S-6

As filed with the Securities and Exchange Commission on November 15, 2001

Registration No. 333-_____

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

Initial Registration
_________________
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)

J. NEIL MCMURDIE, ESQ.

Security Life of Denver Insurance Company

1290 Broadway

Denver, Colorado 80203-5699

(303) 860-2127

(Name and Address of Agent for Service)

____________________________

Approximate date of proposed public offering: as soon as practicable after the effective date of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of securities being registered: Strategic Investor variable life insurance policies.

SECURITY LIFE SEPARATE ACCOUNT L1 (File No. 333-_____)

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 Investment Option; Charges and Deductions; Surrender; Partial Withdrawals; Guaranteed Interest Division; Transfer of Account Value; 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, Sponsored or Wrap Fee 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
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 Investment Option; 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 Investment Option; Right to Change Operations
53(a)	Tax Considerations
53(b), 54, 55	Inapplicable
56, 57, 58	Inapplicable
59	Financial Statements

STRATEGIC INVESTOR 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 designed primarily for use on a individual life basis but is also available on a multi-life basis when the insured people share a common employment or business relationship.
• 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 investment options, the guaranteed interest division and the loan division
• has no guaranteed minimum value under the variable investment options. 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.

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 stated death benefit;
  * Option 2 - a stated death benefit plus your account value;
  * Option 3 - a stated death benefit plus the sum of 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 Securities and Exchange Commission ("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 _______________ __, 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

"ING Security Life," "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 and endorsements are the controlling documents. If you would like to review a copy of the policy and any riders and endorsements, contact our customer service center or your agent/registered representative.

Strategic Investor   			2

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 Investment Options		6
	Policy Values		9
	Transfer of Account Value		9
	Special Policy Features		9
	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		19
DETAILED INFORMATION ABOUT THE POLICY			20
	Applying for a Policy		20
	Temporary Insurance		20
	Policy Issuance		21
	Premium Payments		21
	Premium Payments Affect Your Coverage		23
	Death Benefits		23
	Riders		28
	Special Features		30
	Refund of Sales Charges		31
	Policy Values		32
	Transfer of Account Value		33
	Dollar Cost Averaging		34
	Automatic Rebalancing		35
	Policy Loans		35
	Lapse		38
	Reinstatement		38
	Surrender		38
	General Policy Provisions		39
		Free Look Period	39
		Your Policy	39
		Guaranteed Issue	39
		Age	40
		Ownership	40
		Beneficiaries	40
		Collateral Assignment	40
		Incontestability	40
		Misstatements of Age or Gender	40
		Suicide	40
		Transaction Processing	41
		Notification and Claims Procedures	41
		Telephone Privileges	41
		Non-participation	42
		Distribution of the Policies	42
		Advertising Practices and Sales Literature	43
		Settlement Provisions	43
	Administrative Information About the Policy		43
CHARGES AND DEDUCTIONS			45
	Deductions from Premium		45
	Monthly Deductions from Account Value		46
	Policy Transaction Fees		48
	Group, Sponsored or Wrap Fee Arrangements, or Corporate Purchasers		48
TAX CONSIDERATIONS			49
	Tax Status of the Policy		49
	Diversification and Investor Control Requirements		49
	Tax Treatment of Policy Death Benefits		50
	Modified Endowment Contracts		50
	Multiple Policies		50
	Distributions Other than Death Benefits		50
	Investment in the Policy		51
	Policy Loans		51
	Accelerated Death Benefit Rider		52
	Continuation of Policy Beyond Age 100		52
	Section 1035 Exchanges		52
	Tax-exempt Policy Owners		52
	Possible Tax Law Changes		52
	Changes to Comply with the Law		52
	Other		52
ADDITIONAL INFORMATION			54
	Directors and Officers		54
	Regulation		55
	Legal Matters		55
	Legal Proceedings		55
	Experts		55
	Registration Statement		55
FINANCIAL STATEMENTS			56
APPENDIX A			59
APPENDIX A - Enhanced			60
APPENDIX B			61
APPENDIX B - Enhanced			62
APPENDIX C			63

Strategic Investor   			3

POLICY SUMMARY

This summary highlights some important points about your policy. The policy is more fully described in the other sections of this prospectus which should be read carefully before you purchase the policy.

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 it will continue under the continuation of coverage provisions. See Continuation of Coverage, page 30.

We designed the Strategic Investor policy primarily for use on an individual-life basis but it is also available on a multi-life basis when the insured people share a common employment or business relationship. The policy may be owned individually or by a corporation, trust, association or similar entity. The policy may be used for such purposes as informally funding non-qualified executive deferred compensation, salary continuation plans, retiree medical benefits or other purposes.

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 the time limits specified by law, you have the right to examine your policy and return it for a refund if you are not satisfied for any reason. Generally, the refund will equal all premium payments we have received or the account value, depending on state law. The policy is then void. See Free Look Period, page 39.

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 23.

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 22.

Charges and Deductions

All charges presented here are guaranteed unless stated otherwise.

Strategic Investor   			4

Charges

Other Than Investment Portfolio Annual Expenses
(See Charges and Deductions, page 45)

Premium Deductions -- Maximum amount deducted when each premium is received.

Charge	Amount Deducted
Tax Charges	2.5% for state and local taxes; 1.5% for estimated federal income tax treatment of deferred acquisition costs.
Sales Charge	11% of premium up to policy or segment target premium in policy or segment years 1-10. There is no sales charge on premium above the policy or segment target premium, or on any premium after policy or segment year 10.
Monthly Policy Charges -- Maximum amount deducted each month from account value.
Charge	Amount Deducted
Mortality and Expense Risk Charge	Account Value	1st Policy Year		Policy Years 2 - 10		Policy Years 11+
	Less than $25,000	.0625% (0.75% annually)		.0625% (0.75% annually)		.0250% (0.30% annually)
	$25,000 to $250,000	.0625% (0.75% annually)		.0583% (0.6996% annually)		.0167% (0.2004% annually)
	Greater than $250,000	.0625% (0.75% annually)		.0542% (0.6504% annually)		.0083% (0.0996% annually)
Policy Charge	$13 per month in policy years 1 - 3. $3 per month in policy years 4+.
Administrative Charge	Per $1,000 of stated death benefit (or target death benefit, if greater) up to $5 million:
	Issue Ages		Policy Years 1 - 5		Policy Years 6 +
	0 - 14		$0.038		$0.010
	15 - 50		$0.043		$0.010
	51 - 62		$0.049		$0.010
	63 - 73		$0.054		$0.010
	74 - 77		$0.060		$0.010
	78 - 85		$0.065		$0.010
	86 - 89		$0.070		$0.010
	90		$0.076		$0.010
Cost of Insurance Charge	Varies based on current cost of insurance rates for each segment and the net amount at risk. Current cost of insurance rates depend on age, gender, policy duration, amount of target death benefit and premium class. Different cost of insurance rates will apply to each segment.
Rider Charges	Varies depending on the rider benefits you choose.
Transaction Fees -- Maximum amount deducted on the transaction date.
Charge	Amount Deducted
Partial Withdrawal Fee	Two percent of the amount withdrawn, up to $25.
Excess Illustration Fee	$25 per illustration after the first each policy year.

Strategic Investor   			5

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 19.

Variable Investment Options

The variable investment options under your policy are divisions of Security Life Separate Account L1 (the separate account), a separate account of the company. Each variable investment option invests in a corresponding mutual fund (investment portfolio). If you invest in the variable investment options, you may make or lose money depending on market conditions. You do not invest directly in or hold shares of the investment portfolios.

The variable investment options purchase 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 investment portfolio's 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 adviser.

These fees and expenses are not direct charges against a variable investment option's assets or reductions from policy values; rather, these expenses are included in computing each underlying investment 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 investment portfolios' fees and expenses, see the prospectuses for each of the investment 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 policies that we issue or administer. Some advisers and distributors may pay us more or less than others. We receive compensation from AIM Advisors, Inc., Fred Alger Management Inc., Fidelity Management & Research Company, Directed Services Inc., INVESCO Funds Group Inc., Janus Capital, Neuberger Berman Management, ING Pilgrim Investments, LLC, Putnam Investment Management, LLC and Van Eck Associates Corporation.

Risks Associated with Investing in the Investment Portfolios

Each investment portfolio has its own and risks. Information about the risks associated with investing in the investment portfolios is located in their separate prospectuses. Read the investment portfolio prospectuses in conjunction with this prospectus, and retain the prospectuses for future reference. See also Investment Portfolio Objectives, page 14.

An investment portfolio available through the policy may not be the same as a retail mutual fund with a similar name. Accordingly, the management, expenses and performance of an investment portfolio is likely to differ from a similarly named retail mutual fund.

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

Strategic Investor   			6

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

Investment Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	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 Portfolio - Service Class 3	0.57%	0.10%	0.09%	0.76%	N/A	0.76%
VIP Overseas Portfolio - Service Class 3	0.72%	0.10%	0.17%	0.99%	N/A	0.99%
Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio - Service Class	0.53%	0.10%	0.09%	0.72%	N/A	0.72%
VIP II Index 500 Portfolio - Initial Class 5	0.24%	N/A	0.09%	0.33%	N/A	0.33%
The GCG Trust 6
Fully Managed Portfolio	0.95%	N/A	0.01%	0.96%	N/A	0.96%
Liquid Asset Portfolio	0.54%	N/A	0.01%	0.55%	N/A	0.55%
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
Janus Aspen Aggressive Growth - Service Shares 11	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Growth - Service Shares 11	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen International Growth - Service Shares 11	0.65%	0.25%	0.06%	0.96%	N/A	0.96%
Janus Aspen Worldwide Growth - Service Shares 11	0.65%	0.25%	0.05%	0.95%	N/A	0.95%
Neuberger Berman Advisers Management Trust
Growth Portfolio 1	0.82%	N/A	0.08%	0.90%	0.00%	0.90%
Limited Maturity Bond Portfolio 1	0.65%	N/A	0.11%	0.76%	0.00%	0.76%
Partners Portfolio 1	0.82%	N/A	0.10%	0.92%	N/A	0.92%
Pilgrim Variable Products Trust 12
Growth Opportunities Portfolio - Class R Shares 13	0.75%	N/A	1.44%	2.19%	1.29%	0.90%
MagnaCap Portfolio - Class R Shares 13	0.75%	N/A	7.15%	7.90%	7.00%	0.90%
MidCap Opportunities Portfolio - Class R Shares 13	0.75%	N/A	5.01%	5.76%	4.86%	0.90%
SmallCap Opportunities Portfolio - Class R Shares 13	0.75%	N/A	0.23%	0.98%	0.08%	0.90%

Strategic Investor   			7

Investment Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	Total Net Portfolio Expenses
Putnam Variable Trust
Putnam VT Growth and Income Fund - Class IB Shares14	0.46%	0.25%	0.04%	0.75%	N/A	0.75%
Putnam VT New Opportunities Fund - Class IB Shares14	0.52%	0.25%	0.05%	0.82%	N/A	0.82%
Putnam VT Small Cap Value Fund - Class IB Shares14	0.80%	0.25%	0.30%	1.35%	N/A	1.35%
Putnam VT Voyager Fund - Class IB Shares14	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%

____________________________

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") a monthly management fee for their services 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 assumed a portion of VIF-Small Company Growth Fund's "Other Expenses" and "Total Portfolio Expenses." After this, these expenses are 0.62% and 1.37%, respectively.

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

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

Strategic Investor   			8

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 that ended on 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 that ended on December 31, 2000. Without such assumption, 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 36.

Your Account Value in the Variable Investment Options

Accumulation units are the way we measure value in the variable investment options. 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 Investment Options, 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 portfolio. See Determining Values in the Variable Investment Options, 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.

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

Strategic Investor   			9

rider. In most cases, we deduct a monthly charge from your account value for these benefits. See Riders, page 28.

Dollar Cost Averaging

Dollar cost averaging is a systematic plan of transferring account values to selected variable 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 account value. We charge an annual loan interest rate of 3.75% in policy years 1 - 10 and 3.15% thereafter. We credit an annual interest rate of 3.00% on amounts held in the loan division as collateral for your loan. See Policy Loans, page 35.

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

Loans may have tax consequences. See Tax Considerations, page 49.

Partial Withdrawals

You may withdraw part of your net account 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 withdrawal. See Partial Withdrawals, page 36.

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 36, and Tax Considerations, page 49.

Refund of Sales Charges

If you surrender your policy within the first two policy years and it has not lapsed, we may refund a portion of the sales charges we previously deducted from your premium payments. See Refund of Sales Charges, page 31.

Policy Modification, Termination and Continuation Features

Right to Change Policy

For 24 months after the policy date you may change your policy to a guaranteed policy, unless state law requires differently. There is no charge for this change. See Right to Change Policy, page 30.

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. See Surrender, page 38.

A surrender may have tax consequences. See Tax Considerations, page 49.

Lapse

In general, insurance coverage continues as long as your net account value is enough to pay the monthly deductions. See Lapse, page 38.

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 38.

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Continuation of Coverage

If the policy is in force on the policy anniversary nearest the insured person's 100^th birthday, the policy will continue pursuant to the terms of the policy unless you surrender it. See Continuation of Coverage, page 30.

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 total death benefit of $100,000 ($50,000 for guaranteed issue policies) to issue your policy.

We may lower this minimum for group, sponsored or wrap fee 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 49.

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 50.

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

We are 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, we had over $41.5 billion of life insurance in force. As of December 31, 2000 our 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.

We are a wholly owned indirect subsidiary of ING Groep, N.V. ("ING"), a global financial institution active in the field of insurance, banking and asset management. ING ranks 10^th among the top 20 global financial institutions by market capitalization and is headquartered in Amsterdam, The Netherlands.

ING companies offer 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 National Association of Securities Dealers, Inc. ("NASD"). ING America Equities, Inc., is located at 1290 Broadway, Denver, Colorado 80203-5699.

Security Life Separate Account L1

Separate Account Structure

We established 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 policies with different benefits and charges that invest in the separate account. We do not discuss these policies in this prospectus. The separate account may invest in other securities not available for the policy described in this prospectus.

We own 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

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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 affiliated 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 of 1986, as amended ("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, but you should carefully 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
Investment Portfolios	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 consistent with reasonable concern for safety of principal.
Alger American Growth Portfolio	Investment Company: The Alger American Fund 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.

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INVESTMENT PORTFOLIO OBJECTIVES
Investment Portfolios	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Alger American Leveraged AllCap Portfolio	Investment Company: The Alger American Fund 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.
Alger American MidCap Growth Portfolio	Investment Company: The Alger American Fund Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on midsize companies with promising growth potential.
Alger American Small Capitalization Portfolio	Investment Company: The Alger American Fund 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.
VIP Growth Portfolio - Service Class	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks capital appreciation by normally investing in common stocks of companies that it believes have above-average growth potential.
VIP Overseas Portfolio - Service Class	Investment Company: Fidelity Variable Insurance Products Fund Investment Manager: Fidelity Management & Research Company	Seeks long-term growth of capital by normally investing at least 65% of total assets in foreign securities.
VIP II Asset Manager Portfolio - Service Class	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 - - Initial Class	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.

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INVESTMENT PORTFOLIO OBJECTIVES
Investment Portfolios	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Fully Managed Portfolio	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.
Liquid Asset Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: ING Investment Management, LLC	Seeks high level of current income consistent with the preservation of capital and liquidity.
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 by normally investing at least 65% of its total assets in common stocks and related securities of companies with medium market capitalization which the portfolio manager believes have above-average growth potential.
INVESCO 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 in a mix of equity securities and debt securities, as well as options and other investments whose value is based on the values of these securities.
INVESCO 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 through investments in debt securities and preferred stocks. It also seeks capital appreciation.
INVESCO VIF-Small Company Growth Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to make an investment grow by investing primarily in equity securities that it believes will rise in price faster than other securities, as well as in options and other investments whose values are based upon the values of equity securities.
INVESCO 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 in a mix of equity securities and debt securities, as well as in options and other investments whose values are based upon the values of these securities.

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INVESTMENT PORTFOLIO OBJECTIVES
Investment Portfolios	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
INVESCO VIF-Utilities Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks investment growth and current income by investing primarily in equity securities of companies that produce, generate, transmit or distribute natural gas or electricity or that provide telecommunications services.
Janus 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.
Janus 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.
Janus Aspen International Growth Portfolio - Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital by normally investing at least 65% of its total assets in securities of issuers from at least five different countries, excluding the United States.
Janus 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.
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. Total return is a secondary goal.

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INVESTMENT PORTFOLIO OBJECTIVES
Investment Portfolios	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
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.
Pilgrim VP Growth Opportunities Portfolio - Class R Shares	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	Seeks long-term growth of capital.
Pilgrim VP MagnaCap Portfolio - Class R Shares	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	Seeks growth of capital with dividend income as a secondary consideration.
Pilgrim VP MidCap Opportunities Portfolio - Class R Shares	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	Seeks long-term capital appreciation.
Pilgrim VP SmallCap Opportunities Portfolio - Class R Shares	Investment Company: Pilgrim Variable Products Trust Investment Adviser: ING Pilgrim Investments, LLC	Seeks long-term capital appreciation.
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 of the economy 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.

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INVESTMENT PORTFOLIO OBJECTIVES
Investment Portfolios	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
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 mainly 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 primarily 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 securities are stocks, bonds and other securities of companies that derive at least 50% of gross revenue or profit from exploration, development, production or distribution of precious metals, natural resources, real estate and commodities.
Worldwide Real Estate Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks to maximize return by investing in equity securities of companies that own significant real estate or that principally do business in the real estate industry.

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.

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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%. 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 general account. We bear all of the investment risk for the guaranteed interest division.

DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard Strategic Investor 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 a Strategic Investor variable universal life policy by submitting an application to us. The policy is issued on a guaranteed issue, fully-underwritten or simplified-underwritten basis. On the policy date, the insured person must be no less than age 15. For a guaranteed issue policy, the insured person generally can be no more than age 70. For a fully-underwritten policy, the insured person generally can be no more than age 85. For a simplified-underwritten policy, the insured person generally can be no more than age 70 and certain other conditions/restrictions may apply. 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 limits 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.

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.

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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 monthly policy charges will be charged from that earlier date on your first monthly processing date:

• mortality and expense risk charge
• policy charge
• administrative charge
• cost of insurance charges
• rider charges

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 49.

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 30.

We consider payments we receive to be premium payments if you do not have an outstanding loan and

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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.

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 50, and Changes to Comply with the Law, page 52.

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 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.

Allocation of Net Premium

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

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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 investment options in the variable investment option which invests in the GCG Trust Liquid Asset investment portfolio. We later transfer these amounts from this variable investment option to your selected variable investment options, based on your most recent premium allocation instructions, at the earlier of the following dates:

• five days after the date we mailed your policy plus the length of your state free look period; or
• the date we have received your delivery receipt plus the length of your state free look period.

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

We allocate all later premium payments to your policy on the valuation date of receipt. We will use your most recent premium allocation instructions specified in percentages stated to the nearest tenth and 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 us, rather than through your agent/registered representative, to assure the earliest crediting date.

Premium Payments Affect Your Coverage

Your coverage lasts only as long as your net account value is enough to pay the monthly charges and your account 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.

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 50.

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 28.

Generally, we require a minimum total death benefit of $100,000 ($50,000 for guaranteed issue policies).

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Our underwriting procedures in effect at the time you apply may limit the maximum stated death benefit.

It may be to your economic advantage to include part of your insurance coverage under the adjustable term insurance rider. The adjustable term insurance rider has no cash value, though, and provides no growth potential. 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. See Adjustable Term Insurance Rider, page 28.

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

Death Benefit Summary

This chart assumes no death benefit option changes and that partial withdrawals are less than the premium we receive.

