485BPOS

As filed with the Securities and Exchange Commission on April 9, 2002

Registration No. 33-74190

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

Post-Effective Amendment No. 15
_________________
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.	KIMBERLY J. SMITH, ESQ.
ING U.S. Financial Services	ING U.S. Financial Services
1290 Broadway	Retail Products Group
Denver, Colorado 80203-5699	1475 Dunwoody Drive
(303) 860-2127	West Chester, Pennsylvania 19380
	(610) 425-3427
(Names and Addresses of Agents for Service)

____________________________

It is proposed that this filing will become effective:

	on ____________, 2002 pursuant to paragraph (a) of Rule 485
	60 days after filing pursuant to paragraph (a) of Rule 485
X	on May 1, 2002 pursuant to paragraph (b) of Rule 485
	immediately upon filing pursuant to paragraph (b) of Rule 485
	this post-effective amendment designates a new effective date for a previously filed post-effective amendment

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

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

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

Prospectus

<R>FIRSTLINE and FIRSTLINE II VARIABLE UNIVERSAL LIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICIES</R>
issued by

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

<R>Consider carefully the policy charges and deductions beginning on page 56 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.
 
The policies are not available in all jurisdictions. The policies are 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 insurance products which may have different fees and charges and better match your needs. Contact your agent/registered representative if you would like information about these other products.
 
Replacing your existing life insurance policy(ies) with one of these policies may not be beneficial to you. Your existing policy(ies) may be subject to fees or penalties upon surrender or cancellation.</R>

Your Policy

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

Your Premium Payments

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

Your Account Value

• <R>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</R>
• has a minimum guaranteed rate of return for amounts in the guaranteed interest division
• is subject to specified expenses and charges, including possible surrender charges.

Death Proceeds

• are paid if the policy is in force when the insured person dies
• <R>are equal to the death benefit minus any outstanding policy loans, 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 - for FirstLine policies delivered on or before December 31, 1997, a stated death benefit plus the sum of the premium payments we receive minus partial withdrawals you have taken

• are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.</R>

<R>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.

The life insurance policies described in this prospectus are NOT a bank deposit or obligation, federally insured or backed by any bank or government agency.

Date of Prospectus May 1, 2002</R>

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:	<R>Customer Service Center P.O. Box 173888 Denver, CO 80217-3888 (877) 253-5050</R>

<R>"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 policies. Your actual policy and any riders are the controlling documents. If you would like to review a copy of the policy and riders, contact our customer service center or your agent/registered representative.</R>

FirstLine/FirstLine II   			2

TABLE OF CONTENTS

<R>POLICY SUMMARY			4
	Your Policy		4
	Factors to Consider Before Purchasing a Policy		4
	Free Look Period		4
	Premium Payments		4
	Charges and Deductions		5
	Guaranteed Interest Division		6
	Variable Investment Options		6
	Policy Values		10
	Transfer of Account Value		10
	Special Policy Features		10
	Policy Modification, Termination and Continuation Features		11
	Death Benefits		11
	Tax Considerations		12
INFORMATION ABOUT ING SECURITY LIFE, THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS			14
	Security Life of Denver Insurance Company		14
	Security Life Separate Account L1		14
	Guaranteed Interest Division		23
DETAILED INFORMATION ABOUT THE POLICIES			24
	Applying for a Policy		24
	Temporary Insurance		24
	Policy Issuance		25
	Premium Payments		25
	Premium Payments Affect Your Coverage		28
	Death Benefits		28
	Riders		35
	Special Features		38
	Persistency Refund		39
	Policy Values		40
	Transfer of Account Value		42
	Dollar Cost Averaging		43
	Automatic Rebalancing		44
	Policy Loans		44
	Partial Withdrawals		45
	Lapse		47
	Reinstatement		49
	Surrender		49
	General Policy Provisions		49
		Free Look Period	49
		Your Policy	50
		Guaranteed Issue	50
		Age	50
		Ownership	50
		Beneficiaries	50
		Collateral Assignment	51
		Incontestability	51
		Misstatements of Age or Gender	51
		Suicide	51
		Transaction Processing	51
		Notification and Claims Procedures	52
		Telephone Privileges	52
		Non-participation	52
		Distribution of the Policies	52
		Advertising Practices and Sales Literature	53
		Settlement Provisions	53
	Administrative Information About the Policy		54
CHARGES AND DEDUCTIONS			56
	Premium Deductions		56
	Daily Charge		56
	Monthly Charges		57
	Transaction Fees		58
	Group or Sponsored Arrangements, or Corporate Purchasers		61
TAX CONSIDERATIONS			61
	Tax Status of the Company		61
	Tax Status of the Policy		62
	Diversification and Investor Control Requirements		62
	Tax Treatment of Policy Death Benefits		63
	Modified Endowment Contracts		63
	Multiple Policies		63
	Distributions Other than Death Benefits		63
	Investment in the Policy		64
	Policy Loans		64
	Accelerated Death Benefit Rider		64
	Continuation of Policy Beyond Age 100		64
	Section 1035 Exchanges		65
	Tax-exempt Policy Owners		65
	Possible Tax Law Changes		65
	Changes to Comply with the Law		65
	Other		65
ADDITIONAL INFORMATION			67
	Directors and Principal Officers		67
	Regulation		68
	Legal Matters		68
	Legal Proceedings		68
	Experts		68
	Registration Statement		68
FINANCIAL STATEMENTS			69
APPENDIX A			213
APPENDIX B			214
APPENDIX C			215</R>

FirstLine/FirstLine II   			3

POLICY SUMMARY

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

The term "policy" in this prospectus refers to the standard FirstLine or FirstLine II variable universal life policy you purchased.</R>

Your Policy

<R>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 option. See Policy Maturity, page 38, and Continuation of Coverage, page 38.

Factors to Consider Before Purchasing a Policy

The decision to purchase a policy should be discussed with your agent/registered representative. Make sure you understand the investment options your policy provides, its other features and benefits, its risks and the fees and expenses you will incur. Consider the following matters, among others:

• Life Insurance Coverage - Life insurance is not a short-term investment and should be purchased only if you need life insurance coverage. You should evaluate your need for life insurance coverage before purchasing a policy.
• Investment Risk - The value of the available variable investment options may fluctuate with the markets and interest rates. You should evaluate the policy's long-term investment potential and risks before purchasing a policy.
• Fees and Expenses - A policy's fees and expenses reflect costs associated with its features and benefits. Before purchasing a policy, compare the value that these various features and benefits have to you, given your particular circumstances, with the fees and expenses for those features and benefits.
• Exchanges - Replacing your existing life insurance policy(ies) with one of these policies may not be beneficial to you. Before purchasing a policy, determine whether your existing policy(ies) will be subject to fees or penalties upon surrender or cancellation. Also compare the fees, charges, coverage provisions and limitations, if any, of your existing policy(ies) with those of this policy.
• Sales Compensation - We pay compensation to firms for sales of these policies. See Distribution of the Policies, page 52.

Free Look Period

Within limits as 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 49.

Premium Payments

Each 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.</R>

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 28.

Allocation of Net Premium

<R>Each policy has premium-based charges which are subtracted from your payments. We add the

FirstLine/FirstLine II   			4

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 27.

Charges and Deductions

All charges presented here are guaranteed unless stated otherwise.

Charges and Deductions

Other Than Investment Portfolio Annual Expenses
(See Charges and Deductions, page 56)

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	Percentage of premium paid based on policy/segment issue age: 2.25% for ages 0-49; 3.25% for ages 50-59; 4.25% for ages 60-85.

Daily Charge - Deducted daily and included in the daily unit value calculation.

Charge	Amount Deducted
Mortality and Expense Risk Charge	Percentage of account value invested in the variable investment options: 0.002055% daily (0.75% annually)

Monthly Charges - Maximum amount deducted each month from account value.

Charge	Amount Deducted
Policy Charge	$10 per month in policy years 1 - 3.
Administrative Charge	For FirstLine Policies: $3 per month plus $0.0125 per $1,000 of stated death benefit or target death benefit, if greater. $18 monthly maximum. For FirstLine II Policies: $3 per month plus $0.025 per $1,000 of stated death benefit or target death benefit, if greater. $33 current monthly limit.
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. See Riders, page 35.
Guaranteed Minimum Death Benefit Charge (if selected)	Assessed on FirstLine policies only: Maximum, $0.01 per $1,000 of the stated death benefit during the guarantee period. We currently assess $0.005 per $1,000 of the stated death benefit during the guarantee period.

FirstLine/FirstLine II   			5

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. We currently do not deduct this fee, but we reserve the right to deduct it in the future.
Surrender Charge	Administrative Surrender Charge: Maximum, $6.50 per $1,000 of stated death benefit during the first fourteen policy/segment years. Price based on the insured person's age at policy/segment date. Sales Surrender Charge: Up to 50% of the standard target premium. Surrender charge will be assessed upon a decrease in death benefit or full or partial surrender from account value.</R>

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 23.

<R>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.

Investment Portfolio Fees and Expenses

The variable investment options purchase shares of the investment portfolios at net asset value. This price reflects investment management fees, 12b-1 distribution fees and other direct expenses which are set by the investment portfolio and 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 each investment portfolio's prospectus.

We receive 12b-1 distribution fees from some investment portfolios. Additionally, each of the investment portfolios or their affiliates pays us compensation for recordkeeping, administration or other services. The amount of compensation is usually based on the aggregate assets of the investment portfolio from policies that we issue or administer. Some investment portfolios or their affiliates pay us more than others and some of the amounts we receive may be significant.

Risks Associated with Investing in the Investment Portfolios

Each investment portfolio has its own investment objective and risks. Information about the risks associated with investing in the investment

FirstLine/FirstLine II   			6

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 15.

An investment portfolio available through the policy may not be the same as a retail mutual fund with the same or 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.

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

Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	Total Net Portfolio Expenses
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund - Series I 1	0.61%	N/A	0.24%	0.85%	N/A	0.85%
AIM V.I. Government Securities Fund - Series I 1, 2	0.50%	N/A	0.57%	1.07%	N/A	1.07%
The Alger American Fund
Alger American Growth Portfolio	0.75%	0.00%	0.06%	0.81%	N/A	0.81%
Alger American Leveraged AllCap Portfolio	0.85%	0.00%	0.07%	0.92%	N/A	0.92%
Alger American MidCap Growth Portfolio	0.80%	0.00%	0.08%	0.88%	N/A	0.88%
Alger American Small Capitalization Portfolio	0.85%	0.00%	0.07%	0.92%	N/A	0.92%
Fidelity Variable Insurance Products Fund
Asset Manager SM Portfolio	0.53%	N/A	0.11%	0.64%	N/A	0.64%
Growth Portfolio 3	0.58%	N/A	0.10%	0.68%	N/A	0.68%
Index 500 Portfolio 4	0.24%	N/A	0.11%	0.35%	N/A	0.35%
Money Market Portfolio	0.18%	N/A	0.10%	0.28%	N/A	0.28%
Overseas Portfolio 3	0.73%	N/A	0.19%	0.92%	N/A	0.92%
The GCG Trust
Fully Managed Portfolio	0.94%	0.00%	0.01%	0.95%	0.00%	0.95%
Mid-Cap Growth Portfolio	0.88%	0.00%	0.01%	0.89%	0.00%	0.89%
ING Partners, Inc
ING UBS Tactical Asset Allocation Portfolio - Initial Class 5	0.90%	N/A	0.20%	1.10%	N/A	1.10%
ING Van Kampen Comstock Portfolio - Initial Class 5	0.60%	N/A	0.35%	0.95%	N/A	0.95%
ING Income Shares
ING VP Bond Portfolio - Class R Shares	0.40%	N/A	0.10%	0.50%	N/A	0.50%
ING Variable Portfolios, Inc
ING VP Index Plus LargeCap Portfolio - Class R Shares 6	0.35%	N/A	0.10%	0.45%	N/A	0.45%
ING VP Index Plus MidCap Portfolio - Class R Shares 6	0.40%	N/A	0.15%	0.55%	N/A	0.55%
ING VP Index Plus SmallCap Portfolio - Class R Shares 6	0.40%	N/A	0.31%	0.71%	0.11%	0.60%
ING Variable Products Trust
ING VP Growth Opportunities Portfolio - Class R Shares 7	0.75%	N/A	1.07%	1.82%	0.92%	0.90%
ING VP MagnaCap Portfolio - Class R Shares 7	0.75%	N/A	1.47%	2.22%	1.32%	0.90%

FirstLine/FirstLine II   			7

Portfolio	Investment Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	Total Net Portfolio Expenses
ING VP MidCap Opportunities Portfolio - Class R Shares 7	0.75%	N/A	1.91%	2.66%	1.76%	0.90%
ING VP SmallCap Opportunities Portfolio - Class R Shares 7	0.75%	N/A	0.40%	1.15%	0.25%	0.90%
INVESCO Variable Investment Funds, Inc.
INVESCO VIF-Core Equity Fund 8	0.75%	N/A	0.34%	1.09%	0.00%	1.09%
INVESCO VIF-Health Sciences Fund	0.75%	N/A	0.31%	1.06%	0.00%	1.06%
INVESCO VIF-High Yield Fund 8	0.60%	N/A	0.42%	1.02%	0.00%	1.02%
INVESCO VIF-Small Company Growth Fund 8, 9	0.75%	N/A	0.54%	1.29%	0.04%	1.25%
INVESCO VIF-Total Return Fund 8, 10	0.75%	N/A	0.56%	1.31%	0.16%	1.15%
INVESCO VIF-Utilities Fund 8, 11	0.60%	N/A	0.77%	1.37%	0.22%	1.15%
Janus Aspen Series Service Shares 12
Janus Aspen Aggressive Growth Portfolio	0.65%	0.25%	0.02%	0.92%	N/A	0.92%
Janus Aspen Growth Portfolio	0.65%	0.25%	0.01%	0.91%	N/A	0.91%
Janus Aspen International Growth Portfolio	0.65%	0.25%	0.06%	0.96%	N/A	0.96%
Janus Aspen Worldwide Growth Portfolio	0.65%	0.25%	0.04%	0.94%	N/A	0.94%
Neuberger Berman Advisers Management Trust
Growth Portfolio 13	0.84%	N/A	0.05%	0.89%	0.00%	0.89%
Limited Maturity Bond Portfolio 13	0.65%	N/A	0.08%	0.73%	0.00%	0.73%
Partners Portfolio 13	0.82%	N/A	0.05%	0.87%	N/A	0.87%
Pioneer Variable Contracts Trust
Mid Cap Value VCT Portfolio - Class I Shares	0.65%	N/A	0.14%	0.79%	N/A	0.79%
Small Cap Value VCT Portfolio - Class I Shares 14, 15	0.75%	N/A	77.09%	77.84%	76.59%	1.25%
Putnam Variable Trust
Putnam VT Growth and Income Fund - Class IB Shares 16	0.46%	0.25%	0.05%	0.76%	N/A	0.76%
Putnam VT New Opportunities Fund - Class IB Shares 16	0.54%	0.25%	0.05%	0.84%	N/A	0.84%
Putnam VT Small Cap Value Fund - Class IB Shares 16	0.80%	0.25%	0.14%	1.19%	N/A	1.19%
Putnam VT Voyager Fund - Class IB Shares 16	0.53%	0.25%	0.04%	0.82%	N/A	0.82%
Van Eck Worldwide Insurance Trust
Worldwide Bond Fund	1.00%	N/A	0.24%	1.24%	0.05%	1.19%
Worldwide Emerging Markets Fund	1.00%	N/A	0.30%	1.30%	0.02%	1.28%
Worldwide Hard Assets Fund	1.00%	N/A	0.18%	1.18%	0.03%	1.15%
Worldwide Real Estate Fund	1.00%	N/A	0.62%	1.62%	0.12%	1.50%

____________________________

¹      Compensation to the Company for administrative or recordkeeping services may be paid out of fund assets in an amount up to 0.25% annually. Any such fees paid from the AIM Funds' assets are included in the "Other Expenses" column.

²     Other Expenses includes Interest Expense of 0.28%.

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. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances are used to reduce a portion of the fund's custodian expenses. These offsets may be discontinued at any time.

FirstLine/FirstLine II   			8

⁴     The fund's manager has voluntarily agreed to reimburse the class to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions and extraordinary expenses) exceed 0.28%. This arrangement can be discontinued by the fund's manager at any time. Including this reimbursement, the Management (Advisory) Fees, Other Expenses and Total Fund Annual Expenses in 2001 were 0.24%, 0.04% and 0.28%, respectively.

⁵     Other Expenses shown in the above table are based on estimated amounts for the current fiscal year.

⁶     ING Investments, LLC, the investment adviser to each Portfolio, has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolios, excluding interest, brokerage and extraordinary expenses, subject to possible reimbursement to ING Investments, LLC within three years. The amount of each Portfolio's expenses waived or reimbursed during the last fiscal year by the Portfolio's investment adviser is shown under the heading "Fees and Expenses Waived or Reimbursed" in the table above. For each Portfolio, the expense limits will continue through at least December 31, 2002.

⁷     ING Investments, LLC has entered into written expense limitation agreements with each Portfolio under which it will limit expenses of the Portfolio, excluding interest, taxes, brokerage and extraordinary expenses subject to possible reimbursement to ING Investments, LLC within three years. The amount of each Portfolio's expenses waived or reimbursed during the last fiscal year by ING Investments, LLC is shown under the heading "Fees and Expenses Waived or Reimbursed" in the table above. The expense limits will continue through at least October 31, 2002.

⁸     The Portfolios' "Other Expenses" and "Total Portfolio Expenses" were lower than the figure shown because their custodian fees were reduced under expense offset arrangements.

⁹     INVESCO absorbed a portion of VIF-Small Company Growth Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.50% and 1.25%, respectively.

¹⁰     INVESCO absorbed a portion of VIF-Total Return Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.40% and 1.15%, respectively.

¹¹     INVESCO absorbed a portion of VIF-Utilities Fund's "Other Expenses" and "Total Portfolio Expenses." After this absorption, these expenses are 0.55% and 1.15%, respectively.

¹²     Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted by the National Association of Securities Dealers, Inc. All expenses are shown without the effect of any expense offset arrangements.

¹³     Neuberger Berman Management Inc. ("NBMI") has undertaken through April 30, 2005 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.

¹⁴     The Total Net Fund Annual Expenses in the table above reflect the expense limitation in effect through December 31, 2002 under which Pioneer has agreed not to impose all or a portion of its management fee and if necessary, to limit other ordinary operating expenses to the extent required to reduce Class I expenses to 1.25% of the average daily net assets attributable to Class I shares; the portion of the portfolio expenses attributable to Class II shares will be reduced only to the extent such expenses are reduced for Class I shares.

¹⁵     The Portfolio commenced operations on November 8, 2001, therefore Other Expenses shown above are annualized. Including the reimbursements and waivers applied by Pioneer, the Management (Advisory) Fees, Other Expenses and Total Fund Annual Expenses for the year ended December 31, 2001 were 0.00%, 1.25%, and 1.25%, respectively.

¹⁶     Reflects an increase in 12b-1 fees 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 0.22% of average net assets.</R>

FirstLine/FirstLine II   			9

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 40, and Partial Withdrawals, page 45.

<R>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 41.

The accumulation unit value for each variable investment option reflects the investment performance of the underlying investment portfolio during the valuation period. Each accumulation unit value reflects the expenses of the investment portfolios. See Determining Values in the Variable Investment Options, page 41, and How We Calculate Accumulation Unit Values, page 41.

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 42, and Policy Transaction Fees, page 58.</R>

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 38.

Riders

<R>You may attach additional benefits to your policy by rider. In most cases, we deduct an additional monthly charge from your account value for these benefits. See Riders, page 35.</R>

Dollar Cost Averaging

Dollar cost averaging is a systematic plan of transferring account values to selected investment options. It is intended to protect your policy's value from short-term price fluctuations. However, dollar cost averaging does not assure a profit, nor does it protect against a loss in a declining market. Dollar cost averaging is free. See Dollar Cost Averaging, page 43.

