rights Cumulative:
	The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, that the Parties are entitled to under federal and state laws.
XII.	Headings
	The headings used in this Agreement are for purposes of reference only and shall not limit or define, the meaning of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.

ING Pilgrim Investments, LLC	Security Life of Denver Insurance Company
By:	By:
Name:	Name:
Title:	Title:
	Southland Life Insurance Company
	By:
	Name:
	Title:

 

Schedule A
Annual Rate	Portfolios
0.27%	VP Growth Opportunities Portfolio
0.27%	VP MagnaCap Portfolio
0.27%	VP MidCap Opportunities Portfolio
0.27%	VP Small Cap Opportunities Portfolio

EX-1.A10AV 17 fl_v153-00.htm INV FEATURE SELECTION FORM

EXHIBIT 1.A(10)(a)(v)

[LOGO OF SECURITY LIFE]

Security Life of Denver Insurance Company
Variable Life Customer Service Center
P.O. Box 173888 · Denver, CO 80217-3888
1-800-848-6362 · ing-securitylife.com

[ ] FirstLine
[ ] FirstLine II
[ ] Strategic Advantage II
[ ] Variable Survivorship UL
[ ] Estate Designer

Supplement to Flexible Premium Variable Life Insurance Application
Investment Feature Selection Form

Section A - Initial Premium Allocation

Initial Premium Allocation. Please allocate your Initial Premium among the investment options of the Separate Account and/or to the Guaranteed Interest Division. Please use whole number percentages for each division/option elected. You must allocate at least 1% of your premium allocation to each division/option in which you elect to invest. The total must equal 100%.

_______% GUARANTEED INTEREST DIVISION

SEPARATE ACCOUNT INVESTMENT OPTIONS
AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series (Service Shares)
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	Magna Opportunities Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

Section B - Telephone Privilege Authorization

[ ]	Telephone Privilege Authorization: I/We authorize Security Life of Denver Insurance Company to accept telephone instructions from the Owners/ Registered Representative of the policy listed above:
	[ ]	Owners Only
	[ ]	Owner and Registered Representative
[ ]	Revocation of Telephone Privilege Authorization: I/We revoke all telephone privilege authorization in place on the policy listed above for the following persons:
	[ ]	Owners and Registered Representative
	[ ]	Registered Representative Only understand that ING Security Life reserves the right to discontinue the telephone privilege at any time.

Note: Signature required on back page.

Section C - Automatic Rebalancing Option

[ ] Initiate Automatic Rebalancing (complete below)
[ ]Change Automatic Rebalancing (complete below)

Automatic Rebalancing Allocation
AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series Service Shares
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	Magna Opportunities Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

___________ % Guaranteed Interest Division

Frequency and Date of Automatic Rebalancing: (If no options are marked, frequency will be quarterly and/or date will be last valuation date of calendar period.)

Frequency:

[ ]  Monthly       [ ]  Quarterly     [ ]   Semi-annually       [ ]   Annually

Date:

[ ] Policy Processing Date - Date on which processing will occur based on frequency selected beginning _______________________ (Month/Date)
[ ]  Last Valuation Date of Calendar Period
[ ]  Specific Date each Period beginning________________________
                                                                            (Specify Date)

Section D - Dollar Cost Averaging Option

[ ] Initiate Dollar Cost Averaging (complete below) [ ] Change Dollar Cost Averaging (complete below)

Please transfer $ _________ or _________ % from:

(check one only) [ ]   Fidelity Investment Money Market Division   [ ]   Neuberger Bermen Limited Maturity Bond Investment Option

Dollar Cost Averaging Option
	AIM
$________or________%	V.I. Capital Appreciation Fund
$________or________%	V.I. Government Securities Fund
	Alger American
$________or________%	Growth Portfolio
$________or________%	Leveraged AllCap Portfolio
$________or________%	MidCap Growth Portfolio
$________or________%	Small Capitalization Portfolio
	Fidelity Variable Insurance Products Fund (VIP)
$________or________%	Growth Portfolio
$________or________%	Money Market Portfolio
$________or________%	Overseas Portfolio
	Fidelity Variable Insurance Products Fund II (VIPII)
$________or________%	Asset Manager Portfolio
$________or________%	Index 500 Portfolio The GCG Trust
	The GCG Trust
$________or________%	Fully Managed Portfolio
$________or________%	MidCap Growth Portfolio
	INVESCO Variable Investment Fund (VIF)
$________or________%	VIF-Equity Income Funds
$________or________%	VIF-High Yield Fund
$________or________%	VIF-Small Company Growth Fund
$________or________%	VIF-Total Return Fund
$________or________%	VIF-Utilities Fund
	Janus Aspen Series Service Shares
$________or________%	Aggressive Growth Portfolio
$________or________%	Growth Portfolio
$________or________%	International Growth Portfolio
$________or________%	Worldwide Growth Portfolio
	Neuberger Berman
$________or________%	AMT Growth Portfolio
$________or________%	AMT Limited Maturity Bond Portfolio
$________or________%	AMT Partners Portfolio
	Pilgrim Variable Products Trust
$________or________%	Growth Opportunities Portfolio
$________or________%	Magna Opportunities Portfolio
$________or________%	MidCap Opportunities Portfolio
$________or________%	SmallCap Opportunities Portfolio
	Putnam Variable Trust
$________or________%	Growth & Income Fund Class IB Shares
$________or________%	New Opportunities Fund Class IB Shares
$________or________%	SmallCap Value Fund Class IB Shares
$________or________%	Voyager Fund Class IB Shares
	Van Eck
$________or________%	Worldwide Bond Fund
$________or________%	Worldwide Emerging Markets Fund
$________or________%	Worldwide Hard Assets Fund
$________or________%	Worldwide Real Estate Fund

Frequency and Date of Dollar Cost Averaging: (If no options are marked, frequency will be monthly and/or date will be policy processing date.)

Frequency:

[ ]  Monthly       [ ]  Quarterly     [ ]   Semi-annually       [ ]   Annually

Date:

[ ] Policy Processing Date - Date on which processing will occur based on frequency selected beginning ____________________________ (Month/Date)
[ ]  Specific Date each Period beginning ____________________________(Specify Date)

Terminate:

[ ]  Terminate Dollar Cost Averaging on (date) ____________________________
[ ]  Terminate Dollar Cost Averaging when investment option from which money is being transferred reaches
$ ______________

Section E - Premium Allocation Change Request

AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series Service Shares
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	Magna Opportunities Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

___________% Guaranteed Interest Division

Section F - Signatures

I/We acknowledge that we have read and understand:
1. the terms and conditions listed in the instructions to this form, the Prospectus and the Policy for each of the options or changes requested.
2. I/we can cancel or change any elections requested in Sections C and D above by sending written notice to the Customer Service Center at least 7 days before the next transfer date.
3. that dollar cost averaging and automatic rebalancing will begin on the date specified only if ING Security Life has received this signed form at least 7 days before the date specified.