	Option 1	Option 2	Option 3
Stated Death Benefit	The sum of death benefit segments under the policy. The stated death benefit changes when there is an increase or decrease or when a policy transaction causes it to change.	The sum of death benefit segments under the policy. The stated death benefit changes when there is an increase or decrease or when a policy transaction causes it to change.	The sum of death benefit segments under the policy. The stated death benefit changes when there is an increase or decrease or when a policy transaction causes it to change.
Base Death Benefit	The greater of: the stated death benefit; or the account value plus the refund of sales charges, if any, 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 plus the refund of sales charges, if any, 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 plus the refund of sales charges, if any, multiplied by the appropriate factor from the definition of life insurance factors.
Target Death Benefit	Stated death benefit plus adjustable term insurance rider benefit, if any.	Stated death benefit plus adjustable term insurance rider benefit, if any.	Stated death benefit plus adjustable term insurance rider benefit, if any.

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	Option 1	Option 2	Option 3
Total Death Benefit	It is the greater of: the target death benefit; or the account value plus the refund of sales charges, if any, multiplied by the appropriate factor from the definition of life insurance factors.	It is the greater of: the target death benefit plus the account value; or the account value plus the refund of sales charges, if any, multiplied by the appropriate factor from the definition of life insurance factors.	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 account value plus the refund of sales charges, if any, multiplied by the appropriate factor from the definition of life insurance factors.
Adjustable Term Insurance Rider Benefit	The total death benefit minus the base death benefit provided by the policy, but not less than zero   If the account value plus the refund of sales charges, if any, 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 total death benefit minus the base death benefit provided by the policy, but not less than zero.   If the account value plus the refund of sales charges, if any, 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 total death benefit minus the base death benefit provided by the policy, but not less than zero.   If the account value plus the refund of sales charges, if any, 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.

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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 59, or Appendix B, page 61.

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 on the date of the insured person's death; plus
• the amount of any rider benefits; minus
• any outstanding policy loan with accrued loan interest; minus
• any 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.

Death Benefit Options

You have a choice of three death benefit options. Your choice may result in your base death benefit being greater than your stated death benefit.

Option 1: 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 plus the refund of sales charges, if any, 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.

Option 2: 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 plus the refund of sales charges, if any, 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

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2 on your policy, it automatically converts to death benefit option 1 when the continuation of coverage period begins. See Continuation of Coverage, page 30.

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

• your stated death benefit on the date of the insured person's death plus the sum of all premium payments we receive minus partial withdrawals you have taken; or
• the account value on the date of the insured person's death plus the refund of sales charges, if any, 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 option 3 is not available during the continuation of coverage period. If you have option 3 on your policy, it automatically converts to death benefit option 1 when the continuation of coverage period begins. See Continuation of Coverage, page 30.

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 the 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, and from option 3 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.
Option 3	Option 1	your stated death benefit before the change plus the sum all premium payments we have received minus all partial withdrawals you have taken 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.

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

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income tax law. If we disapprove a change for any reason, we provide you with a notice of our decision. See Tax Considerations, page 49.

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.

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 change in your death benefit. You should consult a tax adviser before changing your death benefit amount. See Tax Status of the Policy, page 49, and Modified Endowment Contracts, page 50.

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. Not all riders may be available under your policy. Contact your agent/registered representative for a list of riders and their availability.

Adding or canceling riders may have tax consequences. See Modified Endowment Contracts, page 50.

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 23.

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:

• the target death benefit; or
• the account value plus the refund of sales charges, if any, multiplied by the appropriate factor from the death benefit corridor factors in the policy.

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

• the target death benefit plus the account value; or
• the account value plus the refund of sales charges, if any, 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:

• the target death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken; or
• the account value plus the refund of sales charges, if any, 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 the base death benefit later 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 36, and Changes in Death Benefit Options, page 27.

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.

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. Although the maximum cost of insurance rates for this rider are greater than the maximum cost of insurance rates for the base death benefit, the current rates for this rider may be lower than current cost of insurance rates for the base death benefit. Guaranteed maximum cost of insurance rates 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

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insured person. Receipt of such an accelerated payment reduces the death benefit of your policy and its net cash surrender value. There is no charge for this rider. There may be tax consequences to requesting payment under this rider. See Tax Status of the Policy, page 49.

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 15 and no more than age 55. If you add this rider to your policy, you may not add the waiver of specified premium rider. This rider is not available if your policy is issued based on guaranteed issue or simplified underwriting. 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 15 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. This rider is not available if your policy is issued based on simplified underwriting.

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.

If you elect not to choose a designated deduction investment option or if the amount in your designated deduction investment option is not enough to cover the monthly deductions, then your monthly 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 Change Policy

During the first 24 months after your policy date, you have the right to permanently change your policy to a guaranteed policy, unless state law requires differently. If you elect to make this change, unless state law requires that we issue to you a new guaranteed policy, we will transfer the amount you have in the variable investment options to the guaranteed interest division and 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 change. See Guaranteed Interest Division, page 19.

Continuation of Coverage

The continuation of coverage feature continues your insurance coverage in force beyond the policy anniversary nearest the insured person's 100^th birthday. If you do not surrender your policy before this date, on this date we:

• convert target death benefit to stated death benefit
• convert death benefit options 2 and 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.

You may not make transfers into the variable investment options during the continuation of coverage period but you may take a policy loan or

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partial withdrawals.

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. All other normal consequences of surrender apply. See Surrender, page 38.

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. See Continuation of Policy Beyond Age 100, page 52.

Enhanced Death Benefit Corridor Option

For policies issued with select guaranteed issue rates, an additional benefit option is available. The policyowner may elect, at any time prior to policy issuance, the enhanced death benefit corridor option.

Existing group or corporate owners of Strategic Investor policies who have guaranteed issue rates can add this option to their policies if it is added to all policies within that issue group. If you would like to do this, contact your agent/ registered representative or our customer service center for instructions.

This option generally provides an opportunity for an increased death benefit on the life of the insured person at certain ages. Under death benefit options 1 and 2 the account value plus the refund of sales charges, if any, is multiplied by a factor shown in Appendix A or B. The result of this calculation is the base death benefit if it exceeds the stated death benefit. Under the enhanced death benefit corridor option, the calculation uses the factor shown on the attached Appendix A and Appendix B (depending on which definition of life insurance is in effect for your policy). The result of this calculation is then used to determine the base death benefit as described under Death Benefit Options, page 26.

There is no separate charge for this feature. However, the same account value may generate a higher base death benefit under policies with this option than on policies not electing the option. Cost of insurance charges are based on the net amount at risk, which is the difference between the account value and the base death benefit. Therefore, as a result of the increased death benefit, the cost of insurance charges may be higher for policies electing this option. Your registered representative/agent can provide you with a personalized illustration to show the difference between a policy with this option and one without it. If your policy does not have sufficient account value, electing this option may have no effect on the base death benefit.

Adding this option to your policy does not affect the operation of your policy's riders, including the Adjustable Term Insurance Rider. When the base death benefit exceeds the stated death benefit, transactions which reduce your account value (such as a partial withdrawal) also reduce the death benefit. The dollar reduction to the death benefit under these circumstances is greater for policies with the enhancement option than on those without the option.

Once elected, this option cannot be deleted. Once elected, this option continues as long as coverage on the original insured person continues. You may lose the benefit of this option if your account value falls below the minimum level needed to keep it in effect.

Refund of Sales Charges

If you surrender your policy within the first two policy years and your policy has not lapsed, we may refund a portion of the sales charges we previously deducted from your premium payments. In the first policy year, the amount of the refund will not be less than 3.00% of the premium we received. In the second policy year, the refund will not be less than

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2.5% of the premium we received in the first policy year. The refund of sales charge is guaranteed only for the first two policy years. We reserve the right to extend the refund of sales charges beyond the first two policy years.

The refund of sales charge is not available if your policy was purchased with the proceeds of a policy issued by us or one of our affiliates. Also, the refund of sales charge is not available if your policy is surrendered to another insurer as part of a Section 1035 exchange.

Policy Values

Account Value

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

• net premium applied
• charges deducted
• partial withdrawals taken
• investment performance of the investment portfolios
• 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 plus any refund of sales 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 Investment Options

The amounts in the variable investment options 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 investment portfolio. It reflects:

• investment income
• realized and unrealized gains and losses
• investment portfolio expenses
• taxes, if any.

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
• 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

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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 of the corresponding investment portfolios.

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 division 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 net asset value of the underlying investment 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 and reinvested by the investment portfolio during the current valuation period.
• We subtract a charge for taxes, if applicable.
• We divide the resulting amount by the net asset value of the shares of the underlying investment portfolio at the close of business on the previous valuation date.

Transfer of Account Value

You generally 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 33, and Continuation of Coverage, page 30.

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

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• 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. The minimum amount you may transfer is $100.

Dollar Cost Averaging

If your policy has at least $10,000 invested in the underlying GCG Trust Liquid Asset investment portfolio, you may elect dollar cost averaging. 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.

The main goal of dollar cost averaging is to protect your policy values from short-term price changes. This systematic plan of transferring account values is intended to reduce the risk of investing too much when the price of an investment portfolio's shares is high. It also reduces the risk of investing too little when the price of an investment portfolio's shares is low. Since you transfer the same dollar amount to the variable 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.

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 to be automatically transferred at regular intervals from the variable investment option investing in the GCG Trust Liquid Asset investment portfolio to one or more other variable investment options. Fractional percentages, stated to the nearest tenth, are permitted. 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 division 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 41.

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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 GCG Trust Liquid Asset investment portfolio reaches a dollar amount you set
• the amount in the GCG Trust Liquid Asset investment 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. You may select allocation percentages stated to the nearest tenth. 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 no 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.

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.

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 account value minus the monthly deductions to your next policy anniversary or 13 monthly deductions if you take a

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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 41.

When you request a loan you may specify the investment options from which the loan will be taken. If you do not specify the investment options, 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% during policy years 1 through 10 and 3.15% thereafter (3.00% on a current basis). 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 3.00%.

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 when payable.

If you do not make loan payments your policy could lapse. Policy loans may cause your policy to lapse if your account 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, page 51.

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.

You make a partial withdrawal by withdrawing part of your net account 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

Strategic Investor   			36

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 41.

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. 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. 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 49.

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 the investment options 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.

Partial withdrawals may have adverse tax consequences. See Distributions Other than Death Benefits, page 51.

Partial Withdrawals under Death Benefit Option 1

Under death benefit option 1, if 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. Any additional amount withdrawn will reduce your stated death benefit by that additional amount.

Otherwise, amounts you withdraw will reduce your stated death benefit by the amount of the withdrawal 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 taken without reducing your stated death benefit.

Partial Withdrawals under Death Benefit Option 2

Under death benefit option 2, a partial withdrawal does not reduce your stated death benefit.

Partial Withdrawals under Death Benefit Option 3

Under death benefit option 3, a partial withdrawal will reduce the stated death benefit by the amount of the partial withdrawal in excess of the total premium we have received minus the total of your partial withdrawals.

If a partial withdrawal reduces the stated death benefit, the target death benefit for the current year and all future years will be reduced by an amount equal to the reduction in the stated death benefit.

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

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     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 a 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 account value is enough to pay your deductions each month.

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 account value is zero (or less).

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.

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 and inform you that your coverage has ended.

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 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. 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.

A policy that is restated more than 90 days after lapsing will be classified as a modified endowment contract for tax purposes. See Modified Endowment Contract, page 48.

Surrender

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

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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 within the first two policy years, the net cash surrender value may include a refund of a portion of the sales charges previously deducted. See Refund of Sales Charges, page 31. Otherwise 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, page 51.

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 state 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 22.

Your Policy

The contract between you and us is the combination of:

• your policy
• 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 individuals, groups 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, simplified or fully underwritten insurance coverage at a lower overall cost.

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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. The policy is issued on a guaranteed issue, fully-underwritten or simplified-underwritten basis. On the policy date, the insured person must be no less than age 15. For a guaranteed issue policy, the insured person generally can be no more than age 70. For a fully-underwritten policy, the insured person generally can be no more than age 85. For a simplified underwritten policy, the insured person can generally be no more than age 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. The designation of certain beneficiaries may have tax consequences. See Other, page 52.

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. The transfer or assignment of a policy may have tax consequences. See Other, page 52.

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

Notwithstanding the Incontestability provision above, 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:

• the total premium we receive to the time of death; minus

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• outstanding policy loan and accrued loan interest; minus
• any 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:

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 New York Stock Exchange ("NYSE") is closed for trading
• trading on the NYSE is restricted by the SEC
• the SEC declares that an emergency exists so that it is not reasonably possible to sell securities in the variable investment options or to determine the account value in the variable investment options
• a governmental body with jurisdiction over the separate account allows suspension by its order.

SEC rules and regulations generally 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

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. Telephone privileges allow you or your agent/ registered representative to call our customer service center to:

• make transfers
• change premium allocations

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• 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.

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.

During the first policy year, we may pay a distribution allowance of up to 12% (10% for policies issued based on simplified underwriting) of premium we receive up to target premium and lower thereafter.

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 $7.00 per $1,000 of stated death benefit ($6.00 per $1,000 for policies issued based on simplified underwriting).

Broker/dealers receive renewal payments (trails) of up to 0.15% of the average net account value beginning in the second policy month.

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.

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Some broker/dealers receive a slightly lower distribution allowance because we provide them with greater marketing and administrative support. For sales of certain policies with reduced or waived sales and mortality and expense risk charges, distribution allowances and renewal payments may be reduced or eliminated.

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 and investment portfolios. Past performance is not indicative of future performance of the variable investment options or investment portfolios and is not reflective of the actual investment experience of policyowners.

We may feature certain investment portfolios 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

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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 division 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.

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 investment 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 variable investment option currently invests. A substitution may become necessary if, in our judgment:
  » an investment portfolio no longer suits the purposes of your policy
  » there is a change in laws or regulations
  » there is a change in an investment portfolio's investment objectives or restrictions
  » the investment portfolio is no longer available for investment
  » a substitution is deemed appropriate for some other reason
• Transfer assets related to your policy class to another separate account.
• Withdraw the separate account from registration under the Investment Company Act of 1940, as amended (the "1940 Act").
• Operate the separate account as a management investment company under the 1940 Act.

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• 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.

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 length of time since your policy or a segment becomes effective:

Segment Charge Percentage
Policy or Segment Year	Up To Policy or Segment Target	Above Policy or Segment Target Premium
1-10 11+	11% 0%	0% 0%

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, sponsored or wrap fee arrangements, or for corporate purchasers. See Group, Sponsored or Wrap Fee Arrangements, or Corporate Purchasers, page 48.

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

Strategic Investor   			45

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.

Monthly Deductions from Account Value

We deduct charges from your account value on each monthly processing date until the policy anniversary nearest the insured person's 100^th birthday.

Mortality and Expense Risk Charge

Each month we deduct from your account value a percentage of the amount in the variable investment options for the mortality and expense risks we assume. This charge appears on your statement or confirmation.

This charge is assessed at the following monthly rates:

Account Value	1st Policy Year	Policy Years 2-10	Policy Years 11+
Less than $25,000	0.0625%	0.0625%	0.0250%
$25,000 to $250,000	0.0625%	0.0583%	0.0167%
More than $250,000	0.0625%	0.0542%	0.0083%

The annualized rates for the mortality and expense risk charge are:

Account Value	1st Policy Year	Policy Years 2-10	Policy Years 11+
Less than $25,000	0.75%	0.75%	0.30%
$25,000 to $250,000	0.75%	0.6996%	0.2004%
More than $250,000	0.75%	0.6504%	0.0996%

The mortality and expense risk charge is assessed each month at each account value level shown in the monthly table above. For example, an account value of $400,000 in the separate account in policy year three would result in a monthly mortality and expense risk charge of $25,000 multiplied by .0625%, plus $225,000 multiplied by .0583%, plus $150,000 multiplied by .0542%.

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 investment options 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.

We may reduce or waive the mortality and expense risk charge for certain group or sponsored arrangements, groups or individuals who purchase the policy through wrap fee arrangements or for corporate purchasers. See Group, Sponsored or Wrap Fee Arrangements, or Corporate Purchasers, page 48.

Policy Charge

The policy charge is $13.00 per month for the first three policy years and $3.00 per month thereafter.

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 per

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$1,000 of stated death benefit (or target death benefit, if greater) as follows:

Issue Ages	Policy Years 1 - 5	Policy Years 6+
0 - 14	$0.038	$0.010
15 - 50	$0.043	$0.010
51 - 62	$0.049	$0.010
63 - 73	$0.054	$0.010
74 - 77	$0.060	$0.010
78 - 85	$0.065	$0.010
86 - 89	$0.070	$0.010
90	$0.076	$0.010

This charge applies to the first $5 million of death benefit. The rate per $1,000 of death benefit is based on the length of time the policy has been in force.

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 segment of your death benefit. We calculate the net amount at risk monthly, on the monthly processing date. 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 on a monthly processing date 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 and premium class on the policy and each segment date. For fully underwritten policies, we make lower cost of insurance rates available for total death benefit amounts of $250,000 or more.

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 guaranteed maximum rates for the adjustable term insurance rider are 125% of the levels in the 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.

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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 28.

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. See Partial Withdrawals, page 36.

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 the 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

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, Sponsored or Wrap Fee 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, groups or individuals who purchase the policy through wrap fee arrangements, or special exchange programs which we may offer from time to time, we may reduce or waive the:

• administrative charge
• minimum death benefit
• minimum annual premium
• target premium
• sales charges
• cost of insurance charges
• refund of sales charges
• mortality and expense risk 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, sponsored or wrap fee 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

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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 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 C, page 63, 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 61, 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 50.

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

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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 represented that they will meet the diversification standards that apply to your policy.

In certain circumstances, you, as owner of a variable life insurance policy, may be considered the owner for federal income tax purposes of the separate account assets used to support your policy. 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.

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, such as reduction in benefits, 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

Generally, the policy owner will not be taxed on any of the policy account value until there is a

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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

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. This tax penalty generally does not apply to distributions (a) made on or after the date on which the taxpayer attains age 59 ½, (b) which are attributable to the taxpayer's becoming disabled (as defined in the Internal Revenue Code), or (c) which are part of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his or her beneficiary. Consult a tax adviser to determine whether or not you may be subject to this penalty tax.

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 generally not taxed as distributions. However, the tax consequences of such a loan that is outstanding after policy year 10 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.

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Accelerated Death Benefit Rider

We believe that payments under the accelerated death benefit rider should be fully excludable from the gross income of the beneficiary if the beneficiary is the insured under the policy. (See Accelerated Death Benefit Rider, page 29, for more information about this rider.) However, you should consult a qualified tax adviser about the consequences of adding this rider to a policy or requesting payment under this rider.

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.

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

Other

The policy is not available for sale to and cannot be acquired with funds that are assets of (i) an employee benefit plan as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and that is subject to Title I of ERISA; (ii) a plan described in section 4975(e)(1) of the Internal Revenue Code of 1986 or (iii) an entity whose underlying assets include plan assets by reason of the investment by an employee benefit plan or other plan in such entity within the meaning of 29 C.F.R. Section 2510.3-101 or otherwise.

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

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

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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, Director
Wayne R. Huneke*	Chief Financial Officer, Director
Mark A. Tullis	Director
P. Randall Lowery	Director
Thomas J. McInerney	Director
Chris D. Schreier**	President
James L. Livingston, Jr.	Executive Vice President
Douglas W. Campbell	Senior Vice President, Agency Sales
Paula Cludray-Engelke**	Secretary
Eric G. Banta	Assistant 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 and certain matters relating to the federal securities laws have been passed on by Counsel of ING Security Life.

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

[To be updated by pre-effective amendment]

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 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

[To be included in the pre-effective amendment.]