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 44.

Loans

<R>You may take loans against your policy's net cash surrender value. If you borrow against your policy we will charge interest. For FirstLine policies, the annual interest rate on loans is 3.75%. For FirstLine II policies, the annual interest rate on loans is 4.75%.

When you take a policy loan, we transfer an amount equal to your loan to the loan division as collateral for your loan. Interest is credited on amounts held in the loan division. For FirstLine policies, interest is credited at an annual rate of 3%. For FirstLine II policies, interest is credited at an annual rate of 4%. Beginning in your eleventh policy year, where permitted by law, we may include amounts in the loan division for calculation of your policy's persistency refund. See Policy Loans, page 44.</R>

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

Loans may have tax consequences. See Tax Considerations, page 61.

FirstLine/FirstLine II   			10

Partial Withdrawals

You may withdraw part of your net cash surrender value after your first policy anniversary. You may make twelve partial withdrawals per policy year. Partial withdrawals may reduce your policy's death benefit and will reduce your account value. We assess a fee for each partial withdrawal; surrender charges may apply as well. See Partial Withdrawals, page 45.

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 45, and Tax Considerations, page 61.

Persistency Refund

After your tenth policy anniversary, where permitted by law, we add a persistency refund to your account value. See Persistency Refund, page 39.

Policy Modification, Termination and Continuation Features

<R>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 38.</R>

Surrender

You may surrender your policy for its net cash surrender value at any time before the death of the insured person. All insurance coverage ends on the date we receive your request. If the surrender charge exceeds the available cash value, there will be no proceeds paid to you on surrender. See Surrender, page 49.

A surrender may have tax consequences. See Tax Considerations, page 61.

Lapse

In general, insurance coverage continues as long as your net cash surrender value is enough to pay the monthly deductions. However, your policy and its riders are guaranteed not to lapse during the first three years of your policy if the conditions of the special continuation period have been met. See Lapse, page 47 and Special Continuation Period, page 27.

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 49.

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

Continuation of Coverage

<R>If the policy is in force on the policy anniversary nearest the insured person's 100^th birthday, the policy will automatically continue pursuant to the terms of the policy unless you surrender it or such continuation is prohibited by law. See Continuation of Coverage, page 38.</R>

Death Benefits

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

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

We may lower this minimum for group or sponsored arrangements, or corporate purchasers.

<R>Different cost of insurance rates apply to each death benefit segment.</R>

FirstLine/FirstLine II   			11

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 62.

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 63.

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.

FirstLine/FirstLine II   			12

How the Policy Works

FirstLine/FirstLine II   			13

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

Security Life of Denver Insurance Company

<R>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 2001, we had over $387.3 billion of life insurance in force. As of December 31, 2001 our total assets were over $12.5 billion and capital and surplus were over $670 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 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 Security Life Separate Account L1 (the "separate account") on November 3, 1993, under Colorado insurance law. It is a unit investment trust, registered with the SEC under the Investment Company Act of 1940, as amended (the "1940 Act"). 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.</R>

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.

FirstLine/FirstLine II   			14

Investment Options

Investment options include the variable and the guaranteed interest divisions, but not the loan division. The separate account has several variable investment options which invest in shares of underlying investment portfolios. The investment performance of a policy depends on the performance of the investment portfolios you choose.

Investment Portfolios

<R>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 Aeltus Investment Management, Inc., Directed Services, Inc., ING Investments LLC, and ING Life Insurance and Annuity Company are not affiliated with us.</R>

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."

<R>The investment portfolios may sell shares to certain qualified pension and retirement plans that qualify under Section 401 of the Internal Revenue Code, as amended. 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.</R>

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

<R>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 names, 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. </R>

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
<R>AIM V.I. Capital Appreciation Fund - Series I	Investment Company: AIM Variable Insurance Funds Investment Adviser: A I M Advisors, Inc.	Seeks growth of capital. Seeks to meet its objective by investing principally in common stocks of companies the portfolio managers believe are likely to benefit from new or innovative products, services or processes as well as those that have experienced above-average, long-term growth in earnings and have excellent prospects for future growth.
AIM V.I. Government Securities Fund - Series I	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. Seeks to meet its objective by investing in debt securities issued, guaranteed or otherwise backed by the United States Government.</R>

FirstLine/FirstLine II   			15

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
Alger American Growth Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on growing companies that generally have broad product lines, markets, financial resources and depth of management. Under normal circumstances, the portfolio invests primarily in the equity securities of large companies. The portfolio considers a large company to have a market capitalization of $1 billion or greater.
Alger American Leveraged AllCap Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by investing, under normal circumstances, in the equity securities of companies of any size which demonstrate promising growth potential. The portfolio can leverage, that is, borrow money, up to one-third of its total assets to buy additional securities. By borrowing money, the portfolio has the potential to increase its returns if the increase in the value of the securities purchased exceeds the cost of borrowing, including interest paid on the money borrowed.
Alger American MidCap Growth Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on midsize companies with promising growth potential. Under normal circumstances, the portfolio invests primarily in the equity securities of companies having a market capitalization within the range of companies in the S&P MidCap 400 Index.
Alger American Small Capitalization Portfolio	Investment Manager: Fred Alger Management, Inc.	Seeks long-term capital appreciation by focusing on small, fast-growing companies that offer innovative products, services or technologies to a rapidly expanding marketplace. Under normal circumstances, the portfolio invests primarily in the equity securities of small capitalization companies. A small capitalization company is one that has a market capitalization within the range of the Russell 2000® Growth Index or the S&P SmallCap 600 Index.
<R>Asset Manager SM Portfolio	Investment Company: Fidelity Variable Insurance Products Investment Manager: Fidelity Management & Research Company	Seeks to obtain high total return with reduced risk over the long term by allocating its assets among stocks, bonds and short-term instruments. Assets are allocated among stocks, bonds, and short-term and money market instruments, maintaining a neutral mix over time of 50% of assets in stocks, 40% of assets in bonds, and 10% of assets in short-term and money market instruments.
Growth Portfolio	Investment Company: Fidelity Variable Insurance Products Investment Manager: Fidelity Management & Research Company	Seeks to achieve capital appreciation. Normally invests primarily in common stocks of companies the investment adviser believes have above-average growth potential (often called "growth" stocks).

FirstLine/FirstLine II   			16

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
Index 500 Portfolio	Investment Company: Fidelity Variable Insurance Products Investment Manager: Fidelity Management & Research Company Sub-Adviser: Deutsche Asset Management, Inc.	Seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the Standard & Poor's 500 Index (S&P 500). Normally invests at least 80% of assets in common stocks included in the S&P 500.
Money Market Portfolio	Investment Company: Fidelity Variable Insurance Products Investment Manager: Fidelity Management & Research Company	Seeks as high a level of current income as is consistent with preservation of capital and liquidity. Invests in U.S. dollar-denominated money market securities and repurchase agreements, and may enter into reverse repurchase agreements.
Overseas Portfolio	Investment Company: Fidelity Variable Insurance Products Investment Manager: Fidelity Management & Research Company	Seeks long-term growth of capital. Normally invests at least 80% of total assets in foreign securities, primarily in common stocks.
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 prudent investment risk. Pursues an active asset allocation strategy whereby investments are allocated among three asset classes-equity securities, debt securities, and money market instruments. Invests primarily in common stocks of established companies that are believed to have above-average potential for capital growth.
Mid-Cap Growth Portfolio	Investment Company: The GCG Trust Investment Manager: Directed Services, Inc. Portfolio Manager: Massachusetts Financial Services Company	Seeks long-term growth of capital. Normally invests at least 80% of its net assets in common stocks and related securities (such as preferred stocks, convertible securities and depositary receipts) of companies with medium market capitalizations which the Portfolio Manager believes have above-average growth potential.
ING UBS Tactical Asset Allocation Portfolio - Initial Class	Investment Company: ING Partners, Inc. Investment Adviser: ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) Sub-Adviser: UBS Global Asset Management (US) Inc.	Seeks total return, consisting of long-term capital appreciation and current income. Allocates assets between a stock portion that is designed to track the performance of the S&P 500 Composite Stock Index and a fixed income portion that consists of either five-year U.S. Treasury notes or U.S. Treasury bills with remaining maturities of 30 days.

FirstLine/FirstLine II   			17

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
ING Van Kampen Comstock Portfolio - Initial Class	Investment Company: ING Partners, Inc. Investment Adviser: ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) Sub-Adviser: Morgan Stanley Investment Management Inc. d/b/a Van Kampen	Seeks capital growth and income. Invests in a portfolio of equity securities, including common stocks, preferred stocks and securities convertible into common and preferred stocks consisting principally of common stocks.
ING VP Bond Portfolio (formerly Aetna Income Shares d/b/a Aetna Bond VP)- Class R Shares	Investment Company: ING Income Shares Investment Adviser: ING Investments, LLC Sub-Adviser: Aeltus Investment Management, Inc. (Aeltus)	Seeks to maximize total return as is consistent with reasonable risk, through investment in a diversified portfolio consisting of debt securities. Under normal market conditions, invests at least 80% of net assets in high-grade corporate bonds, mortgage-related and other asset-backed securities, and securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
ING VP Index Plus LargeCap Portfolio (formerly Aetna Index Plus Large Cap VP) - Class R Shares	Investment Company: ING Variable Portfolios, Inc. (formerly Aetna Variable Portfolios, Inc.) Investment Adviser: ING Investments, LLC Sub-Adviser: Aeltus Investment Management, Inc. (Aeltus)	Seeks to outperform the total return performance of the Standard & Poor's 500 Composite Index (S&P 500), while maintaining a market level of risk. Invests at least 80% of net assets in stocks included in the S&P 500. The S&P 500 is a stock market index comprised of common stocks of 500 of the largest companies traded in the U.S. and selected by Standard & Poor's Corporation.
ING VP Index Plus MidCap Portfolio (formerly Aetna Index Plus Mid Cap VP) - Class R Shares	Investment Company: ING Variable Portfolios, Inc. (formerly Aetna Variable Portfolios, Inc.) Investment Adviser: ING Investments, LLC Sub-Adviser: Aeltus Investment Management, Inc. (Aeltus)	Seeks to outperform the total return performance of the Standard & Poor's MidCap 400 Index (S&P 400), while maintaining a market level of risk. Invests at least 80% of net assets in stocks included in the S&P 400. The S&P 400 is a stock market index comprised of common stocks of 400 mid-capitalization companies traded in the U.S. and selected by Standard & Poor's Corporation.
ING VP Index Plus SmallCap Portfolio (formerly Aetna Index Plus Small Cap VP) - Class R Shares	Investment Company: ING Variable Portfolios, Inc. (formerly Aetna Variable Portfolios, Inc.) Investment Adviser: ING Investments, LLC Sub-Adviser: Aeltus Investment Management, Inc. (Aeltus)	Seeks to outperform the total return performance of the Standard and Poor's SmallCap 600 Index (S&P 600), while maintaining a market level of risk. Invests at least 80% of net assets in stocks included in the S&P 600. The S&P 600 is a stock market index comprised of common stocks of 600 small-capitalization companies traded in the U.S. and selected by Standard & Poor's Corporation.

FirstLine/FirstLine II   			18

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
ING VP Growth Opportunities Portfolio (formerly Pilgrim VP Growth Opportunities Portfolio) - Class R Shares	Investment Company: ING Variable Products Trust (formerly Pilgrim Variable Products Trust) Investment Adviser: ING Investments, LLC (formerly ING Pilgrim Investments, LLC)	Seeks long-term growth of capital. Invests primarily in common stock of U.S. companies that the portfolio managers feel have above average prospects for growth. Under normal market conditions, invests at least 65% of total assets in securities purchased on the basis of the potential for capital appreciation. These securities may be from large-cap, mid-cap or small-cap companies.
ING VP MagnaCap Portfolio (formerly Pilgrim VP MagnaCap Portfolio) - Class R Shares	Investment Company: ING Variable Products Trust (formerly Pilgrim Variable Products Trust) Investment Adviser: ING Investments, LLC (formerly ING Pilgrim Investments, LLC)	Seeks growth of capital, with dividend income as a secondary consideration. Under normal conditions, invests at least 80% of assets in equity securities that meet the following criteria: attractive valuation characteristics; dividends; and balance sheet strength. Candidates are also analyzed for some catalyst or vector of change that may spark an increase in share price. Normally, investments are generally in larger companies that are included in the largest 500 U.S. companies as measured by sales, earnings or assets.
ING VP MidCap Opportunities Portfolio (formerly Pilgrim VP MidCap Opportunities Portfolio) - Class R Shares	Investment Company: ING Variable Products Trust (formerly Pilgrim Variable Products Trust) Investment Adviser: ING Investments, LLC (formerly ING Pilgrim Investments, LLC)	Seeks long-term capital appreciation. Normally invests at least 80% of assets in the common stocks of mid-sized U.S. companies that the portfolio managers feel have above average prospects for growth. For this Portfolio, mid-size companies are those with market capitalizations that fall within the range of companies in the Standard & Poor's MidCap 400 Index (S&P MidCap 400 Index).
ING VP SmallCap Opportunities Portfolio (formerly Pilgrim VP SmallCap Opportunities Portfolio) - Class R Shares	Investment Company: ING Variable Products Trust (formerly Pilgrim Variable Products Trust) Investment Adviser: ING Investments, LLC (formerly ING Pilgrim Investments, LLC)	Seeks long-term capital appreciation. Normally invests at least 80% of assets in the common stock of smaller, lesser-known U.S. companies that the portfolio manager believes have above average prospects for growth. For this Portfolio, smaller companies are those with market capitalizations that fall within the range of companies in the Russell 2000® Index, which is an index that measures the performance of small companies.
VIF-Core Equity Fund (formerly, VIF-Equity Income Fund)	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to provide a high total return through both growth and current income by normally investing at least 65% (80% effective July 31, 2002) of its assets in common and preferred stock. At least 50% of common stock which the Fund holds will be dividend-paying common and preferred stocks. Stocks selected for the Fund generally are expected to produce income and consistent, stable returns. Although the Fund focuses on stocks of larger companies with a history of paying dividends, it also may invest in companies that have not paid regular dividends. The Fund will normally invest up to 5% of its assets in debt securities, generally corporate bonds that are rated investment grade or better.

FirstLine/FirstLine II   			19

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
VIF-Health Sciences Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks capital growth by normally investing at least 80% of its assets in the equity securities and equity-related instruments of companies that develop, produce, or distribute products or services related to health care. These companies include, but are not limited to, medical equipment or supplies, pharmaceuticals, biotechnology, and health care providers and services companies. A portion of the Fund's assets are not required to be invested in the sector.
VIF-High Yield Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks to provide a high level of current income by investing primarily in bonds and other debt securities. It also seeks capital appreciation. The Fund normally invests at least 65% (80% effective July 31, 2002) of its assets in a diversified portfolio of high yield corporate bonds rated below investment grade, commonly known as "junk bonds," and preferred stock with investment grade and below investment grade ratings. These investments generally offer higher rates of return, but are riskier than investments in securities of issuers with higher credit ratings. A portion of the Funds' assets may be invested in other securities such as corporate short-term notes, repurchase agreements, and money market funds. There are no limitations on the maturities of the securities held by the Fund, and the Fund's average maturity will vary as INVESCO responds to changes in interest rates.
VIF-Small Company Growth Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks long-term capital growth by normally investing at least 65% (80% effective July 31, 2002) of its assets in small-capitalization companies. INVESCO defines small capitalization companies as companies that are included in the Russell 2000® Growth Index at the time of purchase, or if not included in that Index, have market capitalizations of $2.5 billion or below at the time of purchase. The scope of the Index varies with market performance of the companies in the Index.
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 normally investing at least 65% of its assets in a combination of common stocks of companies with a history of paying regular dividends and in debt securities. Debt securities include corporate obligations and obligations of the U.S. government and government agencies. The remaining assets of the fund are allocated among these and other investments at INVESCO's discretion, based upon current business, economic and market conditions.

FirstLine/FirstLine II   			20

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
VIF-Utilities Fund	Investment Company: INVESCO Variable Investment Funds, Inc. Investment Adviser: INVESCO Funds Group, Inc.	Seeks capital growth. It also seeks current income. The Fund normally invests at least 80% of its assets in the equity securities and equity-related instruments of companies that produce, generate, transmit, or distribute natural gas or electricity, as well as in companies that provide telecommunications services, including local, long distance and wireless, and excluding broadcasting. The remainder of the fund's assets are not required to be invested in the utilities economic sector.
Janus Aspen Series Aggressive Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	A nondiversified Portfolio that seeks long-term growth of capital. Invests primarily in common stocks selected for their growth potential and normally invests at least 50% of its equity assets in medium-sized companies. Medium-sized companies are those whose market capitalization falls within the range of companies in the Standard and Poor's (S&P) MidCap 400 Index.
Janus Aspen Series Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital in a manner consistent with the preservation of capital. Invests primarily in common stocks selected for their growth potential. Although it can invest in companies of any size, it generally invests in larger, more established companies.
Janus Aspen Series International Growth Portfolio Service Shares	Investment Company: Janus Aspen Series Investment Adviser: Janus Capital	Seeks long-term growth of capital. Under normal circumstances, invests at least 80% of its net assets in securities of issuers from at least five different countries, excluding the United States. Although the Portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.
Janus Aspen Series 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 the preservation of capital. Invests primarily in common stocks of companies of any size located throughout the world. Normally invests in issuers from at least five different countries, including the United States. May at times invest in fewer than five countries or even in a single country.</R>
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.

FirstLine/FirstLine II   			21

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
Limited Maturity Bond Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks the highest available current income consistent with liquidity and low risk to principal by investing mainly in investment-grade bonds and other debt securities from U.S. Government and corporate issuers.
Partners Portfolio	Investment Company: Neuberger Berman Advisers Management Trust Investment Adviser: Neuberger Berman Management Inc. Sub-Adviser: Neuberger Berman, LLC	Seeks growth of capital by investing mainly in common stock of mid- to large-capitalization companies.
<R>Mid Cap Value VCT Portfolio - Class I Shares	Investment Company: Pioneer Variable Contracts Trust Investment Adviser: Pioneer Investment Management, Inc.	Seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks. Normally, invests at least 80% of total assets in equity securities of mid-size companies, that is, companies with market values within the range of market values of companies included in Standard & Poor's MidCap 400 Index.
Small Cap Value VCT Portfolio - Class I Shares	Investment Company: Pioneer Variable Contracts Trust Investment Adviser: Pioneer Investment Management, Inc.	Seeks capital growth by investing in a diversified portfolio of securities consisting primarily of common stocks. Normally, invests at least 80% of total assets in equity securities of small companies, that is, companies with market values within the range of market values of issuers included in the Russell 2000® Index.
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. The fund seeks its goal 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. The fund seeks its goal by investing mainly in common stocks of U.S. companies with a focus on growth stocks in sectors of the economy that Putnam Management believes have high growth potential.

FirstLine/FirstLine II   			22

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/Adviser/ Manager/ Sub-Adviser	Investment Objective
Putnam VT Small Cap Value Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks capital appreciation. The fund seeks its goal by investing at least 80% of its net assets in small companies of a size similar to those in the Russell 2000® Value Index.
Putnam VT Voyager Fund - Class IB Shares	Investment Company: Putnam Variable Trust Investment Adviser: Putnam Investment Management, LLC	Seeks capital appreciation. The fund seeks its goal by investing mainly in common stocks of U.S. companies with a focus on growth stocks.</R>
Worldwide Bond Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks high total return--income plus capital appreciation--by investing globally, primarily in a variety of debt securities.
Worldwide Emerging Markets Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks long-term capital appreciation by investing in equity securities in emerging markets around the world.
Worldwide Hard Assets Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks long-term capital appreciation by investing primarily in "hard asset securities." Hard assets include precious metals, natural resources, real estate and commodities. Income is a secondary consideration.
Worldwide Real Estate Fund	Investment Company: Van Eck Worldwide Insurance Trust Investment Adviser and Manager: Van Eck Associates Corporation	Seeks high total return by investing in equity securities of companies that own significant real estate or that principally do business in real estate.