Signature of Owner(s):

______________________________________________________________________________   Date________________________________________

______________________________________________________________________________   Date________________________________________

______________________________________________________________________________   Date________________________________________

Daytime Phone Number: __________________________________

EX-1.A10AV

 V-153-00

EX-1.A10AVI

EXHIBIT 1.A(10(a)(vi)

[LOGO OF SECURITY LIFE]

Security Life of Denver Insurance Company
Variable Life Customer Service Center
P.O. Box 173888 • Denver, CO 80217-3888
1-800-848-6362 • ing-securitylife.com

[ ] FirstLine
[ ] FirstLine II
[ ] Strategic Advantage II
[ ] Variable Survivorship UL
[ ] Estate Designer

M Financial
Supplement to Flexible Premium Variable Life Insurance Application
Investment Feature Selection Form

Section A – Initial Premium Allocation

Initial Premium Allocation. Please allocate your Initial Premium among the investment options of the Separate Account and/or to the Guaranteed Interest Division. Please use whole number percentages for each division/option elected. You must allocate at least 1% of your premium allocation to each division/option in which you elect to invest. The total must equal 100%.

_______% GUARANTEED INTEREST DIVISION

SEPARATE ACCOUNT INVESTMENT OPTIONS
AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series (Service Shares)
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
M Funds
_____%	Brandes International Equity Fund
_____%	Clifton Enhanced U.S. Equity Fund
_____%	Frontier Capital Appreciation Fund
_____%	Turner Core Growth Fund
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	MagnaCap Opportunities Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

Section B – Telephone Privilege Authorization

[ ]	Telephone Privilege Authorization: I/We authorize Security Life of Denver Insurance Company to accept telephone instructions from the Owners/ Registered Representative of the policy listed above:
	[ ]	Owners Only
	[ ]	Owner and Registered Representative
[ ]	Revocation of Telephone Privilege Authorization: I/We revoke all telephone privilege authorization in place on the policy listed above for the following persons:
	[ ]	Owners and Registered Representative
	[ ]	Registered Representative Only understand that ING Security Life reserves the right to discontinue the telephone privilege at any time.

Note: Signature required on back page.

Section C – Automatic Rebalancing Option

[ ] Initiate Automatic Rebalancing (complete below)
[ ] Change Automatic Rebalancing (complete below)

Automatic Rebalancing Allocation
AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series Service Shares
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
M Funds
_____%	Brandes International Equity Fund
_____%	Clifton Enhanced U.S. Equity Fund
_____%	Frontier Capital Apprection Fund
_____%	Turner Core Growth Fund
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	Magna Opportunities Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

___________ % Guaranteed Interest Division

Frequency and Date of Automatic Rebalancing: (If no options are marked, frequency will be quarterly and/or date will be last valuation date of calendar period.)

Frequency:

[ ]  Monthly       [ ]  Quarterly     [ ]   Semi-annually       [ ]   Annually

Date:

[ ]  Policy Processing Date - Date on which processing will occur based on frequency selected beginning _______________________ (Month/Date)
[ ]  Last Valuation Date of Calendar Period
[ ]  Specific Date each Period beginning________________________
                                                                            (Specify Date)

Section D – Dollar Cost Averaging Option

[ ] Initiate Dollar Cost Averaging (complete below) [ ] Change Dollar Cost Averaging (complete below)

Please transfer $ _________ or _________ % from:

(check one only)    [ ] Fidelity Investment Money Market Division    [ ]  Neuberger Bermen Limited Maturity Bond Investment Option

Dollar Cost Averaging Option
	AIM
$________or________%	V.I. Capital Appreciation Fund
$________or________%	V.I. Government Securities Fund
	Alger American
$________or________%	Growth Portfolio
$________or________%	Leveraged AllCap Portfolio
$________or________%	MidCap Growth Portfolio
$________or________%	Small Capitalization Portfolio
	Fidelity Variable Insurance Products Fund (VIP)
$________or________%	Growth Portfolio
$________or________%	Money Market Portfolio
$________or________%	Overseas Portfolio
	Fidelity Variable Insurance Products Fund II (VIPII)
$________or________%	Asset Manager Portfolio
$________or________%	Index 500 Portfolio The GCG Trust
	The GCG Trust
$________or________%	Fully Managed Portfolio
$________or________%	MidCap Growth Portfolio
	INVESCO Variable Investment Fund (VIF)
$________or________%	VIF-Equity Income Funds
$________or________%	VIF-High Yield Fund
$________or________%	VIF-Small Company Growth Fund
$________or________%	VIF-Total Return Fund
$________or________%	VIF-Utilities Fund
	Janus Aspen Series Service Shares
$________or________%	Aggressive Growth Portfolio
$________or________%	Growth Portfolio
$________or________%	International Growth Portfolio
$________or________%	Worldwide Growth Portfolio
	M Funds
$________or________%	Brandes International Equity Fund
$________or________%	Clifton Enhanced U.S. Euity Fund
$________or________%	Frontier Captial Appreciation Fund
$________or________%	Turner Core Growth Fund
	Neuberger Berman
$________or________%	AMT Growth Portfolio
$________or________%	AMT Limited Maturity Bond Portfolio
$________or________%	AMT Partners Portfolio
	Pilgrim Variable Products Trust
$________or________%	Growth Opportunities Portfolio
$________or________%	Magna Opportunities Portfolio
$________or________%	MidCap Opportunities Portfolio
$________or________%	SmallCap Opportunities Portfolio
	Putnam Variable Trust
$________or________%	Growth & Income Fund Class IB Shares
$________or________%	New Opportunities Fund Class IB Shares
$________or________%	SmallCap Value Fund Class IB Shares
$________or________%	Voyager Fund Class IB Shares
	Van Eck
$________or________%	Worldwide Bond Fund
$________or________%	Worldwide Emerging Markets Fund
$________or________%	Worldwide Hard Assets Fund
$________or________%	Worldwide Real Estate Fund

Frequency and Date of Dollar Cost Averaging: (If no options are marked, frequency will be monthly and/or date will be policy processing date.)

Frequency:

[ ]  Monthly       [ ]  Quarterly     [ ]   Semi-annually       [ ]   Annually

Date:

[ ]  Policy Processing Date - Date on which processing will occur based on frequency selected beginning ____________________________ (Month/Date)
[ ]  Specific Date each Period beginning ____________________________(Specify Date)

Terminate:

[ ]  Terminate Dollar Cost Averaging on (date) ____________________________
[ ]  Terminate Dollar Cost Averaging when investment option from which money is being transferred reaches $ ______________

Section E – Premium Allocation Change Request

AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series Service Shares
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
M Funds
_____%	Brandes International Equity Fund
_____%	Clifton Enhanced U.S. Equity Fund
_____%	Frontier Capital Appreciation Fund
_____%	Turner Core Growth Fund
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	Magna Opportunities Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

___________% Guaranteed Interest Division

Section F – Signatures

I/We acknowledge that we have read and understand:
1. the terms and conditions listed in the instructions to this form, the Prospectus and the Policy for each of the options or changes requested.
2. I/we can cancel or change any elections requested in Sections C and D above by sending written notice to the Customer Service Center at least 7 days before the next transfer date.
3. that dollar cost averaging and automatic rebalancing will begin on the date specified only if ING Security Life has received this signed form at least 7 days before the date specified.