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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 Separate Account L1 of
Security Life of Denver Insurance Company
Financial Statements
Years ended December 31, 2000, 1999 and 1998

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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

Strategic Investor   			59

APPENDIX A - Enhanced

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	1.503	1.655	1.535
6	10.161	12.253	10.514	39	3.553	4.154	3.658	72	1.488	1.631	1.519
7	9.844	11.875	10.187	40	3.439	4.021	3.541	73	1.475	1.607	1.504
8	9.530	11.505	9.863	41	3.330	3.894	3.429	74	1.462	1.585	1.490
9	9.221	11.141	9.545	42	3.226	3.771	3.322	75	1.451	1.565	1.477
10	8.918	10.784	9.233	43	3.125	3.654	3.218	76	1.441	1.544	1.466
11	8.623	10.436	8.928	44	3.028	3.541	3.119	77	1.432	1.527	1.455
12	8.338	10.098	8.634	45	2.936	3.432	3.023	78	1.423	1.510	1.445
13	8.066	9.771	8.353	46	2.846	3.328	2.931	79	1.416	1.494	1.437
14	7.808	9.455	8.085	47	2.761	3.227	2.843	80	1.409	1.480	1.428
15	7.564	9.150	7.831	48	2.678	3.129	2.758	81	1.378	1.440	1.395
16	7.335	8.857	7.592	49	2.599	3.035	2.676	82	1.348	1.402	1.363
17	7.118	8.575	7.364	50	2.522	2.945	2.597	83	1.319	1.366	1.332
18	6.911	8.302	7.148	51	2.449	2.858	2.522	84	1.291	1.332	1.304
19	6.713	8.038	6.939	52	2.378	2.774	2.449	85	1.265	1.300	1.276
20	6.521	7.782	6.737	53	2.311	2.693	2.379	86	1.241	1.270	1.250
21	6.334	7.534	6.540	54	2.246	2.615	2.312	87	1.216	1.241	1.225
22	6.150	7.293	6.347	55	2.184	2.540	2.248	88	1.194	1.214	1.201
23	5.969	7.059	6.158	56	2.125	2.468	2.187	89	1.172	1.188	1.178
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

Strategic Investor   			60

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.

Strategic Investor   			61

APPENDIX B - Enhanced

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	1.10
1	2.50	26	2.50	51	1.78	76	1.11
2	2.50	27	2.50	52	1.71	77	1.12
3	2.50	28	2.50	53	1.64	78	1.13
4	2.50	29	2.50	54	1.57	79	1.14
5	2.50	30	2.50	55	1.50	80	1.16
6	2.50	31	2.50	56	1.46	81	1.14
7	2.50	32	2.50	57	1.42	82	1.13
8	2.50	33	2.50	58	1.38	83	1.12
9	2.50	34	2.50	59	1.34	84	1.11
10	2.50	35	2.50	60	1.30	85	1.10
11	2.50	36	2.50	61	1.28	86	1.09
12	2.50	37	2.50	62	1.26	87	1.08
13	2.50	38	2.50	63	1.24	88	1.07
14	2.50	39	2.50	64	1.22	89	1.06
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	1.14	96	1.00
22	2.50	47	2.03	72	1.13	97	1.00
23	2.50	48	1.97	73	1.12	98	1.00
24	2.50	49	1.91	74	1.11	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.

Strategic Investor   			62

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 investment portfolio as if a policy had been issued on the date indicated. Each investment portfolio's annual total return is based on the total return calculated for each fiscal year. These annual total return figures reflect the investment portfolio's net 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 $300,000 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 investing in the investment portfolio 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, and each investment portfolio's charges and expenses. See Charges and Deductions, page 45.

Strategic Investor   			63

HYPOTHETICAL ILLUSTRATIONS
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			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%	3,119	2,707	300,000
12/31/95	35.69%	7,704	7,141	300,000
12/31/96	17.58%	11,595	11,183	300,000
12/31/97	13.51%	15,369	15,369	300,000
12/31/98	19.30%	21,057	21,057	300,000
12/31/99	44.61%	33,862	33,862	300,000
12/31/00	-10.91%	32,006	32,006	300,000
AIM V.I. Government Securities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-3.73%	2,940	2,527	300,000
12/31/95	15.56%	6,388	5,826	300,000
12/31/96	2.29%	8,753	8,340	300,000
12/31/97	8.16%	11,569	11,569	300,000
12/31/98	7.73%	14,902	14,902	300,000
12/31/99	-1.32%	16,932	16,932	300,000
12/31/00	10.12%	21,097	21,097	300,000
Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	40.39%	4,216	3,803	300,000
12/31/92	12.38%	7,644	7,081	300,000
12/31/93	22.47%	12,004	11,591	300,000
12/31/94	1.45%	14,109	14,109	300,000
12/31/95	36.37%	22,423	22,423	300,000
12/31/96	13.35%	27,992	27,992	300,000
12/31/97	25.75%	38,002	38,002	300,000
12/31/98	48.07%	59,529	59,529	300,000
12/31/99	33.74%	82,326	82,326	300,000
12/31/00	-14.78%	71,568	71,568	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			64

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			Annual Premium $3,750
Alger American Leveraged AllCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	12.04%	3,394	2,982	300,000
12/31/97	19.68%	7,148	6,586	300,000
12/31/98	57.83%	14,695	14,282	300,000
12/31/99	78.06%	29,834	29,834	300,000
12/31/00	-24.83%	23,941	23,941	300,000
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-1.54%	3,003	2,590	300,000
12/31/95	44.45%	8,021	7,458	300,000
12/31/96	11.90%	11,389	10,976	300,000
12/31/97	15.01%	15,341	15,341	300,000
12/31/98	30.30%	23,003	23,003	300,000
12/31/99	31.85%	33,389	33,389	300,000
12/31/00	9.18%	38,804	38,804	300,000
Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	57.54%	4,715	4,303	300,000
12/31/92	3.55%	7,576	7,013	300,000
12/31/93	13.28%	11,028	10,615	300,000
12/31/94	-4.38%	12,349	12,349	300,000
12/31/95	44.31%	21,229	21,229	300,000
12/31/96	4.18%	24,456	24,456	300,000
12/31/97	11.39%	29,689	29,689	300,000
12/31/98	15.53%	36,773	36,773	300,000
12/31/99	43.42%	55,811	55,811	300,000
12/31/00	-27.20%	41,829	41,829	300,000
Fidelity VIP Growth Portfolio (Service Class)
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	39.38%	4,187	3,774	300,000
12/31/99	37.29%	9,248	8,686	300,000
12/31/00	-11.05%	10,146	9,734	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			65

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			Annual Premium $3,750
Fidelity VIP Overseas Portfolio (Service Class)
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	12.69%	3,413	3,001	300,000
12/31/99	42.44%	8,493	7,930	300,000
12/31/00	-19.18%	8,617	8,205	300,000
Fidelity VIP II Asset Manager Portfolio (Service Class)
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	14.82%	3,475	3,062	300,000
12/31/99	11.01%	6,736	6,173	300,000
12/31/00	-4.06%	8,543	8,131	300,000
Fidelity VIP II Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93	9.74%	3,328	2,916	300,000
12/31/94	1.04%	6,006	5,443	300,000
12/31/95	37.19%	11,212	10,799	300,000
12/31/96	22.71%	16,179	16,179	300,000
12/31/97	32.82%	24,563	24,563	300,000
12/31/98	28.31%	34,474	34,474	300,000
12/31/99	20.52%	44,182	44,182	300,000
12/31/00	-9.30%	41,865	41,865	300,000
The GCG Trust Fully Managed Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	28.93%	3,883	3,471	300,000
12/31/92	6.23%	6,887	6,325	300,000
12/31/93	7.59%	9,739	9,326	300,000
12/31/94	-7.27%	10,776	10,776	300,000
12/31/95	20.80%	15,808	15,808	300,000
12/31/96	16.36%	21,085	21,085	300,000
12/31/97	15.27%	26,869	26,869	300,000
12/31/98	5.89%	30,691	30,691	300,000
12/31/99	6.92%	34,997	34,997	300,000
12/31/00	21.97%	45,129	45,129	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			66

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			Annual Premium $3,750
The GCG Trust Liquid Asset Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	5.66%	3,210	2,798	300,000
12/31/92	3.13%	6,004	5,441	300,000
12/31/93	2.64%	8,390	7,978	300,000
12/31/94	3.89%	10,724	10,724	300,000
12/31/95	5.51%	13,699	13,699	300,000
12/31/96	5.01%	16,786	16,786	300,000
12/31/97	5.07%	19,957	19,957	300,000
12/31/98	5.13%	23,231	23,231	300,000
12/31/99	4.74%	26,489	26,489	300,000
12/31/00	6.05%	30,175	30,175	300,000
The GCG Trust Mid-Cap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	79.05%	5,343	4,930	300,000
12/31/00	8.18%	8,579	8,016	300,000
INVESCO VIF-Equity Income Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	29.25%	3,893	3,480	300,000
12/31/96	22.28%	7,904	7,341	300,000
12/31/97	28.17%	12,894	12,481	300,000
12/31/98	15.30%	17,107	17,107	300,000
12/31/99	14.84%	22,239	22,239	300,000
12/31/00	4.87%	25,675	25,675	300,000
INVESCO VIF-High Yield Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	19.76%	3,618	3,205	300,000
12/31/96	16.59%	7,228	6,666	300,000
12/31/97	17.33%	11,016	10,603	300,000
12/31/98	1.42%	13,108	13,108	300,000
12/31/99	9.20%	16,782	16,782	300,000
12/31/00	-11.68%	16,768	16,768	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			67

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			Annual Premium $3,750
INVESCO VIF-Small Company Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	16.38%	3,520	3,107	300,000
12/31/99	91.06%	11,531	10,968	300,000
12/31/00	-14.98%	11,630	11,217	300,000
INVESCO VIF-Total Return Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	22.79%	3,705	3,293	300,000
12/31/96	12.18%	7,061	6,499	300,000
12/31/97	22.91%	11,335	10,923	300,000
12/31/98	9.56%	14,538	14,538	300,000
12/31/99	-3.40%	16,173	16,173	300,000
12/31/00	-2.17%	18,021	18,021	300,000
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	9.08%	3,309	2,896	300,000
12/31/96	12.76%	6,653	6,090	300,000
12/31/97	23.41%	10,880	10,467	300,000
12/31/98	25.48%	16,138	16,138	300,000
12/31/99	19.13%	21,938	21,938	300,000
12/31/00	5.28%	25,462	25,462	300,000
Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	16.19%	3,514	3,102	300,000
12/31/95	27.28%	7,740	7,177	300,000
12/31/96	7.33%	10,624	10,212	300,000
12/31/97	12.29%	14,116	14,116	300,000
12/31/98	33.33%	21,923	21,923	300,000
12/31/99	1.22%	24,450	24,450	300,000
12/31/00	-31.78%	18,025	18,025	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			68

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			Annual Premium $3,750
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.58%	3,122	2,709	300,000
12/31/95	29.92%	7,388	6,826	300,000
12/31/96	17.73%	11,241	10,828	300,000
12/31/97	21.84%	16,096	16,096	300,000
12/31/98	34.71%	24,808	24,808	300,000
12/31/99	42.50%	38,683	38,683	300,000
12/31/00	-14.75%	34,702	34,702	300,000
Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	23.15%	3,716	3,303	300,000
12/31/96	34.07%	8,409	7,847	300,000
12/31/97	17.22%	12,382	11,969	300,000
12/31/98	16.14%	16,643	16,643	300,000
12/31/99	78.93%	34,081	34,081	300,000
12/31/00	-16.14%	30,342	30,342	300,000
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	1.47%	3,090	2,677	300,000
12/31/95	27.25%	7,201	6,638	300,000
12/31/96	28.21%	12,001	11,589	300,000
12/31/97	20.90%	16,883	16,883	300,000
12/31/98	27.13%	24,383	24,383	300,000
12/31/99	62.98%	43,618	43,618	300,000
12/31/00	-15.99%	38,319	38,319	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			69

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			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%	3,906	3,494	300,000
12/31/92	9.54%	7,120	6,557	300,000
12/31/93	6.79%	9,913	9,501	300,000
12/31/94	-4.99%	11,215	11,215	300,000
12/31/95	31.73%	17,852	17,852	300,000
12/31/96	9.14%	21,972	21,972	300,000
12/31/97	29.01%	31,266	31,266	300,000
12/31/98	15.53%	38,587	38,587	300,000
12/31/99	50.40%	61,272	61,272	300,000
12/31/00	-11.66%	55,671	55,671	300,000
Neuberger Berman Limited Maturity Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	11.34%	3,374	2,962	300,000
12/31/92	5.18%	6,290	5,727	300,000
12/31/93	6.63%	9,018	8,606	300,000
12/31/94	-0.15%	10,916	10,916	300,000
12/31/95	10.94%	14,637	14,637	300,000
12/31/96	4.31%	17,645	17,645	300,000
12/31/97	6.74%	21,194	21,194	300,000
12/31/98	4.39%	24,350	24,350	300,000
12/31/99	1.48%	26,781	26,781	300,000
12/31/00	6.78%	30,696	30,696	300,000
Neuberger Berman Partners Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	36.47%	4,102	3,690	300,000
12/31/96	29.57%	8,632	8,069	300,000
12/31/97	31.25%	14,153	13,741	300,000
12/31/98	4.21%	16,730	16,730	300,000
12/31/99	7.37%	20,363	20,363	300,000
12/31/00	0.70%	22,759	22,759	300,000
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

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			70

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			Annual Premium $3,750
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
Pilgrim SmallCap Opportunities Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	21.39%	3,665	3,252	300,000
12/31/96	13.61%	7,103	6,540	300,000
12/31/97	15.81%	10,729	10,316	300,000
12/31/98	17.30%	14,885	14,885	300,000
12/31/99	141.03%	41,878	41,878	300,000
12/31/00	1.09%	44,501	44,501	300,000
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%	3,089	2,677	300,000
12/31/00	7.92%	6,142	5,579	300,000
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%	5,052	4,640	300,000
12/31/00	-26.20%	5,723	5,160	300,000
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%	3,753	3,341	300,000
Putnam VT Voyager Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	58.01%	4,729	4,316	300,000
12/31/00	-16.54%	6,168	5,605	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			71

HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $300,000			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%	3,578	3,166	300,000
12/31/92	-5.25%	5,883	5,320	300,000
12/31/93	7.79%	8,680	8,267	300,000
12/31/94	-1.32%	10,452	10,452	300,000
12/31/95	17.30%	14,959	14,959	300,000
12/31/96	2.53%	17,665	17,665	300,000
12/31/97	2.38%	20,332	20,332	300,000
12/31/98	12.75%	25,369	25,369	300,000
12/31/99	-7.82%	25,218	25,218	300,000
12/31/00	1.88%	27,677	27,677	300,000
Van Eck Worldwide Emerging Markets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	26.82%	3,822	3,410	300,000
12/31/97	-11.61%	5,720	5,157	300,000
12/31/98	-34.15%	5,220	4,808	300,000
12/31/99	100.28%	14,742	14,742	300,000
12/31/00	-41.87%	9,707	9,707	300,000
Van Eck Worldwide Hard Assets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/91	-2.93%	2,963	2,550	300,000
12/31/92	-4.09%	5,365	4,803	300,000
12/31/93	64.83%	12,426	12,014	300,000
12/31/94	-4.78%	13,620	13,620	300,000
12/31/95	10.99%	17,630	17,630	300,000
12/31/96	18.04%	23,536	23,536	300,000
12/31/97	-1.67%	25,257	25,257	300,000
12/31/98	-30.93%	18,764	18,764	300,000
12/31/99	21.00%	25,295	25,295	300,000
12/31/00	11.41%	30,402	30,402	300,000
Van Eck Worldwide Real Estate Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-11.35%	2,721	2,309	300,000
12/31/99	-2.01%	5,241	4,678	300,000
12/31/00	18.71%	8,799	8,387	300,000

The assumptions underlying these values are described in Performance Information, page 63.

* These annual total return figures reflect the investment 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.

Strategic Investor   			72

PART II

UNDERTAKING TO FILE REPORTS

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

UNDERTAKING REGARDING INDEMNIFICATION

Security Life of Denver's (the "corporation") Certificate of Incorporation and bylaws provide that the corporation shall have every power and duty of indemnification of directors, officers, employees and agents, without limitation, provided by the laws of the state of Colorado. Under Colorado law, the corporation has the power to indemnify such persons against expense, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, if such person acted in good faith and in a manner which that person reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of actions by or in the right of the corporation, such indemnification cannot be made where such person is adjudged liable to the corporation, except pursuant to a court order. The corporation is required to indemnify directors, officers, employees and agents against expenses actually and reasonably incurred in connection with actions where such persons have been successful on the merits or otherwise in defense of such actions.

Consistent with applicable law, the corporation's bylaws provide as follows:

Section 1. Non-Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary of the corporation or is or was serving at the request of the corporation (whether or not as a representative of the corporation) as a director, officer, employee, (for example, acting in a fiduciary capacity for welfare benefit plans including but not limited to Employees' Retirement Plan, Savings Incentive Plan, Group Medical Plan, Prescription Drug Program, Group Term Life Insurance, Group Dental Plan, Travel Accident Plan or Deferred Compensation Plan, et al.), or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to in the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of Itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the corporation and, with respect to any original criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Derivative Actions. The corporation shall indemnify any person who was or is a party or is a party to or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary of the corporation or is or was serving at the request of the corporation (whether or not as a representative of the corporation) as a director, officer, employee, (for example, acting in a fiduciary capacity for welfare benefit plans including but not limited to Employees' Retirement Plan, Savings Incentive Plan, Group Medical Plan, Prescription Drug Program, Group Term Life Insurance, Group Dental Plan, Travel Accident Plan or Deferred Compensation Plan, et al.), or fiduciary of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed, to be in the best interests or the corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view or all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

Section 3. Expenses. To the extent that a director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary of the corporation shall be successful on the merits in defense of any action, suit, or proceeding referred to in Section 1 or Section 2 of this Article VIII or in defense of any claim, issue, or matter therein, he shall be indemnified by the corporation against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

Section 4. Authorization. Any indemnification under Section 1 or Section 2 of this Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or, if such a quorum is not obtainable or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the Stockholder.

Section 5. Advance Payment of Expenses. Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized in Section 4 Of this Article VIII upon receipt of an undertaking by or on behalf of the director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article VIII.

Section 6. Non-Exclusivity and Continuance. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under the Articles of Incorporation, any agreement, insurance policy, vote of the Stockholder or disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office. Any indemnity otherwise payable under this Article VIII on account of any specific loss or expense shall be reduced by the amount of any insurance proceeds paid or payable to the person to be indemnified on account of the same loss or expense if such insurance is provided by the corporation or any of its affiliates. The indemnification provided by this Article VIII shall continue as to a person who has ceased to be a director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary with regard to acts or omissions of such person occurring or alleged to have occurred while the person was so engaged, and shall inure to the benefit of heirs, executors, and administrators of such a person.

Section 7. Application of this Article. The provisions of this Article VIII shall apply to all actions, suits or proceedings described in Section 1 or Section 2 arising or alleged to arise out of any acts or omissions on the part of any person referred to in Section 1 or Section 2 occurring or alleged to occur prior to the adoption of this Article VIII or at any time while it remains in force.

Section 8. Exclusions. No indemnification is provided under this Article VIII for unsalaried persons under contract with the corporation in sales-capacities such as General Agents, Agents and Brokers. Except as expressly provided in this Article VIII, no indemnity is provided for persons performing services to the corporation as independent contractors.