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.

<R>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, as amended ("1933 Act"). Also, we have not registered the guaranteed interest division or the general account as an investment company under the Investment Company Act of 1940, as amended ("1940 Act") (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.</R>

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.

FirstLine/FirstLine II   			23

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.

<R>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 specified in the policy. For FirstLine policies, the minimum guaranteed interest rate is 3.0%. For FirstLine II policies, the guaranteed minimum interest rate is 4.0%. The credited interest rate will be in effect for an initial twelve-month period. Thereafter, the credited interest rate will be guaranteed for successive twelve month periods at an interest rate current at that time. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the guaranteed interest division on a daily basis. We pay interest regardless of the actual investment performance of our general account. We bear all of the investment risk for the guaranteed interest division.

DETAILED INFORMATION ABOUT THE POLICIES

This prospectus describes our standard FirstLine and FirstLine II variable universal life insurance policies. 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. We can provide him/her with the list of variations that will apply to your policy.

Applying for a Policy

You purchase your policy by submitting an application to us. On the policy date, the insured person generally should be no older than age 85. The minimum age to issue a policy for tobacco users is age 15. For guaranteed issue policies, the maximum issue age generally is 70. The insured person is the person on whose life we issue the policy. See Age, page 50.</R>

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

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

<R>We and our affiliates offer other insurance products which may have different fees and charges and better match your needs. Contact your agent/registered representative if you would like information about these other products.

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 is $4.5 million, which includes other in-force coverage you have with us. Temporary insurance may not be available in all states.

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

• you have completed and signed our temporary 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 temporary life insurance coverage form.

FirstLine/FirstLine II   			24

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

• there is a material misrepresentation in your answers on the temporary 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.</R>

Policy Issuance

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

The policy date shown on your policy schedule determines:

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

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

The policy date is determined one of three ways:

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

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

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

• <R>mortality and expense risk charge;
• policy charge;
• administrative charge;
• cost of insurance charges;
• rider charges; and
• guaranteed minimum death benefit charge, if you purchased a FirstLine policy.

If you have elected to backdate your policy which enables you to benefit from 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.</R>

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 62.

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 38.

FirstLine/FirstLine II   			25

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

<R>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 help assure the earliest crediting date.</R>

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.

<R>If you purchased a FirstLine policy and want the guaranteed minimum death benefit, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Guaranteed Minimum Death Benefit, page 34.</R>

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.
• <R>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, as amended 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.</R>

See Modified Endowment Contracts, page 63, and Changes to Comply with the Law, page 65.

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

FirstLine/FirstLine II   			26

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.

Minimum Annual Premium

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

Your minimum annual premium is based on:

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

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

Special Continuation Period

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

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

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

<R>During the first three years of your policy, if there is not enough net cash surrender value to pay the monthly charges and you have satisfied these requirements, we do not allow your policy to lapse. We do not permanently waive these charges. Instead, we continue to deduct these charges which may result in a negative net cash surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly charges owing. At the end of the special continuation period, to avoid lapse of your policy you must pay enough premium to bring the net cash surrender value to zero plus the amount that covers your estimated monthly charges for the following two months. See Lapse, page 47.</R>

Allocation of Net Premium

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

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

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

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

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

<R>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 Fidelity VIP Money Market 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.

FirstLine/FirstLine II   			27

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 help assure the earliest crediting date.</R>

Premium Payments Affect Your Coverage

Unless you have the guaranteed minimum death benefit feature or your policy is in the special continuation period your coverage lasts only as long as your net cash surrender value is enough to pay the monthly charges and your cash surrender value is more than your outstanding policy loan plus accrued loan interest. If you do not meet these conditions, your policy will enter the 61-day grace period and you must make a premium payment to avoid lapse. See Lapse, page 47, and Grace Period, page 47.

If you pay your minimum annual premium each year during the first three policy years and take no policy loan or withdrawals, we guarantee your policy and riders will not lapse during the special continuation period, regardless of your net cash surrender value. See Special Continuation Period, page 27.

Under the guaranteed minimum death benefit option, the base death benefit portion of your policy remains effective until the end of the guarantee period. The guaranteed minimum death benefit feature does not apply to riders which terminate when your policy is kept in force under this feature. You must meet all conditions of the guarantee. See Guaranteed Minimum Death Benefit, page 34.

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 63.

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 35.

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

If you have an adjustable term insurance rider, at issue we restrict your target death benefit to no more than eleven times your stated death benefit. See Adjustable Term Insurance Rider, page 35.

<R>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, however, and provides no

FirstLine/FirstLine II   			28

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. Coverage provided by the adjustable term insurance rider is not included in any guaranteed minimum death benefit. See Adjustable Term Insurance Rider, page 35.</R>

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

Death Benefit Summary

<R>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 (available only on FirstLine Policies delivered on or before December 31, 1997)
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 multiplied by the appropriate factor from the definition of life insurance factors.	The greater of: the stated death benefit plus the account value; or the account value multiplied by the appropriate factor from the definition of life insurance factors.	The greater of: the stated death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken; or the account value multiplied by the appropriate factor from the definition of life insurance factors.
Target Death Benefit	Stated death benefit plus adjustable term insurance rider benefit, if any.	Stated death benefit plus adjustable term insurance rider benefit, if any.	Stated death benefit plus adjustable term insurance rider benefit, if any.
Total Death Benefit	It is the greater of: the target death benefit; or the account value 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 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 multiplied by the appropriate factor from the definition of life insurance factors.

FirstLine/FirstLine II   			29

	Option 1	Option 2	Option 3 (available only on FirstLine Policies delivered on or before December 31, 1997)
Adjustable Term Insurance Rider Benefit	The total death benefit minus the base death benefit, but not less than zero If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit, the adjustable term insurance benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit. If the base death benefit becomes greater than the target death benefit, then the adjustable term insurance rider benefit is zero.	The total death benefit minus the base death benefit, but not less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the account value, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the account value. If the base death benefit becomes greater than the target death benefit plus the account value, then the adjustable term insurance rider benefit is zero.	The total death benefit minus the base death benefit, but not less than zero. If the account value multiplied by the death benefit corridor factor is greater than the stated death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken, the adjustable term insurance rider benefit will be decreased. It will be decreased so that the sum of the base death benefit and the adjustable term insurance rider benefit is not greater than the target death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken. If the base death benefit becomes greater than the target death benefit plus the sum of all premium payments we receive minus partial withdrawals you have taken, then the adjustable term insurance rider benefit is zero.</R>

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 213, or Appendix B, page 214.

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:

• <R>your base death benefit on the date of the insured person's death; plus
• the amount of any rider benefits; minus

FirstLine/FirstLine II   			30

• any outstanding policy loan with accrued loan interest; minus
• any outstanding charges and deductions incurred before the death of the insured person.

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

Death Benefit Options

You have a choice of death benefit options (described below). Your choice may result in your base death benefit being greater than your stated death benefit.

If you purchased a FirstLine policy which was delivered on or before December 31, 1997, you have a choice of three death benefit options: option 1, option 2 or option 3 (described below). Otherwise, you have a choice of two death benefit options: option 1 or option 2. Your choice may result in a base death benefit greater than your stated death benefit.</R>

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 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 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.

<R>If you purchased a FirstLine policy which was delivered on or before December 31, 1997, you may choose death benefit 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 have received minus partial withdrawals you have taken under your policy; or</R>
• your account value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors shown in Appendix A or B.

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

Death benefit options 2 and 3 are not available during the continuation of coverage period. If you have option 2 or 3 on your policy, it automatically converts to death benefit option 1 when the continuation of coverage period begins. See Continuation of Coverage, page 38.

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.

FirstLine/FirstLine II   			31

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.

<R>For you to change from death benefit option 1 to option 2 or from option 1 to option 3 (which is only available under certain FirstLine policies), we may require proof that the insured person is insurable under our normal rules of underwriting, unless prohibited by the terms of your policy.</R>

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.
<R>Option 3 (only available under certain FirstLine policies)	Option 1	Your stated death benefit before the change plus the sum of the premium payments we received, minus partial withdrawals you have taken as of the effective date of the change.

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

</R>

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 57.

<R>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 death 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.</R>

FirstLine/FirstLine II   			32

We do not impose a surrender charge for a decrease in your stated death benefit caused by a change of death benefit option. We do not adjust the target premium when you change your death benefit option. See Surrender Charge, page 58.

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

<R>Changes in Death Benefit Amount

Contact your agent/registered representative or our customer service center to request a change in the amount of 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.</R>

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

We may not approve a requested change if it will disqualify your policy as life insurance under federal income tax law. If we disapprove a change for any reason, we provide you with a notice of our decision. See Tax Considerations, page 61.

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.

<R>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 death benefit segments pro rata unless law requires differently.</R>

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

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

Each new segment may have:

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

<R>We allocate the net amount at risk among death benefit 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 segments in the same proportion as the guideline annual premium (for FirstLine policies) and target premium (for FirstLine II policies) for each segment bears to the total guideline annual premium (for FirstLine policies) and target premium (for FirstLine II policies) for all segments. Sales charges are deducted from each segment's premium based on the length of time that segment has been effective.</R>

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.

<R>There may be tax consequences as a result of a decrease in your death benefit, as well as a possible surrender charge. Decreasing the face amount of your policy could cause the policy to be classified as a modified endowment contract and could subject prior and subsequent distributions (including loans) from your policy to be subject to adverse tax treatment. You should consult a tax adviser before changing your

FirstLine/FirstLine II   			33

death benefit amount. See Modified Endowment Contracts, page 63.

Guaranteed Minimum Death Benefit

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

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

The guaranteed minimum death benefit may be selected only at policy issue. This option extends the period that your policy's stated death benefit remains in effect even if the variable investment options perform poorly. See your policy to determine how your benefits are affected.

The FirstLine policy offers two guaranteed minimum death benefit options. These options vary primarily by the length of the guarantee period:

1. The later of ten policy years or until the insured person is age 65.
   
2. The lifetime of the insured person or to the policy anniversary nearest the insured person's 100^th birthday (the maturity date).

The FirstLine II policy offers only one guaranteed minimum death benefit option. Under this option the guarantee period lasts until the insured person turns age 65 or ten policy years, whichever is later.</R>

The guaranteed minimum death benefit coverage does not apply to riders, including the adjustable term insurance rider. Therefore, if your net cash surrender value is not enough to pay the deductions as they come due on your policy and if your policy is no longer in the special continuation period, only the stated death benefit portion of your coverage is guaranteed to stay in force. See Lapse, page 47.

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

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

Requirements to Maintain the Guarantee Period

<R>To qualify for the guaranteed minimum death benefit you must pay premium at least equal to the guarantee period annual premium. The guarantee period monthly premium is one-twelfth of the guarantee period annual premium. Your net account value must meet certain diversification requirements. See Charges and Deductions, page 56.

For FirstLine policies, the guarantee period annual premium for the guaranteed minimum death benefit option 1 (the later of ten policy years or until the insured person is age 65) will be based on:

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

The guarantee period annual premium for the guaranteed minimum death benefit option 2 (the lifetime of the insured person or to the maturity date) will be equal to the guideline annual premium determined under the federal income tax law definition of life insurance. The guarantee period annual premium for option 2 will be greater than that required for option 1.

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

For FirstLine II policies, your guarantee period annual premium is based on a percentage of the guideline level premium calculated under the federal

FirstLine/FirstLine II   			34

tax laws. Your guideline level annual premium depends on:

• your policy's stated death benefit.
• the insured person's age, gender, premium class and underwriting characteristics.
• the death benefit option you chose.
• additional rider coverage on your policy.
• other additional benefits on your policy.</R>

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

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

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

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

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

Your policy will continue to meet the diversification requirements if:

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

See Dollar Cost Averaging, page 43, and Automatic Rebalancing, page 44.

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

Riders

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

<R>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.</R>

Adding or canceling riders may have tax consequences. See Modified Endowment Contracts, page 63.

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 28.

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

FirstLine/FirstLine II   			35

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

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

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

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

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

<R>Option 3: For FirstLine policies, if option 3 is in effect, the total death benefit is the greater of:

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

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

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

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

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

<R>You may change the target death benefit schedule after it is issued, based on our rules. See Changes in Death Benefit Amount, page 33.</R>

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.

<R>Partial withdrawals, changes from death benefit option 1 to option 2, changes from death benefit option 1 to option 3 (only available under certain FirstLine policies) and base decreases may reduce your target death benefit. See Partial Withdrawals, page 45, and Changes in Death Benefit Options, page 31.</R>

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.

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

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

FirstLine/FirstLine II   			36

satisfactory new evidence of insurability is required for the increased schedule. The monthly guaranteed maximum cost of insurance rates for this rider will be stated in the policy. See Cost of Insurance Charge, page 57.

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

<R>This rider pays part of the death benefit to you if a qualified doctor diagnoses a terminal illness of the insured person. Receipt of such an accelerated payment reduces the death benefit of your policy and its net cash surrender value by the percentage of eligible coverage that is accelerated. For example, if the accelerated payment is 75% of the eligible coverage, the new death benefit will be 25% of the amount just prior to acceleration. Any rider on the insured under the basic policy will also be reduced in the same manner. No policy loans are permitted after this rider is exercised. 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 62.

Accidental Death Benefit Rider

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

This rider is not available with FirstLine II policies.

Guaranteed Insurability Rider

This rider allows you to increase your stated death benefit without providing evidence of insurability. The insured person must be no more than age 60. Increases are limited in amount and timing. The maximum monthly charge for standard coverage under this rider is $0.55 per $1,000 of coverage depending on the insured person's age. The actual rates that apply to you may be lower and will be stated in your policy. You may not have both this rider and the guaranteed minimum death benefit rider.

This rider is not available with FirstLine II policies or with FirstLine policies issued on or after May 1, 1998.

Additional Insured Rider

This rider provides death benefits upon the death of a named immediate family member. The insured person can be no older than age 85. You may add up to nine additional insured riders to your policy. We require proof of insurability for each person. Minimum coverage for each person is $10,000. Maximum coverage for all additional insured persons is five times your total stated death benefit. There is no defined premium for a given amount of additional insured rider 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(s) multiplied by the additional insured rider death benefit(s) 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(s), gender(s) and premium class(es) of the insured person(s), as well as the length of time since your policy date. Rates for this rider will not exceed the levels in the 1980 Commissioner's Standard Ordinary Sex and Smoker Distinct Mortality Table. See Cost of Insurance Charge, page 57.

Children's Insurance Rider

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

FirstLine/FirstLine II   			37

monthly charge for this rider is $0.61 per $1,000 of rider coverage amount.

This rider is not available with FirstLine II policies.

Waiver of Cost of Insurance Rider

If the insured person becomes totally disabled while your policy is in force, this rider provides that we waive the monthly expense, cost of insurance and rider charges during the disability period. The insured person must be no less than age 10 and no more than age 55. The maximum monthly charge for standard coverage under this rider is $19.48 per $100 of rider coverage depending on the insured person's age. The actual rates that apply to you may be lower and will be stated in your policy. The cost of this rider is included as part of the monthly cost of insurance charge. See Cost of Insurance Charge, page 57.

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 underwriting.

Waiver of Specified Premium Rider

If the insured person becomes totally disabled while your policy is in force, this rider provides that after a waiting period, we credit a specified premium amount monthly to your policy during the disability period. Subject to our underwriting, you specify this amount on the application for the policy. The insured person must be no less than age 10 and no more than age 55. The minimum coverage under this rider is $25 monthly. The maximum monthly charge for standard coverage under this rider is $12.70 per $100 of rider coverage depending on the insured person's age. If your policy is a guaranteed issue policy, the maximum monthly charge for standard coverage under this rider is $25.40 per $100 of coverage depending on the insured person's age. The actual rates that apply to you may be lower and will be stated in your policy. This rider is not available if your FirstLine policy is issued based on underwriting.</R>

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.

<R>If you do not elect a designated deduction investment option or the amount in your designated deduction investment option is not enough to cover the monthly charges, 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 23.

Policy Maturity

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

Continuation of Coverage

The continuation of coverage feature automatically continues your insurance coverage in force beyond the policy anniversary nearest the insured person's

FirstLine/FirstLine II   			38

100^th birthday, unless prohibited by state law. 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 option 2 and option 3 (available only under certain FirstLine policies) 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 further premium payments;
• your monthly charges cease;
• we deduct no further charges except transaction fees, if applicable; and
• loan interest continues to accrue.</R>

You may not make transfers into the variable investment options during the continuation of coverage period but you may take a policy loan or partial withdrawals. If we pay a persistency refund on the guaranteed interest division, it will be credited to your policy. See Persistency Refund, page 39.

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

If you wish to stop coverage during the continuation of coverage period, you may surrender your policy and receive the net account value. There is no surrender charge during this period. All other normal consequences of surrender apply. See Surrender, page 49.

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 64.

Persistency Refund

<R>Where state law permits, we pay long-term policy owners a persistency refund. Each month your policy remains in force after your tenth policy anniversary, we credit your account value with a refund of 0.04167% of account value for FirstLine policies and 0.05% of account value for FirstLine II policies. This refund is 0.5% of your account value on an annual basis for FirstLine policies and 0.6% of your account value on an annual basis for FirstLine II policies.

For FirstLine II policies, we do not guarantee that we will pay a persistency refund on the guaranteed interest division. If we do, however, we will pay it even if your policy is in the continuation of coverage period.</R>

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

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

<R>Example 1: Your FirstLine II policy has no loan:

• account value = $10,000 (all in the variable investment options)
• monthly persistency refund rate = .0005
• persistency refund = 10,000 x .0005 = $5.00

FirstLine/FirstLine II   			39

	Value Before Persistency Refund	Value After Persistency Refund
Variable Investment Options	$10,000.00	$10,005.00

Example 1: Your FirstLine policy has no loan:

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

	Value Before Persistency Refund	Value After Persistency Refund
Variable Investment Options	$10,000.00	$10,004.17

Example 2: Your FirstLine II policy does have a loan:

• account value = $10,000
• account value in the variable investment options = $6,000
• account value in the loan division = $4,000
• monthly persistency refund rate = .0005
• persistency refund = 10,000 x .0005 = $5.00

	Value Before Persistency Refund	Value After Persistency Refund
Variable Investment Options	$6,000.00	$6,005.00
Loan	$4,000.00	$4,000.00

Example 2: Your FirstLine policy does have a loan:

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

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

Policy Values

Account Value

Your account value is the total amount you have in the guaranteed interest division, the variable 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.</R>

Net Account Value

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

Cash Surrender Value

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

Net Cash Surrender Value

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

FirstLine/FirstLine II   			40

<R>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
• daily mortality and expense risk charges.
• 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 ("NYSE") 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.</R>

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

We redeem accumulation units:

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

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

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

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

<R>The value of amounts allocated to the variable investment options goes up or down depending on investment performance of the corresponding investment portfolios.</R>

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

How We Calculate Accumulation Unit Values

We determine accumulation unit values on each valuation date.

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

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

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

FirstLine/FirstLine II   			41

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

• <R>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.

• We then subtract the mortality and expense risk charge. The daily charge is .002055% (.75% annually) of the accumulation unit value. If the previous day was not a valuation date, this charge is multiplied by the number of days since the last valuation date.

Transfer of Account Value

You 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.</R>

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 42, and Continuation of Coverage, page 38.

<R>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 ours, 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.</R>

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

Excessive Trading

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

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

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

Guaranteed Interest Division Transfers

Transfers into the guaranteed interest division are not restricted.