Signature of Owner(s):

______________________________________________________________________________   Date________________________________________

______________________________________________________________________________   Date________________________________________

______________________________________________________________________________   Date________________________________________

Daytime Phone Number: __________________________________

EX-1.A10AVII

EXHIBIT 1.A(10)(a)(vii)

[LOGO OF SECURITY LIFE]

Security Life of Denver Insurance Company
Variable Life Customer Service Center
P.O. Box 173888 · Denver, CO 80217-3888
1-800-848-6362 · ing-securitylife.com

[ ] FirstLine
[ ] FirstLine II
[ ] Strategic Advantage II

Supplement to Guaranteed Issue, Simplified Issue and Short Form Application
Investment Feature Selection Form

Section A – Initial Premium Allocation

Initial Premium Allocation. Please allocate your Initial Premium among the investment options of the Separate Account and/or to the Guaranteed Interest Division. Please use whole number percentages for each division/option elected. You must allocate at least 1% of your premium allocation to each division/option in which you elect to invest. The total must equal 100%.

_______% GUARANTEED INTEREST DIVISION

SEPARATE ACCOUNT INVESTMENT OPTIONS
AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series (Service Shares)
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	MagnaCap Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

Section B – Telephone Privilege Authorization

[ ]	Telephone Privilege Authorization: I/We authorize Security Life of Denver Insurance Company to accept telephone instructions from the Owners/ Registered Representative of the policy listed above:
	[ ]	Owners Only
	[ ]	Owner and Registered Representative
[ ]	Revocation of Telephone Privilege Authorization: I/We revoke all telephone privilege authorization in place on the policy listed above for the following persons:
	[ ]	Owners and Registered Representative
	[ ]	Registered Representative Only.

By signing this form, I/we agree to hold harmless and indemnify ING Security Life for any losses arising from such authorzation/revocation instructions. We futher authorize ING Security Life to record telephone conversation with any person utilizing telephone privileges on the policy listed in Section 2. I/We understand that ING Security Life reserves the right to discontinued the telephone privilege at any time.

Note: Signature required on back page.

Section C – Automatic Rebalancing Option

[ ] Initiate Automatic Rebalancing (complete below)
[ ] Change Automatic Rebalancing (complete below)

Automatic Rebalancing Allocation
AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio
_____%	Money Market Portfolio
_____%	Overseas Portfolio (Service Class)
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series Service Shares
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	MagnaCap Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

___________ % Guaranteed Interest Division

Frequency and Date of Automatic Rebalancing: (If no options are marked, frequency will be quarterly and/or date will be last valuation date of calendar period.)

Frequency:

[ ] Monthly       [ ]  Quarterly     [ ]   Semi-annually       [ ]   Annually

Date:

[ ]  Policy Processing Date - Date on which processing will occur based on frequency selected beginning _______________________ (Month/Date)
[ ] Last Valuation Date of Calendar Period
[ ] Specific Date each Period beginning________________________
                                                                            (Specify Date)

Section D – Dollar Cost Averaging Option

[ ] Initiate Dollar Cost Averaging (complete below) [ ] Change Dollar Cost Averaging (complete below)

Please transfer $ _________ or _________ % from:

(check one only) [ ]   The GCG Trust Liquid Asset Portfolio     [ ]   Neuberger Bermen Limited Maturity Bond Investment Option

into: the Separate Account Investment Options(s) selected below.

Dollar Cost Averaging Option
AIM
$________or________%	Capital Appreciation Fund
$________or________%	V.I. Government Securities Fund
Alger American
$________or________%	Growth Portfolio
$________or________%	Leveraged AllCap Portfolio
$________or________%	MidCap Growth Portfolio
$________or________%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
$________or________%	Growth Portfolio (Service Class)
$________or________%	Money Market Portfolio
$________or________%	Overseas Portfolio (Service Class)
Fidelity Variable Insurance Products Fund II (VIPII)
$________or________%	Asset Manager Portfolio
$________or________%	Index 500 Portfolio
The GCG Trust
$________or________%	Fully Managed Portfolio
$________or________%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
$________or________%	VIF-Equity Income Funds
$________or________%	VIF-High Yield Fund
$________or________%	VIF-Small Company Growth Fund
$________or________%	VIF-Total Return Fund
$________or________%	VIF-Utilities Fund
Janus Aspen Series (Service Shares)
$________or________%	Aggressive Growth Portfolio
$________or________%	Growth Portfolio
$________or________%	International Growth Portfolio
$________or________%	Worldwide Growth Portfolio
Neuberger Berman
$________or________%	AMT Growth Portfolio
$________or________%	AMT Limited Maturity Bond Portfolio
$________or________%	AMT Partners Portfolio
Pilgrim Variable Products Trust
$________or________%	Growth Opportunities Portfolio
$________or________%	MagnaCap Portfolio
$________or________%	MidCap Opportunities Portfolio
$________or________%	SmallCap Opportunities Portfolio
Putnam Variable Trust
$________or________%	Growth & Income Fund Class IB Shares
$________or________%	New Opportunities Fund Class IB Shares
$________or________%	SmallCap Value Fund Class IB Shares
$________or________%	Voyager Fund Class IB Shares
Van Eck
$________or________%	Worldwide Bond Fund
$________or________%	Worldwide Emerging Markets Fund
$________or________%	Worldwide Hard Assets Fund
$________or________%	Worldwide Real Estate Fund

Frequency and Date of Dollar Cost Averaging: (If no options are marked, frequency will be monthly and/or date will be policy processing date.)

Frequency:

[ ] Monthly       [ ]  Quarterly     [ ]   Semi-annually       [ ]   Annually

Date:

[ ]  Policy Processing Date - Date on which processing will occur based on frequency selected beginning ____________________________ (Month/Date)
[ ]  Specific Date each Period beginning ____________________________(Specify Date)

Terminate:

[ ] Terminate Dollar Cost Averaging on (date) ____________________________
[ ]  Terminate Dollar Cost Averaging when investment option from which money is being transferred reaches
$ ______________

Section E – Premium Allocation Change Request

AIM
_____%	V.I. Capital Appreciation Fund
_____%	V.I. Government Securities Fund
Alger American
_____%	Growth Portfolio
_____%	Leveraged AllCap Portfolio
_____%	MidCap Growth Portfolio
_____%	Small Capitalization Portfolio
Fidelity Variable Insurance Products Fund (VIP)
_____%	Growth Portfolio (Service Class)
_____%	Money Market Portfolio
_____%	Overseas Portfolio (Service Class)
Fidelity Variable Insurance Products Fund II (VIPII)
_____%	Asset Manager Portfolio
_____%	Index 500 Portfolio
The GCG Trust
_____%	Fully Managed Portfolio
_____%	MidCap Growth Portfolio
INVESCO Variable Investment Fund (VIF)
_____%	VIF-Equity Income Fund
_____%	VIF-High Yield Fund
_____%	VIF-Small Company Growth Fund
_____%	VIF-Total Return Fund
_____%	VIF-Utilities Fund
Janus Aspen Series (Service Shares)
_____%	Aggressive Growth Portfolio
_____%	Growth Portfolio
_____%	International Growth Portfolio
_____%	Worldwide Growth Portfolio
Neuberger Berman
_____%	AMT Growth Portfolio
_____%	AMT Limited Maturity Bond Portfolio
_____%	AMT Partners Portfolio
Pilgrim Variable Products Trust
_____%	Growth Opportunities Portfolio
_____%	MagnaCap Portfolio
_____%	MidCap Opportunities Portfolio
_____%	SmallCap Opportunities Portfolio
Putnam Variable Trust
_____%	Growth & Income Fund Class IB Shares
_____%	New Opportunities Fund Class IB Shares
_____%	SmallCap Value Fund Class IB Shares
_____%	Voyager Fund Class IB Shares
Van Eck
_____%	Worldwide Bond Fund
_____%	Worldwide Emerging Markets Fund
_____%	Worldwide Hard Assets Fund
_____%	Worldwide Real Estate Fund

___________% Guaranteed Interest Division

Section F – Signatures

I/We acknowledge that we have read and understand:
1. the terms and conditions listed in the instructions to this form, the Prospectus and the Policy for each of the options or changes requested.
2. I/we can cancel or change any elections requested in Sections C and D above by sending written notice to the Customer Service Center at least 7 days before the next transfer date.
3. that dollar cost averaging and automatic rebalancing will begin on the date specified only if ING Security Life has received this signed form at least 7 days before the date specified.