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

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 prospectus.
	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). [to be filed by amendment]
	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.3
	(2)	Not Applicable.
	(3)	(a)	Security Life of Denver Distribution Agreement.3
			(i)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.5
			(ii)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.4
			(iii)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.10
			(iv)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.11
		(b)	Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedules. 2
			(i)	Compensation Schedule. [to be filed by amendment]
		(c)	Commission Schedule for Policies. [to be filed by amendment]
		(d)	Specimen Master Sales and Supervisory Agreement with Compensation Schedule.8
	(4)	Not Applicable.
	(5)	(a)	Specimen Variable Universal Life Insurance Policy (Form No. 2513 (VUL)-1/02).
		(b)	Adjustable Term Insurance Rider (Form No. R2023-1/02).
		(c)	Waiver of Cost of Insurance Rider (Form No. R-1505).4
		(d)	Waiver of Specified Premium Total Disability Rider (Form No. R-1506).4
	(6)	(a)	Security Life of Denver's Restated Articles of Incorporation.3
		(b-g)Amendments to Articles of Incorporation through June 12, 1987.3
		(h)	Security Life of Denver's By-Laws.3
			(i)	Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997).1
	(7)	Not Applicable.
	(8)	(a)	Addendum to Sales Agreement.3
			(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. 2
			(ii)	Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company. 3
			(iii)	Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company. 3
			(iv)	Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 3
			(v)	Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 3
			(vi)	Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company. 3
			(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. 3
			(viii)	Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.10
			(ix)	Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.11
			(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.11
			(xi)	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. 2
			(ii)	Second Amendment to Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation. 2
			(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. 2
			(iv)	First Amendment to Participation Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company. 3
			(v)	First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 3
			(vi)	Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 3
			(vii)	First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 3
			(viii)	Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 3
			(ix)	First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. 3
			(x)	Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.4
			(xi)	Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.4
			(xii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.1
			(xiii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.1
			(xiv)	Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.1
			(xv)	Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.3
			(xvi)	Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.3
			(xvii)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.3
			(xviii)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.3
			(xix)	Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.7
			(xx)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.7
			(xxi)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.7
			(xxii)	Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.7
			(xxiii)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(xxiv)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.9
			(xxv)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.9
			(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.9
			(xxvii)	Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company.9
			(xxviii)	Amendment to Janus Aspen Series Fund Participation Agreement.10
			(xxix)	Amendment No. 5 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.10
			(xxx)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.10
			(xxxi)	Sixth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.10
			(xxxii)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.11
			(xxxiii)	Ninth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.11
			(xxxiv)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.11
			(xxxv)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxxvi)	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.11
			(xxxviii)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.11
		(c)	(i)	Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company.3
			(ii)	Expense Allocation Agreement between A I M Advisors, Inc., A I M Distributors, Inc. and Security Life of Denver.4
			(iii)	Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company.4
			(iv)	Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company.4
			(v)	Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company.4
			(vi)	Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver.4
			(vii)	Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company.9
			(viii)	Administrative and Shareholder Service Agreement between Directed Services, Inc. and Security Life of Denver Insurance Company.11
			(ix)	Form of Administrative and Shareholder Service Agreement between ING Pilgrim Investments, LLC and Security Life of Denver Insurance Company.11
		(d)	Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation. 3
		(e)	Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation. 3
	(9)	Not Applicable.
	(10)	Specimen Application for Life Insurance Fixed and Variable Products (Form No. 110945).
		(a)	Investment Feature Selection Form (Form No. V-166-00 Rev. 5/1/01). 7
	(11)	Issuance, Transfer and Redemption Procedures Memorandum. [to be filed by amendment]
2.	Opinion and Consent of J. Neil McMurdie 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. [to be filed by amendment]
B	Consent of Sutherland Asbill & Brennan LLP. [to be filed by amendment]
8.	Not Applicable.
10.	Powers of Attorney.

_______________

1	Incorporated herein by reference to Post-Effective Amendment No. 3 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. 33-88148).
2	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 February 18, 1998 (File No. 33-88148).
3	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 April 17, 1998 (File No. 33-88148).
4	Incorporated herein by reference to 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).
5	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 29, 1999 (File No. 33-74190).
6	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).
7	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).
8	Incorporated herein by reference to the Post-Effective Amendment No. 8 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. 33-88148).
9	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).
10	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).
11	Incorporated herein by reference to the Post-Effective Amendment No. 14 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 19, 2001 (File No. 33-74190).
12	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 April 19, 2001 (File No. 333-50278).

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, have duly caused this 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 14h day of November, 2001.

                                                  SECURITY LIFE OF DENVER INSURANCE COMPANY
                                                  (Depositor)

                                                  BY: /s/ James L. Livingston, Jr.
                                                       James L. Livingston, Jr.
                                                       Executive Vice President

(Seal)

ATTEST:

/s/ Eric G. Banta
Eric G. Banta

                                                  SECURITY LIFE SEPARATE ACCOUNT L1
                                                  (Registrant)

                                                  BY: /s/ James L. Livingston, Jr.
                                                       James L. Livingston, Jr.
                                                       Executive Vice President

(Seal)

ATTEST:

/s/ Eric G. Banta
Eric G. Banta

Pursuant to the requirements of the Securities Act of 1933, this 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

/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/ P. Randall Lowery*
P. Randall Lowery

BY: /s/ J. Neil McMurdie
       J. Neil McMurdie
      Attorney-in-Fact
      November 14, 2001

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.A(5)(a)	Specimen Variable Universal Life Insurance Policy (Form No. 2513 (VUL)-1/02).
1.A(5)(b)	Adjustable Term Insurance Rider (Form No. R2023-1/02).
1.A(8)(a)(xi)	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)(xxxv)	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)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(10)	Specimen Application for Life Insurance Fixed and Variable Products (Form No. 110945).
2.	Opinion and Consent of J. Neil McMurdie as to securities being registered.
6.A	Opinion and Consent of James L. Livingston, Jr.
10.	Powers of Attorney

EX-1.A(5)(A)

Exhibit 1.A(5)(a)

SECURITY LIFE OF DENVER INSURANCE COMPANY
A Stock Company

INSURED:	JOHN DOE
POLICY DATE:	JANUARY 10, 2002
POLICY NUMBER:	67000001

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 rights and benefits of the policy. These agreements are subject to the provisions of the policy.

Please Read Your Policy Carefully

RIGHT TO EXAMINE PERIOD. You have the right to examine and return this policy. You may return it by mail or other delivery to the agent who sold it to you or to our Home Office within 10 days after you receive it. It will then be void from the beginning. Upon return of the policy, we will refund all premiums paid. If this policy is a replacement policy as defined by state law where this policy is delivered, you have the right to examine and return this policy within 20 days and we will refund all premiums paid.

This policy is signed for Security Life of Denver Insurance Company by

President	Secretary

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.
This is a NON-PARTICIPATING policy.

Death benefits and other values provided by this contract, when based on the investment experience of the Separate Account, are variable. These values may increase or decrease, based on investment experience of the divisions of the Separate Account and are not guaranteed as to a 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 birth date.

SECURITY LIFE OF DENVER INSURANCE COMPANY
Customer Service Center
P.O. Box 173888
Denver, Colorado 80217

V00025130001

2513(VUL)-1/02

TABLE OF CONTENTS

SCHEDULE			4
DEFINITIONS			5
INSURANCE COVERAGE PROVISIONS			6
	POLICY DATE		6
	BASE DEATH BENEFIT		6
	CHANGE IN REQUESTED INSURANCE COVERAGE		6
		Requested Increases in Coverage	7
		Requested Decreases in Coverage	7
		Death Benefit Option Changes	7
	CONTINUATION OF COVERAGE BEYOND AGE 100		8
	PAYOUT OF PROCEEDS		8
PREMIUM PROVISIONS			9
	SCHEDULED PREMIUMS		9
	UNSCHEDULED PREMIUMS		9
	PREMIUM LIMITATION		9
	FAILURE TO PAY PREMIUM		9
	INITIAL PREMIUM ALLOCATION		9
	SUBSEQUENT PREMIUM ALLOCATIONS		10
	CHANGES TO PREMIUM ALLOCATIONS		10
SEPARATE ACCOUNT PROVISIONS			10
	THE SEPARATE ACCOUNT		10
	SEPARATE ACCOUNT DIVISIONS		11
	CHANGES WITHIN THE SEPARATE ACCOUNT		11
GENERAL ACCOUNT PROVISIONS			12
	THE GENERAL ACCOUNT		12
	GUARANTEED INTEREST DIVISION		12
	LOAN DIVISION		12
TRANSFER PROVISIONS			12
ACCOUNT VALUE PROVISIONS			12
	ACCOUNT VALUES ON THE INVESTMENT DATE		13
	ACCUMULATION UNIT VALUE		13
	ACCUMULATION EXPERIENCE FACTOR		13
	ACCOUNT VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT		13
	ACCOUNT VALUE OF THE GUARANTEED INTEREST DIVISION		14
	ACCOUNT VALUE OF THE LOAN DIVISION		14
DEDUCTIONS			14
	MONTHLY DEDUCTION		14
	COST OF INSURANCE		15

V00025130002

2

2513(VUL)-1/02

LOAN PROVISIONS		15
	POLICY LOANS	15
	LOAN INTEREST	16
	LOAN DIVISION	16
PARTIAL WITHDRAWAL PROVISIONS		16
SURRENDER PROVISIONS		17
	BASIS OF COMPUTATIONS	17
	FULL SURRENDERS	17
GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS		18
	GRACE PERIOD	18
	TERMINATION	18
	REINSTATEMENT	18
	DEFERRAL OF PAYMENT	19
GENERAL POLICY PROVISIONS		19
	THE POLICY	19
	CONTRACT CHANGES	19
	AGE	19
	PROCEDURES	20
	OWNERSHIP	20
	BENEFICIARIES	20
	CHANGE RIGHT	20
	COLLATERAL ASSIGNMENT	20
	INCONTESTABILITY	21
	MISSTATEMENT OF AGE OR GENDER	21
	SUICIDE EXCLUSION	21
	PERIODIC REPORTS	21
	ILLUSTRATION OF BENEFITS AND VALUES	21
	NONPARTICIPATING	21
	CUSTOMER SERVICE CENTER	22
PAYOUTS OTHER THAN AS ONE SUM		22
	ELECTION	22
	PAYOUT OPTIONS	23
	CHANGE AND WITHDRAWAL	23
	EXCESS INTEREST	23
	MINIMUM AMOUNTS	23
	SUPPLEMENTARY POLICY	23
	INCOME PROTECTION	23
	DEATH OF PRIMARY PAYEE	23
	PAYMENTS OTHER THAN MONTHLY	24
SETTLEMENT OPTION TABLES		25

Any supplementary amendments, endorsements or riders and a copy of the application follow the final policy provisions and are to be considered part of the Policy.

V00025130003

3

2513(VUL)-1/02

SCHEDULE

POLICY NUMBER	67000001
POLICY DATE	JANUARY 10, 2002
INSURED	JOHN Q. DOE
AGE/GENDER	35 MALE
PREMIUM CLASS:	STANDARD NONSMOKER
RATING FACTOR:	1.00
EXTRA PREMIUM PER MONTH PER $1,000	$XX.XX for X months
INITIAL STATED DEATH BENEFIT	[$100,000]
[ADJUSTABLE TERM INSURANCE	[$150,000*]
DEATH BENEFIT]
[TARGET DEATH BENEFIT]	[$250,000**]
ADDITIONAL BENEFITS AND RIDERS:
WAIVER OF SPECIFIED PREMIUM RIDER	$55.00/month
(OR WAIVER OF COST OF INSURANCE RIDER)
DEATH BENEFIT OPTION	1
MONTHLY PROCESSING DATE	10th
SCHEDULED PREMIUM	$2000.00, ANNUAL
DEFINITION OF LIFE INSURANCE TEST	GUIDELINE PREMIUM TEST

Coverage will expire prior to the policy anniversary nearest the insured's 100^th birth date 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 and the investment experience of the divisions of the Separate Account.

See the Definition section of your policy for a definition of Minimum Death Benefit. The minimum death benefit must be at least $100,000.00 or $50,000.00 for Guaranteed Issue.

*This amount is the amount of adjustable term death benefit on the policy date. This death benefit will vary from time to time and may depend on your account value. See the rider and policy for details.

**This amount is the target death benefit on the policy date. It may change at the beginning of each policy year. See the Schedule and rider for details.

CUSTOMER SERVICE CENTER:	P.O. Box 173788, Denver, Colorado 80217
	Toll Free Number 1-800-848-6362

V00025130004

4

2513(VUL)-1/02

SCHEDULE (Continued)

SEGMENT BENEFIT PROFILE

Description	Segment Stated Death Benefit Amount	Segment Effective Date	Segment Target Premium
Segment #1	$100,000	01/10/02	$800.00

ADDITIONAL BENEFITS AND RIDERS
Adjustable Term Insurance Rider premium class or rating is the same as Segment #1
Waiver of Cost of Insurance Rider (or Waiver of Specified Premium Rider) premium class or rating
is x.xx times standard.

A segment is a block of death benefit coverage. The stated death benefit shown on the schedule page at issue is Segment #1. Additional segments may be added to the policy after issue to increase the death benefit. Each individual segment added to the policy has its own cost of insurance charges as shown in the Schedule. This is further defined in the Definition of Terms section of your policy.

V00025130004A

4A

2513(VUL)-1/02

SCHEDULE (Continued)

EXPENSE CHARGES

A.	Premium Expense Charges. This charge is a percent of all premiums. The Premium Expense Charge will equal the sum of the tax charge and the sales charge. See the Net Premium provision for details.
	1. Tax Charge:	4.0% of each premium.
	We reserve the right to increase or decrease the tax charge due to any change in tax law. We further reserve the right to increase or decrease the tax charge for the federal income tax treatment of deferred acquisition costs due to any change in the cost to us.
	2. Sales Charge:	The sales charge is 11.0% each year in segment years 1 through 10, up to the segment target premium. There is no sales charge on premium above the segment target premium.
B.	Guaranteed Maximum Monthly Expense Charges
	1. Per Policy Charge:	$13 per policy month in years 1-3. $3 per policy month in years 4 and thereafter.
	2. Monthly Administrative Expense Charge:	$[0.043] per thousand of stated death benefit (or target death benefit, if greater), for years 1-5 and $0.010 thereafter. This charge applies to the first $5,000,000 of death benefit.
	3. Monthly Mortality and Expense Risk Charge:	See table below.

Account Value Levels	Policy Year 1	Policy Years 2- 10	Policy Years 11 and Thereafter
Less than $25,000	.0625%	.0625%	.0250%
$25,000 to $250,000	.0625%	.0583%	.0167%
Greater than $250,000	.0625%	.0542%	.0083%

This charge is multiplied by the net account value held in the Separate Account and is deducted each policy month. This charge is assessed at each account value level shown in the table above. For example, assume the amount of account value in the Separate Account is $400,000. The monthly mortality and expense risk charge in policy year three will be: .0625% x $25,000 plus .0583% x $225,000 plus .0542% x $150,000.

V0002513004B

4B

2513(VUL)-1/02

SCHEDULE (Continued)

POLICYHOLDER TRANSACTION CHARGES
	Policy Illustrations	$25 for each illustration after the 1st in a policy year.
	Partial Withdrawal Service Fee	See below.
POLICY LOANS
	Policy Loan Interest Rate	3.75% per year in years 1-10. (3.15% per year in years 11 and thereafter.)
	Guaranteed Interest Rate Credited to Loan Division	3.00% per year.
	Minimum Loan Amount	$100
	Maximum Loan Amount	See 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	Lesser of $25 or 2% of the withdrawal amount for each withdrawal in a policy year
	Limit on Partial Withdrawals	Twelve (12) in a policy year.
GUARANTEED INTEREST DIVISION
	Guaranteed Minimum Interest Rate    for Guaranteed Interest Division	3.00% per year

V0002513004C

4C

2513(VUL)-1/02

SCHEDULE ( Continued)

The policy's base death benefit at any time will be at least equal to the account value plus the refund of sales charge, if any, times the appropriate factor from this table.

DEFINITION OF LIFE INSURANCE
GUIDELINE PREMIUM TEST/CASH VALUE CORRIDOR TEST
DEATH BENEFIT FACTORS

Insured's Attained Age	Factor	Insured's Attained Age	Factor
0-40	2.50
41	2.43	71	1.13
42	2.36	72	1.11
43	2.29	73	1.09
44	2.22	74	1.07
45	2.15	75	1.05
46	2.09	76	1.05
47	2.03	77	1.05
48	1.97	78	1.05
49	1.91	79	1.05
50	1.85	80	1.05
51	1.78	81	1.05
52	1.71	82	1.05
53	1.64	83	1.05
54	1.57	84	1.05
55	1.50	85	1.05
56	1.46	86	1.05
57	1.42	87	1.05
58	1.38	88	1.05
59	1.34	89	1.05
60	1.30	90	1.05
61	1.28	91	1.04
62	1.26	92	1.03
63	1.24	93	1.02
64	1.22	94	1.01
65	1.20	95	1.00
66	1.19	96	1.00
67	1.18	97	1.00
68	1.17	98	1.00
69	1.16	99	1.00
70	1.15	100 and older	1.00

VGL02513004D

4D

2513(VUL)-1/02

SCHEDULE ( Continued)

TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1000 of Net Amount at Risk
(These rates apply to the Base Policy.)

Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate
0	0.34845	34	0.16669	68	2.77350
1	0.08917	35	0.17586	69	3.02328
2	0.08251	36	0.18670	70	3.30338
3	0.08167	37	0.20004	71	3.62140
4	0.07917	38	0.21505	72	3.98666
5	0.07501	39	0.23255	73	4.40599
6	0.07167	40	0.25173	74	4.87280
7	0.06667	41	0.27424	75	5.37793
8	0.06334	42	0.29675	76	5.91225
9	0.06167	43	0.32260	77	6.46824
10	0.06084	44	0.34929	78	7.04089
11	0.06417	45	0.37931	79	7.64551
12	0.07084	46	0.41017	80	8.30507
13	0.08251	47	0.44353	81	9.03761
14	0.09584	48	0.47856	82	9.86724
15	0.11085	49	0.51777	83	10.80381
16	0.12585	50	0.55948	84	11.82571
17	0.13919	51	0.60870	85	12.91039
18	0.14836	52	0.66377	86	14.03509
19	0.15502	53	0.72636	87	15.18978
20	0.15836	54	0.79730	88	16.36948
21	0.15919	55	0.87326	89	17.57781
22	0.15752	56	0.95591	90	18.82881
23	0.15502	57	1.04192	91	20.14619
24	0.15169	58	1.13378	92	21.57655
25	0.14752	59	1.23235	93	23.20196
26	0.14419	60	1.34180	94	25.28174
27	0.14252	61	1.46381	95	28.27411
28	0.14169	62	1.60173	96	33.10676
29	0.14252	63	1.75809	97	41.68475
30	0.14419	64	1.93206	98	58.01259
31	0.14836	65	2.12283	99	83.33333
32	0.15252	66	2.32623
33	0.15919	67	2.54312

The rates shown above are for a standard premium class. If the policy is based on a special premium class (other than standard), the maximum cost of insurance rates will be adjusted using the rating factor shown in the Segment Benefit Profile of the Schedule for the special premium class. If the premium 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 Schedule. If the special premium class is a flat amount per $1,000, the maximum cost of insurance will be determined by adding the extra premium per month per $1,000 shown in the Schedule to the rate per $1,000 for the standard rate shown above. The rates shown above are based on the 1980 U.S. Commissioner's Standard Ordinary, Sex Distinct, Smoker Composite Mortality Table, age nearest birthday.

VM002513005E

4E

2513(VUL)-1/02

SCHEDULE ( Continued)

TABLE OF GUARANTEED RATES-Segment #1
Guaranteed Maximum Cost of Insurance Rates Per $1000 of Net Amount at Risk
(These rates apply to the Adjustable Term Insurance Rider.)

Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate	Attained Age	Monthly Cost of Insurance Rate
0	0.43602	34	0.20838	68	3.46950
1	0.11168	35	0.22005	69	3.78175
2	0.10334	36	0.23339	70	4.13284
3	0.10251	37	0.25006	71	4.53127
4	0.09918	38	0.26924	72	4.98809
5	0.09418	39	0.29092	73	5.51357
6	0.09001	40	0.31510	74	6.09863
7	0.08334	41	0.34262	75	6.73168
8	0.07917	42	0.37097	76	7.40104
9	0.07751	43	0.40350	77	8.09839
10	0.07584	44	0.43686	78	8.81706
11	0.08001	45	0.47439	79	9.57498
12	0.08834	46	0.51276	80	10.40294
13	0.10334	47	0.55447	81	11.32260
14	0.12001	48	0.59869	82	12.36434
15	0.13835	49	0.64709	83	13.54176
16	0.15752	50	0.69966	84	14.82576
17	0.17420	51	0.76141	85	16.19045
18	0.18587	52	0.82985	86	17.60542
19	0.19420	53	0.90832	87	19.05982
20	0.19837	54	0.99683	88	20.54615
21	0.19921	55	1.09202	89	22.06903
22	0.19671	56	1.19559	90	23.64710
23	0.19420	57	1.30253	91	25.31065
24	0.19004	58	1.41784	92	27.11674
25	0.18420	59	1.54070	93	29.17188
26	0.18003	60	1.67781	94	31.80363
27	0.17837	61	1.83085	95	35.59424
28	0.17753	62	2.00317	96	41.72906
29	0.17837	63	2.19899	97	52.65466
30	0.18003	64	2.41666	98	73.58341
31	0.18587	65	2.65537	99	83.33333
32	0.19087	66	2.90927
33	0.19921	67	3.18092

The rates shown above are for a standard premium class. If the policy is based on a special premium class (other than standard), the maximum cost of insurance rates will be adjusted using the rating factor shown in the Segment Benefit Profile of the Schedule for the special premium class. If the premium 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 Schedule. If the special premium class is a flat amount per $1,000, the maximum cost of insurance will be determined by adding the extra premium per month per $1,000 shown in the Schedule to the rate per $1,000 for the standard rate shown above. The rates shown above are based on the 1980 U.S. Commissioner's Standard Ordinary, Sex Distinct, Smoker Composite Mortality Table, age nearest birthday.

VMATR2513005G

2513(VUL)-1/02

ADJUSTABLE TERM INSURANCE RIDER SCHEDULE
TABLE OF TARGET DEATH BENEFITS

POLICY YEAR	TARGET DEATH BENEFIT	POLICY YEAR	TARGET DEATH BENEFIT
1	250,000.00	44	500,000.00
2	250,000.00	45	500,000.00
3	250,000.00	46	500,000.00
4	250,000.00	47	500,000.00
5	250,000.00	48	500,000.00
6	250,000.00	49	500,000.00
7	250,000.00	50	500,000.00
8	250,000.00	51	500,000.00
9	250,000.00	52	500,000.00
10	250,000.00	53	500,000.00
11	250,000.00	54	500,000.00
12	250,000.00	55	500,000.00
13	250,000.00	56	500,000.00
14	250,000.00	57	500,000.00
15	250,000.00	58	500,000.00
16	250,000.00	59	500,000.00
17	250,000.00	60	500,000.00
18	250,000.00	61	500,000.00
19	250,000.00	62	500,000.00
20	250,000.00	63	500,000.00
21	500,000.00	64	500,000.00
22	500,000.00	65	500,000.00
23	500,000.00	66	500,000.00
24	500,000.00	67	500,000.00
25	500,000.00	68	500,000.00
26	500,000.00	69	500,000.00
27	500,000.00	70	500,000.00
28	500,000.00	71	500,000.00
29	500,000.00	72	500,000.00
30	500,000.00	73	500,000.00
31	500,000.00	74	500,000.00
32	500,000.00	75	500,000.00
33	500,000.00	76	500,000.00
34	500,000.00	77	500,000.00
35	500,000.00	78	500,000.00
36	500,000.00	79	500,000.00
37	500,000.00	80	500,000.00
38	500,000.00	81	500,000.00
39	500,000.00	82	500,000.00
40	500,000.00	83	500,000.00
41	500,000.00	84	500,000.00
42	500,000.00	85	500,000.00
43	500,000.00

REFER TO YOUR RIDER FOR MORE INFORMATION.

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2513(VUL)-1/02

DEFINITIONS

Account value: The sum of the amounts allocated to the divisions of the Separate Account and to the Guaranteed Interest Division, as well as any amount set aside in the Loan Division.

Accumulation unit: A unit of measurement used to calculate the account value in each division of the Separate Account.

Accumulation unit value: The value of the accumulation units of each division of the Separate Account. The accumulation unit value is determined as of each valuation date.

Age: The policy is issued at the age shown in the Schedule. The issue age is the age nearest birthday on the policy date.

Base death benefit: The base death benefit depends on the death benefit option you choose. This is defined in the Base Death Benefit provision of the policy.

Cash surrender value: Cash surrender value on any valuation date is the account value plus the refund of sales charge, if any.

Customer Service Center: The Security Life Customer Service Center is the company's office at P.O. Box 173788, Denver, CO 80217. For overnight delivery, the address is 1290 Broadway, Denver, CO 80203-5699.

Divisions of the Separate Account: The investment divisions available in the Separate Account, each of which invests in a corresponding mutual fund.

General Account: The account containing all of our assets other than those held in a separate account.

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.

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 5 days plus the right to examine period.

Investment date: The first date we apply your net premium payment to your policy. We will allocate the initial net premium to your policy at the end of the valuation period during which the latest of the following requirements is satisfied:
     1) we receive the amount of premium required for coverage to begin under the policy; and
     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.

Minimum death benefit: The minimum death benefit is the stated death benefit if there is no Adjustable Term Insurance Rider attached to your policy. If there is an Adjustable Term Insurance Rider attached to your policy, the minimum death benefit is the target death benefit. The minimum death benefit is shown on the Schedule.

V00025130005

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2513(VUL)-1/02

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 date on which the initial net premium is allocated to your policy, if later. Subsequent monthly processing dates will be the same date as the policy date each month thereafter. If that date is not a valuation date, monthly processing will use the next calculated accumulation unit value.

Net account value: The amount of the account value minus any policy loan including accrued but unpaid loan interest.

Net cash surrender value: The amount of the cash surrender value minus any policy loan including accrued but unpaid loan interest.

Net premium: The premium amount paid minus the premium expense charges shown in the Schedule. These charges are deducted from each premium before the premium is applied to your account value.

Partial withdrawal: The withdrawal of a portion of your net cash surrender value from the policy. The partial withdrawal 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 number of days after delivery during which you have the right to examine your policy and return it for a refund. See the cover page for a description of your right to examine period.

Scheduled premium: The premium amount that 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 monthly, quarterly, semiannual, or annually, 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: A segment is a block of death benefit coverage. The stated death benefit shown on the Segment Benefit Profile of the Schedule is the initial segment, or Segment #1. Each increase in the stated death benefit (other than due to an option change) is a new segment. Each new segment will be shown separately on the Segment 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 new segment may be subject to a new sales charge, new cost of insurance charges and new incontestability and suicide exclusion periods.

Segment premium: The actual premium received allocated to existing segments. Premium is allocated in the same proportion that the segment target premium bears to the sum of all segment target premium. If there is only one segment target premium, the entire premium is allocated to the segment. Segment target premium is shown in the Schedule. As each segment has unique segment years, each segment premium is associated with a segment year.

Separate Account: The Separate 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 our other assets.

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).

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2513(VUL)-1/02

Target death benefit: The target death benefit is the stated death benefit plus the amount of Adjustable Term Insurance Rider benefit, if any, attached to your policy. Refer to your rider for more information.

Valuation date: Each date as of which the net asset value of the shares of the underlying mutual funds and unit values of the corresponding divisions of the Separate Account are determined. Except for days that a division's corresponding portfolio does not value its shares, a valuation date is any day:
(a) The New York Stock Exchange (NYSE) is open for trading and on which Security Life's Customer Service Center is open for business; or
(b) 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.

V0002513005B

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2513(VUL)-1/02

INSURANCE COVERAGE PROVISIONS

POLICY DATE

The policy date shown in the Schedule is the effective date for all coverage provided in the original application. 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.

BASE DEATH BENEFIT

The base death benefit will be determined, at any time, as follows:

Option 1: Under Option 1, the base death benefit is the greater of:
   (a) The stated death benefit; or
   (b) The account value plus the refund of sales charge, if any, multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

Option 2: Under Option 2, the base death benefit is the greater of:
   (a) The stated death benefit plus the account value; or
   (b) The account value plus the refund of sales charge, if any, multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

Option 3: Under Option 3, the base death benefit is the greater of:
   (a) The stated death benefit plus premiums paid less partial withdrawals, or
   (b) The account value, plus the refund of sales charge, if any, multiplied by the appropriate factor from the Death Benefit 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 to maintain this tax qualification. 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 processing date 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 and the new target premium.

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Requested Increases in Coverage

Subject to our limits, you may request an increase in the stated death benefit through attained age 85. An increase will become effective as of the monthly processing date 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 the applicable premium class 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 charge which will be deducted from the premium allocated to the new segment. The new segment may also be subject to new monthly expense 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. We will limit the decrease such that, immediately after the requested decrease, the stated death benefit is at least the minimum amount we require to issue this policy. The minimum amount is shown in the Schedule.

A decrease will be effective as of the monthly processing date 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.

Death Benefit Option Changes

Beginning with the first monthly processing date and ending with the policy anniversary nearest the insured's 100^th birth date, you may request to change the death benefit option. This change will be effective as of the next monthly processing date following approval. A death benefit option change applies to the entire stated death benefit. 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. Death benefit option changes from Option 1 to Option 3, from Option 2 to Option 3 and from Option 3 to Option 2 are not allowed. After the effective date of the change, the stated death benefit will be changed according to the following table:

OPTION CHANGE
FROM	TO	STATED DEATH BENEFIT FOLLOWING THE OPTION 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.
Option 3	Option 1	Stated death benefit prior to such change plus the sum of all the premiums paid minus all partial withdrawals taken prior to the effective date of the change.

To determine the segment stated death benefit after an option change, 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.

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CONTINUATION OF COVERAGE BEYOND AGE 100

If the policy is in force on the policy anniversary nearest the insured's 100^th birth date, the policy will continue pursuant to the terms of the policy. On this date, the following will occur:

(a)	If there is no Adjustable Term Insurance Rider on the policy, the stated death benefit for the policy remains unchanged as of the policy anniversary nearest the insured's 100th birth date. If there is an Adjustable Term Insurance Rider attached to the policy, the stated death benefit for the policy will equal the target death benefit on the policy anniversary nearest the insured's 100th birth date. Any Adjustable Term Insurance Rider will then terminate.
(b)	All other riders attached to the policy also will terminate.
(c)	The portion of your account value invested in the divisions of the Separate Account will be transferred into the Guaranteed Interest Division and no further investment in the divisions of the Separate Account will be allowed.
(d)	If the death benefit option in force on the policy is Option 2 or Option 3, 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. No further changes will be allowed to the death benefit option.

After the policy anniversary nearest the insured's 100^th birth date, no further premiums will be accepted and no monthly deductions will be made. Policyholder transaction charges continue to be deducted at the time of the applicable transaction. We will continue to credit interest to the account value in the Guaranteed Interest Division. Policy loans and withdrawals continue to be available. Any existing policy loan will continue. Policy loan interest will continue to accrue and if not paid, may cause your policy to lapse. Payments on policy loans and policy loan interest will be accepted. The policy will enter the 61-day grace period if the net cash surrender value is zero or less.

If you do not want coverage to continue past the policy anniversary nearest the insured's 100^th birth date, the policy may be surrendered at that time, or earlier.

PAYOUT OF PROCEEDS

Proceeds refer to the amount we will pay:

a)	Upon surrender of the policy; or
b)	Upon the insured's death.

The proceeds upon surrender of this policy will be the net cash surrender value. The amount of proceeds payable upon the insured's death will be the base death benefit in effect on the date of the insured's death, plus 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 the insured's 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 death proceeds payable when we have received due proof of the insured's 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 Gender, Suicide Exclusion and Incontestability provisions.

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We will pay proceeds in one sum unless you request an alternate method of payment. There are many possible methods of payment. The available payout methods 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 the insured's death 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

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 birth date. 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 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.

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 birth date, 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.

PREMIUM LIMITATION

We will refund 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 death of the insured. No premium may be paid after the policy anniversary nearest the insured's 100^th birth date.

FAILURE TO PAY PREMIUM

If you stop paying premiums prior to the policy anniversary nearest the insured's 100^th birth date, your coverage may lapse. See your Grace Period provision for details.

INITIAL PREMIUM ALLOCATION

If the initial period has not ended on the investment date, net premium amounts designated for allocation to divisions of the Separate Account will be allocated on the investment date to the money market division and any net premium amount designated for allocation to the Guaranteed Interest Division will be allocated to that account. Any additional net premium amounts received after the investment date and before the end of the initial period will be allocated in the same manner as the initial net premium, at the end of the valuation period during which we receive the premium at our Customer Service Center. On the valuation date immediately following the end of the initial period, the balance of the amount in the money market division will be transferred to other divisions of the Separate Account according to your allocation instructions. The amounts allocated to the Guaranteed Interest Division will remain in that division.

If the initial period has ended on the investment date, initial net premium amounts will be allocated on the investment date to divisions of the Separate Account and/or to the Guaranteed Interest Division in accordance with your allocation instructions.

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SUBSEQUENT PREMIUM ALLOCATIONS

After the initial premium allocation, all future scheduled and unscheduled premiums will be allocated to the divisions of the Separate Account in accordance with your allocation instructions. This allocation will occur at the end of the valuation period during which we receive the premium at our Customer Service Center.

NET PREMIUM

Net premium equals the premium paid minus the premium expense charge shown in the Schedule. The premium expense charge is the tax charge plus the sales charge.

Each time we receive a premium we determine the sales charge by multiplying the applicable sales charge percentage times the segment premium. There is a different sales charge percentage for the segment year in which the premium is received. Premiums allocated to a new segment will be subject to a new sales charge.

Each time we receive a premium we determine the tax charge by multiplying the applicable tax charge percentage times the segment premium.

The Schedule shows: (1) the target premium for each segment; (2) the sales charge percentage; and (3) the tax charge percentage. Segment premium is defined in the Definition of Terms section of your policy.

CHANGES TO PREMIUM ALLOCATIONS

You may change your premium allocation in accordance with instructions included in your annual policy prospectus.

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT

The Separate 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 Separate 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 Separate Account are credited to or charged against the Separate Account without regard to income, gains or losses of our General Account. The assets of the Separate Account are our property but are separate from our General Account and our other Separate Accounts. That portion of the assets of the Separate Account equal to the reserves and other policy liabilities with respect to the Separate Account is not chargeable with liabilities arising out of any other business we may conduct or subject to creditor claims against us.

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SEPARATE ACCOUNT DIVISIONS

The Separate Account is divided into divisions, each of which invests in a corresponding underlying mutual fund designed to meet the objectives of the division. The current eligible divisions are shown in your 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 SEPARATE ACCOUNT

When permitted by law, and subject to any required notice to you and acceptance of the Securities and Exchange Commission ("SEC"), and approval by state regulatory authorities or policy owners, we may from time to time make the following changes to the Separate Account:

• Make additional divisions available. These divisions will invest in corresponding mutual funds we find suitable for the policy.
   
• Close or eliminate divisions from the Separate Account or combine 2 or more divisions.
   
• Substitute a new mutual fund for the existing mutual fund in which a division invests. A substitution may become necessary if, in our judgment, a mutual fund no longer suits the purposes of the policy. This may happen due to a change in laws or regulations, or a change in a mutual fund's investment objectives or restrictions. This may also happen if the mutual fund is no longer available for investment, or for some other reason, such as a declining asset base.
   
• Transfer assets of the Separate Account, which we determine to be associated with the class of policies to which your policy belongs, to another Separate Account.
   
• Withdraw the Separate Account from registration under the Investment Company Act of 1940.
   
• Operate the Separate Account as a management investment company under the Investment Company Act of 1940.
   
• Invest one or more divisions in a mutual fund other than, or in addition to, the existing mutual funds.
   
• 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 Separate Account.
   
• Make any changes required by the Investment Company Act of 1940 or the rules or regulations thereunder.

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GENERAL ACCOUNT PROVISIONS

THE GENERAL ACCOUNT

The General Account holds all of our assets other than those held in the Separate 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 amounts 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.

LOAN DIVISION

The Loan Division is the account set aside to secure the policy loan, if any. See the Loan Provisions section for information.

TRANSFER PROVISIONS

After the initial premium allocation and until the policy anniversary nearest the insured's 100^th birth date, your account value in each division may be transferred to any other division of the Separate Account or to the Guaranteed Interest Division upon your request. One transfer from the Guaranteed Interest Division into the separate account divisions may be made during the first 30 days of each policy year. The minimum required for transfer is $100. Additional limitations and requirements will be listed in and governed by your policy prospectus in effect at the time of the transfer. We reserve the right to modify these limitations and requirements from time to time. On the policy anniversary nearest the insured's 100^th birth date, your account value in each division of the Separate Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed. Likewise, if you exercise your Change Right during the first two policy years, your account value in each division of the Separate Account will be transferred into the Guaranteed Interest Division and no further transfers will be allowed.

ACCOUNT VALUE PROVISIONS

The account value is the sum of the current amounts allocated to the divisions of the Separate Account and to the Guaranteed Interest Division plus your balance in the Loan Division.

The account value is based on premiums paid, policy and rider charges assessed, loans and withdrawals taken, monthly deductions, premium expense charges, transaction 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.

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ACCOUNT VALUES ON THE INVESTMENT DATE

The account value of each division of the Separate Account and the Guaranteed Interest Division as of the investment date is equal to:

a)	The allocation to that division of the first net premium paid; minus
b)	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 Separate Account is determined as of each valuation date. We use an accumulation unit value to measure the experience of each of the Separate Account divisions during a valuation period. We generally set the accumulation unit value at $10 when each division is opened. The accumulation unit value for a valuation date equals the accumulation unit value for the preceding valuation date multiplied by the accumulation experience factor defined below for the valuation period ending on the valuation date.

The number of units for a given transaction related to a division of the Separate 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 Separate Account, the accumulation experience factor reflects the investment experience of the corresponding mutual funds in which that division invests and the charges assessed against that division for a valuation period. The accumulation experience factor is calculated as follows:

a)	The net asset value of the corresponding mutual funds in which that division invests as of the end of the current valuation period; plus
b)	The amount of any dividend or capital gains distribution declared and reinvested in the corresponding mutual funds in which that division invests during the current valuation period; minus
c)	A charge for taxes, if any.
d)	The result of (a), (b) and (c) is then divided by the net asset value of the corresponding mutual fund in which that division invests as of the end of the preceding valuation period.

ACCOUNT VALUE OF THE DIVISIONS OF THE SEPARATE ACCOUNT

On subsequent valuation dates after the investment date, your account value of each portfolio of the Separate Account is calculated as follows:

a)	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
b)	Any additional net premiums allocated to that division during the current valuation period; plus
c)	Any account value transferred to or minus any account value transferred from the Separate Account during the current valuation; minus
d)	Any partial withdrawals allocated to that division and any applicable withdrawal service fees which are allocated to the divisions of the Separate Account during the current valuation period; plus
e)	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 Separate Account during the current valuation period; minus
f)	The portion of the monthly deduction allocated to the Separate Account, if a monthly processing date occurs during the current valuation period.

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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:

a)	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
b)	Any additional net premiums allocated to the Guaranteed Interest Division plus interest credited to these premiums during the current valuation period; plus
c)	Any account value transferred to or minus any account value transferred from the Guaranteed Interest Division during the current valuation period; minus
d)	Any partial withdrawals taken and any applicable withdrawal service fees which are allocated to the Guaranteed Interest Division during the current valuation period; plus
e)	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
f)	The portion of the monthly deduction allocated to the Guaranteed Interest 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:

a)	The account value of the Loan Division on the prior valuation date; plus
b)	Any interest credited to the Loan Division during the valuation period; plus
c)	An amount equal to any additional loans since the prior valuation date; minus
d)	Any loan repayments, including payment of loan interest; plus
e)	The amount of accrued loan interest if the valuation date is a policy anniversary; minus
f)	The amount of interest credited to the Loan Division during the year if the valuation date is a policy anniversary.