<R>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.</R>

FirstLine/FirstLine II   			42

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

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

Dollar Cost Averaging

<R>If your policy has at least $10,000 invested in the Fidelity VIP Money Market Portfolio, you may elect dollar cost averaging. There is no charge for this feature.</R>

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

<R>The main goal of dollar cost averaging is to help 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 a portfolio's shares is high. It also reduces the risk of investing too little when the price of a portfolio's shares is low. Since you transfer the same dollar amount to the 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.</R>

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.

<R>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 Fidelity VIP Money Market 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.</R>

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

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

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

Changing Dollar Cost Averaging

<R>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 ours, 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 52.</R>

Terminating Dollar Cost Averaging

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

Dollar cost averaging will terminate on the date:

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

FirstLine/FirstLine II   			43

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.

<R>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.</R>

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

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

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

Changing Automatic Rebalancing

<R>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 Transfer of Account Value, page 42.</R>

If you have the guaranteed minimum death benefit and you ask for an automatic rebalancing allocation which does not meet the guaranteed minimum death benefit diversification requirements, we will notify you and ask you for revised instructions. See Guaranteed Minimum Death Benefit, page 34.

Terminating Automatic Rebalancing

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

If you have the guaranteed minimum death benefit and you terminate automatic rebalancing, you still must meet the account value diversification requirements for the guarantee period to continue. See Guaranteed Minimum Death Benefit, page 34.

Policy Loans

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

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

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

FirstLine/FirstLine II   			44

<R>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 transactions may not always be available. Telephone or fax systems, whether ours, 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 transaction request in writing. See Telephone Privileges, page 52.

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.

Currently, loan interest charges on your policy loan accrue daily at an annual interest rate of 3.75% for FirstLine policies and 4.75% for FirstLine II policies. 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% for FirstLine policies and 4% for FirstLine II policies.</R>

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.

<R>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.</R>

A policy loan may affect the guaranteed minimum death benefit feature and the length of time your policy remains in force. If you do not make loan payments your policy could lapse. Policy loans may cause your policy to lapse if your cash surrender value minus policy loan amounts and accrued loan interest is not enough to pay your deductions each month. See Lapse, page 47.

<R>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 63.</R>

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

Partial Withdrawals

You may request a partial withdrawal to be processed on any valuation date after your first policy anniversary by contacting our customer service center. If your policy qualifies as being "in corridor" you may make partial withdrawals prior to your first anniversary.

FirstLine/FirstLine II   			45

A policy is "in corridor" if:

• under death benefit option 1, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit.
• under death benefit option 2, your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit plus your account value.
• <R>under death benefit option 3 (available only under certain FirstLine policies), your account value multiplied by the appropriate factor from Appendix A or B is greater than your stated death benefit plus the sum of your premium payments minus partial withdrawals.

You make a partial withdrawal by withdrawing part of your net cash surrender value. If your request is by telephone or fax, it must be for less than $25,000 and may not cause a decrease in your death benefit. Otherwise, your request must be in writing. Telephone and facsimile transactions may not always be available. Telephone or fax systems, whether ours, 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 transaction request in writing. See Telephone Privileges, page 52.</R>

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

<R>When you take a partial withdrawal, we deduct your withdrawal amount plus a partial withdrawal fee from your account value. We may deduct a surrender charge from your account value if your partial withdrawal causes a reduction in your stated death benefit. See Charges and Deductions, page 56.</R>

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 62.

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.

<R>When you request a partial withdrawal you may specify the investment options from which the partial withdrawal will be taken. If you do not specify one, we will take 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. 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 63.

Partial Withdrawals under Death Benefit Option 1

If you selected death benefit option 1, it is your first partial withdrawal of the policy year, no more than fifteen years have passed since your policy date and the insured person is not yet age 81, then 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.

FirstLine/FirstLine II   			46

Otherwise, amounts withdrawn in excess of the greater of 10% of your account value or 5% of your stated death benefit will reduce your stated death benefit by the amount of the withdrawal and may be subject to a surrender charge, unless your policy death benefit has been increased to meet the federal income tax definition of life insurance. Then at least part of your partial withdrawal may be taken without reducing your stated death benefit.</R>

Partial Withdrawals under Death Benefit Option 2

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

Partial Withdrawals under Death Benefit Option 3

<R>If you have selected death benefit option 3 (available only under certain FirstLine policies) and your partial withdrawal is less than the total premium we have received minus the total of your partial withdrawals, then your stated death benefit will not be reduced. However because your account value is reduced, your total death benefit is reduced.

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.</R>

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

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

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

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

Lapse

Your insurance coverage continues as long as your net cash surrender value is enough to pay your deductions each month. Lapse does not apply if either the guaranteed minimum death benefit feature or the special continuation period is in effect and you have met all requirements. See Special Continuation Period, page 27, and Guaranteed Minimum Death Benefit, page 34.

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

Grace Period

Your policy enters a 61-day lapse grace period if, on a monthly processing date your net cash surrender value is zero (or less); the three-year special continuation period has expired, or you have not paid the required special continuation period premium; and you do not have the guaranteed minimum death benefit or it has expired or terminated.

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

FirstLine/FirstLine II   			47

your beneficiaries with reductions for your policy loan balance, accrued loan interest and monthly deductions owed.

<R>For FirstLine II policies, no lapse notice will be sent to you if the guaranteed minimum death benefit is going to lapse. For FirstLine policies, we will send you a lapse notice if the guaranteed minimum death benefit is going to lapse.</R>

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.

<R>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 investment options and guaranteed interest division. We deduct amounts you owe us including surrender charges and inform you that your coverage has ended.</R>

If You Have the Guaranteed Minimum Death Benefit in Effect

After the special continuation period has ended and if the guaranteed minimum death benefit is in effect, your policy's stated death benefit will not lapse during the guarantee period. This is true even if your net cash surrender value is not enough to cover the deductions from your account value on your monthly processing date. See Guaranteed Minimum Death Benefit, page 34.

Lapse Summary

Special Continuation Period		Guaranteed Minimum Death Benefit
If you meet the requirements	If you do not meet the requirements or it is no longer in effect	If you meet the requirements	If you do not meet the requirements or it is no longer in effect
<R>Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. The charges continue to be deducted and may cause a negative net cash surrender value during the special continuation period. At the end of the special continuation period, you must pay enough premium to bring the net cash surrender value to zero plus the amount that covers your estimated monthly charges for the following two months or your policy will lapse. </R>	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.	Your policy does not lapse if you do not have enough net cash surrender value to pay the monthly charges. However, if you have riders, they lapse after the grace period and only your base coverage remains in force. Charges for your base coverage are then deducted each month to the extent that there is sufficient net account value to pay them. If there is not sufficient net account value to pay a charge, it is permanently waived.	Your policy enters the grace period if your net cash surrender value is not enough to pay the monthly charges, or if your loan plus accrued loan interest is more than your cash surrender value. If you do not pay enough premium to cover the past due monthly charges and interest due plus the monthly charges and interest due through the end of the grace period, your policy lapses.

FirstLine/FirstLine II   			48

Reinstatement

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

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

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

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

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

<R>A policy that is reinstated more than 90 days after lapsing will be classified as a modified endowment contract for tax purposes. See Modified Endowment Contracts, page 63.

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.</R>

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 40, and Settlement Provisions, page 53.

If you surrender your policy during the first fourteen policy or segment years we deduct a surrender charge from your net account value. If you surrender your policy during the early years, you may have little or no net cash surrender value. See Surrender Charge, page 58.

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

<R>Surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits, page 63.</R>

General Policy Provisions

Free Look Period

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

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

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

Your policy will specify what type of free look refund applies in your state. The type of free look refund will affect when premium we receive before the end of the free look period is allocated into the variable investment options. See Allocation of Net Premium, page 27.

FirstLine/FirstLine II   			49

Your Policy

The contract between you and us is the combination of:

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

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

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

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

Guaranteed Issue

<R>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, and 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 person or people
• risk class of the insured person or people
• size of the group, if any
• total premium the person or group pays.</R>

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

Age

We issue your policy at the insured person's age (stated in your policy schedule) based on the nearest birthday to the policy date. On the policy date, the insured person generally should be no older than age 85. The minimum age to issue a policy for tobacco users is age 15. For guaranteed issue policies, the maximum issue age generally is 70.

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

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

FirstLine/FirstLine II   			50

your policy beneficiaries has survived the insured person, we pay the death proceeds to you or to your estate, as owner.

<R>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 65.

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 65.</R>

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

<R>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.</R>

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:

• <R>the total premium we receive to the time of death; minus
• outstanding policy loan and accrued loan interest; minus
• partial withdrawals taken.</R>

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

Transaction Processing

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

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

We may delay processing these transactions if:

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

<R>SEC rules and regulations generally determine whether or not these conditions exist.</R>

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.

FirstLine/FirstLine II   			51

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

Notification and Claims Procedures

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

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

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

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

Telephone Privileges

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

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

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

• requiring some form of personal identification
• providing written confirmation of any transactions
• tape recording telephone calls.

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

Non-participation

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

Distribution of the Policies

<R>The principal underwriter (distributor) for our policies is ING America Equities, Inc., an affiliate and 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 affiliated and unaffiliated broker/dealers. The affiliated broker/dealers may include:

• VESTAX Securities Corporation,
• Locust Street Securities, Inc.,
• Multi-Financial Securities Corporation,
• IFG Network Securities, Inc.,
• Financial Network Investment Corporation,
• Washington Square Securities, Inc.,
• Guaranty Brokerage Services, Inc.,
• ING Financial Advisers, LLC
• PrimeVest Financial Services, Inc.,
• Granite Investment Services, Inc.,
• Financial Northeastern Securities, Inc.,
• Aeltus Capital, Inc.,
• BancWest Investment Services, Inc.,
• Baring Investment Services, Inc.,
• Compulife Investor Services, Inc.,
• Directed Services, Inc.,

FirstLine/FirstLine II   			52

• ING Barings Corp.,
• ING Direct Funds Limited,
• ING DIRECT Securities, Inc.,
• ING Funds Distributor, Inc.,
• ING TT&S (U.S.) Securities, Inc.,
• Systematized Benefits Administrators, Inc.,
• United Variable Services, Inc.</R>

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.

<R>The distribution allowance is up to 95% of the first target premium we receive. For premium we receive over your first target premium, the distribution allowance is paid at a significantly lower rate in all later years.

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

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

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.

<R>For sales of certain policies with reduced or waived charges, distribution allowances and renewal payments may be reduced or eliminated.</R>

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.

<R>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 variable investment options, the underlying 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 elect to take your net cash surrender value in other than one lump sum payment. Likewise, you may elect to have the beneficiaries receive the death benefit proceeds other than in one lump sum 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.</R>

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

FirstLine/FirstLine II   			53

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

<R>If none of these settlement options have been elected, your net cash surrender value or the death benefit proceeds will be paid in one lump sum payment. Unless you request otherwise, death benefit proceeds generally will be paid into an interest bearing account which can be accessed through the use of a checking account provided to the beneficiaries. Interest earned on this account may be less than interest paid on other settlement options.</R>

Administrative Information About the Policy

Voting Privileges

<R>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 investment portfolio's current prospectus or issues requiring a vote by shareholders under the 1940 Act.</R>

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

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

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

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

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

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

Material Conflicts

We are required to track events to identify material conflicts arising from using investment portfolios for both variable life and variable annuity separate accounts. The Boards of the investment portfolios, ING Security Life, and other insurance companies participating in the investment portfolios, have this same duty. There may be a material conflict if:

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

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

FirstLine/FirstLine II   			54

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.

<R>Under the 1940 Act, 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.</R>

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.
• <R>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 a 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
       » another reason we deem a substitution is appropriate
  In the case of a substitution, the new investment portfolio may have different fees and charges than the investment portfolio it replaced.</R>
• Transfer assets related to your policy class to another separate account.
• Withdraw the separate account from registration under the 1940 Act.
• Operate the separate account as a management investment company under the 1940 Act.
• Cause one or more variable investment options to invest in a mutual fund other than, or in addition to, the investment portfolios.
• Stop selling these policies.
• End any employer or plan trustee agreement with us under the agreement's terms.
• Limit or eliminate any voting rights for the separate account.
• Make any changes required by the 1940 Act or its rules or regulations.
• Close an investment option to new investments.

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

Reports to Owners

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

• your total net policy death benefit (your stated death benefit plus adjustable term insurance rider death benefit, if any)
• your account value
• your policy loan, if any, plus accrued interest
• your net cash surrender value
• your account transactions during the policy year showing net premium, transfers, deductions, loan amounts and withdrawals.

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

FirstLine/FirstLine II   			55

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.

<R>Premium Deductions</R>

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.

Tax Charges

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

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

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

<R>Sales Charge

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

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

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

To determine your applicable sales charge, premium payments we receive after an increase in stated death benefit are allocated to your death benefit segments in the same proportion as:

• For FirstLine policies, the guideline annual premium (defined by federal income tax law) for each segment bears to the total guideline annual premium for your stated death benefit.
• For FirstLine II policies, the target premium for each segment bears to the total target premium of your stated death benefit.

We may reduce or waive the sales charge for certain group or sponsored arrangements, or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 61.

Daily Charge

Mortality and Expense Risk Charge

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

The mortality risk is that insured people, as a group, may live less time than we estimated. The expense risk is that the costs of issuing and administering the policies and in operating the variable investment options are greater than the amount we estimated.</R>

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

FirstLine/FirstLine II   			56

<R>We may reduce or waive the mortality and expense risk charge for certain group or sponsored arrangements or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 61.

Monthly Charges

We deduct charges from your account value on each monthly processing date until the policy anniversary nearest the insured person's 100^th birthday. 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 do not choose a designated deduction investment option or the amount in your designated deduction investment option is not enough to cover the monthly charges, 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.</R>

Policy Charge

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

This charge compensates us for such costs as:

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

<R>We may reduce or waive the policy charge for certain group or sponsored arrangements or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 61.</R>

Administrative Charge

<R>For FirstLine Policies, we charge a per month administrative charge of $3 plus $0.0125 per $1,000 of the greater of the stated death benefit or the target death benefit. We limit this charge to $18 per month.

For FirstLine II policies, we charge a per month administrative charge of $3 plus $0.025 per $1,000 of the greater of the stated death benefit, or the target death benefit. We currently limit this charge to $33 per month.</R>

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.

<R>We may reduce or waive the administrative charge for certain group or sponsored arrangements or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 61.</R>

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.

<R>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

FirstLine/FirstLine II   			57

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.</R>

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

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

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

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

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

These rates are never more than the guaranteed maximum rates shown in your policy. The guaranteed maximum rates are based on the 1980 Commissioner's Standard Ordinary Sex Distinct Mortality Table.

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

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

<R>We may reduce or waive the cost of insurance charges for certain group or sponsored arrangements or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 61.</R>

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 35.

Guaranteed Minimum Death Benefit Charge

<R>If you choose the guaranteed minimum death benefit feature, we currently charge (for FirstLine policies only) $0.005 per $1,000 of stated death benefit each month during the guarantee period. This charge is guaranteed never to be more than $0.01 per $1,000 of stated death benefit each month.

Transaction Fees

We charge fees for certain transactions under your policy. You may choose any investment option or combination of investment options from which we will deduct these fees. Otherwise, we will deduct these fees 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 transaction date.</R>

Partial Withdrawal Fee

We deduct a service fee of 2% of the requested partial withdrawal (but not more than $25) from your account value for each partial withdrawal. A surrender charge may also apply. See Partial Withdrawals, page 45.

<R>Excess Illustration Fee

We currently do not deduct a fee for policy illustrations. However, we reserve the right to assess a fee of $25 per illustration after the first in each policy year.

Surrender Charge

We deduct a surrender charge from your account value during the first fourteen years of your policy, or death benefit segment if you:</R>

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

FirstLine/FirstLine II   			58

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

The surrender charge is made up of two parts:

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

Administrative Surrender Charge

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

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

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

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

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

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

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

Sales Surrender Charge

<R>For FirstLine policies, we calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the guideline annual premium for each segment (as defined by the federal income tax laws) has to the sum of the guideline annual premiums for all segments.

For FirstLine II policies, we calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the target premium for each segment (as defined by the federal income tax laws) has to the sum of the target premiums for all segments.</R>

The sales surrender charge is:

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

Your sales surrender charge is never greater than 50% of your base standard target premium. We do

FirstLine/FirstLine II   			59

not determine target premium on your scheduled premium. We determine target premium actuarially, based on the age and gender of the insured person. Your policy schedule shows the initial target premium for your policy and the target premium for any added segments. The schedule also shows the maximum sales surrender charge for your stated death benefit.

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

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

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

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

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

Example of Surrender Charge

An example of the calculation of surrender charges follows: Assume the stated death benefit on your policy is $100,000 and the insured person is age 45 when we issue your policy. The target premium on your policy is $1,500 and we receive a $1,000 premium each policy year.

Policy Year	Administrative Surrender Charge	Sales Surrender Charge	Actual Surrender Charge
1	$350.00	$250.00	$600.00
2	350.00	400.00	750.00
3	350.00	450.00	800.00
4	350.00	500.00	850.00
5	350.00	550.00	900.00
6	350.00	600.00	950.00
7	350.00	650.00	1000.00
8	306.25	568.75	875.00
9	262.50	487.50	750.00
10	218.75	406.25	625.00
11	175.00	325.00	500.00
12	131.25	243.75	375.00
13	87.50	162.50	250.00
14	43.75	81.25	125.00
15	0.00	0.00	0.00

<R>We may reduce or waive the surrender charge for certain group or sponsored arrangements, or for corporate purchasers. See Group or Sponsored Arrangements, or Corporate Purchasers, page 61.</R>

FirstLine/FirstLine II   			60

Other Charges

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

Group or Sponsored Arrangements, or Corporate Purchasers

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

• surrender charge
• length of time a surrender charge applies
• partial withdrawal fee</R>
• administrative charge
• minimum death benefit
• minimum annual premium
• target premium
• sales charges
• cost of insurance charges
• other charges normally assessed.

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

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

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

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

TAX CONSIDERATIONS

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

<R>Tax Status of the Company

The Company is taxed as a life insurance company under the Internal Revenue Code of 1986, as amended. The separate account is not a separate entity from the company. Therefore, the separate account is not taxed separately as a "regulated investment company," but is taxed as part of the company. Investment income and realized capital gains attributable to the separate account are automatically applied to increase reserves under the policy. Because of this, under existing federal income tax law we believe that any such income and gains will not be taxed to the extent that such income and gains are applied to increase reserves under the policies. In addition, any foreign tax credits attributable to the separate account will first be used to reduce any income taxes imposed on the separate account before being used by the company.

In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account and we do not intend to make provisions for any such taxes. However, if changes in the federal tax laws or their interpretation result in

FirstLine/FirstLine II   			61

our being taxed in income or gains attributable to the separate account, then we may impose a charge against the separate account (with respect to some or all of the policies) to set aside provisions to pay such taxes.</R>

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."

<R>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 215, for a table of the Cash Value Accumulation Test factors.</R>

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 214, 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 63.

Diversification and Investor Control Requirements

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

FirstLine/FirstLine II   			62

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. While we believe that the policy does not give you investment control over the assets of the separate account, 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.</R>

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

<R>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.</R>

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

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

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

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. The amount of gain in the policy will be equal to the difference between the policy's account value and the investment in the policy.

FirstLine/FirstLine II   			63

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. <R>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 1/2, (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</R>

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.

<R>Loan amounts from or secured by a policy that is not a modified endowment contract are generally not taxed as distributions. 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, and will be increased by the amount of taxable loan distributions under a modified endowment contract.</R>

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.

<R>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 37, 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.</R>

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.

FirstLine/FirstLine II   			64

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

<R>FirstLine policies are 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:

• qualified plans (FirstLine II policies only)</R>
• 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 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

FirstLine/FirstLine II   			65

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.