Signature of Owner(s):

______________________________________________________________________________   Date________________________________________

______________________________________________________________________________   Date________________________________________

______________________________________________________________________________   Date________________________________________

Daytime Phone Number: __________________________________

EX-1.A11

EXHIBIT 1.A(11)

FirstLine/FirstLine II
Description of Issuance, Transfer, and Redemption Procedures
for Policies Pursuant to Rule 6e-3(T)(b)(12)(iii)

This document sets forth the administrative procedures that will be followed by Security Life of Denver ("Security Life") in connection with the issuance of its FirstLine and FirstLine II flexible premium variable universal life insurance policies (the "policies") issued through Security Life Separate Account L1 (the "Separate Account"), the transfer of assets held under the policies, and the redemption of interests in policies.

I. PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE POLICIES
	A. Offering of the Policy
		The policy is offered primarily to individuals or groups of individuals ("owners") who satisfy certain suitability standards. The policy may be purchased to insure the life of a person (an "insured") in whom the owner has an insurable interest. Security Life requires satisfactory evidence of insurability, which may include a medical examination of the insured. The issue ages are 0 through 85. Age is determined by the insured's age as of his/her birthday nearest the policy date. Generally, a minimum stated death benefit of at least $50,000 is required. However, depending on underwriting circumstances, the minimum stated death benefit may be reduced for some policies sold to a group of owners as long as the average death benefit for the group at policy issuance is at least $50,000. Acceptance of an application depends on Security Life's underwriting rules. Security Life reserves the right to reject an application for any reason. If a policy has more than one owner (joint owners), then transactions under the policy except for telephone transfers of account value require the authorization of all owners.
	B. Cost of Insurance Charges Structure, Payments and Underwriting Standards
		Security Life places the insured in a premium class when the policy is issued, based on underwriting. This original premium class applies to the initial stated death benefit. The cost of insurance charge for a policy is based on the age at issue, sex, premium class of the insured, and on the policy year. Therefore the charge varies from time to time. Security Life places insureds in the following premium classes, based on underwriting: Standard smoker (ages 0-85); and Standard Non-smoker (ages 20-85). Security Life's definition of "Smoker" includes the use of cigarettes, cigars, pipes, chewing tobacco, nicotine chewing gun or patch, snuff or any other tobacco or nicotine-based product or, insureds may be placed in a substandard rate class, with a higher mortality risk than the standard smoker or standard non-smoker classes. Security Life guarantees that the cost of insurance rates used to calculate the monthly cost of insurance charge will not exceed the maximum cost of insurance set forth in the policies. The guaranteed cost of insurance rate for standard classes are based on the 1980 Commissioners' Standard ordinary mortality Tables, Male or Female, Smoker or Nonsmoker Mortality Premiums (1980 CSO Tables). The guaranteed cost of insurance rates for substandard classes are based on multiples of or additives to the 1980 CSO Tables. At any time, Security Life's current cost of insurance may be less than the guaranteed cost of insurance that is set forth in the policy. Current cost of insurance rates are determined based on expectations as to future mortality, investment earnings, expenses, taxes, and persistency experience. These rates may change from time to time. Cost of insurance rates (whether guaranteed or current) for an insured in a standard non-smoker class are equal to or lower than guaranteed cost of insurance for an insured of the same age and sex in a standard smoker class. Cost of insurance rates (whether guaranteed or current) for an insured in a standard non-smoker or smoker class are generally lower than guaranteed cost of insurance for an insured of the same age and sex and smoker status in a substandard class. The cost of insurance will not be the same for all policies. Insurance is based on the principle of pooling and distribution of mortality risks which assumes that each owner is charged a cost of insurance commensurate with the insured's mortality risk as actuarially determined, reflecting factors such as age, sex, health, and underwriting method. A uniform cost of insurance charge for all insureds would discriminate unfairly in favor of those insureds representing higher risks. However, there will be a uniform cost of insurance charge for all insureds of the same issue age, sex, policy duration and underwriting classification. If the insured's age or sex has been misstated in the application for the policy or in any application for supplemental or rider benefits, and if the misstatement becomes known during the lifetime of the insured, then policy values will be adjusted to reflect the correct monthly deductions (based on the correct age or sex) since the policy date. If the policy's values are insufficient to cover the monthly deduction on the prior monthly date, the grace period will be deemed to have begun, and notification will be sent to the owner at least 61 days prior to the end of the grace period. See "Policy Termination and Grace Period," below.
	C. Death Benefit
		The policy provides coverage on a named insured and a Death Benefit payable upon the death of the insured. The policy will remain in force as long as the policy's cash surrender value is sufficient to cover the charges due. On or after the policy's first monthly processing date, the owner may request a reduction in the stated death benefit, by written notice to Security Life, subject to the following rules. If a change in the stated death benefit would result in total premiums paid exceeding the premium limitations prescribed under current tax law to qualify the policy as a life insurance contract, Security Life will refund promptly to the owner the excess above the premium limitations. The minimum amount of a decrease in stated death benefit is $1,000, and a decrease will become effective on the monthly processing date next following the date that notice requesting the decrease is received and approved by Security Life. Security Life reserves the right to decline a requested decrease in the stated death benefit if compliance with the guideline premium limitations under current tax law resulting from this decrease would result in immediate termination of the policy, or if to effect the requested decrease, payments to the owner would have to be made from the accumulated value for compliance with the guideline premium limitations, and the amount of such payments would exceed the cash surrender value under the policy. At any time on or after the first monthly processing date, the owner may request an increase in the stated death benefit. An increase in the stated death benefit must be at least $1,000 (unless the increase is effected pursuant to a rider providing for automatic increases in stated death benefit), and an application must be submitted. An increase that is not guaranteed by rider will require satisfactory evidence of insurability and must meet Security Life's underwriting rules. The increase in stated death benefit will become effective on the next monthly processing date after the request is approved. The account value will be adjusted to reflect a monthly deduction (as of the effective date) based on the increased stated death benefit. Security Life will determine a cost of insurance rate for each increase in coverage based on the age of the insured at the time of the increase. The following rules apply to determine the risk amount for each rate. When an increase in stated death benefit is requested, Security Life conducts underwriting before approving the increase to determine whether a different premium class will apply to the increase. If the premium class for the increase has lower cost of insurance rates than the original premium class, then the premium class for the increase will also be applied to the initial stated death benefit. If the premium class for the increase has higher cost of insurance rates than the original premium class, the premium class for the increase will apply only to the increase in stated death benefit, and the original premium class will continue to apply to the initial stated death benefit. To determine the risk amount associated with a stated death benefit, Security Life will attribute the total net amount at risk for the total stated death benefit. If there is a decrease in stated death benefit after an increase, the decrease is applied first to decrease prior increases in stated death benefit starting with the most recent increase. The policy will be offered and sold pursuant to an established mortality structure and underwriting standards in accordance with state insurance laws. Where state insurance laws prohibit the use of actuarial tables that distinguish between men and women in determining premiums and policy benefits for their insured resident, Security Life will comply.
	D. Application and Payment Processing