On policy anniversaries, any amount of interest credited to the Loan Division during the year is transferred from the Loan Division to the Separate Account and Guaranteed Interest Division according to your premium allocation then in effect.

DEDUCTIONS

MONTHLY DEDUCTION

The monthly deduction is equal to:

a)	The cost of insurance charges for this policy; plus
b)	The monthly charges for any additional benefits provided by riders in force under the policy; plus
c)	The policy charge shown in the Schedule; plus
d)	The monthly administrative expense charge shown in the Schedule; plus
e)	The monthly mortality and expense risk charge shown in the Schedule.

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Monthly deductions are allocated to the divisions of the Separate Account and Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction. You may designate a single source from which deductions will be taken. This deduction is taken from your account value as of the monthly processing date. These deductions will be displayed in periodic reports that we send you at least once per policy year. After the policy anniversary nearest the insured's 100^th birth date no further monthly deductions will be made, except policyholder transaction charges incurred after this date.

Policyholder transaction charges, as described in the Schedule, are deducted at the time of the applicable transaction.

COST OF INSURANCE

The cost of insurance for the policy is the sum of the cost of insurance for all segments. A segment's cost of insurance is the cost of insurance rate for the premium class for the segment multiplied by the net amount at risk allocated to the segment. It is determined on a monthly basis.

The net amount at risk is (a) minus (b) where:

a)	is the sum of (i) the base death benefit for each segment as of the monthly processing date after the monthly deductions (other than cost of insurance charges for the base death benefit and any riders), divided by (ii) the result of 1 plus the monthly equivalent of the guaranteed interest rate for the Guaranteed Interest Division as shown in the Schedule; and
b)	is your account value as of the monthly processing date after the monthly deductions (other than the cost of insurance charges for the base death benefit and any riders).

The net amount at risk will be allocated to a segment in the same proportion as that segment's stated death benefit bears to the sum of the stated death benefits for all segments.

The cost of insurance rate for each segment will be determined by us from time to time. Different rates will apply to each segment. They will be based on the gender and age of the insured as of the effective

date of segment coverage, the duration since the coverage began, the amount of target death benefit and the segment 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 for the segment. These tables are in the Schedule.

LOAN PROVISIONS

POLICY LOANS

You may obtain a policy loan on or 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 any outstanding policy loan including accrued but unpaid loan interest to the next policy anniversary and less all monthly deductions to the next policy anniversary, or 13 monthly deductions if you take a loan within the 30-day period before your next policy anniversary. The policy loan is a first lien on your policy. 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. The minimum amount you may borrow is shown in the Schedule.

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LOAN INTEREST

The annual policy loan interest rates are 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 Separate Account and the Guaranteed Interest Division to the Loan Division to secure the loan. This amount will be deducted from the divisions of the Separate 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 Separate Account in the same proportion as your current premium allocation unless you request a different allocation in writing.

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 we process a partial withdrawal, 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. This number is shown in the Schedule.

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 not 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. Otherwise, the stated death benefit is reduced by the amount of the partial withdrawal unless one of the following exceptions applies.

For a policy with an Option 1 death benefit, the stated death benefit is not reduced by a partial withdrawal:
	a)	If no more than 15 years have elapsed since the policy date;
	b)	If the insured's age is not yet age 81; and
	c)	If the partial withdrawal taken is less than either the greater of 10% of your account value or 5% of the stated death benefit, calculated immediately before the partial withdrawal. Any additional amount withdrawn reduces your stated death benefit by that additional amount.

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For a policy with an Option 2 death benefit, a partial withdrawal does not reduce your stated death benefit.

For a policy with an Option 3 death benefit, a partial withdrawal reduces your stated death benefit by any amount of the partial withdrawal in excess of premiums paid, less prior withdrawals, to the date of the partial withdrawal.

Any reduction in death benefit or account value will occur as of the date the partial withdrawal occurs.

We will limit the amount of the partial withdrawal such that, immediately after the requested withdrawal, the death benefit is at least the minimum death benefit we require to issue this policy. The minimum amount is shown in the Schedule.

You may specify how much of the withdrawal you wish taken from each division of the Separate 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 take the withdrawal from amounts in the Guaranteed Interest Division and the divisions of the Separate 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 deducted from your account value is deducted from each division of the Separate Account and the Guaranteed Interest Division as described in the prospectus in effect at the time of the transaction.

We will send you a new Schedule to reflect the effect of the withdrawal if there is any change to the stated death benefit. 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.

SURRENDER PROVISIONS

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 before the death 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. Once you surrender this policy, it cannot be reinstated.

If you surrender your policy within the first two policy years and after the Right to Examine Policy Period has ended, the net cash surrender value may include a refund of a portion of the sales charge which was previously deducted from your premiums paid. In the first policy year, the refund will not be less than 3% of the premium paid. In the second year, the refund will not be less than 2.5% of the premium paid in the first policy year. When first year premium is received from another Security Life of Denver Insurance

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Company policy in order to fund this policy, there is no refund of the sales charge. When this policy is surrendered as part of a Section 1035 exchange to another insurer, there is no refund of the sales charge.

GRACE PERIOD, TERMINATION AND REINSTATEMENT PROVISIONS

GRACE PERIOD

On a monthly processing date, if the net account value is zero or less, the policy will enter into a 61-day grace period.

During the grace period you must make the required premium payment then due 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 receipt of the required premium payment. If we receive at least the required premium payment during the grace period, we will apply the net premium payment to the policy and make deductions for the past due amounts.

Notice of the amount of the required premium payment will be mailed to you and any assignee at the last known address at least 30 days before the end of the grace period.

If the death of the insured occurs during the grace period, we will deduct any overdue monthly charges from the death proceeds of the policy.

TERMINATION

All coverage provided by this policy will end as of the earliest of:

a)	The date the policy is surrendered;
b)	The date of the insured's death; or
c)	The date the grace period ends without payment of the required premium.

REINSTATEMENT

The policy and its riders 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 for reinstatement.

We will reinstate the policy and any riders if the following conditions are met:

a)	You have not surrendered the policy for its net cash surrender value;
b)	You submit evidence satisfactory to us that the insured, and those insured under any riders, is still insurable according to our normal rules of underwriting for the applicable underwriting class for this type of policy; and
c)	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.

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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 Separate 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, policy loans 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 Separate Account transactions for any of the following reasons:

a)	The NYSE is closed, other than customary weekend and holiday closings.
b)	Trading on the NYSE is restricted by the SEC.
c)	The SEC declares that an emergency exists as a result of which disposal of securities in the Separate Account is not reasonably practicable to determine your account value in the divisions.
d)	A governmental body having jurisdiction over the Separate 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.

GENERAL POLICY PROVISIONS

THE POLICY

The policy, including the original application and applications for any increases, decreases, 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 or at delivery. 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 a claim unless it is in an application.

CONTRACT CHANGES

All changes made by us must be signed by our president or an officer and by our secretary or assistant secretary. No other persons can change any of this policy's terms and conditions.

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.

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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. Upon notification to us or our agent, instructions will promptly be sent to you or the beneficiary. We may require proof of age and a certified copy of the death certificate. We may require the beneficiary and next of kin sign authorizations as part of due proof. These authorization forms allow us to obtain information about the decedent, including, but not limited to, medical records of physicians and hospitals used by the decedent. Settlement will be made upon receipt of due proof of death.

OWNERSHIP

The original owner is the person or entity named as the owner in the application. You, as the owner, can exercise all rights and receive the benefits until the insured's death. 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 we record the change at our Customer Service Center.

BENEFICIARIES

The primary beneficiary surviving the insured's death will receive any death proceeds which become payable. Surviving contingent beneficiaries are paid death proceeds only if no primary beneficiary has survived the insured's death. If more than one beneficiary in a class survives the insured's death, 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. Until the insured's death, 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.

CHANGE RIGHT

If, for any reason within the first 2 policy years you no longer want a policy in which values vary with the investment experience of the Separate Account, we will change this policy. The change will be implemented by transferring your account value in all the divisions of the Separate Account into the Guaranteed Interest Division and by removing your future right to choose to allocate funds to the divisions of the Separate Account.

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.

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INCONTESTABILITY

After this policy has been in force while the insured is alive 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 while the insured is alive for 2 years from the effective date of any new segment or from the effective date of an increase in any other benefit, we will not contest the statements in the application for the new segment or other increase.

After this policy has been in force while the insured is alive 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 GENDER

If the insured's age or gender has been misstated, the death benefit will be adjusted. Notwithstanding the Incontestability provision above, 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 gender.

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. Coverage under the policy and all riders will then terminate.

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. Coverage under that segment will then terminate.

PERIODIC REPORTS

We will send you, without charge, at least once each year a report that shows the current account value, net 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.

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 reserve the right to 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.

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CUSTOMER SERVICE CENTER

Our Customer Service Center is at the address shown in the Schedule. Unless otherwise provided in this policy or you are otherwise notified:

a)	All requests and payments should be sent to us at our Customer Service Center; and
b)	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

Before the insured's death, you may elect to have the beneficiary receive the proceeds 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 annual, semi-annual, quarterly or monthly 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 a Designated Period. Payouts will be made in annual, semi-annual, quarterly or monthly 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 available only for ages shown in the table.

Payouts for Payout Option II will be determined by using the 1983 Individual Annuity Mortality Table for the appropriate gender at 3 ½% 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.

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 annual, semi-annual, quarterly or monthly 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.

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CHANGE AND WITHDRAWAL

You may change any payout election at any time before the insured's death. 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.

a)	Changes may be made from Payout Options I, III, and IV to another option.
b)	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.
c)	Remaining installments under Payout Option I may be commuted at 3½% interest and received in one sum.
d)	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 supplementary 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.

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 a payout 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.

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.

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PAYMENTS OTHER THAN MONTHLY

The tables that 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 that may be provided by mutual agreement will be provided upon reasonable request.

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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

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SETTLEMENT OPTION TABLE II
Female

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 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

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SETTLEMENT OPTION TABLE II/Female
(Continued)

(Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Female	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 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

V00025130027

27

2513(VUL)-1/02

SETTLEMENT OPTION TABLE II
Male

( Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 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

V00025130028

28

2513(VUL)-1/02

SETTLEMENT OPTION TABLE II/Male
(Continued)

(Per $1,000 of Net Proceeds)
Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment				Age of Payee Nearest Birth date When First Installment is Payable	Monthly Installment
Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 20 Years Certain	Male	Life With 5 Years Certain	Life With 10 Years Certain	Life With 15 Years Certain	Life With 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

V00025130029

29

2513(VUL)-1/02

This policy is a FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
This is a NON-PARTICIPATING policy.

Death benefits and other values provided by this contract, when based on the investment experience of the Separate Account, are variable. These values may increase or decrease based on investment experience of the divisions of the Separate Account and are not guaranteed as to a 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 birth date.

To obtain information or make a complaint, contact
Security Life of Denver Insurance Company

Customer Service Center
P. O. Box 173788
Denver, Colorado 80217

Toll Free Number: 1(800) 848-6362

SECURITY LIFE OF DENVER INSURANCE COMPANY
A Stock Company

V00025130030

2513(VUL)-1/021234

EX-1.A(5)(B)

Exhibit 1.A(5)(b)

ADJUSTABLE TERM INSURANCE RIDER

This rider is a part of the policy to which it is attached if this rider is shown in the Schedule. This rider must be read with all policy provisions. This rider does not participate in our surplus earnings. The insured under this rider is listed in the Schedule. This rider has no loan value. There is no surrender charge applicable to this rider. The rider effective date is the policy date or, if added later, the monthly processing date on or next following the date your application for this rider is approved by us. The owner of the policy is the owner of this rider.

THE DEATH BENEFIT. Subject to this rider's terms, we will pay the term death benefit in force on the date of the insured's death. This benefit is payable to the beneficiary.

The amount of term death benefit is the difference between the total death benefit and the base death benefit provided by the policy. Total 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 plus the refund of sales charge, if any, multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.
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 plus the refund of sales charge, if any, multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.
Option 3: If option 3 is in effect, the total death benefit is the greater of:
	a)	The target death benefit plus premiums paid less withdrawals; or
	b)	The account value plus the refund of sales charge, if any, multiplied by the appropriate factor from the Death Benefit Factors shown in the Schedule.

In no event will the term death benefit be less than zero. It is also not increased or decreased by policy loan activity.

In your application for this rider you may request a pattern of increasing target death benefits. The actual target death benefit is subject to our approval.

The target death benefit is shown in the Schedule attached to your policy. It may be a constant amount or it may change at the beginning of a policy year. The target death benefit may be reduced if there is a partial withdrawal.

If a partial withdrawal reduces the stated death benefit, the target death benefit for the current year and all future years will be reduced by an amount equal to the reduction in the stated death benefit. You will receive a new Schedule reflecting the new target death benefit. See your policy for details. The stated death benefit is defined in your policy.

COST OF INSURANCE. The cost of insurance for this rider is determined on a monthly basis. The cost is added to the policy's monthly deduction from the account value as of each monthly processing date until this rider terminates. The cost of insurance rates will be determined by us from time to time. They will be based on the issue age and premium class of the insured as well as the duration since the rider

R2023-1/02

effective date. The cost of insurance for this rider is calculated as the monthly cost of insurance rate multiplied by the death benefit (in thousands) for this rider. The monthly guaranteed maximum cost of insurance rates per $1,000 for this rider are shown in the Schedule on the applicable table of guaranteed rates attached to your policy.

INCONTESTABILITY. After this rider has been in force while the insured is alive for two years from the rider effective date, we will not contest the statements in the application for this rider attached at the time the rider is issued.

After this rider has been in force while the insured is alive for two years from the effective date of any increase in the amount of insurance, we will not contest the statements in the application for the increase.

After this rider has been in force while the insured is alive for two years from the effective date of any reinstatement of this rider, we will not contest the statements in the application for such reinstatement of this rider.

SUICIDE EXCLUSION. If the policy terminates for suicide, this rider will then terminate without value.

If the insured commits suicide, while sane or insane, within two years of the rider effective date and the policy is not terminated due to this suicide, we will terminate this rider and make a limited payment to the beneficiary for the rider. We will pay in one sum the amount of the cost of insurance for this rider which was deducted from the policy.

If the insured commits suicide, while sane or insane, within two years of the effective date of an increase and the policy is not terminated due to this suicide, we will terminate the increase and pay the cost of insurance associated with the increase.

MISSTATEMENT OF AGE OR GENDER. If the insured's age or gender has been misstated, the death benefit will be adjusted. Notwithstanding the Incontestability provision above, the death benefit will be that which the cost of insurance which was deducted from the policy value on the last monthly processing date prior to the death of the insured would have purchased for the insured's correct age or gender.

CHANGE IN AMOUNT OF COVERAGE. You may request that the target death benefit be increased or decreased by sending a written request to our Customer Service Center. Decreases are not allowed before the first rider anniversary. Increases to the target death benefit may be requested on the first monthly processing date following this rider's effective date. Any request for increased death benefits will automatically be an increase to the stated death benefit as well as to the target death benefit unless you specifically request an increase only to the target death benefit. You may increase or decrease the target death benefit only once each policy year. You may not increase insurance coverage provided by this rider after attained age 85. Any change in coverage may not be for an amount less than $1,000. Such change is subject to the following conditions:

Any requested decrease in target death benefit is subject to our approval. Our approval may be conditioned on eliminating any future increases to the target death benefit that are shown in the Schedule.

a) Any request for an increase must be applied for on a supplemental application. The increase is subject to evidence satisfactory to us that the insured is still insurable according to our normal rules of underwriting for the current premium class for this type of rider. If there is no change in premium class, the increase will be processed.

R2023-1/02					Page 2

b)	For any increase or addition to coverage, the effective date will be the monthly processing date that falls on or next follows the date the supplemental application is approved by us. For any decrease in coverage, the effective date will be the monthly processing date that falls on or next follows receipt of the written request to reduce coverage.
c)	Any decrease in the total death benefit will first reduce adjustable term insurance before stated death benefit is reduced.

For any change in coverage, a supplemental Schedule will be issued.

TERMINATION. This rider will terminate on the earliest of the following dates:

a) Expiration of the grace period of the policy.
b) Termination or surrender of the policy.
c) Receipt by us of a written request from you to cancel this rider on any monthly processing date.
d) Policy anniversary nearest the insured's 100th birth date.

Any deduction for the cost of insurance after termination of this rider will not be considered a reinstatement of this rider nor a waiver by us of the termination. Any such deduction will be credited to the account value of the policy as of the date of the deduction.

REINSTATEMENT. If you reinstate your policy under the Reinstatement provision in the policy, this rider will be reinstated.

Signed for the company at Denver, Colorado

SECURITY LIFE OF DENVER INSURANCE COMPANY

SECRETARY

R2023-1/02					Page 3

EX-1.A(8)(A)(XI)

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,

                    /s/ Jim Livingston
                    Name: Jim Livingston
                    Title: Executive Vice President

                    SOUTHLAND LIFE INSURANCE COMPANY
                    By its authorized officer,

                    /s/ Jim Livingston
                    Name: Jim Livingston
                    Title: Executive Vice President

                    PUTNAM VARIABLE TRUST
                    By its authorized officer,

                    /s/ John Verani
                    Name: John Verani
                    Title: Vice President

                    PUTNAM RETAIL MANAGMENT, INC.
                    By its authorized officer,

                    /s/ Eric S. Levy
                    Name: Eric S. Levy
                    Title: Senior Vice President

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.A(8)(B)(XXXV)

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 9th day of May, 2001.

Security Life of Denver Insurance Company		Variable Insurance Products Fund II
BY:	/s/ Martha E. Tokarchik	BY:	/s/ Robert C. Pozen
	Martha E. Tokarchik		Robert C. Pozen
	Executive Vice President		Senior Vice President
			Fidelity Distributors Corporation
		BY:	/s/ Mike Kellogg
			Mike Kellogg
			Executive 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.A(8)(B)(XXXVI)

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 23rd day of April, 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

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.A(10)

Exhibit 1.A(10)

[ING Logo]

APPLICATION FOR LIFE INSURANCE

FIXED AND VARIABLE PRODUCTS

INSTRUCTIONS TO AGENTS AND APPLICANTS

• CONDITIONAL RECEIPT. A Receipt must be given to the Applicant/Owner if a premium payment is made. No agent has the authority to alter the provisions of the Conditional Receipt.
  Premium cannot be collected with the application if the face amount applied for exceeds $4,500,000 or if the total amount in force and currently applied for exceeds (1) $10,000,000 through age 68; or (2) $5,000,000 if the Proposed Insured is age 69 or older.
  Additional state limitations may be added upon notification by ReliaStar Life Insurance Company, Security-Connecticut Life Insurance Company, Security Life of Denver Insurance Company or Southland Life Insurance Company (the "Company").
  Applicant/Owner should understand all provisions of the Conditional Receipt.
• Check appropriate Company box on page 1 of the application.
• If you are applying for more than one product, provide details in Section 6 of the Agent's Report on page 6.
• Be sure to complete fully the signature box on page 5.
• If special requirements need to be considered, be sure to submit a COVER LETTER with all details.
• Please print all responses on this application in black ink.
• The word "You" refers to the proposed insured or proposed owner.
• Do not make checks payable to agent or leave payee blank.

NOTICE TO APPLICANTS REGARDING POLICY DATING PROCEDURES

Policy Date Information and General Dating Practices

Your policy will be issued with a policy date. This date is important because it governs many of the duties and obligations under this policy. Premiums are billed from the policy date. Renewal premiums are due as of the anniversary of the policy date. Your policy will be dated either on the date that it is issued or on a date that you specifically request. Within certain limits, you may choose a date that is before the date of your application or a date that is after your application.

There are a number of reasons why you might request a specific policy date, such as:

• To obtain a lower premium if a date before the date of issue would result in a lower insurance age.
• To obtain a savings in premium by selecting a future policy date, since premiums are billed from the policy date.
• To coincide with other elements of an estate plan.
• To provide a preselected convenient date as the due date for premiums.