FirstLine/FirstLine II   			66

ADDITIONAL INFORMATION

<R>Directors and Principal Officers

Name and Address	Position with Company	Business Experience During Past 5 Years
Wayne R. Huneke*	Director and Chief Financial Officer	Has held several directorships and various executive officer positions with various affiliated companies within the ING organization, including positions as Director, Chief Financial Officer, President, Senior Executive Vice President, Senior Vice President, Vice President, and Treasurer.
P. Randall Lowery*	Director	Has held several directorships and various executive officer positions with various affiliated companies within the ING organization, including positions as Director, Executive Vice President, and General Manager and Chief Actuary.
Thomas J. McInerney**	Director	Has held several directorships and various executive officer positions with various affiliated companies within the ING organization, including positions as Director, President, and Chief Executive Officer.
Robert C. Salipante***	Director and Chief Executive Officer	Has held several directorships and various executive officer positions with various affiliated companies within the ING organization, including positions as Director, Chairman, Vice Chairman, Chief Executive Officer, Chief Operating Officer, President, and Senior Vice President.
Mark A. Tullis*	Director	Has held several directorships and various executive officer positions with various affiliated companies within the ING organization since 1999, including positions as Director, President, Treasurer, and General Manager and Chief of Staff. Executive Vice President of Primerica from 1994 to 1999.
Chris D. Schreier*	President	Has held several directorships and various executive officer positions with various affiliated companies within the ING organization, including positions as Director, President, Vice President, Second Vice President, Treasurer, and Assistant Treasurer.
David S. Pendergrass*	Vice President and Treasurer	Has held several executive officer positions with various affiliated companies within the ING organization, including positions as Vice President and Treasurer.
David Wheat*	Chief Accounting Officer	Chief Accounting Officer of various affiliated companies within the ING organization since 2001. Partner of Ernst & Young LLP from 1999 to 2001. Office Managing Partner of Ernst & Young LLP from 1995-1999.
Paula Cludray-Engelke***	Secretary	Has held various officer positions with various affiliated companies within the ING organization, including positions as Secretary, Assistant Secretary, Director of Individual Compliance, Director of Contracts Compliance and Special Benefits.

Directors, officers and employees of the Company are covered by a blanket fidelity bond in an amount in excess of $60 million issued by Lloyds of London.

*The address of these Directors and Officers is 5780 Powers Ferry Road, NW, Atlanta, Georgia 30327-4390. These individuals may also be directors and/or officers of other affiliates of the Company.

**The address of this Director is 151 Farmington Avenue, Hartford, Connecticut 06156. This individual may also be a director and/or an officer of other affiliates of the Company.

***The address of this Director and these Officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401. These individuals may also be directors and/or officers of other affiliates of the Company.</R>

FirstLine/FirstLine II   			67

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

<R>The legal matters in connection with the policy described in this prospectus and certain matters relating to federal securities laws have been passed on by Counsel of ING Security Life.

Legal Proceedings

We are aware of no material legal proceedings pending which involve the separate account as a party or which would materially affect the separate account. The company is a party to pending or threatened lawsuits arising from the normal conduct of its business. Due to the climate in insurance and business litigation, suits against the company sometimes include substantial additional claims, consequential damages, punitive damages and other similar types of relief. Moreover, plaintiffs oftentimes seek to have cases certified as class actions. While it is not possible to forecast the outcome of such litigation, it is the opinion of management that the disposition of such lawsuits will not have a materially adverse effect on the company's financial position or interfere with its operations.</R>

ING America Equities, Inc., the principal underwriter and distributor of the policy, is not engaged in any litigation of any material nature.

Experts

<R>The statutory-basis financial statements of Security Life of Denver Insurance Company at December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, and the financial statements of the Security Life Separate Account L1 at December 31, 2001, and for each of the three years in the period then ended, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Actuarial matters in this prospectus have been examined by Lawrence D. Taylor, F.S.A., M.A.A.A., who is Senior 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 1933 Act, 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.</R>

FirstLine/FirstLine II   			68

FINANCIAL STATEMENTS

<R>The statutory-basis financial statements of Security Life of Denver Insurance Company ("ING Security Life") at December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001, are prepared in conformity with accounting practices prescribed or permitted by the Division of Insurance of the Department of Regulatory Agencies of the State of Colorado (Colorado Division of Insurance), which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States, and start on page 71.

The financial statements included for the Security Life Separate Account L1 at December 31, 2001, and for each of the three years in the period then ended, are prepared in accordance with accounting principles generally accepted in the United States and represent those divisions that had commenced operations by that date.

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

FirstLine/FirstLine II   			69

[This page intentionally left blank.]

FirstLine/FirstLine II   			70

Financial Statements -- Statutory Basis
Security Life of Denver Insurance Company
Years ended December 31, 2001, 2000 and 1999
with Report of Independent Auditors

FirstLine/FirstLine II   			71

Security Life of Denver Insurance Company

Financial Statements - Statutory Basis

December 31, 2001, 2000 and 1999

Contents

Report of Independent Auditors     72

Audited Financial Statements - Statutory Basis

Balance Sheets - Statutory Basis     73
Statements of Operations - Statutory Basis     75
Statements of Changes in Capital and Surplus - Statutory Basis     77
Statements of Cash Flows - Statutory Basis     78
Notes to Financial Statements - Statutory Basis     80

FirstLine/FirstLine II   			72

Report of Independent Auditors

Board of Directors and Stockholder

Security Life of Denver Insurance Company

We have audited the accompanying statutory basis balance sheets of Security Life of Denver Insurance Company ("the Company" and a wholly owned subsidiary of ING America Insurance Holdings, Inc.) as of December 31, 2001 and 2000, and the related statutory basis statements of operations, changes in capital and surplus, and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

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

In our opinion, because of the effects of the matter described in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States, the financial position of Security Life of Denver Insurance Company at December 31, 2001 and 2000 or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2001.

However, in our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Security Life of Denver Insurance Company at December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting practices prescribed or permitted by the Colorado Division of Insurance.

As discussed in Note 3 to the financial statements, in 2001 the Company changed various accounting policies to be in accordance with the revised NAIC Accounting Practices and Procedures Manual, as adopted by the Colorado Division of Insurance.

March 29, 2002

FirstLine/FirstLine II   			73

Security Life of Denver Insurance Company

Balance Sheets--Statutory Basis

	December 31
	2001	2000
	(In Thousands)
Admitted assets
Cash and invested assets:
Bonds	$  7,275,493	$4,573,658
Preferred stocks	18,863	13,524
Common stocks	38,083	15,483
Subsidiaries	84,348	85,324
Mortgage loans	2,208,583	1,672,169
Real estate, less accumulated depreciation (2001-    $11,684; 2000-$10,961)	33,471	34,066
Policy loans	1,124,108	992,911
Other invested assets	51,647	42,926
Cash and short-term investments	387,540	203,664
Total cash and invested assets	11,222,136	7,633,725
Deferred and uncollected premiums, less loading (2001-$2,115; 2000-$1,814)	168,472	135,041
Accrued investment income	137,243	95,887
Reinsurance balances recoverable	38,388	54,559
Data processing equipment, less accumulated    depreciation (2001-$1,390; 2000-$1,340)	56	216
Indebtedness from related parties	21,528	69,338
Federal income taxes (including net    admitted deferred tax assets of $43,768)	79,192	32,108
Separate account assets	903,086	799,966
Other assets	13,751	14,902
Total admitted assets	$12,583,852	$8,835,742

FirstLine/FirstLine II   			74

	December 31
	2001	2000
	(In Thousands, except share amounts)
Liabilities and capital and surplus
Liabilities:
Policy and contract liabilities:
Life and annuity reserves	$ 6,393,435	$5,247,418
Accident and health reserves	23	23
Guaranteed investment contracts	-	1,685,391
Deposit type contracts	3,790,181	-
Policyholders' funds	56,820	71,669
Dividends left on deposit	9,215	8,748
Dividends payable	4,065	2,755
Unpaid claims	208,679	182,051
Total policy and contract liabilities	10,462,418	7,198,055
Accounts payable and accrued expenses	171,041	126,512
Reinsurance balances due	15,007	15,520
Indebtedness to related parties	5,441	8,016
Contingency reserve	18,758	20,449
Asset valuation reserve	58,531	52,125
Borrowed money	129,381	127,993
Other liabilities	149,661	(4,226)
Separate account liabilities	903,086	799,966
Total liabilities	11,913,324	8,344,410
Commitments and contingencies
Capital and surplus:
Common stock, $20,000 par value:
Authorized - 149 shares
Issued and outstanding - 144 shares	2,880	2,880
Surplus notes	165,032	184,259
Paid-in and contributed surplus	572,634	435,562
Unassigned deficit	(70,018)	(131,369)
Total capital and surplus	670,528	491,332
Total liabilities and capital and surplus	$12,583,852	$8,835,742

FirstLine/FirstLine II   			75

See accompanying notes - statutory basis.

Security Life of Denver Insurance Company

Statements of Operations--Statutory Basis

	Year ended December 31
	2001	2000	1999
	(In Thousands)
Premiums and other revenues:
Life, annuity, and accident and health premiums	$2,354,418	$2,959,593	$1,459,361
Policy proceeds and dividends left on deposit	15	388	651
Net investment income	630,261	474,021	387,685
Amortization of interest maintenance reserve	193	670	2,358
Commissions, expense allowances and reserve    adjustments on reinsurance ceded	1,609	9,832	11,331
Considerations and reserve allowances on modified    coinsurance	3,809	2,632	3,670
Total premiums and other revenues	2,990,305	3,447,136	1,865,056
Benefits paid or provided:
Death benefits	340,336	316,167	273,368
Annuity benefits	12,759	11,782	24,573
Surrender benefits	270,377	258,858	229,434
Interest on policy or contract funds	150,761	64,719	17,473
Accident and health benefits	-	93	2,235
Guaranteed investment contract withdrawals	-	1,072,574	12,186
Other benefits	3,010	17,198	13,612
Life contract withdrawals	1,109,878	-	-
Increase in life, annuity, and accident and health    reserves	366,334	320,721	491,978
Increase in liability for guaranteed investment    contracts	-	721,725	335,507
Net transfers to separate accounts	180,415	256,538	78,988
Total benefits paid or provided	2,433,870	3,040,375	1,479,354
Insurance expenses:
Commissions	253,283	242,998	222,005
General expenses	134,795	130,962	104,808
Insurance taxes, licenses and fees, excluding       federal income taxes	18,212	23,103	23,861
Total insurance expenses	406,290	397,063	350,674
Gain from operations before policyholder    dividends, federal income taxes and net realized    capital gains	150,146	9,698	35,028

FirstLine/FirstLine II   			76

Security Life of Denver Insurance Company

Statements of Operations--Statutory Basis (continued)

	Year ended December 31
	2001	2000	1999
	(In Thousands)
Dividends to policyholders	2,951	2,546	2,594
Gain from operations before federal income taxes
and net realized capital losses	147,194	7,152	32,434
Federal income taxes	63,729	(1,339)	8,613
Gain from operations before net realized capital    losses	83,465	8,491	23,821
Net realized capital (losses) gains net of income    taxes (2001 - $(666); 2000 - $(7,916); 1999 -    $(15,108) and excluding net transfers to the    interest maintenance reserve (2001-$4,673; 2000     - $(18,289); 1999 - $(19,866)	(29,788)	3,589	(8,194)
Net income	$     53,677	$     12,080	$     15,627

See accompanying notes - statutory basis.

FirstLine/FirstLine II   			77

Security Life of Denver Insurance Company

Statements of Changes in Capital and Surplus--Statutory Basis

	Year ended December 31
	2001	2000	1999
	(In Thousands)
Common stock:
Balance at beginning and end of year	$     2,880	$     2,880	$     2,880
Surplus note:
Balance at beginning of year	$ 184,259	$ 100,000	$ 100,000
(Decrease) increase in surplus note	(19,227)	84,259	-
Balance at end of year	$ 165,032	$ 184,259	$ 100,000
Paid-in and contributed surplus:
Balance at beginning of year	$ 435,562	$ 374,562	$ 344,562
Capital contributions	137,072	61,000	30,000
Balance at end of year	$ 572,634	$ 435,562	$ 374,562
Unassigned deficit:
Balance at beginning of year	$(131,369)	$(119,441)	$(134,540)
Net income	53,677	12,080	15,627
Change in net unrealized capital gains or losses	(5,649)	12,101	(61)
Increase in nonadmitted assets	(19,497)	(11,048)	(7,336)
Decrease (increase) in liability for reinsurance        in unauthorized companies	1,081	(393)	(550)
(Increase) decrease in asset valuation reserve	(6,406)	(22,250)	1,726
Change in net deferred income tax	13,323	-	-
Change in accounting principle, net of tax	41,886	-	5,566
Transfer of prepaid pension assets	(9,010)	-	-
Cession of existing risks, net of tax	-	(2,418)	127
Prior period adjustments	(8,054)	-	-
Balance at end of year	$ (70,018)	$(131,369)	$(119,441)
Total capital and surplus	$ 670,528	$ 491,332	$ 358,001

See accompanying notes - statutory basis.

FirstLine/FirstLine II   			78

Security Life of Denver Insurance Company

Statements of Cash Flows--Statutory Basis

	Year ended December 31
	2001	2000	1999
	(In Thousands)
Operations
Premiums, policy proceeds, and other
considerations received, net of reinsurance paid	$ 2,325,856	$ 2,910,602	$ 1,453,924
Net investment income received	608,322	470,812	379,574
Commission and expense allowances received on
reinsurance ceded	1,609	9,831	9,246
Benefits paid	(1,851,094)	(1,691,985)	(558,572)
Net transfers to separate accounts	(194,532)	(225,694)	(101,948)
Insurance expenses paid	(391,487)	(361,130)	(337,254)
Dividends paid to policyholders	(1,642)	(2,417)	(2,562)
Federal income taxes (paid) received	(67,046)	11,961	(28,779)
Other (expenses) revenues in excess of other	(191,317)	611,646	(9,832)
Net cash provided by operations	238,669	1,733,626	803,797
Investments
Proceeds from sales, maturities, or repayments
of investments:
Bonds	3,820,764	2,254,036	2,051,280
Preferred stocks	1,489	67	1,900
Common stocks	27,098	-	-
Mortgage loans	181,131	79,874	45,272
Other invested assets	12,860	106,724	310,554
Net gain/loss on cash & short term investment	12	-	-
Miscellaneous proceeds	1,853	11,213	-
Net tax on capital gains	666	-	-
Net proceeds from sales, maturities, or
repayments of investments	4,045,873	2,451,914	2,409,006
Cost of investments acquired:
Bonds	6,400,143	3,458,376	2,631,687
Preferred stocks	10,473	11,031	-
Common stocks	50,940	10,450	10
Mortgage loans	718,240	769,741	262,886
Real estate	145	3,653	189
Other invested assets	23,759	109,244	88,661
Miscellaneous applications (receipts)	-	23,155	(18,179)
Total cost of investments acquired	7,203,700	4,385,650	2,965,254
Net increase in policy loans	131,198	49,725	35,890
Net cash used in investment activities	(3,289,025)	(1,983,461)	(592,138)

FirstLine/FirstLine II   			79

Security Life of Denver Insurance Company

Statements of Cash Flows--Statutory Basis (continued)

	Year ended December 31
	2001	2000	1999
	(In Thousands)
Financing and miscellaneous activities
Cash provided:
Capital and surplus paid-in	117,844	126,000	20,000
Borrowed money	1,389	112,792	15,200
Net deposits on deposit-type contract funds	2,802,972	-	-
Other sources	312,027	(11,347)	(50,565)
Net cash provided by (used in) financing and    miscellaneous activities	3,234,232	227,445	(15,365)
Net increase (decrease) in cash and
short-term investments	183,876	(22,390)	196,294
Cash and short-term investments:
Beginning of year	203,664	226,054	29,760
End of year	$    387,540	$    203,664	$    226,054

See accompanying notes - statutory basis.

FirstLine/FirstLine II   			80

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis

December 31, 2001

1. Nature of Operations and Basis of Financial Reporting

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

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

Basis of Presentation

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

FirstLine/FirstLine II   			81

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Investments

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

For structured securities, when a negative yield results from a revaluation based on new prepayment assumptions (i.e., undiscounted cash flows are less than current book value), an other than temporary impairment is considered to have occurred and the asset is written down to the value of the undiscounted cash flows. For GAAP, assets are re-evaluated based on the discounted cash flows using a current market rate. Impairments are recognized when there has been an adverse change in cash flows and the fair value is less than book. The asset is then written down to fair value.

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

Derivative instruments that meet the criteria of an effective hedge are valued and reported in a manner that is consistent with the hedged asset or liability. Embedded derivatives are not accounted for separately from the host contract. Under GAAP, the effective and ineffective portions of a single hedge are accounted for separately, an embedded derivative within a contract that is not clearly and closely related to the economic characteristics and risk of the host contract is accounted for separately from the host contract and valued and reported at fair value, and the change in fair value for cash flow hedges is credited or charged directly to a separate component of shareholders' equity rather than to income as required for fair value hedges.

FirstLine/FirstLine II   			82

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Valuation Allowances

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

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

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

Valuation allowances, if necessary, are established for mortgage loans based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. Prior to January 1, 2001, valuation allowances were based on the difference between the unpaid loan balance and the estimated fair value of the underlying real estate. Under GAAP, such allowances are based on the present value of expected future cash flows discounted at the loan's effective interest rate or, if foreclosure is probable, on the estimated fair value of the collateral.

The initial valuation allowance and subsequent changes in the allowance for mortgage loans as a result of a temporary impairment are charged or credited directly to unassigned surplus, rather than being included as a component of earnings as would be required under GAAP.

FirstLine/FirstLine II   			83

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Policy Acquisition Costs

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

Premiums

Life premiums are recognized as revenue when due. Subsequent to January 1, 2001 premiums for annuity policies with mortality and morbidity risk, except for guaranteed interest and group annuity contracts, are also recognized as revenue when due. Premiums received for annuity policies without mortality or morbidity risk and for guaranteed interest and group annuity contracts are recorded using deposit accounting. Prior to January 1, 2001, life, annuity, accident and health premiums are recognized as revenue when due.

Under GAAP, premiums for traditional life insurance products, which include those products with fixed and guaranteed premiums and benefits and consist primarily of whole life insurance policies, are recognized as revenue when due. Group insurance premiums are recognized as premium revenue over the time period to which the premiums relate. Revenues for universal life, annuities and guaranteed interest contracts consist of policy charges for the cost of insurance, policy administration charges, amortization of policy initiation fees and surrender charges assessed during the period.

Benefit and Contract Reserves

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

FirstLine/FirstLine II   			84

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Reinsurance

For business ceded to unauthorized reinsurers, statutory accounting practices require that reinsurance credits permitted by the treaty be recorded as an offsetting liability and charged against unassigned surplus. Under GAAP, an allowance for amounts deemed uncollectible would be established through a charge to earnings. Statutory income recognized on certain reinsurance treaties representing financing arrangements is not recognized on a GAAP basis.

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

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

Subsidiaries

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

Nonadmitted Assets

Certain assets designated as "nonadmitted," principally deferred federal income tax assets, disallowed interest maintenance reserves, non-operating software, past-due agents' balances, furniture and equipment, intangible assets, and other assets not specifically identified as an admitted asset within the Accounting Practices and Procedures Manual are excluded from the accompanying balance sheets and are charged directly to unassigned surplus. Prior to January 1, 2001, nonadmitted assets included certain assets designated as nonadmitted. Under GAAP, such assets are included in the balance sheet.

Employee Benefits

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

FirstLine/FirstLine II   			85

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Universal Life and Annuity Policies

Revenues for universal life and annuity policies consist of the entire premium received and benefits incurred represent the total of death benefits paid and the change in policy reserves. Under GAAP, premiums received in excess of policy charges would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values.