		To purchase a policy, an application must be completed and submitted through an authorized Security Life agent. Temporary life insurance coverage may be provided prior to the policy date under the terms of a temporary insurance agreement. In accordance with Security Life's underwriting rules, temporary life insurance coverage may not exceed $3,000,000 and will not remain in effect for more than ninety (90) days. The permanent insurance coverage becomes effective on the policy date, which may be specified on the application. The policy date is used to determine the monthly processing date, coverage effective date and policy anniversaries. The policy date is: 1) the date specified on the application, 2) the back-date of the policy to save age; or if neither 1) or 2) apply, it is the date all underwriting and administrative requirements are met if the initial premium has been received. Otherwise, it is the date the initial premium is received by Security Life. The investment date is the date that Security Life first applies premium to the policy. It is the first valuation date following Security Life's: 1) receipt of the initial premium, 2) approval of the policy for issue, and 3) receipt of all issue requirements. As provided under state insurance law, the owner may be permitted to backdate the policy to preserve insurance age. In no case may the policy date be more than six months prior to the application date. The monthly deductions for the backdated period are deducted on the policy date. The initial premium payment must be at least equal to the sum of the scheduled premiums from the policy date through the investment date. Planned periodic premiums and unscheduled premiums that are not underwritten will be credited to the policy and the net premium invested on the valuation date they are received by Security Life. If a premium payment is rejected, Security Life will return it promptly, without adjustment. The policy date is the date from which policy months, years, and anniversaries are measured. A policy month is a one-month period beginning with a monthly processing date and ending with the day immediately preceding the next following monthly processing date (i.e. 8/15 - 9/14). The monthly processing date is the same as the policy date for each succeeding month. The monthly deductions are made each monthly processing date. A policy year is twelve months commencing with the policy date and ending with the day immediately preceding the next annual date (i.e. 8/15/1999 - 8/14/2000). The issue date, if the same as the policy date, is the date from which the suicide and contestable periods start. It is shown in the policy.
	E. Allocation of Net Premiums
		On the investment date, the account value equals the initial premium payment minus premium expense charges, minus monthly deductions made as the policy date (up to six months for backdated policies). On each investment date thereafter, the account value is the sum of the amounts in the variable investment options, the guaranteed interest division, and the loan division. The account value will vary with the performance of the selected investment options, interest credited on amounts in the guaranteed interest division, interest credited on amounts in the loan division, charges, transfers, partial withdrawals, loans and loan repayments. The net account value is cash value minus outstanding policy debt. When applying for a policy, the owner selects a plan for paying premium payments at specified intervals, e.g., quarterly, semi-annually or annually, until the maturity date. If the owner elects, Security Life will arrange for payment of planned period premiums on a monthly basis under a pre-authorized, electronic funds transfer (bank draft) arrangement. The owner is not required to pay premium in accordance with the plan; but can pay more or less than planned or skip a planned premium entirely. Currently, there is no minimum amount for each premium payment. Security Life may establish a minimum amount effective 90 days after sending a written notice to the owner. Subject to certain limits (described below), the owner can change the amount and frequency of planned periodic premiums at any time by sending a notice to Security Life. However, Security Life reserves the right to limit the amount of a premium payment or the total premium paid. In the application, the owner specifies the percentage of net premium to be allocated to each investment option including the guaranteed interest division (G.I.D.). Net premiums generally will be invested on the valuation date that Security Life receives them and in accordance with the owner's most recent allocation instructions. The net premium allocation percentages specified in the application will apply to subsequent premium payments until the owner instructs otherwise. The minimum percentage that may be specified for an investment option is 1%, and all percentages must be whole numbers. The sum of allocations must equal 100%. Security Life limits the number of investment options (18) to which account value may be allocated over the life of the policy. An owner can change the allocation percentages at any time by sending a notice to Security Life or, if telephone privileges are in effect, the request can be received by phone. The change applies to all premium payments received with or after receipt of the owner's notice.
	F. Free Look
		Some states mandate that if an owner exercises his/her free look right he/she is entitled to a full premium refund. Other states mandate that if the owner exercises his/her free look option he/she is entitled to receive the value of the fund allocations plus a refund of the policy charges previously deducted. Amounts designated for the guaranteed interest division will be invested into that division on the investment date. If the owner's state requires return of premium during the free look period, amounts designated for the variable division are initially invested into the money market investment option. Later, these amounts are transferred to the selected variable investment options, at the earlier of: five days after we mailed the policy and the state free look period has ended; or we have received the policy delivery receipt and the state free look period has ended. If the owner's state provides for return of account value during the free look period or no free look period, amounts designated for the variable division are invested directly into the selected variable investment options.
	G. Internal Exchanges
		Security Life offers an exchange opportunity for designated fixed-premium, inforce general account policies. Policyowners have the option to exchange these policies to a variable universal life product, subject to eligibility and suitability requirements being met. Evidence of insurability will not be required if there is not a request for a death benefit increase. The exchange requires that the target premium for the VUL equal the commissionable premium on the policy being replaced. The gross account value less rider charges can be applied as the internal 1035 exchange amount for the new policy. Guidelines under "Application and Payment Processing" and "Allocation of Net Premiums" will be followed once the exchange application is received.
	H. Additional Payment
		Additional unscheduled premium payments can be made at any time while the policy is in force. Premium payments after the initial premium payment must be made to the home office. Security Life has the right to limit the number and amount of such premium payments. Total premium payments paid in a policy year may not exceed guideline premium payment limitations for life insurance set forth in the Internal Revenue Code. Security Life will promptly refund the portion of any premium payment that is determined to be in excess of the premium payment limit established by law to qualify a policy as a contract for life insurance. Security Life reserves the right to reject a requested increase in planned periodic premiums, or unscheduled premium. Security Life also reserves the right to require satisfactory evidence of insurability prior to accepting a premium which increases the risk amount of the policy. No premium payment will be accepted after the maturity date. The payment of premiums may cause a policy to be a Modified Endowment Contract (M.E.C.) under the Internal Revenue Code. If acceptance of a premium paid would, in Security Life's view, cause the policy to become a M.E.C., then to the extent feasible Security Life will not accept that portion of the premium that would cause the policy to become a M.E.C. unless the owner confirms in writing that it is his/her intent to convert the policy to a M.E.C. Security Life may return the excess portion of the payment pending receipt of instructions from the owner. The owner may specify that a particular unscheduled payment is to be a repayment of policy debt.
	I. Policy Termination and Grace Period
		The policy terminates at the earliest of: 1) the end of the grace period, 2) the surrender of the policy or, 3) the fulfillment of Security Life's obligations under the policy (i.e., payment of the death benefit proceeds). If the cash surrender value on a monthly processing date is less than the amount of the monthly deduction to be deducted, the policy will be in default. In addition, if on a monthly processing date the outstanding policy debt exceeds the account value, the policy will be in default. The owner, and any assignee of record, will be sent notice of the default. If a policy goes into default, the owner will be allowed a 61-day grace period to pay a premium payment sufficient to cover the monthly deductions due during the grace period and for two additional months, or a sufficient amount to avoid termination caused by a high outstanding loan balance. Security Life will send notice of the amount required ("grace period premium payment") to the owner's last known address and the address of the assignee of record. The grace period will begin when the notice is sent. The policy will remain in effect during the grace period. If the insured should die during the grace period, the death benefit proceeds will be payable to the beneficiary, but the amount paid will be reduced for the monthly deductions which were due as of the date of death and for outstanding policy debt. If the grace period premium payment is not paid by the end of the grace period, the policy will lapse. It will have no value and no benefits will be payable.
	J. Reinstatement of a Policy Terminated for Insufficient Values
		The policy may be reinstated within five years after lapse and before the maturity date, subject to compliance with certain conditions, including a necessary premium payment and submission of satisfactory evidence of insurability.
	K. Repayment of a Loan
		An owner may repay all or part of his/her policy debt at any time while the insured person is living and the policy is in force. Loan repayments must be sent to the home office and will be credited as of the date received. The owner may instruct Security Life that a specific unscheduled payment is to be applied as a loan repayment. When a loan repayment is made, account value in the loan division in an amount equal to the repayment, is transferred from the loan division to the investment options according to the owner's current net premium allocation instructions.