For applicants who choose to pay no premium until the policy is delivered or who are required to pay additional premium upon delivery only: If you decide at the time of policy delivery that you would like to change the date of your policy to the delivery date, you may choose to do so. The Policy Delivery Receipt included with your policy will contain instructions for changing the policy date to the delivery date.

Please note that your request to change the policy date to be the date of delivery may result in an increase in your premium as a result of a change in insurance age. If so, you will be notified by the Company and you may then decide not to have the policy redated.

FRAUD NOTICES TO GO HERE

ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO THE FOLLOWING ING COMPANY:

ReliaStar Life Insurance Company,
Security-Connecticut Life Insurance Company,
Security Life of Denver Insurance Company
or
Southland Life Insurance Company

110945

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This page must be given to Proposed Insured

CONSUMER PRIVACY NOTICE

NOTICE REGARDING CONSUMER REPORTS

Insurance companies commonly ask an outside source to verify and add to the information given in an application. The agency that makes the report will be one that is discreet and impartial. If you wish, we will send you the name, address and telephone number of any agency we ask to prepare a consumer report about you. You can ask that the agency interview you if you so state on the authorization form.

Consumer reports are used to help us decide if you are eligible for the insurance for which you have applied. The report deals with your mode of living, character, general reputation, and such personal items as your health, job, and finances. It may include information on the following: your marital status; past and present employment record; job duties; driving record; avocations; health history; use of alcohol and drugs; and hazardous sports activities. The agency may get information in these ways: from public records; by contacting you, members of your family, business associates and employers, financial sources, friends or others you know. This information will not be used to determine your sexual orientation. If the report affects your application as requested, we will notify you and provide you with the name and address of the reporting firm.

We use the report only to be sure that each application is evaluated on a fair basis. We will not reveal any of the information we obtain to your friends or associates. We may reveal the information we obtain to other companies or entities affiliated with ReliaStar Life Insurance Company, Security-Connecticut Life Insurance Company, Security Life of Denver Insurance Company or Southland Life Insurance Company (the "Company"). You may request that this information not be communicated to other companies affiliated with the Company.

The information may be kept by the consumer reporting agency; it may also later be given to others who have a legitimate need for these reports. It will be given only to the extent permitted by these laws: the Federal Fair Credit Reporting Act as amended by the Consumer Credit Reporting Reform Act of 1996; your state's Fair Credit Reporting Act, if any; and your state's Insurance Information and Privacy Protection Act, if any. The agency will give you a copy of the report if you ask for one and provide the proper identification.

NOTICE REGARDING MIB (MEDICAL INFORMATION BUREAU, INC.)

We or our reinsurers may make brief reports to MIB. The reports will include the factors that affect the insurability of any person for whom coverage is being requested.

MIB is a nonprofit organization of life insurance companies. It operates an information exchange for its members. If you apply to some other member company for life or health coverage, or send in a claim for benefits, MIB may supply that company with any information in its file. If you ask MIB, it will arrange to disclose to you the information it has in your file. If you question the accuracy of the information in MIB's file, you may contact MIB to seek correction, as provided in the Federal Fair Credit Reporting Act. The address of MIB's information office is: Post Office Box 105, Essex Station, Boston, Massachusetts 02112. MIB's phone number is (617) 426-3660.

We or our reinsurers may also release information in our files. We may release it to other life insurance companies to whom you may apply for life or health insurance or to whom a claim for benefits may be submitted upon request.

NOTICE REGARDING INFORMATION PRACTICES

To issue an insurance policy, we need to obtain information about you and any other persons proposed for insurance. Some of that information will come from you. Some will come from other sources. That information and any information collected by us later may, in certain circumstances, be disclosed to third parties without your specific permission.

You have a right to access and correct the information collected about you. This right does not extend to information that relates to a claim or civil or criminal proceeding. You have the right to receive, in writing, the reasons for any adverse underwriting decisions.

If you wish to have a more detailed explanation of our information practices, please write to us at:

Individual Life Underwriting
ReliaStar Life Insurance Company
20 Washington Avenue South
Minneapolis, MN 55401-1908

      or

Individual Life Underwriting
Security-Connecticut Life Insurance Company
20 Security Drive
Avon, CT 06001-4237

      or

Individual Life Underwriting
Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-5699

      or

Individual Life Underwriting
Southland Life Insurance Company
P.O. Box 173789
Denver, CO 80217-3789

110945

[ING Logo]

Agent ID# ____________

LIFE INSURANCE APPLICATION

	Issued by:
Initial Product Solicited: _________________	[ ] ReliaStar Life Insurance Company	[ ]Security-Connecticut Life Insurance Company
	[ ] Southland Life Insurance Company	[ ] Security Life of Denver Insurance Company

[ ] Check here if insurance is for a tax-qualified, pension, or ERISA covered welfare benefit plan and complete Section 5 in the Agent's Report.
Employer sponsored? [ ] Yes  [ ] No

Section A. Proposed Primary Insured Information

1. Name (First, MI, Last)				2. Social Security Number				3. Driver's License Number			State
4. Date of Birth	5. Sex [ ] M  [ ] F	6. Place of Birth (Do not answer if you reside in California)					7. Telephone Number (   )			8. Annual Earned Income $
9. Residence Street Address			City		State	Zip Code			10. Occupation/duties
11. Employer
12. Do you currently use or have you ever used tobacco or nicotine products in any form, e.g., cigarettes, cigars, pipes, chewing tobacco, nicotine gum or nicotine patches? [ ] Yes   [ ] No If yes, type_________________________ daily amount ___________ month/year last used __________ Type ___________________________________________________ daily amount _____________________ month/year last used ______________

Section B. Proposed Other Insured

1. Name (First, MI, Last)					2. Social Security Number				3. Driver's License Number		State
4. Date of Birth	5. Sex [ ] M   [ ] F	6. Place of Birth		7. Telephone Number (   )			8. Annual Earned Income $
9. Residence Street Address			City		State	Zip Code				10. Occupation/duties
11. Employer								12. Relationship to Proposed Insured
13. Do you currently use or have you ever used tobacco or nicotine products in any form, e.g., cigarettes, cigars, pipes, chewing tobacco, nicotine gum or nicotine patches? [ ] Yes [ ] No If yes, type _________________________ daily amount ___________ month/year last used __________ Type ___________________________________________________ daily amount _____________________ month/year last used ______________

Section C. Proposed Owner Information 

Complete if the Owner is other than the Proposed Primary Insured. If the Proposed Primary Insured is a minor, always specify the Owner.

1. Owner Name if other than Proposed Primary Insured or Name of Trust and Trustee				2. Relationship to Proposed Primary Insured
3. Date of Trust	4. Date of Birth		5. Social Security Number or Tax ID Number
6. Residence Street Address		City			State	Zip Code
7. Address for Premium Notice if Other than Residence		City			State	Zip Code

Section D. Medical Transfer Statement 

Complete when submitting medical examinations of another insurance company.

1. Name of the insurance company for which examination(s) was made and date of examination:	Proposed Insured Yes    No	Proposed Other Insured Yes    No
2. To the best of your knowledge and belief, are the statements in the examination true and complete today?	[ ]   [ ]	[ ]   [ ]
3. Have you consulted a medical doctor or other practitioner since the above examination? (If yes, see Section L)	[ ]   [ ]	[ ]   [ ]

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110945

Section E. Base Policy Information

Must attach a copy of the illustration signed by the applicant.

1. Base Face Amount (Not including Term Riders) $				2. Mode of Payment	3. Planned/Scheduled Premium
4. Product Type   [ ] Fixed   [ ] Variable - -		(Owner must receive a current prospectus, and investment feature selection form must be completed if applying for a variable life insurance policy. THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER CERTAIN CONDITIONS, AND THE CASH VALUES MAY INCREASE OR DECREASE IN ACCORDANCE WITH THE EXPERIENCE OF THE SEPARATE ACCOUNTS.)
5. Death Benefit Option:   [ ] A or 1-Level   [ ] B or 2-Increasing or Variable   [ ] C or 3 - Face Amount + Premium
6. Death Benefit Qualification Test:   [ ] Guideline Premium Test   [ ] Cash Value Accumulation Test
7. Rate Class Quoted:	[ ] No Tobacco [ ] Tobacco (cigarettes)		[ ] Alternate Tobacco (cigars, pipes, chewing tobacco, nicotine gum or patch) [ ] Other ___________________________________________

Section F. Rider Information. Illustration required for permanent products. 

Check appropriate box and enter amounts. (NOT ALL RIDERS ARE AVAILABLE WITH ALL PRODUCTS.)

1.	Riders:   [ ] Accelerated Benefit Rider			[ ]	Children's Insurance Rider (Complete supplement)	$
	[ ]	Waiver of Premium (Term)		[ ]	Extension of Rate Guarantee Rider	$
	[ ]	Waiver of Monthly Deduction or Cost of Insurance Rider		[ ]	Term Rider (Specify) ________________	$_______
	[ ]	Waiver of Specified Premium Rider (Specify monthly premium - illustration required)	$_______	[ ]	Adjustable Term Insurance Rider (Specify Target Death Benefit) ________________________________	$_______ $
	[ ]	Additional Insured Rider (on Primary Insured)	$_______	[ ]	Future Purchase Option Rider	$
	[ ]	Additional Insured Rider (on Additional Insured)	$_______	[ ]	Other ___________________________	$
	[ ]	Accidental Death Benefit Rider	$_______	[ ]	Other ___________________________	$
2.	Special Dating Request:  [ ] Date to save age   [ ] Specific date   Month ____________ Day ___________ Year

Section G. Suitability (Complete for Variable Products only)

1.	Have you, the proposed owner, received a current prospectus including supplements for the variable life insurance policy and each of the Variable Account Investment Options?   [ ] Yes    [ ] No The policy prospectus/supplement is dated ______________________
2.	Do you understand that the amount or duration of the policy death benefit may vary under specified conditions: that policy values may increase or decrease in accordance with the investment experience of the investment options; that they may also increase in accordance with the interest credited in the Guaranteed Interest Division; and that the amount payable at the final policy date is not guaranteed, but is dependent on the account value and amounts owed under the policy at that time?     [ ] Yes   [ ] No
3.	Do you understand that the fluctuation in values under the policy means that scheduled premium payments may not be sufficient to keep the policy in force in a down market?  [ ] Yes   [ ] No
4.	Do you understand that personalized illustrations are based on hypothetical rates of return which may not be indicative of future investment experience or of actual interest credited in the Guaranteed Interest Division?  [ ] Yes   [ ] No
5.	With this in mind, is the policy in accordance with your insurance objectives and your anticipated financial needs?  [ ] Yes   [ ] No
6.	Do you believe you have the financial ability to continue making premium payments on this policy?  [ ] Yes   [ ] No

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110945

Section H. Beneficiary Information for Proposed Primary and Joint Insureds

Unless otherwise stated, the beneficiary designation is revocable and beneficiaries of like class shall share equally with right of survivorship.

1. If Trust, provide name and date of trust agreement. If Corporation, provide state of incorporation.
a. Primary Beneficiary(ies) (Print full names and addresses)	Relationship to Proposed Insured	Birthdate	Social Security Number/Tax ID	%
b. Contingent Beneficiary(ies) (Print full names and addresses)	Relationship to Proposed Insured	Birthdate	Social Security Number/Tax ID	%

Section I. Beneficiary Information for Proposed Other Insured or Additional Insured Rider

Unless otherwise stated, the beneficiary designation is revocable and beneficiaries of like class shall share equally with right of survivorship.

1. If Trust, provide name and date of trust agreement. If Corporation, provide state of incorporation.
a. Primary or Base Additional Insured Rider Beneficiary Relationship (Print full names and addresses)	Relationship to Proposed Insured	Birthdate	Social Security Number/Tax ID	%
b. Contingent or Joint Additional Insured Rider Beneficiary (Print full names and addresses)	Relationship to Proposed Insured	Birthdate	Social Security Number/Tax ID	%

Section J. Financial Information

1.	Personal Finances: Check box(es) to indicate purpose of insurance. [ ] Estate Liquidity   [ ] Family Protection   [ ] Loan Protection   [ ] Tax Planning   [ ] Retirement Planning   [ ] Cash Accumulation   [ ] Other __________
	a. Annual Interest & Other Income			b. Total Assets			c. Total Liabilities		d. Total Net Worth
2.	Business Finances (Complete question #2 only if this is business insurance.) [ ] Key Employee   [ ] Buy/Sell   [ ] Creditor   [ ] Employee Benefits (Split Dollar, Deferred Compensation, etc.)   [ ] Other _____________
	a. Total Assets	b. Total Liabilities			c. Net Worth		d. Net Profit After Taxes for Past Two Years:      Last Year          Previous Year
	e. Name of Owner(s)		Title			Percentage of Ownership		Active in Business (yes or no)		Amount of Business Coverage in Force
	f. Is other insurance being applied for concurrently on Proposed Insured or other officers? [ ] Yes   [ ] No    If yes, complete the following:
	Insurance Company Name				Amount		Officer or Proposed Insured

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110945

Section K. General Information for Application for Life Insurance 

Complete the following on all Proposed Insureds, including children to be covered under the Children's Insurance Rider.

1.	Life Insurance In Force (If none, check none.)  [ ] None		Personal Life Benefit	Business Life Benefit	Accidental Life Benefit	Date Issued
	Proposed Insured's Name	Company

						Proposed Insured	Proposed Other Insured
2.	Are you considering using funds from your existing policies or contracts to pay premiums due on the new policy or contract? (If yes, complete state required replacement form.)					Yes     No [ ]     [ ]	Yes     No [ ]     [ ]
3.	Are you considering discontinuing making premium payments, surrendering, forfeiting, assigning to the insurer or otherwise terminating your existing policy or contract? (If yes, complete state required replacement form and provide details below.)					[ ]     [ ]	[ ]     [ ]
	Proposed Insured's Name	Company			Policy Number	Amount
						Yes     No	Yes     No
4.	Is this insurance intended to be a tax free exchange -- 1035 Exchange? (1035 not available on term rider)					[ ]     [ ]	[ ]     [ ]
5.	If yes, will a policy loan be carried over?					[ ]     [ ]	[ ]     [ ]
6.	Will the applicant accept this policy if it is a "Modified Endowment Contract" at issue?					[ ]     [ ]	[ ]     [ ]
7.	Do you have any other applications for life insurance pending?					[ ]     [ ]	[ ]     [ ]
8.	If yes, will all applications now pending for life insurance be accepted and placed in force?					[ ]     [ ]	[ ]     [ ]
9.	List company(ies) and amount(s) of coverage applied for.					[ ]     [ ]	[ ]     [ ]
	Proposed Insured's Name		Company			Amount Applied For
						Yes     No	Yes     No
10.	Have you in the last 12 months had any known or suspected heart attack, stroke, or cancer, or been treated by any physician or other practitioner for any of these conditions?					[ ]     [ ]	[ ]     [ ]
11.	Have you in the last 60 days been advised by any physician or other practitioner to have any diagnostic test or surgery not yet performed?					[ ]     [ ]	[ ]     [ ]
12.	Have you in the last 10 years been diagnosed and treated for positive HIV (Human Immunodeficiency Virus) or AIDS (Acquired Immunodeficiency Syndrome)?					[ ]     [ ]	[ ]     [ ]
13.	Have you in the last five years had any motor vehicle accidents, alcohol or drug related convictions, or other moving violations while operating a motor vehicle?					[ ]     [ ]	[ ]     [ ]
14.	Except for traffic violations, have you been convicted in a criminal proceeding or been the subject of a pending criminal proceeding?					[ ]     [ ]	[ ]     [ ]
15.	Provide the details for all yes answers to questions 10-14.					[ ]     [ ]	[ ]     [ ]
	Proposed Insured's Name		Question #	Details
						Yes     No	Yes     No
16.	Are you a member, or do you intend to become a member of the armed forces, including the Reserves or on alert? (If yes, complete Military Questionnaire)					[ ]     [ ]	[ ]     [ ]
17.	Are you a US citizen? (If no, complete the Foreign Travel and Residence Questionnaire)					[ ]     [ ]	[ ]     [ ]
18.	Do you intend to change your residence or travel outside the United States or Canada? (If yes, complete the Foreign Travel and Residence Questionnaire)					[ ]     [ ]	[ ]     [ ]
19.	Have you in the last five years made or do you anticipate making flights in an aircraft OTHER than as a passenger on a scheduled airline? (If yes, complete the Aviation Questionnaire)					[ ]     [ ]	[ ]     [ ]
20.	Do you participate in hang-gliding, soaring, sky-diving, ballooning, skin or scuba diving, mountain climbing, competitive skiing, rodeos, or any other hazardous sports or activities? (If yes, complete appropriate questionnaire)					[ ]     [ ]	[ ]     [ ]
21.	Do you race, test or stunt drive automobiles, motorcycles, motor boats, or jet powered vehicles, or do you use or race snowmobiles, dirt bikes, dune buggies, etc.? (If yes, complete motorized vehicle/powerboat questionnaire)					[ ]     [ ]	[ ]     [ ]

4

110945

Section L. Declarations of the Proposed Insureds for Application for Life Insurance

Personal Physicians (If none, state none.)	a. Name, address and phone number of Physician	b. Date, reason and results of last consultation
1. Primary
2. Other Proposed Insured

3.	Name	Height/Weight	Weight change in last year	Proposed Insured Yes     No	Proposed Other Insured Yes     No	Record the question number, person, condition; diagnosis and dates/duration of condition or treatment; name and address of all doctors and hospitals
4.	In the past 10 years, have you ever been treated for or been diagnosed by a licensed member of the medical profession as having:			[ ]     [ ]	[ ]     [ ]
	a. Dizziness, fainting, convulsions, optic neuritis, headache, paralysis, stroke, mental or nervous disorder?			[ ]     [ ]	[ ]     [ ]
	b. Shortness of breath, persistent hoarseness or cough, spitting of blood, asthma, emphysema, tuberculosis, or chronic respiratory disorder?			[ ]     [ ]	[ ]     [ ]
	c. Chest pain, palpitations, high blood pressure, heart murmur, heart attack or other disorder of the heart or blood vessels?			[ ]     [ ]	[ ]     [ ]
	d. Jaundice, intestinal bleeding, ulcer, hepatitis, colitis, diverticulitis, or other disorder of the stomach, intestine, liver or gall bladder?			[ ]     [ ]	[ ]     [ ]
	e. Sugar, albumin, blood or pus in urine, venereal disease, nephritis, stone, or other disorder of kidney, bladder, breasts, prostate or reproductive organs?			[ ]     [ ]	[ ]     [ ]
	f. Diabetes, thyroid or other endocrine disorder?			[ ]     [ ]	[ ]     [ ]
	g. Rheumatism, arthritis, or disorder of the muscles or bones?			[ ]     [ ]	[ ]     [ ]
	h. Disorder of skin, lymph glands, cyst, tumor or cancer?			[ ]     [ ]	[ ]     [ ]
	i. Allergies, anemia or other disorder of the blood?			[ ]     [ ]	[ ]     [ ]
5.	Have you:
	a. Experienced any symptom(s) for which you have not yet consulted a health care provider?			[ ]     [ ]	[ ]     [ ]
	b. Had any operation(s) in the past 10 years?			[ ]     [ ]	[ ]     [ ]
	c. Been advised to have operation(s) or diagnostic tests not yet performed in the last 10 years?			[ ]     [ ]	[ ]     [ ]
	d. Had an electrocardiogram, x-ray, or other diagnostic test in the last five years?			[ ]     [ ]	[ ]     [ ]
	e. Sought or been advised to seek help or treatment for an alcoholic habit? If yes, complete Alcohol Usage Questionnaire.			[ ]     [ ]	[ ]     [ ]
	f. In the last 10 years been confined for observation, care, or treatment in a hospital or other health care facility?			[ ]     [ ]	[ ]     [ ]
	g. In the last five years consulted any health care provider(s) not already identified for any reason including routine physical examination?			[ ]     [ ]	[ ]     [ ]
6.	Are you:
	a. Presently taking any medication(s), including non-prescription/over the counter medication or presently under the care of a member of the medical profession for any condition?			[ ]     [ ]	[ ]     [ ]
	b. Currently using, or have you ever received treatment or counseling for the use of: ecstasy, marijuana, cocaine, amphetamines, barbiturates, hallucinogenic agents, opium derivatives, or other drugs of abuse? If yes, complete Drug Use Questionnaire.			[ ]     [ ]	[ ]     [ ]

7.	Family history of Proposed Insured:	Age if living	Age at death	Current health or cause of death
	Father
	Mother
	Brothers
	Sisters

5

110945

Section M. Authorization and Acknowledgement

By completing this life insurance application, I understand that I am applying for life insurance coverage which may be issued by one or more of the ING life companies, which include ReliaStar Life Insurance Company, Security-Connecticut Life Insurance Company, Security Life of Denver Insurance Company and Southland Life Insurance Company, referred to individually or collectively as the "Company." I understand and consent that this application and information obtained pursuant to this authorization may be used by the Company to evaluate my eligibility for life insurance. For underwriting and claims purposes, I authorize any physician, medical practitioner, hospital, clinic or medically related facility, insurance or reinsuring company, Medical Information Bureau, Inc. ("MIB"), any consumer reporting agency, or any other organization to release to the Company or their authorized representatives (including any consumer reporting agency) acting on their behalf ALL INFORMATION requested by the Company about me and any minor children who are to be insured. This includes but is not limited to: (a) any medical information available as to diagnosis, treatment and prognosis with respect to any physical or mental condition and treatment of me or my minor children who are to be insured; (b) prescription drug records and related information maintained by physicians, pharmacy benefit managers and other sources; and (c) any non-medical information about me or my minor children who are to be insured. By this authorization, each physician, medical practitioner, hospital, clinic or medically related facility contacted by the Company is instructed to provide the entire medical record in its possession concerning me or any minor children who are to be insured.