Policyholder Dividends

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

Deferred Income Taxes

Prior to January 1, 2001, deferred federal income taxes were provided for differences between the financial statement amounts and the tax bases of assets and liabilities in accordance with a specific permitted practice approved by the Colorado Division of Insurance. Any deferred tax assets were treated as non-admitted. Starting in 2001, deferred tax assets are provided for and admitted to an amount determined under a standard formula. This formula considers the amount of differences that will reverse in the subsequent year, taxes paid in prior years that could be recovered through carrybacks, surplus limits and the amount of deferred tax liabilities available for offset. Any deferred tax assets not covered under the formula are non-admitted. Deferred taxes do not include any amounts for state taxes. Under GAAP, a deferred tax asset is recorded for the amount of gross deferred tax assets that are expected to be realized in future years and a valuation allowance is established for the portion that is not realizable.

Surplus Notes

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

FirstLine/FirstLine II   			86

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Statements of Cash Flows

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

Reconciliation to GAAP

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

Other significant accounting practices are as follows:

Investments

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

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

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

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

FirstLine/FirstLine II   			87

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Investments (continued)

Common stocks are reported at market value as determined by the SVO and the related unrealized capital gains/(losses) are reported in unassigned surplus along with adjustment for federal income taxes. Prior to January 1, 2001, the related net unrealized capital gains (losses) were reported in unassigned surplus without any adjustment for federal income tax.

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

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

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

FirstLine/FirstLine II   			88

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Investments (continued)

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

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

Policy loans are reported at unpaid principal balances.

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

For reverse repurchase agreements, Company policies require a minimum of 102% of the fair value of securities purchased under reverse repurchase agreements to be maintained as collateral. Cash collateral received is invested in short-term investments and the offsetting collateral liability is included in miscellaneous liabilities.

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

The Company engages in securities lending whereby certain domestic bonds from its portfolio are loaned to other institutions for short periods of time. Collateral, primarily cash, which is in excess of the market value of the loaned securities, is deposited by the borrower with a lending agent, and retained and invested by the lending agent to generate additional income for the Company. The Company does not have access to the collateral. The Company's policy requires a minimum of 102% of the fair value of securities loaned to be maintained as collateral. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value fluctuates.

FirstLine/FirstLine II   			89

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Investments (continued)

At December 31, 2001 and 2000, the Company had loaned securities (which are reflected as invested assets on the Statutory Statement of Admitted Assets) with a market value of approximately $83,278,000 and $0, respectively.

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

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

Realized capital gains and losses are determined using the specific identification basis.

Aggregate Reserve for Life Policies and Contracts

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

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

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

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

FirstLine/FirstLine II   			90

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Aggregate Reserve for Life Policies and Contracts (continued)

2.	For reinsurance accepted:
	a.	with table rating, the reserve established is a multiple of the standard reserve corresponding to the table rating;
	b.	with flat extra premiums, the standard reserve is increased by 50% of the flat extra.

The amount of insurance in force for which the gross premiums are less than the net premiums, according to the standard of valuation required by the Colorado Division of Insurance, is $129,435,360,000 at December 31, 2001. The amount of reserves for policies on which gross premiums are less than the net premiums is $593,581,000 at December 31, 2001.

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

Reinsurance

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

FirstLine/FirstLine II   			91

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Real Estate and Electronic Data Processing Equipment

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

Participating Insurance

Participating business approximates less than 1% of the Company's ordinary life insurance in force and 1.5% of premium income. The amount of dividends to be paid is determined annually by the Board of Directors. Amounts allocable to participating policyholders are based on published dividend projections or expected dividend scales. Dividends of $0, $2,417,000, and $2,562,000 were paid in 2001, 2000, and 1999, respectively.

Pension Plans

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

FirstLine/FirstLine II   			92

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Nonadmitted Assets

Nonadmitted assets are summarized as follows:

	December 31, 2001	January 1, 2001
	(In thousands)
Deferred federal income taxes	$183,860	$163,040
Agents' debit balances	2,541	2,354
Furniture and equipment	2,592	4,308
Bonds in default	286	549
Deferred and uncollected premium	2,795	3,641
Non-operating software asset in progress	10,924	-
Transfer of prepaid pension asset	-	9,010
Disallowed Interest Maintenance Reserves	17,055	17,436
Other	4,374	4,592
Total nonadmitted assets	$224,427	$204,930

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

Claims and Claims Adjustment Expenses

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

FirstLine/FirstLine II   			93

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

Cash Flow Information

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

The Company borrowed $3,334,260,000 and repaid $3,340,187,000 in 2001, borrowed $1,387,826,000 and repaid $1,382,300,000 during 2000, and borrowed $2,055,061,000 and repaid $2,039,861,000 during 1999. These borrowings were on a short-term basis, at an interest rate that approximated current money market rates and exclude borrowings from dollar roll transactions. Interest paid on borrowed money was $2,079,000, $1,586,000, and $2,180,000 during 2001, 2000 and 1999, respectively.

Separate Accounts

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

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

Reclassifications

Certain prior year amounts in the Company's statutory basis financial statements have been reclassified to conform to the 2001 financial statement presentation.

FirstLine/FirstLine II   			94

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

2. Permitted Statutory Basis Accounting Practices

The Company prepares statutory basis financial statements in accordance with accounting practices prescribed or permitted by the Colorado Division of Insurance. Prescribed statutory accounting practices include state laws, general administrative rules, as well as a variety of publications of the NAIC. Permitted statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, and from company to company within a state, and may change in the future.

The NAIC has revised the Accounting Practices and Procedures Manual in a process referred to as Codification. The revised manual was effective January 1, 2001. The State of Colorado required that insurance companies domiciled in the State of Colorado prepare their statutory basis financial statements in accordance with the revised manual. This is subject to any deviations prescribed or permitted by the State of Colorado Insurance Commissioner.

3. Accounting Changes and Corrections of Errors

Accounting changes adopted to conform to the provisions of the revised manual are reported as changes in accounting principles. The cumulative effect of changes in accounting principles is reported as an adjustment to unassigned surplus in the period of the change in accounting principle. The cumulative effect is the difference between the amount of capital and surplus at the beginning of the year and the amount of capital and surplus that would have been reported at that date if the new accounting principles had been applied retroactively for all prior periods.

As a result of these changes, the Company reported a change of accounting principle, as an adjustment that increased unassigned funds surplus by $41,886,000 as of January 1, 2001. These changes are primarily attributed to an increase in unassigned surplus of approximately $51,300,000 related to deferred tax assets, $4,100,000 related to prepayment penalties on bonds and mortgage loans released from the IMR liability and $686,000 related to due and deferred premiums. Offsetting this increase is a reduction of approximately $12,900,000 and $1,300,000 related to the Supplemental Employee Retirement Plan and compensated absences liabilities, respectively.

FirstLine/FirstLine II   			95

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

3. Accounting Changes and Corrections of Errors (continued)

During 2001 the Company discovered an error in the reporting of surplus note interest expense. The prior year's total assets, surplus and net income were overstated by $5,301,000. An additional error was noted in the prior year's federal income tax recoverable, overstating total assets and surplus by $2,753,000. A prior period adjustment of $8,054,000 was recorded through unassigned deficit in 2001 for these items.

4. Investments

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

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Fair Value
	(In Thousands)
At December 31, 2001:
U.S. Treasury securities and       obligations of U.S.       government corporations and       agencies	$   91,177	$   1,043	$   1,120	$     91,100
States, municipalities, and       political subdivisions	512	18	-	530
Foreign government	423,900	13,552	25,724	411,728
Public utilities securities	212,987	4,725	5,371	212,341
Corporate securities	3,568,826	114,495	53,793	3,629,528
Mortgage-backed securities	2,272,606	53,885	25,431	2,301,060
Other structured securities	705,771	22,940	40,083	688,628
Total fixed maturities	7,275,779	210,658	151,522	7,334,915
Preferred stocks	22,094	293	3,231	19,156
Common stocks	37,294	1,240	451	38,083
Total equity securities	59,388	1,533	3,682	57,239
Total	$7,335,167	$212,191	$155,204	$7,392,154

FirstLine/FirstLine II   			96

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Investments (continued)

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

The amortized cost and fair value of investments in bonds at December 31, 2001, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost	Fair Value
December 31, 2001	(In Thousands)
Maturity:
Due in 1 year or less	$   119,691	$   $   121,077
Due after 1 year through 5 years	1,716,191	1,757,458
Due after 5 years through 10 years	1,057,476	1,045,759
Due after 10 years	1,404,044	1,420,933
	4,297,402	4,345,227
Mortgage-backed securities	2,272,606	2,301,060
Other structured securities	705,771	688,628
Total	$7,275,779	$7,334,915

FirstLine/FirstLine II   			97

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Investments (continued)

At December 31, 2001, investments in certificates of deposit, bonds, and mortgage loans, with an admitted asset value of $21,688,000, were on deposit with state insurance departments to satisfy regulatory requirements.

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

	2001	2000
	(In Thousands)
Amortized cost	$7,275,779	$4,574,207
Less nonadmitted bonds	286	549
Carrying value	$7,275,493	$4,573,658

Proceeds from sales of investments in bonds and other fixed maturity interest securities were $3,820,764,000, $2,254,036,000 and $3,273,528,000 in 2001, 2000 and 1999, respectively. Gross gains of $7,850,000, $31,736,000 and $18,928,000, and gross losses of $33,631,000, $54,352,000 and $55,203,000 during 2001, 2000 and 1999, respectively, were realized on those sales. A portion of the gains realized in 2001, 2000 and 1999 has been deferred to future periods in the interest maintenance reserve.

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

	Capital (Losses) Gains			Net Capital (Loss) Gain
	Bonds	Stocks	Other
	(In Thousands)
2001:
Net realized	$(31,833)	$   (68)	$   6,120	$(25,781)
Net unrealized	263	(4,585)	(1,327)	(5,649)
Total	$(31,570)	$(4,653)	$   4,793	$(31,430)
2000:
Net realized	$(35,399)	$ -	$12,783	$(22,616)
Net unrealized	3,754	8,244	103	12,101
Total	$(31,645)	$ 8,244	$12,886	$(10,515)
1999:
Net realized	$(44,838)	$ 124	$1,546	$(43,168)
Net unrealized	(4,303)	4,078	174	(51)
Total	$(49,141)	$4,202	$1,720	$(43,219)

FirstLine/FirstLine II   			98

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Investments (continued)

Major categories of net investment income are summarized as follows:

	Year ended December 31
	2001	2000	1999
	(In Thousands)
Income:
Bonds	$459,233	$316,733	$233,247
Mortgage loans	142,080	101,617	66,456
Policy loans	74,322	67,909	59,085
Company-occupied property	2,416	2,154	2,313
Other	(5,394)	4,733	41,800
Total investment income	672,657	493,146	402,901
Investment expenses	(42,396)	(19,125)	(15,216)
Net investment income	$630,261	$474,021	$387,685

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

	December 31
	2001	2000	1999
	(In Thousands)
Investment purchase commitments	$ 224,197	$ 98,228	$140,600

The Company entered into dollar roll transactions to increase its return on investments and improve liquidity. Dollar rolls involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. The dollar rolls are accounted for as short term collateralized financings and the repurchase obligation is reported in borrowed money. The repurchase obligation totaled $128,715,000 at December 31, 2001. Such borrowings averaged approximately $200,558,000 during the last three months of 2001 and were collateralized by investment securities with fair values approximately equal to the loan value. The securities underlying these agreements are mortgage-backed securities with a book value and fair value of $122,048,000. The securities have a weighted average coupon of 6.8% and have maturities ranging from December 2016 through December 2031. The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the

FirstLine/FirstLine II   			99

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

4. Investments (continued)

contract. The Company's exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments (such excess was not material at December 31, 2001). The Company believes the counterparties to the dollar roll agreements are financially responsible and that the counterparty risk is minimal.

The Company participates in reverse repurchase transactions. Such transactions include the sale of corporate securities to a major securities dealer and a simultaneous agreement to repurchase the same security in the near term. The proceeds are invested in new securities of intermediate durations. The terms of the reverse repurchase agreement call for payment of interest at a rate of between 1.8% and 2.26%. The agreements mature prior to the end of January 2002. At December 31, 2001, the amount due on these agreements included in borrowed money is $4,700,000. The securities underlying these agreements are mortgage-backed securities with a book value and fair value of $4,700,000. The securities have a weighted average coupon of 6.5% and have a maturity of September 2016.

The maximum and minimum lending rates for long-term mortgage loans during 2001 were 8.18% and 3.64%. Fire insurance is required on all properties covered by mortgage loans and must at least equal the excess of the loan over the maximum loan which would be permitted by law on the land without the buildings.

The maximum percentage of any loan to the value of collateral at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 76.9% on commercial properties. As of December 31, 2001, the Company held no mortgages with interest more than 180 days overdue. Total interest due equals $5,000.

5. Derivative Financial Instruments Held for Purposes Other than Trading

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

FirstLine/FirstLine II   			100

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

The Company uses interest rate swaps to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and liabilities. Interest rate swap agreements generally involve the exchange of fixed and floating interest payments over the life of the agreement without an exchange of the underlying principal amount. Currency swap agreements generally involve the exchange of local and foreign currency payments over the life of the agreements without an exchange of the underlying principal amount. Interest rate cap and interest rate floor agreements owned entitle the Company to receive payments to the extent reference interest rates exceed or fall below strike levels in the contracts based on the notional amounts.

Premiums paid for the purchase of interest rate contracts are included in other invested assets and are being amortized to interest expense over the remaining terms of the contracts or in a manner consistent with the financial instruments being hedged.

Amounts paid or received, if any, from such contracts are included in interest expense or income. Accrued amounts payable to or receivable from counterparties are included in other liabilities or other invested assets.

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

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

FirstLine/FirstLine II   			101

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

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

The table below summarizes the Company's interest rate contracts included in other invested assets at December 31, 2001 and 2000 (in thousands):

	December 31, 2001
	Notional Amount	Carrying Value	Fair Value
Interest rate contracts:
Swaps	$4,107,585	$   (64)	$ 24,248
Swaps--affiliates	1,875,440	64	(28,023)
Total swaps	5,983,025	-	(3,775)
Caps owned	43,694	935	298
Total caps owned	43,694	935	298
Floors owned	189,077	327	2,661
Total floors owned	189,077	327	2,661
Options owned	25,000	450	664
Total options owned	25,000	450	664
Total derivatives	$6,240,796	$1,712	$   (152)

FirstLine/FirstLine II   			102

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

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

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

FirstLine/FirstLine II   			103

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

6. Concentrations of Credit Risk

The Company held less-than-investment-grade corporate bonds with an aggregate book value of $1,000,783,000 and $419,904,000 and with an aggregate market value of $947,668,000 and $395,837,000 at December 31, 2001 and 2000, respectively. Those holdings amounted to 13.8% of the Company's investments in bonds and 8% of total admitted assets at December 31, 2001. The holdings of less-than-investment-grade bonds are widely diversified and of satisfactory quality based on the Company's investment policies and credit standards.

The Company held unrated bonds of $436,144,000 and $723,168,000 with an aggregate NAIC market value of $433,114,000 and $724,545,000 at December 31, 2001 and 2000, respectively. The carrying value of these holdings amounted to 6% of the Company's investment in bonds and 3.5% of the Company's total admitted assets at December 31, 2001.

At December 31, 2001, the Company's commercial mortgages involved a concentration of properties located in Calfornia (16%) and Florida (9.8%). The remaining commercial mortgages relate to properties located in 37 other states. The portfolio is well diversified, covering many different types of income-producing properties on which the Company has first mortgage liens. The maximum mortgage outstanding on any individual property is $59,027,000.

FirstLine/FirstLine II   			104

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

7. Annuity Reserves

At December 31, 2001 and 2000, the Company's annuity reserves, including those held in separate accounts and deposit fund liabilities that are subject to discretionary withdrawal (with adjustment), subject to discretionary withdrawal (without adjustment), and not subject to discretionary withdrawal provisions are summarized as follows:

	December 31, 2001
	Amount	Percent
	(In Thousands)
Subject to discretionary withdrawal (with adjustment):
With market value adjustment	$4,336,801	57%
At book value less surrender charge	63,141	1%
Subtotal	4,399,942	58%
Subject to discretionary withdrawal    (without adjustment) at book value with
minimal or no charge or adjustment	139,095	2%
Not subject to discretionary withdrawal	3,086,345	40%
Total annuity reserves and deposit fund liabilities--
before reinsurance	7,625,382	100%
Less reinsurance ceded	2,622,390
Net annuity reserves and deposit fund liabilities	$5,002,992

	December 31, 2000
	Amount	Percent
	(In Thousands)
Subject to discretionary withdrawal (with adjustment):
With market value adjustment	$2,619,437	60.8%
At book value less surrender charge	134,697	3.1
Subtotal	2,754,134	63.9
Subject to discretionary withdrawal    (without adjustment) at book value with
minimal or no charge or adjustment	248,208	5.8
Not subject to discretionary withdrawal	1,305,567	30.3
Total annuity reserves and deposit fund liabilities--
before reinsurance	4,307,909	100.0%
Less reinsurance ceded	2,269,160
Net annuity reserves and deposit fund liabilities	$2,038,749

FirstLine/FirstLine II   			105

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Employee Benefit Plans

Pension Plan and Postretirement Benefits

Prior to December 31, 2001, the Company maintained a qualified noncontributory defined benefit retirement plan covering substantially all employees. Effective December 31, 2001 the qualified plan of the Company, along with certain other US subsidiaries of ING America, were merged into one plan which will be recognized in ING America's financial statements. As a result of this plan merger, the Company transferred its qualified pension asset to ING North America Insurance Corporation, an affiliate. In addition, the Company maintains a nonqualified unfunded Supplemental Employees Retirement Plan (SERP) and also provides certain health care and life insurance benefits for retired employees.

A summary of assets, obligations and assumptions of the Pension and Other Postretirement Benefits Plans are as follows:

	Pension Benefits		Other Benefits
	2001	2000	2001	2000
Change in benefit obligation
Benefit obligation at beginning of    year	$ 50,981	$48,155	$ 6,370	$5,012
Service cost	3,253	3,041	261	312
Interest cost	4,135	4,118	497	414
Contribution by plan participants	-	-	109	120
Actuarial gain (loss)	5,024	(53)	(1,267)	952
Benefits paid	(2,552)	(2,291)	(475)	(440)
Plan amendments	(639)	97	-	-
Business combinations,    divestitures, curtailments,    settlements and special    termination benefits	(45,322)	(2,086)	247	-
Benefit obligation at end of year	$ 14,880	$50,981	$ 5,742	$6,370

FirstLine/FirstLine II   			106

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Employee Benefit Plans (continued)

Pension Plan and Postretirement Benefits (continued)

	Pension Benefits		Other Benefits
	2001	2000	2001	2000
Change in plan assets
Fair value of plan assets at    beginning of year	$ 47,098	$50,495	$        -	$        -
Actual return on plan assets	(2,656)	(1,481)	-	-
Employer contribution	513	375	366	320
Plan participants' contributions			109	120
Benefits paid	(2,552)	(2,291)
Business combinations,    divestitures and settlements	(42,403)	-	(475)	(440)
Fair value of plan assets at end of    year	$        -	$47,098	$        -	$        -
Funded status
Unamortized prior service cost    (credit)	$    474	$ 45	$   118	$   114
Unrecognized net gain or (loss)	(1,007)	824	1,957	742
Remaining net obligation or net    asset at initial date of application	(12,248)	178	(490)	(981)
Accrued liabilities	(2,099)	(7,015)	(7,327)	(6,245)
Total funded status	$ (14,880)	$  (5,968)	$ 5,742	$ (6,370)

FirstLine/FirstLine II   			107

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Employee Benefit Plans (continued)

Pension Plan and Postretirement Benefits (continued)

	Pension Benefits		Other Benefits
	2001	2000	2001	2000
Components of net periodic    benefit cost
Service cost	$ 3,253	$ 3,041	$ 261	$ 312
Interest cost	4,135	4,118	497	414
Expected return on plan assets	(4,299)	(4,624)	-	-
Amortization of recognized    transition obligation or transition    asset	(477)	(285)	491	491
Amount of recognized gains and    losses	-	(154)	(52)	(204)
Amount of prior service cost    recognized	-	(7)	5	5
Amount of gain or loss recognized    due to a settlement or    curtailment	-	-	246	-
Total net periodic benefit cost	$ 2,612	$ 2,089	$1,448	$1,018

	1 Percentage Point Increase	1 Percentage Point Decrease
Effect on total of service and    interest cost components	$ 83	$ (72)
Effect on postretirement benefit    obligation	$446	$(387)

FirstLine/FirstLine II   			108

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Employee Benefit Plans (continued)

Pension Plan and Postretirement Benefits (continued)

The funded status for the pension plans and other postretirement benefit plan is as follows:

	Pension Benefits	Other Benefits
December 31, 2001
Projected benefit obligation	$(14,880)	$(5,742)
Less plan assets at fair value	-	-
Plan assets less than projected benefit obligation	$(14,880)	$(5,742)

	Pension Benefits	Other Benefits
December 31, 2000
Projected benefit obligation	$(53,066)	$(6,370)
Less plan assets at fair value	47,098	-
Plan assets less than projected benefit obligation	$ (5,968)	$(6,370)

In addition, the Company has pension benefit obligations and other benefit obligations for non-vested employees as of December 31, 2001 and 2000 in the amount of $260,000 and $1,918,000, and $2,086,000 and $1,906,000, respectively.