	L. Policy Riders
		Rider benefits may be available to be added to the policy. Monthly charges for the rider will be deducted from the account value as part of the monthly deductions. The following riders may be available: Accelerated Death Benefit Rider, Adjustable Term Insurance Rider, Additional Insured Rider, Waiver of Cost of Insurance Rider, or Waiver of Specified Premium Rider. Additional rules and limits apply to the rider benefits and are set forth in the rider.
II. TRANSFERS AMONG INVESTMENT OPTIONS
	Several investment options of the Separate Account are available for allocation of net premiums paid, subject to certain limitations set forth in the policy. Each invests in shares or units of an underlying portfolio. Currently available investment options invest in portfolios of AIM Variable Insurance Funds, Inc., The Alger American Fund, Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund II, INVESCO Variable Investment Funds, Inc., Janus Aspen Series, Neuberger Berman Advisors Management Trust, Pilgrim Variable Products Trust, Putnam Variable Trust, and Van Eck Worldwide Insurance Trust. All Funds are registered under the Investment Company Act of 1940 as open-end management investment companies. Additional funds may be made available in the future. After the free-look period and prior to the maturity date, the owner may transfer all or part of the account value from the investment options to other investment options or to the guaranteed interest division. An amount may be transferred from the guaranteed interest division to the variable investment options, subject to some restrictions. The minimum transfer amount is the lesser of $100 or the entire amount in that investment option. A transfer request that would reduce the amount in an investment option below $100 will be treated as a transfer request for the entire amount. Transfers from the guaranteed interest division are permitted only within the first 30 days of a policy year. Transfer requests received within 30 days prior to a policy anniversary will be processed on the policy anniversary. Such transfers are limited in amount to the greatest of: 25% of the balance in the guaranteed interest division on the policy anniversary; the total withdrawn in the prior policy year; or $100.00. With the exception of the Right to Exchange (described below), Security Life reserves the right to limit the number or frequency of transfers permitted in the future. Security Life will make the transfer as of the end of the valuation period during which such transfer is received by Security Life. Transfer requests will be accepted by telephone, provided the appropriate authorization has been provided to Security Life. Security Life reserves the right to suspend telephone transfer privileges at any time, for any reason, if Security Life deems such suspension to be in the best interests of owners. Transfers may be effected pursuant to the dollar cost averaging or automatic rebalancing feature if elected by the owner as described in the current prospectus (without charge). During the first twenty-four policy months following the policy date, and within sixty days of the later of notification of a change in the investment policy of the separate account or the effective date of such change, the owner may exercise a one-time Right to Exchange the policy by requesting that all of the variable account value be transferred to the guaranteed interest division. Exercise of the Right to Exchange is not subject to any charge for making the change. Following the exercise of the Right to Exchange, premium may not be allocated to the variable account, and transfers of account value to the variable account will not be permitted. The other terms and conditions of the policy will continue to apply.
III. REDEMPTION PROCEDURES, SURRENDER AND RELATED TRANSACTIONS
	A. Surrender for Cash Surrender Value
		An owner may surrender the policy at any time for its net cash surrender value by submitting notice to the home office. Security Life may require return of the policy. A surrender request will be processed as of the valuation date the surrender notice and all required documents are received. Payment generally will be made within seven calendar days. An owner's policy will terminate and cease to be in force if it is surrendered. It cannot be reinstated later.
	B. Death Claims
		The death benefit proceeds are equal to the sum of the base death benefit for each coverage segment under the death benefit option selected, calculated on the date of the insured's death, plus rider benefits, minus outstanding policy debt, minus unpaid monthly deductions incurred prior to the date of death. If the insured's age or sex has been misstated in the application for the policy or in an application for supplemental or rider benefits, and if the misstatement becomes known after the death of the insured person, then the death benefit under the policy or such supplemental or rider benefits will be that which the cost of insurance charge which was deducted from the account value on the last monthly processing date prior to the death of the insured would have purchased for the correct sex and age. Security Life will pay interest at the rate declared by us or at a higher rate required by law. Security Life will usually pay the death benefit proceeds to the beneficiary within seven days after receipt at its home office of due proof of death of the insured and all other requirements necessary to make payment. If the payment of the death benefit of a policy is contested, payment of proceeds may be delayed. The death benefit payable depends on the death benefit option in effect on the date of death. Subject to certain conditions, owners may change the death benefit option. Under Option 1, the base death benefit is the greater of the specified amount, which includes the account value or the applicable percentage of account value on the date of the insured's death. Under Option 2, the base death benefit is the greater of the specified amount plus the account value on the date of death, or the applicable percentage of the account value on the date of the insured's death. Under Option 3, (not available on FirstLine II), the base death benefit is the greater of the stated death benefit plus the sum of all premiums received minus partial withdrawals, or the account value multiplied by the applicable percentage of the account value on the date of the insured's death. The "applicable percentage" is the appropriate factor from the Definition of Life Insurance factors shown in the policy's appendix A. A table showing the applicable percentages for attained ages 0 to 95 is set forth in the policy. On or after one year from the policy date, the owner may change the death benefit option on the policy, by notice to Security Life, subject to the following rules. A change in the Death Benefit Option may be requested at least one day prior to a policy anniversary. After the change, the specified death benefit amount must still comply with the minimum to issue a policy. The effective date of the change will be the next monthly processing date following the day that Security life approves the request. Security Life may require satisfactory evidence of insurability for some changes. An owner may change from death benefit option 1 to option 2, from option 2 to option 1 or from option 3 to option 1. No change from death benefit option 1 or 2 to option 3, or option 3 to option 2 is permitted. When a change from Option 1 to Option 2 is made, the specified death benefit amount after the change is effected will be the specified death benefit amount before the change minus the account value on the effective date of the change. When a change from Option 2 to Option 1 is made, the specified death benefit amount after the change will be the specified death benefit amount before the change plus the account value on the effective date of the change. When a change from Option 3 to Option 1 is made, the specified amount will be the stated death benefit before the change plus the sum of premiums received minus partial withdrawals taken as of the effective date of the change.
	C. Policy Loan
		After the first monthly processing date and while the insured is living, provided the policy is not in the grace period, the owner may borrow against the policy by submitting a request to the home office. The minimum amount of a loan is $100. The maximum loan amount is the cash surrender value less monthly deductions to the next policy anniversary or 13 monthly deductions if the loan request is received within 30 days prior to a policy anniversary. Maximum loan amounts may be different if required by state law. An outstanding loan reduces the amount available for a new loan. A loan is processed as of the date the loan request is approved. Loan proceeds generally will be sent to the owner within seven calendar days. When a policy loan is made, an amount sufficient to secure the loan is transferred out of the investment options and into the policy's loan division. Thus, a loan will have no immediate effect on the account value, but other policy values, such as the cash surrender value and the death benefit proceeds, will be reduced immediately by the amount borrowed. This transfer is made from the account value in each investment option in proportion to the account value in each on the date of the loan, unless the owner specifies that transfers be made from a specific investment option. An amount equal to due and unpaid loan interest which exceeds interest credited to the loan division will be transferred to the loan division on each policy anniversary. Such interest will be transferred from each investment option in the same proportion that account value in each bears to the total unloaned account value. The loan account will be credited with interest at an effective annual rate of not less than the annual loan interest rate of 3%. Loan interest accrues daily at an annual interest rate. Interest is due in arrears on each policy anniversary. Outstanding loan amounts (including unpaid interest added to the loan) plus accrued interest not yet due equals the total policy debt.