I give my permission to the Company to get consumer or investigative consumer reports about these same persons.

I give my permission to the Company and other insurance companies affiliated with the Company to get any and all medical record information for the purposes described in this form. I know that my medical records, including any alcohol or drug abuse information, may be protected by Federal Regulations - 42CFR Part 2. I may revoke this permission and authorization as it applies to any information protected by 42CFR Part 2 or by applicable state law at any time by mailing the written revocation to the Company at the address on the Consumer Privacy Notice page, but not to the extent action has been taken in reliance on it. I understand that the release of medical records will not be requested with respect to tests performed to determine the presence of the human immunodeficiency virus (HIV) antibody.

In connection with any application for life insurance or other insurance transaction that I may have with the Company, I specifically consent that some or all of the information obtained by this authorization may be sent to MIB, reinsurers, the agent who solicited my application and his principals, employees or contractors who process transactions regarding any insurance coverage I may have applied for or have with the Company or affiliated companies. I understand the information obtained by use of the Authorization will be used by the Company to determine eligibility for insurance and eligibility for benefits under an existing policy.

• I understand that I may request to be interviewed if an investigative consumer report is prepared.
  You may contact me between the hours of _______ and ________. My telephone number is (______)_________________.
• I know that I have a right to get a copy of this form. A photocopy of this form will be as valid as the original.
• This form will be valid for 24 months from the date shown below.
• I acknowledge receipt of the following notices: Notice Regarding Consumer Reports; Notice Regarding MIB; and Notice Regarding Information Practices.

Each of the undersigned also declares that:

1. I have read the statements and answers given in this application and affirm that they are true and complete to the best of my knowledge and belief and also correctly recorded.
2. (1) This application consists of Sections A through L, supplemental questionnaires, and medical exam and will be the basis for any policy issued on this application; (2) Any policy issued on this application will not take effect unless the first full premium is paid and the policy is delivered to the Owner of such policy during the lifetime and continued insurability, as stated in the application, of the person(s) to be covered by such policy, except as otherwise provided in the Conditional Receipt, if issued, with the same date as this application; (3) Except where permitted expressly by statute or regulation, no agent or medical examiner has the authority to waive the answer to any question in the application, to pass on insurability, to make or alter any contract or waive any of the Company's rights or requirements; (4) No change in the amount, classification, age at issue, plan of insurance or benefits on this application shall be effective unless agreed to in writing by the proposed insured and owner.

Automatic Telephone Privileges - Variable Products Only

I acknowledge that my policy automatically will provide telephone privileges to perform certain transactions as specified in the current prospectus to me as policy owner and to my agent/registered representative and the registered representative's assistant. I also agree that the Company and its distributor will not be liable for any loss, damage, costs or expenses incurred in acting on telephone instructions reasonably believed to be authentic. The Company may employ procedures that might include requiring forms of personal identification before accepting such telephone instructions. I understand that if I do not want myself or my agent/registered representative and the registered representative's assistant to have such telephone privileges, I must indicate so below. I also understand that once granted, such privilege can be revoked only upon receipt of signed written instructions at the Company.
[ ] I do not want telephone privileges.
[ ] I do not want telephone privileges granted to my agent/registered representative and the registered representative's assistant.

Signed at (City, State)		Signature of Agent/Registered Rep. X
Signature of Proposed Insured if age 15 or older X	Date	Agent ID #	Agent State Lic. #	Registered Rep. #
Signature of Proposed Other Insured X			Date
Signature of Proposed Owner if other than the Proposed Insured X			Date
Signature of Parent or Guardian if other than Proposed Owner and Proposed Primary is a minor X

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110945

AGENT'S REPORT

Section 1. To be completed by the Agent. For questions about this application or requirements, contact the underwriting department.

Agent Name/Broker Dealer Agent ID # % Split Hierarchy
Pointer ID Hierarchy
Pointer Name

Section 2. Premium Information

Initial Payment [ ] Check    [ ] COD    [ ] 1035 Exchange    [ ] Home Office Credit    [ ] Conversion
Age Used in Calculating Premium	Initial Payment	Requested Modal Payment	Amount Collected		Annualized Planned Periodic Premium	Amount Received by Home Office
	$	$	$		$	$ (To be completed by Home Office.)
Mode of Payment [ ]  Annually [ ]  Semi-Annually [ ]  Quarterly [ ]  Monthly (Complete EFT Form.) [ ]  Other _____________________________________________				[ ] Government/Military Allotment (Complete allotment form.) [ ] Payroll Deduction/List Bill (Enter Special Collect Number if plan already exists.)___________________________

Section 3. Compliance Information

1. Did you obtain the Proposed Insured's Declarations in this application in person and record them in the presence of the Proposed Insured? (If not, arrange for exam)   [ ] Yes   [ ] No
2. Have you delivered the Notice Regarding Consumer Reports, the Notice Regarding MIB Inc., and the Notice Regarding Information Practices to the Proposed Insured(s) or Proposed Owner?   [ ] Yes   [ ] No
3. To the best of your knowledge and belief, will any existing life or annuity coverage be replaced, lapsed, surrendered, or borrowed against? (If yes, submit applicable state replacement forms)   [ ] Yes   [ ] No
4. If premium was accepted, was the Conditional Receipt completed and delivered to the Proposed Insured or Proposed Owner?    [ ] Yes   [ ] No

Section 4. Insured Information

1. How long have you known the Proposed Insured?____________ Are you related? [ ] Yes   [ ] No    If yes, how? _______________________
2. How much insurance does the Proposed Insured's spouse own payable to the Proposed Insured or other dependents? $___________________
3. If this application is on a juvenile, please indicate the amount of life insurance in force on each parent or sibling.
   Father $__________________________     Mother $__________________________     Siblings $__________________________
4. a. Did you use a fact finder or needs analysis tool in connection with this sale?   [ ] Yes    [ ] No
   b. If yes, which one(s)?_______________________________________________________

5.	Please check the medical requirements ordered:	[ ] Paramedical Exam   [ ] HOS    [ ] Blood Profile   [ ] Inspection   [ ] Stress EKG [ ] EKG   [ ] MD Exam   [ ] Paramed Company________________________________
6.	Does the proposed insured speak English?		[ ] Yes   [ ] No
	a. If no, were the application and all solicitation materials interpreted for and understood by the proposed insured and owner?		[ ] Yes   [ ] No
	b. If no, will the policy form be interpreted for the proposed owner?		[ ] Yes   [ ] No

Section 5. Funded ERISA Plan Information

If the policy will be owned by a "Funded ERISA Plan", you must specify the plan and trust type by checking the appropriate box below and provide the other information indicated.
[ ] Tax-qualified plan (specify, i.e. 401(a), profit sharing, defined benefit, defined contribution, and HR10): _______________________________
[ ] Section 419/419A plan (specify trust name):_____________________________________________________________
[ ] VEBA Trust (specify trust name):_____________________________________________________________
[ ] Secular Trust

Section 6. Remarks (Use this area to request alternates/optionals.)

Section 7. Agent's Signature Section

Agent's Signature(s)		Date	Contact for Requirements
Telephone	Fax number	Email address

7

110945

[ING Logo]

Electronic Funds Transfer (EFT)

Request and Authorization Agreement for Pre-Arranged Payments or Electronic Bank Debit Plan for Payment of Premiums. ReliaStar Life Insurance Company, Security-Connecticut Life Insurance Company, Security Life of Denver Insurance Company or Southland Life Insurance Company (the "Company") is hereby requested and authorized to draw checks or initiate bank debits to be charged against the account described in the Authorization below.

Please X one of the boxes below:
[ ] Start new EFT Plan
[ ] Add to existing EFT Plan No.
     __________________________
[ ]Change existing bank name or Accounting No. Policy Number Proposed Insured's Name (First/Middle Initial/Last) Monthly Deduction

I request the day of withdrawals or debits to my account to be on or about the _________ of each month. (Any day from the 1st through the 28th of the month may be selected.)

Bank Account Information and Type (Please check one box: Either Checking or Savings)

Check company(ies):
[ ] ReliaStar Life Insurance Company
[ ] Security-Connecticut Life Insurance Company
[ ] Security Life of Denver Insurance Company
[ ] Southland Life Insurance Company

  Staple voided check here
       -NOT Deposit Slip- [ ] Checking    [ ] Savings   __________________________

  Banking Account Number __________________________
 
Transit Routing Number (9 digits) ______________________
 
Name of Bank or Credit Union _____________________________
 
Street ________________________________________________
 
City _________________     State _______   Zip ______________

Terms of the EFT Plan

Each debit will be: (1) in an amount sufficient to pay a proper proportion of the annual premium at the Company's EFT premium rate; (2) notice of premium due and no further notice of premium will be given; (3) a receipt for the amount stated thereon if and when the Company receives actual payment. If a debit is not honored by the bank upon presentation for payment by the Company, such action by the bank will be notice of nonpayment of premium.

The EFT Plan for premium payment may be terminated by the Policyowner or by the Bank Depositor/premium payor by written notice filed with the Company and may be terminated by the bank in which the account is maintained. The Company also may terminate without notice if any debit is not honored upon presentation, otherwise upon 30 days written notice to the Policyowner. In the event the Plan is terminated for any cause, any unpaid premiums, and premiums which have due dates that occur on or after the date of termination, will be paid directly to the Company at the premium rate and on the premium due date which would have been applicable to each policy if it had not been placed under the EFT Plan for premium payment. If the Company is not paid within the time required by the policies, the said policies will lapse and have no further value, except as otherwise provided in said policies.

The Company may, at its discretion from time to time, effect payments by use of prearranged payments (debit) or an electronic bank debit system.

It is agreed that:   

• This authorization will apply to any conversion, renewal or change made in said policies.
• The Company encourages the Policyowner to obtain overdraft protection from its bank to avoid any unhonored withdrawals and associated fees.
• The Company may increase the premium withdrawal amount sufficient to maintain insurance coverage. Such increase would occur 30 days after providing written notification of the increase.

Authorization Agreement for Prearranged Payments (Debits)

I (we) authorize ReliaStar Life Insurance Company, Security-Connecticut Life Insurance Company, Security Life of Denver Insurance Company or Southland Life Insurance Company (the "Company") to make variable charges to my (our) checking or savings account identified above, and authorize the financial institution named above to withdraw funds from (debit) such account and pay to the Company's order accordingly. This authorization will remain in effect until the financial institution has received and has had reasonable time to act on a written request from me (us) to terminate this agreement.

I have read and understand the above statement:

Signature of Bank Account Owner	Social Security/Tax I.D. Number	Date Signed
Signature of Bank Account Owner	Social Security/Tax I.D. Number	Date Signed

8

110945

[ING Logo]

If premium is collected, detach this receipt and give to client.

CONDITIONAL RECEIPT

Check the company to which premium is being paid:
[ ] ReliaStar Life Insurance Company, 20 Washington Avenue South, Minneapolis, MN 55401-1908
[ ] Security-Connecticut Life Insurance Company, 20 Security Drive, Avon, CT 06001-4237
[ ] Security Life of Denver Insurance Company, 1290 Broadway, Denver, CO 80203-5699
[ ] Southland Life Insurance Company, P.O. Box 5610, Denver, CO 80217-9806

IF WITHIN THE LAST YEAR, THE PROPOSED INSURED HAS RECEIVED ANY TREATMENT OR ADVICE FROM A PHYSICIAN FOR TUMOR OR CANCER OR ANY BRAIN, HEART, LUNG OR KIDNEY DISORDER, A CONDITIONAL RECEIPT MAY NOT BE GIVEN AND PREMIUM MAY NOT BE COLLECTED.

Received from

__________________________________________

the sum of

__________________________________________

in payment of the first full modal premium for an insurance policy applied for on the life of

__________________________________________

Proposed Insured, for which this application as dated below has been made to ReliaStar Life Insurance Company, Security-Connecticut Life Insurance Company, Security Life of Denver Insurance Company and/or Southland Life Insurance Company (the "Company").

This Conditional Receipt does not create temporary or interim insurance and it does not provide any coverage except as provided herein.

I. REPRESENTATIONS -- Applicable to each Proposed Insured named above

1.	Has the Proposed Insured(s):		Yes     No
	a.	In the past 10 years had unintentional weight loss, or any symptoms of a disease or an impairment for which the Proposed Insured(s) has not consulted a physician?	[ ]      [ ]
	b.	ever had, or now have, any type of heart disease, stroke, or other vascular disease?	[ ]      [ ]
	c.	ever had, or now have, any type of cancer, leukemia, malignant tumor, or disorder of the immune system?	[ ]      [ ]
	d.	attained age 70?	[ ]      [ ]
2.	For each Proposed Insured, is the initial amount of life insurance applied for on all applications pending with the Company plus the current amount of all existing life insurance with the Company more than $4,500,000?		[ ]      [ ]
3.	For each Proposed Insured, does existing life insurance with all insurers plus amount applied for in pending application(s) with all insurers exceed $10,000,000? (For #2 and #3 amount of insurance calculations, include all policies, term riders, and accidental death coverage and second to die coverage for each Proposed Insured.)		[ ]      [ ]

If any of the above questions are answered YES or LEFT BLANK, the agent is not authorized to accept a premium, and there will be NO COVERAGE. There also will be no coverage under this receipt if 1035 exchange paperwork is received without premium payment. Premium may be paid by cash, check or authorized withdrawal. Make all checks payable to the Company, not the agent.

II. TERMS AND CONDITIONS

AMOUNT OF COVERAGE

If the Proposed Insured(s) dies while this coverage is in effect, the Company will pay to the beneficiary named in the Application the lesser of: (a) the amount of death benefit, if any, which would be payable under the policy and any riders if issued as applied for under the Application; or (b) $4,500,000. This coverage is subject to any limits or exclusions which would be part of the issued coverage. If for any reason the Company is liable for any coverage as a result of any other pending applications or conditional receipts on the lives of Proposed Insured(s), the Company's total liability shall not exceed $4,500,000; and the $4,500,000 will be prorated among the respective coverages. There is no premium waiver coverage, or coverage for the death of any person other than the Proposed Insured(s). No death benefit is payable for a second to die or last survivorship policy unless both Proposed Insureds die while this coverage is in effect.

GENERAL

Premium(s) will be returned if no policy is delivered and no benefit is paid under this coverage. If a policy is delivered, premium(s) will be applied to the first policy premium.

All the above representations are true and complete to the best of my knowledge and belief. I agree that they are to be relied on for this coverage.

No agent can waive or modify this coverage in any way.

DATE COVERAGE BEGINS

Coverage under this receipt starts when: Part 1 of the Application is completed; a premium has been accepted; and this form has been completed and signed.

DATE COVERAGE ENDS

This coverage will end automatically on the earliest of the date:

• Premium(s) are returned.
• Five days after a notice of termination is mailed to the owner's address shown on the application. Coverage starts under any policy resulting from the Application.
• A policy resulting from the Application is refused.
• 90 days after the date this form is signed.

The Company may send a notice or return premium terminating this coverage any time before delivery of the policy.

NO COVERAGE

There is no insurance coverage if:

• There is a material misrepresentation in the answers to the questions above or to any question or statement in the Application.
• A Proposed Insured dies by suicide or intentional self-inflicted injury.
• The premium check or authorized withdrawal is not honored.

____________________________________________
Proposed Insured/Owner Signature

____________________________________________
Signed at City/State

____________________________________________
Licensed Agent Signature                                    Date

____________________________________________
Print Agent Name

____________________________________________
Agent Telephone Number

9

110945

EX-2

[ING Americas U.S. Legal Services letterhead]

EXHIBIT 2

November 14, 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.
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/ J. Neil McMurdie

J. Neil McMurdie
Counsel

EX-6.A

EXHIBIT 6.A

[Letterhead of ING Security Life]

November 14, 2001

Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203-5699

Re:	Security Life Separate Account L1
	Initial Registration; SEC File No. 333-____

Gentlemen:

In my capacity as Executive Vice President of Security Life of Denver Insurance Company ("Security Life"), I have provided actuarial advice concerning:

The preparation of the Registration Statement on Form S-6 (File No. 333-_____) 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 Strategic Investor variable universal life insurance policies; and

The preparation of the policy forms for the Strategic Investor variable universal life insurance policies described in the Registration Statement (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 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-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., J. Neil McMurdie, 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.

(i)

to enable the said corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, 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 and Investment Company 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

(ii)

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 7th day of November, 2001.

/s/ Douglas W. Campbell

Douglas W. Campbell

Senior Vice President, Agency Sales

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., J. Neil McMurdie, 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.

(i)

to enable the said corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, 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 and Investment Company 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

(ii)

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 13th day of November, 2001.

/s/ Wayne R. Huneke

Wayne R. Huneke

Chief Financial Officer

In the Presence of:

/s/ Karen 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 J. Neil McMurdie, 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.

(i)

to enable the said corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, 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 and Investment Company 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

(ii)

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 5h day of November, 2001.

/s/ James L. Livingston, Jr.

James L. Livingston, Jr.

Executive Vice President

In the Presence of:

/s/ Jeffrey Pike

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., J. Neil McMurdie, 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.

(i)

to enable the said corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, 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 and Investment Company 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

(ii)

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 13th day of November, 2001.

/s/ P. Randall Lowery

P. Randall Lowery

Director

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., J. Neil McMurdie, 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.

(i)

to enable the said corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, 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 and Investment Company 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

(ii)

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 13th day of November, 2001.

/s/ Robert C. Salipante

Robert C. Salipante

Chief Executive Officer

In the Presence of:

/s/ Diana Cavender

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., J. Neil McMurdie, 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.

(i)

to enable the said corporation to comply with the Securities Act of 1933, as amended, and the Investment Company Act of 1940, 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 and Investment Company 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

(ii)

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 13th day of November, 2001.

/s/ Chris D. Schreier

Chris D. Schreier

President

In the Presence of:

/s/ Patricia A. Thompson