The net periodic pension cost, employer contribution, plan participant contributions, and benefits paid for the defined benefit plans for 1999 are as follows (in thousands):

December 31, 1999	Pension Benefits	Other Benefits
Net periodic pension expense	$ 2,011	$1,236
Employer contributions	387	467
Plan participants' contributions	-	94
Benefits paid	1,625	561

FirstLine/FirstLine II   			109

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Employee Benefit Plans (continued)

Pension Plan and Postretirement Benefits (continued)

Assumptions used in determining the accounting for the defined benefit plans as of December 31, 2001 and 2000 were as follows:

	2001	2000
Weighted-average discount rate	7.50%	7.75%
Rate of increase in compensation level	4.50%	5.00%
Expected long-term rate of return on assets	9.25%	9.25%

Plan assets of the defined benefit plans at December 31, 2001 are invested primarily in U.S. government securities, corporate bonds, mutual funds, mortgage loans, money market funds, and common stock. Certain of the Qualified Plan's investments are held in the ING-NA Master Trust, which was established in 1998 for the investment of assets of the Plan and several other ING-NA sponsored retirement plans.

The annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) for the medical plan is 8.5% graded to 5.5% over 6 years. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation for the medical plan as of December 31, 2001 by $446,429. Decreasing the assumed health care cost trend rates by one percentage point in each year would decrease the accumulated postretirement benefit obligation for the medical plan as of December 31, 2001 by $(387,237).

The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.50% at December 31, 2001 and 7.75% at December 31, 2000.

FirstLine/FirstLine II   			110

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

8. Employee Benefit Plans (continued)

401(k) Plan

Effective January 1, 2000, the Security Life of Denver Insurance Company Savings Incentive Plan was merged into the ING Savings Plan (Savings Plan), a defined contribution plan sponsored by ING America. The Savings Plan is a defined contribution plan, which is available to substantially all home office employees. Participants may make contributions to the plan through salary reductions up to a maximum of $10,500 for 2001, 2000, and 1999. Such contributions are not currently taxable to the participants. The Company matches 100% of the first 3% of participant contributions, plus 50% of contributions which exceed 3% of participants' compensation, subject to a maximum matching percentage of 4-1/2% of the individual's salary. Company matching contributions were $1,362,000, $1,552,000 and $1,423,000 for 2001, 2000 and 1999, respectively.

Plan assets of the Savings Plan at December 31, 2001 are invested in a group deposit administration contract (the Contract) with the Company, various mutual funds maintained by the Riggs Bank, and loans to participants. The Contract is an employee benefit liability of the Company and had a balance of $28,500,000 and $28,000,000 at December 31, 2001 and 2000, respectively.

9. Separate Accounts

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

Premiums, deposits, and other considerations received for the years ended December 31, 2001, 2000 and 1999 were $239,490,000, $256,712,000 and $153,671,000, respectively.

FirstLine/FirstLine II   			111

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

9. Separate Accounts (continued)

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

	2001	2000	1999
	(In Thousands)
Transfers as reported in the summary of operations    of the Separate Accounts Statement:
Transfers to separate accounts	$299,309	$317,529	$161,205
Transfers from separate accounts	118,766	61,187	82,218
Net transfers to separate accounts	180,543	256,342	78,987
Reconciling adjustments:
Miscellaneous transfers	(639)	196	1
Transfers as reported in the Statement of Operations	$180,415	$256,538	$ 78,988

FirstLine/FirstLine II   			112

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

9. Separate Accounts (continued)

	December 31
	2001	2000
Reserves for separate accounts by withdrawal    characteristics:
Subject to discretionary withdrawal:
With market value adjustment	$      -	$       -
At book value without market value             adjustment less current surrender charge             of 5% or more	373,943,697	292,133,836
At market value	-	-
At book value without market value             adjustment less current surrender charge             of less than 5%	469,222,786	461,679,367
Subtotal	843,166,483	753,813,203
Not subject to discretionary withdrawal	29,517	38,923
Total aggregate reserves for separate accounts	$843,196,000	$753,852,126

10. Reinsurance

The Company is involved in both ceded and assumed reinsurance with other companies for the purpose of diversifying risk and limiting exposure on larger risks. As of December 31, 2001, the Company's retention limit for acceptance of risk on life insurance policies had been set at various levels up to $5,000,000.

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

Assumed premiums amounted to $713,221,000, $612,585,000 and $520,490,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

FirstLine/FirstLine II   			113

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

10. Reinsurance (continued)

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

	2001	2000	1999
	(In Thousands)
Premiums	$1,839,618	$   859,405	$1,701,959
Benefits paid or provided	240,909	247,622	216,778
Policy and contract liabilities at year end	3,179,438	2,647,258	3,890,702

During 2001, 2000 and 1999, the Company had ceded blocks of insurance under reinsurance treaties to provide funds for financing and other purposes. These reinsurance transactions, generally known as "financial reinsurance," represent financing arrangements. Financial reinsurance has the effect of increasing current statutory surplus while reducing future statutory surplus as the reinsurers recapture amounts.

11. Federal Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return with its parent, ING America Insurance Holdings, Inc., a Delaware Corporation, and other US affiliates and subsidiaries. The method of tax allocation is governed by a written tax sharing agreement. The tax sharing agreement provides that each member of the consolidated return shall reimburse ING America Insurance Holdings, Inc. for its respective share of the consolidated federal income tax liability and shall receive a benefit for its losses at the statutory rate.

FirstLine/FirstLine II   			114

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

11. Federal Income Taxes (continued)

The components of the net admitted deferred tax asset are as follows:

	December 31, 2001	January 1, 2001	Change
	(In Thousands)
Gross deferred tax asset	$ 253,283	$ 229,891	$ 23,392
Gross deferred tax liabilities	25,655	15,586	10,069
Net deferred taxes and change for year	227,628	214,305	13,323
Nonadmitted deferred tax assets and change    for the year	(183,860)	(163,040)	(20,820)
Net admitted deferred tax asset and change    for the year	$   43,768	$   51,265	$   (7,497)

FirstLine/FirstLine II   			115

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

11. Federal Income Taxes (continued)

For 2001, the Company's federal income tax expense and change in deferred taxes differs from the amount obtained by applying the federal statutory rate of 35% to income (including capital losses) before taxes for the following reasons:

	Year ended December 31, 2001
	(In Thousands)
Expected federal income tax expense at statutory rate of 35%	$42,494
Deferred acquisition costs	15,948
Insurance reserves	(10,323)
Due and deferred premiums	(12,573)
Investments	8,404
Compensation	3,920
Other	3,608
Prior year true-up to return	11,585
Federal income taxes expense	63,063
Change in deferred taxes	(13,323)
Total statutory federal income taxes	$49,740

For 2000 and 1999, income before federal income taxes differs from taxable income principally due to dividends-received tax deductions, and differences in reserves for policy and contract liabilities for tax and statutory basis financial reporting purposes.

The amount of federal income taxes incurred that will be available for recoupment in the event of future net losses is $47,182,110, $11,323,001 and $14,442,300 from 2001, 2000 and 1999, respectively.

Prior to 1984, the Company was allowed certain special deductions for federal income tax reporting purposes that were required to be accumulated in a "policyholders' surplus account" (PSA). In the event those amounts are distributed to shareholders, or the balance of the account exceeds certain limitations prescribed by the Internal Revenue Code, the excess amounts would be subject to income tax at current rates. Income taxes also would be payable at current rates if the Company ceases to qualify as a life insurance company

FirstLine/FirstLine II   			116

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

11. Federal Income Taxes (continued)

for tax reporting purposes, or if the income tax deferral status of the PSA is modified by future tax legislation. Management does not intend to take any actions nor does management expect any events to occur that would cause income taxes to become payable on the PSA balance. Accordingly, the Company has not accrued income taxes on the PSA balance of $60,490,000 at December 31, 2001. However, if such taxes were assessed, the amount of the taxes payable would be $21,172,000. No deferred tax liabilities are recognized related to the PSA.

12. Investment in and Advances to Subsidiaries

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

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

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

	December 31
	2001	2000
	(In Thousands)
Common stock (cost-$61,318 in 2001 and 2000)	$84,348	$85,324
(Payable) receivable from subsidiaries	-	(2,476)

FirstLine/FirstLine II   			117

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

12. Investment in and Advances to Subsidiaries (continued)

Summarized financial information for these subsidiaries is as follows:

	2001	2000	1999
	(In Thousands)
Revenues	$ 96,208	$   97,086	$ 89,507
Income before net realized gains on investments	6,833	9,783	7,884
Net (loss) income	(2,031)	9,571	6,301
Admitted assets	293,080	298,260	296,265
Liabilities	208,732	212,936	219,139

Midwestern United paid a common stock dividend to the Company of $1,210,000 in 2001. No such dividends were paid in 2000.

On May 3, 2001, the Company entered into a stock purchase agreement with Security Mutual Life Insurance Company of New York, Ohio National Financial Services, Inc., and SMON Holdings, Inc. to sell First ING Life Insurance Company of New York to SMON Holdings, Inc. After having received regulatory approval for the sale on January 3, 2002, the transaction was closed on January 4, 2002. As a result of the sale, First ING Life Insurance Company of New York changed its name to National Security Life and Annuity Company effective January 4, 2002.

13. Capital and Surplus

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

The Company has two surplus notes to a related party for $65,032,000 and $100,000,000 which represent the cumulative cash draws on two $100,000,000 commitments issued by ING America through December 31, 2001, less principal payments. In 2001, the surplus notes were assigned by the issuer to an affiliated holding Company, Lion Connecticut Holdings, Inc., and were amended and restated. The amended and restated surplus notes have the following repayment conditions.

FirstLine/FirstLine II   			118

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

13. Capital and Surplus (continued)

These subordinated notes bear interest at a variable rate equal to the prevailing rate for 10-year U.S. Treasury bonds plus 1/4% adjusted annually. The principal sum plus accrued interest shall be repaid in five annual installments beginning April 15, 2017 and continuing through April 15, 2021 (Repayment Period). The repayment amount shall be determined and adjusted annually on the last day of December, commencing December 31, 2016, and shall be an amount calculated to amortize any unpaid principal plus accrued interest over the years remaining in the Repayment Period. In the event that the Commissioner of Insurance of the State of Colorado does not grant approval for repayment, then any unpaid annual installment shall be considered unpaid principal plus accrued interest for purposes of calculating subsequent annual installments. Repayment of principal and payment of interest shall be subordinated to the prior payment of, or provision for, all liabilities of the Company, but shall rank superior to the claim, interest and equity of the shares of shareholders of the Company. Such subordination shall be equally applicable in the case of any merger, consolidations, liquidation, rehabilitations, reorganization, dissolution, sale or other disposal of all, or substantially all, of the Company's assets, including the assumption, whether by reinsurance or otherwise, of the major portion of the Company's in force business pursuant to the reinsurance agreement or agreements approved by the Commissioner of Insurance of the State of Colorado.

The repayment of these notes are payable only out of surplus funds of the Company and only at such time as the surplus of the Company, after payment is made, does not fall below the prescribed level. In July 2001, the Company made payments of $19,227,000 and $6,614,000 for principal and interest, respectively, after receiving approval from the Commissioner of Insurance of the State of Colorado.

14. Fair Values of Financial Instruments

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

FirstLine/FirstLine II   			119

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

14. Fair Values of Financial Instruments (continued)

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

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

	December 31
	2001		2000
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	(In Thousands)
Assets:
Bonds	$7,275,493	$7,334,915	$4,573,658	$4,567,521
Preferred stocks	18,863	19,156	13,524	13,527
Unaffiliated common stocks	38,083	38,083	15,483	15,483
Mortgage loans	2,208,583	2,284,192	1,672,169	1,705,801
Policy loans	1,124,108	1,124,108	992,911	992,911
Residual collateralized
mortgage obligations	-	-	30,846	13,141
Derivative securities	1,712	152	2,782	14,137
Short-term investments	321,381	321,381	114,848	114,848
Cash	66,159	66,159	88,816	88,816
Indebtedness from related parties	21,528	21,528	69,338	69,338
Separate account assets	903,086	903,086	799,966	799,966
Receivable for securities	4,301	4,301	5,084	5,084
Liabilities:
Individual and group annuities	133,039	139,890	203,489	142,743
Guaranteed investment contracts	-	-	1,578,057	1,575,822
Deposit type contract	3,790,181	3,714,330	-	-
Policyholder funds	56,820	56,820	71,669	71,669
Policyholder dividends	10,033	10,033	11,503	11,503
Indebtedness to related parties	5,441	5,441	8,016	8,016
Separate account liabilities	903,086	903,086	799,966	799,966
Payable for securities	175,048	175,048	3,162	3,162

FirstLine/FirstLine II   			120

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

14. Fair Values of Financial Instruments (continued)

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

Fixed maturities and equity securities: The fair values for bonds, preferred stocks and common stocks, reported herein, are based on quoted market prices, where available. For securities not actively traded, fair values are estimated using values obtained from independent pricing services or, in the case of private placements, collateralized mortgage obligations and other mortgage derivative investments, are estimated by discounting the expected future cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 5% and 21% over the total portfolio. Fair values determined on this basis can differ from values published by the NAIC Securities Valuation Office. Market value as determined by the NAIC as of December 31, 2001 and 2000 is $7,457,970,000 and $4,675,995,000, respectively.

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

Residual collateralized mortgage obligations: Residual collateralized mortgage obligations are included in the other invested assets balance. Fair values are calculated using discounted cash flows. The discount rates used vary as a function of factors such as yield, credit quality, and maturity, which fall within a range between 5% and 25% over the total portfolio.

FirstLine/FirstLine II   			121

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

14. Fair Values of Financial Instruments (continued)

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

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

Off-balance-sheet instruments: The Company accepted additional deposits on existing synthetic guaranteed investment contracts in the amounts of $709,000,000, $0, and $70,000,000 in 2001, 2000 and 1999, respectively, from trustees of 401(k) plans. Pursuant to the terms of these contracts, the trustees own and retain the assets related to these contracts. Such assets had a value of $1,077,456,000 and $406,896,000 at December 31, 2001 and 2000, respectively. Under synthetic guaranteed investment contracts, the synthetic issuer may assume interest rate risk on individual plan participant initiated withdrawals from stable value options of 401(k) plans. Approximately 100% of the synthetic guaranteed investment contract book values are on a participating basis and have a credited interest rate reset mechanism which passes such interest rate risk to plan participants.

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

The carrying value of all other financial instruments approximates their fair value.

FirstLine/FirstLine II   			122

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

15. Commitments and Contingencies

The Company is a party to pending or threatened lawsuits arising from the normal conduct of its business. Due to the climate in insurance and business litigation, suits against the Company sometimes include substantial additional claims, consequential damages, punitive damages and other similar types of relief. While it is not possible to forecast the outcome of such litigation, it is the opinion of management that the disposition of such lawsuits will not have a materially adverse effect on the Company's financial position or interfere with its operations.

The Company guarantees the obligations incurred by its wholly owned subsidiary, Midwestern United, with respect to all life insurance policies in force in 2001, 2000 and 1999. In the event Midwestern United is unable to fulfill its obligations under these policies, the Company would be required to assume the policy obligations. The statutory reserve liabilities for the guaranteed policies totaled $194,071,000 and $201,306,000 as of December 31, 2001 and 2000, respectively.

The Company has agreed to guarantee a revolving line of credit issued to Pen-Cal Administrators, Inc., a California producer group, and represented by the credit agreement dated January 1, 2000 between Bank One and Pen-Cal Administrators, Inc., in the principal amount of $2,500,000.

The Company is a member of the Federal Home Loan Bank of Topeka (FHLB). As a member of FHLB, the Company has issued non-putable funding agreements to FHLB. Assets with a book value of $808,634,000 at December 31, 2001 collateralize these agreements. The reserves on these agreements were $710,191,000 at December 31, 2001. The difference of $98,442,000 was secured by a letter of credit. The letter of credit is for the benefit of the Company in the amount of $100,000,000.

16. Financing Agreements

The Company has a line of credit of $100,000,000 to provide short-term liquidity which expires July 31, 2002. The amount of funds available under this line is reduced by borrowings of certain affiliates also party to the agreement. Interest on all loans is based on the cost of funds by the lender plus .23%. The Company has no outstanding borrowings under this agreement at December 31, 2001.

FirstLine/FirstLine II   			123

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

16. Financing Agreements (continued)

The Company is the beneficiary of letters of credit totaling $363,334,000 that were established in accordance with the terms of reinsurance agreements. The terms of the letters of credit provide for automatic renewal for the following year at December 31, unless otherwise canceled or terminated by either party to the financing. The letters were unused during both 2001 and 2000. The Company is also the beneficiary of a letter of credit issued by its parent ING America Insurance Holding, Inc., totaling $100,000,000.

17. Related Party Transactions

Affiliates

The Company has a $241,000,000 line of credit issued by the Company's parent to provide short-term liquidity. Interest on the loans are indexed to the A1+/P1 commercial paper rates. The average borrowing by the Company in 2001 and 2000 was $29,363,000 and $17,453,000, respectively, with an average borrowing rate of 4.25% and 6.29%, respectively.

The Company provides administrative, investment and other operating services to affiliates. Amounts received for these services were $15,798,000, $13,053,000 and $2,606,000 for 2001, 2000 and 1999, respectively.

The Company also has an Investment Advisory Agreement with an affiliate whereby it receives investment and portfolio management services for a fee. Total fees under the agreement were approximately $20,992,000, $9,885,000 and $11,373,000 for 2001, 2000 and 1999, respectively.

Subsidiaries

The Company provides administrative, investment and other operating services to certain of its subsidiaries pursuant to contractual arrangements. Amounts received for these services were $3,506,000, $3,561,000 and $4,057,000 for 2001, 2000 and 1999, respectively.

FirstLine/FirstLine II   			124

Security Life of Denver Insurance Company

Notes to Financial Statements - Statutory Basis (continued)

18. Guaranty Fund Assessments

Insurance companies are assessed the costs of funding the insolvencies of other insurance companies by the various state guaranty associations, generally based on the amount of premium companies collect in that state.

The Company accrues the cost of future guaranty fund assessments based on estimates of insurance company insolvencies provided by the National Organization of Life and Health Insurance Guaranty Associations (NOLHGA) and the amount of premiums written in each state. The Company reduces the accrual by credits allowed in some states to reduce future premium taxes by a portion of assessments in that state. The Company has estimated this liability to be $2,305,000 as of December 31, 2001 and 2000 and has recorded a reserve. The Company has also recorded an asset of $3,805,000 and $5,045,000 as of December 31, 2001 and 2000, respectively, for future credits to premium taxes for assessments already paid. Payments received for guaranty fund assessments in 2001 and 2000 were $415,000 and $267,000, respectively.