	FirstLine		FirstLine II
	Years 1-10	Years 11 +	Years 1 -10	Years 11 +
Interest Charged	3.75%	3.75%	4.75%	4.75%
Interest Crediting Rate	3%	3% + persist. refund = 3.5%	4%	4% + persist. refund = 4.5%

D. Partial Withdrawals
	An owner may take partial cash surrenders (known as partial withdrawals) under the policy after the first policy anniversary. Policies which are "in corridor" may take withdrawals earlier. An owner must submit a request to the home office. Each partial withdrawal must be at least $100. The maximum partial withdrawal is the amount which will leave $500 as the net cash surrender value. When a partial withdrawal is taken, the amount of the withdrawal plus a service fee is deducted from the account value. This service fee is 2% of the amount of the withdrawal, up to a maximum fee of $25. As of the date Security Life processes the partial withdrawal, the cash value will be reduced by the partial withdrawal amount. Twelve partial withdrawals are permitted in a policy year. Unless the owner requests that a partial cash surrender be deducted from specified investment options, it will be deducted from the investment options on a pro-rata basis in proportion to the account value in each. If death benefit Option 1 is in effect, Security life may reduce the specified death benefit amount. Security Life may reject a partial withdrawal request if it would reduce the specified death benefit amount below the minimum amount required to issue the policy, or if the partial withdrawal would cause the policy to fail to qualify as a life insurance contract under applicable tax laws, as interpreted by Security Life. Partial withdrawals will be processed as of the valuation date the request is received by Security Life, and generally will be paid within seven calendar days.
E. Monthly Charges
	On each monthly processing date, Security Life will deduct from the account value the monthly deductions due, commencing as of the policy date. An owner's policy date is the date used to determine the applicable monthly processing date. The monthly deduction consists of (1) cost of insurance charges, (2) the monthly administrative charge, (3) mortality and expense charge, and (4) charges for rider benefits. The monthly deduction is deducted from the investment options, including the guaranteed interest division pro rata based on the account value in each investment option, unless the owner has selected a designated deduction investment option for the policy.
F. Continuation of Coverage
	The maturity date is generally the insured's 100th birthday, and is shown in the policy. At the policy's maturity date, the owner may surrender the policy for its net cash surrender value. Or, he/she may allow insurance coverage to continue under the continuation of coverage feature. If the policy is in effect and not surrendered, the target death benefit, which includes term rider coverage, becomes the specified death benefit amount in most states. In some states, the death benefit is limited to the account value. All riders are terminated. Policies with death benefit options 2 or 3 become policies with death benefit option 1. The account value is transferred into the Guaranteed Interest Division. No further premium payments can be made, however, loan and interest payments are accepted. All variable investment features terminate. Loans and partial withdrawals may be taken. The policy will continue until the death of the insured person, so long as it does not lapse.
G. Change of Insured
	The owner of the policy may choose, at any time after issue, to change the insured person under the policy. There is no fee for this change. However, the new insured must be insurable under Security Life's normal rules of underwriting. The account value will be moved to a new policy number and the new insured. Charges and fees under the new policy may change based on the new insured. At the time of the change, target premium and surrender charges are calculated under both policies. If the surrender charge on the new policy is higher, no surrender charge is deducted at the time of the change. If the surrender charge on the new policy is lower, a surrender charge in the amount of the difference (between old and new policy) is deducted. The resulting account value, less tax charges as described in the prospectus, is transferred into the new policy. No initial sales charge is deducted on the change; but the new policy is subject to all applicable charges running from its policy date and for all new premium payments received. If there is a policy loan outstanding, it is transferred to the new policy.
H. Settlement Options
	During the insured's lifetime, the owner may elect that the beneficiary receive the death proceeds other than in one sum. If this election has not been made, the beneficiary may do so within 60 days after the insured person's death. The owner may also elect to take the net cash surrender value under one of these options.
	Option I:	Payouts for a Designated Period: Payouts will be made in 1, 2, 4 or 12 installments per year as elected for a designated period, which may be 5 to 30 years. The installment dollar amounts will be equal except for any excess interest. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table I in the policy.
	Option II:	Life Income with Payouts Guaranteed for a Designated Period: payouts will be made in 1, 2, 4 or 12 installments per year throughout the payee's lifetime, or if longer, for a period of 5, 10, 15, or 20 years as elected. The installment dollar amounts will be equal except for any excess interest. The amount of the first monthly payout for each $1,000 of account value applied is shown in Settlement Option Table II in the policy. This option is not available for ages not shown in this Table.
	Option III:	Hold at Interest: Amounts may be left on deposit with us to be paid upon the death of the payee or at any earlier date elected. Interest on any unpaid balance will be at the rate declared by us or at any higher rate required by law. Interest may be accumulated or paid in 1, 2, 4 or 12 installments per year, as elected. Money may not be left on deposit for more than 30 years.
	Option IV:	Payouts of a Designated Amount: Payouts will be made until proceeds, together with interest, which will be at the rate declared by us or at any higher rate required by law, are exhausted. Payouts will be made in 1, 2, 4 or 12 equal installments per year, as elected.
	Option V:	Other: The owner may ask us to apply the money under any other option that we make available at the time the benefit is paid.
	Payments under these options are not affected by the investment experience of any division of our variable account. Instead, interest accrues pursuant to the options chosen. Payment options will also be subject to our rules at the time of selection. These alternate payment options are available only if the proceeds applied are $2,000 or more and a periodic payment will be at least $20. The beneficiary or any other person who is entitled to receive payment may name a successor to receive any amount that we would otherwise pay to that person's estate if that person died. The person who is entitled to receive payment may change the successor at any time. We must approve an arrangement that involves a payee who is not a natural person (for example, a corporation), or a payee who is a fiduciary. Also, the details of all arrangements will be subject to our rules at the time the arrangements take effect. This includes rules on the minimum amount we will pay under an option, minimum amounts for installment payments, withdrawal or commutation rights (i.e., the rights to receive payments over time, for which we may offer a lump sum payment), the naming of people who are entitled to receive payment and their successors, and the ways of proving age and survival.

EX-2

Exhibit 2

[ING Americas letterhead]

April 17, 2001

Security Life of Denver Insurance Company
Security Life Center
1290 Broadway
Denver, Colorado 80203-5699

Dear Sirs:

This opinion is furnished in connection with the Form S-6 Registration Statement being filed by Security Life of Denver Insurance Company ("Security Life") under the Securities Act of 1933, as amended (the "Act"), for the offering of interests ("Interests") in Security Life Separate Account L1 ("Separate Account L1") under the Flexible Premium Variable Life Insurance Policies ("Policies") to be issued by Security Life. The securities being registered under the Act are to be offered in the manner described in the Registration Statement.

I have examined or supervised the examination of all such corporate records of Security Life and such other documents and such laws as I consider appropriate as a basis for the opinion hereinafter expressed. On the basis of such examination, it is my opinion that:

1. Security Life is a corporation duly organized and validly existing under the laws of the State of Colorado.
2. Separate Account L1 was duly created as a separate investment account of Security Life pursuant to the laws of the State of Colorado.
3. The assets of Separate Account L1 will be owned by Security Life. Under Colorado law and the provisions of the Policies, the income, gains and losses, whether or not realized, from assets allocated to Separate Account L1 must be credited to or charged against such Account, without regard to the other income, gains or losses of Security Life.
4. The Policies provide that the assets of Separate Account L1 may not be charged with liabilities arising out of any other business Security Life may conduct, except to the extent that assets of Separate Account L1 exceed its liabilities arising under the Policies.

April 19, 2001
Page 2

5. The Policies and the Interests in Separate Account L1 to be issued under the Policies have been duly authorized by Security Life; and the Policies, including the Interests therein, when issued and delivered, will constitute validly issued and binding obligations of Security Life in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Prospectus contained in the Registration Statement.

Very truly yours,

/s/ Gary W. Waggoner

Gary W. Waggoner

Vice President, Counsel and Assistant Secretary

EX-6.A

EXHIBIT 6.A

[Letterhead of Security Life]

April 19, 2001

Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-5699

Re: Security Life Separate Account L1
      Post-Effective Amendment No. 14; SEC File No. 33-74190

Gentlemen:

In my capacity as Executive Vice President and Chief Actuary of Security Life of Denver Insurance Company ("Security Life"), I have provided actuarial advice concerning:

The preparation of Post-Effective Amendment No. 14 to the Registration Statement on Form S-6 (File No. 33-74190) to be filed by Security Life and its Security Life Separate Account L1 (the "Separate Account") with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 with respect to the FirstLine/FirstLine II variable universal life insurance policies; and

The preparation of the policy forms for the FirstLine/FirstLine II variable universal life insurance policies described in Post-Effective Amendment No. 14 (the "Policies").

It is my professional opinion that

1. The aggregate fees and charges under the Policies are reasonable in relation to the services rendered the expenses expected to be incurred and the risks assumed by Security Life.
    
2. All other numerical examples shown in the Prospectus are consistent with the Policies and our other practices, and have not been designed to appear more favorable to prospective buyers than other examples which could have been provided.

I hereby consent to the filing of this opinion as an Exhibit to Post-Effective Amendment No. 14 to the Registration Statement and the use of my name under the heading "Experts" in the Prospectus.

Sincerely,

/s/ James L. Livingston, Jr.

James L. Livingston, Jr., F.S.A., M.A.A.A.
JLL:tls EX-7.A 23 fl_eycnsnt.htm E&Y CONSENT

EXHIBIT 7.A.

Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" and "Financial Statements" and to the use of our reports dated April 3, 2001 and March 23, 2001 (with respect to the financial statements of Security Life Separate Account L1 and the statutory-basis financial statements of Security Life of Denver Insurance Company, respectively), in Post-Effective Amendment No. 14 to the Registration Statement (Form S-6 No. 33-74190) and related Prospectus of Security Life of Denver Insurance Company and Security Life Separate Account L1 dated May 1, 2001.

     /s/ ERNST & YOUNG LLP

Denver, Colorado
April 18, 2001

EX-7.A

Consent of Ernst & Young LLP   April 18, 2001

EX-7.B

Exhibit 7.B

[SUTHERLAND ASBILL & BRENNAN LLP]

CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP

We consent to the reference to our firm in each of the prospectuses included in Post-Effective Amendment No. 14 to the Registration Statement on Form S-6 for Security Life Separate Account L1 (File No. 33-74190). In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

SUTHERLAND ASBILL & BRENNAN LLP

By: /s/ Kimberly J. Smith
     Kimberly J. Smith

Washington, D.C.
April 19, 2001

EX-10

EXHIBIT 10

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 19^th day of April, 2001.

/s/ Douglas W. Campbell

In the Presence of:

/s/ Sangkhone Baccam

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12^th day of April, 2001.

/s/ P. Randall Lowery

In the Presence of:

/s/ Dianne Glosson

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12^th day of April, 2001.

/s/ Wayne R. Huneke

In the Presence of:

/s/ Karen K. Shoup

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 16^th day of April, 2001.

/s/ James L. Livingston, Jr.

In the Presence of:

/s/ Victoria Shiveley

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12^th day of April, 2001.

/s/ Thomas J. McInerney

In the Presence of:

/s/ Darcy O'Connor

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12^th day of April, 2001.

/s/ Robert C. Salipante

In the Presence of:

/s/ Joan S. Cordray

EXHIBIT 10

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director of Security Life of Denver Insurance Company, a life insurance corporation organized and existing under the laws of Colorado, does hereby constitute and appoint James L. Livingston, Jr., Stephen M. Christopher, Gary W. Waggoner and Lawrence D. Taylor, and each of them, with full power of substitution as his true and lawful attorney and agent, to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable.

1. to enable the said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the said Securities Act of variable life insurance contracts and variable annuity contracts of the said corporation (hereinafter collectively call "SLD Securities"), including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer and/or director of the said corporation to a registration statement or to any amendment thereto filed with the Securities and Exchange Commission in respect to said SLD Securities and to any instrument or document filed as part of, as an exhibit to or in connection with, said registration statement or amendment; and
2. to register or qualify said SLD Securities for sale and to register or license said corporation or any subsidiary thereof as a broker or dealer in said SLD Securities under the securities or Blue Sky Laws of all such States as may be necessary or appropriate to permit therein the offering and sale of said SLD Securities as contemplated by said registration statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as an officer and/or director of said corporation to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereto or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky Laws for the purpose of so registering or licensing said corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12^th day of April, 2001.

/s/ Mark A. Tullis

In the Presence of:

/s/ Constance H. Moore