19. Regulatory Risk-Based Capital

The NAIC prescribes risk-based capital (RBC) requirements for life/health insurance companies. RBC is a series of dynamic surplus-related formulas for monitoring solvency. At December 31, 2001, the Company exceeded all minimum RBC requirements.

FirstLine/FirstLine II   			125

Security Life Separate Account L1 of
Security Life of Denver Insurance Company
Financial Statements
Years ended December 31, 2001, 2000 and 1999

Product Name   			126

Security Life Separate Account L1

Financial Statements

Years ended December 31, 2001, 2000 and 1999

Contents

Report of Independent Auditors     128

Audited Financial Statements

Statement of Assets and Liabilities     129
Statement of Operations     140
Statement of Changes in Net Assets     165
Notes to Financial Statements     190

Product Name   			127

Report of Independent Auditors

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

We have audited the accompanying statements of assets and liabilities of Security Life Separate Account L1 of Security Life of Denver Insurance Company, comprising, respectively, the Neuberger Berman Advisers Management Trust (comprising the Limited Maturity Bond, Growth and Partners Divisions) ("NB"), the Alger American Fund (comprising the American Small Capitalization, American MidCap Growth, American Growth and American Leveraged AllCap Divisions) ("Alger"), the Fidelity Variable Insurance Products Fund and Variable Insurance Products Fund II (comprising the Asset Manager, Asset Manager SC, Growth, Growth SC, Overseas, Overseas SC, Money Market and Index 500 Divisions) ("Fidelity"), the INVESCO Variable Investment Funds, Inc. (comprising the Total Return, Equity Income, High Yield, Utilities and Small Company Growth Divisions) ("INVESCO"), the Van Eck Worldwide Trust (comprising the Worldwide Hard Assets, Worldwide Bond, Worldwide Emerging Markets and Worldwide Real Estate Divisions) ("Van Eck"), AIM Advisors, Inc. (comprising the Capital Appreciation and Government Securities Divisions) ("AIM"), Directed Services, Inc. (comprising the Equity Income, Growth, Hard Asset, Limited Maturity Bond, Liquid Asset, MidCap Growth, Research, Total Return and Fully Managed Divisions) ("GCG"), the Janus Aspen Series Funds (comprising the Growth, Aggressive Growth, Worldwide Growth and International Growth Divisions) ("Janus"), the M Funds (comprising the Brandes, Clifton, Frontier and Turner Divisions) ("M Funds"), the ING Pilgrim Funds (comprising the Growth Opportunities, MagnaCap, Mid-Cap Opportunities and Small Cap Opportunities Divisions) ("Pilgrim"), and Putnam Investment Management (comprising the New Opportunities, Voyager, Growth and Income and Small Cap Value Divisions) ("Putnam"), as of December 31, 2001, and the related statements of operations and changes in net assets for each of the three years in the period then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2001, by correspondence with the transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of each of the divisions constituting the Security Life Separate Account L1 as of December 31, 2001, and the results of their operations and changes in their net assets for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States.

March 29, 2002

Product Name   			128

Security Life Separate Account L1

Statement of Assets and Liabilities

December 31, 2001

	NB
	Limited Maturity Bond	Growth	Partners
Assets
Investments in mutual funds at
fair value (Note 4)	$22,952,076	$12,972,374	$32,085,039
Total assets	22,952,076	12,972,374	32,085,039
Liabilities
Due to (from) Security Life of
Denver	(23,293)	(47,885)	(105,864)
Total liabilities	(23,293)	(47,885)	(105,864)
Net assets	$22,975,369	$13,020,259	$32,190,903
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$22,975,369	$13,020,259	$32,190,903
Total policyholder reserves	$22,975,369	$13,020,259	$32,190,903
Number of divisional units      outstanding (Note 8):
Class A	1,563,241.423	705,598.464	1,363,030.770
Class B	39,537.080	10,739.687	20,100.728
Value per divisional unit:
Class A	$14.43	$18.32	$23.47
Class B	$10.58	$  8.50	$  9.69
Number of shares owned	1,703,940.308	1,126,074.174	2,124,836.998

See accompanying notes.

Product Name   			129

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Assets
Investments in mutual funds at
fair value (Note 4)	$19,989,267	$42,463,219	$48,841,037	$23,192,966
Total assets	19,989,267	42,463,219	48,841,037	23,192,966
Liabilities
Due to (from) Security Life of Denver	61,122	(99,578)	88,747	(82,539)
Total liabilities	61,122	(99,578)	88,747	(82,539)
Net assets	$19,928,145	$42,562,797	$48,752,290	$23,275,505
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$19,928,145	$42,562,797	$48,752,290	$23,275,505
Total policyholder reserves	$19,928,145	$42,562,797	$48,752,290	$23,275,505
Number of divisional units outstanding      (Note 8):
Class A	1,466,793.746	1,383,374.977	1,975,719.831	683,287.979
Class B	69,967.617	61,462.688	77,595.637	13,007.449
Value per divisional unit:
Class A	$13.26	$30.21	$24.32	$33.88
Class B	$  6.80	$12.57	$  8.98	$  9.45
Number of shares owned	1,207,810.671	2,403,125.005	1,328,284.934	735,117.770

See accompanying notes.

Product Name   			130

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	Fidelity
	Asset Manager	Asset Manager SC	Growth	Growth SC	Overseas	Overseas SC	Money Market	Index 500
Assets
Investments in mutual funds at
fair value (Note 4)	$19,960,342	$314,050	$59,945,720	$209,485	$34,907,789	$150,870	$95,075,229	$200,292,726
Total assets	19,960,342	314,050	59,945,720	209,485	34,907,789	150,870	95,075,229	200,292,726
Liabilities
Due to (from) Security Life of
Denver	118,014	-	194,610	-	(157,507)	-	241,953	(111,320)
Total liabilities	118,014	-	194,610	-	(157,507)	-	241,953	(111,320)
Net assets	$19,842,328	$314,050	$59,751,110	$209,485	$35,065,296	$150,870	$94,833,276	$200,404,046
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$19,842,328	$314,050	$59,751,110	$209,485	$35,065,296	$150,870	$94,833,276	$200,404,046
Total policyholder reserves	$19,842,328	$314,050	$59,751,110	$209,485	$35,065,296	$150,870	$94,833,276	$200,404,046
Number of divisional units      outstanding (Note 8):
Class A	1,169,409.479	-	2,364,197.375	-	2,641,985.743	-	6,921,270.660	7,473,642.160
Class B	-	31,709.841	79,531.899	24,401.921	132,813.006	19,780.950	-	1,380,613.887
Value per divisional unit:
Class A	$16.97	-	$24.97	-	$12.86	-	$13.70	$25.18
Class B	-	$9.90	$  8.93	$8.58	$  8.18	$7.63	-	$  8.85
Number of shares owned	1,375,626.568	21,793.891	1,783,567.987	6,257.024	2,514,970.369	10,908.914	95,075,229.110	1,539,884.108

See accompanying notes.

Product Name   			131

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Assets
Investments in mutual funds at
fair value (Note 4)	$15,234,156	$29,132,555	$10,635,767	$7,922,856	$14,717,749
Total assets	15,234,156	29,132,555	10,635,767	7,922,856	14,717,749
Liabilities
Due to (from) Security Life of Denver	(13,157)	30,878	(71,742)	(4,962)	(143,697)
Total liabilities	(13,157)	30,878	(71,742)	(4,962)	(143,697)
Net assets	$15,247,313	$29,101,677	$10,707,509	$7,927,818	$14,861,446
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$15,247,313	$29,101,677	$10,707,509	$7,927,818	$14,861,446
Total policyholder reserves	$15,247,313	$29,101,677	$10,707,509	$7,927,818	$14,861,446
Number of divisional units outstanding      (Note 8):
Class A	924,011.935	1,151,183.215	799,888.932	509,732.849	1,003,430.592
Class B	10,209.578	87,235.776	32,038.470	15,767.536	29,425.399
Value per divisional unit:
Class A	$16.39	$24.54	$13.08	$15.33	$14.49
Class B	$  9.97	$  9.82	$  7.72	$  7.05	$10.77
Number of shares owned	1,195,773.570	1,567,952.393	1,392,116.157	562,702.882	999,847,067

See accompanying notes.

Product Name   			132

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Assets
Investments in mutual funds
at fair value (Note 4)	$1,727,476	$1,225,301	$4,518,221	$2,826,133
Total assets	1,727,476	1,225,301	4,518,221	2,826,133
Liabilities
Due to (from) Security Life of Denver	10	(5)	2,599	(1)
Total liabilities	10	(5)	2,599	(1)
Net assets	$1,727,466	$1,225,306	$4,515,622	$2,826,134
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$1,727,466	$1,225,306	$4,515,622	$2,826,134
Total policyholder reserves	$1,727,466	$1,225,306	$4,515,622	$2,826,134
Number of divisional units outstanding      (Note 8):
Class A	180,562.259	126,396.770	551,889.362	268,497.720
Class B	33.337	1,095.329	36,144.511	2,412.726
Value per divisional unit:
Class A	$9.57	$9.61	$7.65	$10.42
Class B	$8.91	$9.52	$8.12	$11.55
Number of shares owned	161,597.368	130,074.380	555,064.039	259,993.819

See accompanying notes.

Product Name   			133

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	AIM
	Capital Appreciation	Government Securities
Assets
Investments in mutual funds at
fair value (Note 4)	$12,811,977	$25,706,520
Total assets	12,811,977	25,706,520
Liabilities
Due to (from) Security Life of Denver	(19,484)	41,293
Total liabilities	(19,484)	41,293
Net assets	$12,831,461	$25,665,227
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$12,831,461	$25,665,227
Total policyholder reserves	$12,831,461	$25,665,227
Number of divisional units outstanding (Note 8):
Class A	1,089,855.994	2,121,716.258
Class B	83,909.812	34,600.989
Value per divisional unit:
Class A	$11.06	$11.90
Class B	$  9.30	$11.81
Number of shares owned	589,870.036	2,229,533.397

See accompanying notes.

Product Name   			134

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	GCG
	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return	Fully Managed
Assets
Investments in mutual funds
at fair value (Note 4)	$6,451	$3,688	-	$54,670,548	$7,832,059	$465,470	$3,197	$53,206	$3,909,123
Total assets	6,451	3,688	-	54,670,548	7,832,059	465,470	3,197	53,206	3,909,123
Liabilities
Due to (from) Security Life
of Denver	-	-	-	-	-	-	-	-	-
Total liabilities	-	-	-	-	-	-	-	-	-
Net assets	$6,451	$3,688	-	$54,670,548	$7,832,059	$465,470	$3,197	$53,206	$3,909,123
Policyholder reserves
Reserves attributable to the
policyholders (Note 2)	$6,451	$3,688	-	$54,670,548	$7,832,059	$465,470	$3,197	$53,206	$3,909,123
Total policyholder
reserves	$6,451	$3,688	-	$54,670,548	$7,832,059	$465,470	$3,197	$53,206	$3,909,123
Number of divisional units      outstanding (Note 8):
Class A	-	-	-	-	-	43,228.093	-	-	355,521.872
Class B	599.540	444.729	-	4,610,394.902	696,490.126	3,611.049	364.292	4,565.988	13,042.811
Value per divisional unit:
Class A	-	-	-	-	-	$  9.68	-	-	$10.60
Class B	$10.76	$8.29	-	$11.86	$11.25	$13.04	$8.78	$11.65	$10.66
Number of shares owned	565.417	267.270	-	4,961,029.795	7,832,058.590	32,825.812	199.783	3,329.560	223,378.490

See accompanying notes.

Product Name   			135

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	Janus
	Growth	Aggressive Growth	Worldwide Growth	International Growth
Assets
Investments in mutual funds at fair value (Note 4)	$3,099,080	$1,857,717	$3,234,547	$5,153,721
Total assets	3,099,080	1,857,717	3,234,547	5,153,721
Liabilities
Due to (from) Security Life of Denver	(2)	-	(2)	13,395
Total liabilities	(2)	-	(2)	13,395
Net assets	$3,099,082	$1,857,717	$3,234,549	$5,140,326
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$3,099,082	$1,857,717	$3,234,549	$5,140,326
Total policyholder reserves	$3,099,082	$1,857,717	$3,234,549	$5,140,326
Number of divisional units
outstanding (Note 8):
Class A	464,858.877	414,348.816	443,501.334	742,421.160
Class B	36,725.219	37,258.111	40,602.765	37,343.822
Value per divisional unit:
Class A	$6.17	$4.11	$6.68	$6.59
Class B	$6.23	$4.15	$6.74	$6.67
Number of shares owned	156,836.026	85,490.853	113,972.774	221,189.757

See accompanying notes.

Product Name   			136

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	M Funds
	Brandes	Clifton	Frontier	Turner
Assets
Investments in mutual funds at fair value (Note 4)	$1,895,218	$1,194,435	$1,726,955	$295,829
Total assets	1,895,218	1,194,435	1,726,955	295,829
Liabilities
Due to (from) Security Life of Denver	-	-	-	-
Total liabilities	-	-	-	-
Net assets	$1,895,218	$1,194,435	$1,726,955	$295,829
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$1,895,218	$1,194,435	$1,726,955	$295,829
Total policyholder reserves	$1,895,218	$1,194,435	$1,726,955	$295,829
Number of divisional units outstanding (Note 8):
Class A	199,081.408	120,205.971	163,708.339	31,036.713
Class B	776.953	48.487	550.547	122.120
Value per divisional unit:
Class A	$9.48	$9.93	$10.51	$9.49
Class B	$9.54	$9.98	$10.57	$9.55
Number of shares owned	153,210.831	88,085.209	102,005.638	22,076.812

See accompanying notes.

Product Name   			137

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	Pilgrim
	Growth Opportunities	MagnaCap	Mid-Cap Opportunities	Small Cap Opportunities
Assets
Investments in mutual funds at fair value (Note 4)	$146,625	$201,750	$294,443	$729,667
Total assets	146,625	201,750	294,443	729,667
Liabilities
Due to (from) Security Life of Denver	-	-	-	-
Total liabilities	-	-	-	-
Net assets	$146,625	$201,750	$294,443	$729,667
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$146,625	$201,750	$294,443	$729,667
Total policyholder reserves	$146,625	$201,750	$294,443	$729,667
Number of divisional units outstanding (Note 8):
Class A	16,883.560	18,106.005	29,585.862	64,009.201
Class B	95.454	2,550.666	2,485.429	11,257.814
Value per divisional unit:
Class A	$8.64	$9.76	$9.18	$9.69
Class B	$8.68	$9.80	$9.18	$9.74
Number of shares owned	26,756.293	22,592.404	48,507,906	38,647.615

See accompanying notes.

Product Name   			138

Security Life Separate Account L1

Statement of Assets and Liabilities (continued)

December 31, 2001

	Putnam
	New Opportunities	Voyager	Growth and Income	Small Cap Value
Assets
Investments in mutual funds at fair value (Note 4)	$397,431	$852,482	$3,382,696	$6,203,409
Total assets	397,431	852,482	3,382,696	6,203,409
Liabilities
Due to (from) Security Life of Denver	-	-	-	12,233
Total liabilities	-	-	-	12,233
Net assets	$397,431	$852,482	$3,382,696	$6,191,176
Policyholder reserves
Reserves attributable to the policyholders (Note 2)	$397,431	$852,482	$3,382,696	$6,191,176
Total policyholder reserves	$397,431	$852,482	$3,382,696	$6,191,176
Number of divisional units outstanding (Note 8):
Class A	38,647.184	86,011.211	330,355.679	524,956.967
Class B	2,912.492	3,574.942	13,681.079	10,045.267
Value per divisional unit:
Class A	$9.56	$9.51	$9.83	$11.57
Class B	$9.61	$9.57	$9.89	$11.66
Number of shares owned	24,013.937	29,848.812	144,312.963	412,735.145

See accompanying notes.

Product Name   			139

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 2001

	NB
	Limited Maturity Bond	Growth	Partners
Investment Income
Dividends from mutual funds	$   953,448	$ 6,951,959	$1,186,558
Less valuation period deductions
(Note 2)	132,697	105,031	216,387
Net investment income (loss)	820,751	6,846,928	970,171
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(87,864)	(11,434,496)	(2,225,180)
Net unrealized gains (losses) on
investments	569,231	(1,174,669)	527,179
Net realized and unrealized gains
(losses) on investments	481,367	(12,609,165)	(1,698,001)
Net increase (decrease) in net assets
resulting from operations	$1,302,118	$(5,762,237)	$  (727,830)

See accompanying notes.

Product Name   			140

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment Income
Dividends from mutual funds	$      11,078	$16,595,646	$ 6,375,756	$    844,791
Less valuation period deductions
(Note 2)	158,574	267,520	368,683	170,805
Net investment income (loss)	(147,496)	16,328,126	6,007,073	673,986
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(4,309,122)	(18,083,166)	(2,236,799)	(11,574,279)
Net unrealized gains (losses) on
investments	(3,834,697)	(871,507)	(10,755,118)	6,004,341
Net realized and unrealized gains
(losses) on investments	(8,143,819)	(18,954,673)	(12,991,917)	(5,569,938)
Net increase (decrease) in net assets
resulting from operations	$(8,291,315)	$(2,626,547)	$(6,984,844)	$(4,895,952)

See accompanying notes.

Product Name   			141

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	Fidelity
	Asset Manager	Asset Manager SC	Growth	Growth SC	Overseas	Overseas SC	Money Market	Index 500
Investment Income
Dividends from mutual funds	$   903,965	$       -	$  4,536,923	$          -	$  5,340,174	$          -	$3,159,167	$  1,936,486
Less valuation period deductions
(Note 2)	142,387	-	459,921	-	279,119	-	615,031	1,315,473
Net investment income (loss)	761,578	-	4,077,002	-	5,061,055	-	2,544,136	621,013
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(1,814,082)	(732)	(15,379,391)	(11,229)	(14,704,916)	(1,125)	-	2,221,426
Net unrealized gains (losses) on
investments	349,904	7,820	(1,622,287)	11,404	(583,408)	(8,761)	-	(26,837,194)
Net realized and unrealized gains
(losses) on investments	(1,464,178)	7,088	(17,001,678)	175	(15,288,324)	(9,886)	-	(24,615,768)
Net increase (decrease) in net
assets resulting from operations	$  (702,600)	$7,088	$(12,924,676)	$      175	$(10,227,269)	$(9,886)	$2,544,136	$(23,994,755)

See accompanying notes.

Product Name   			142

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment Income
Dividends from mutual funds	$  321,870	$     413,519	$  1,126,915	$       85,369	$           -
Less valuation period deductions
(Note 2)	94,009	191,542	77,489	62,847	91,669
Net investment income (loss)	227,861	221,977	1,049,426	22,522	(91,669)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(658,064)	85,514	(619,401)	(308,679)	(2,076,897)
Net unrealized gains (losses) on
investments	215,214	(2,794,783)	(2,082,139)	(3,121,553)	(369,834)
Net realized and unrealized gains
(losses) on investments	(442,850)	(2,709,269)	(2,701,540)	(3,430,232)	(2,446,731)
Net increase (decrease) in net assets
resulting from operations	$(214,989)	$(2,487,292)	$(1,652,114)	$(3,407,710)	$(2,538,400)

See accompanying notes.

Product Name   			143

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment Income
Dividends from mutual funds	$   25,272	$ 44,322	$           -	$38,335
Less valuation period deductions
(Note 2)	16,631	8,518	29,985	14,502
Net investment income (loss)	8,641	35,804	(29,985)	23,833
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	126,168	(52,880)	(1,122,394)	72,084
Net unrealized gains (losses) on
investments	(392,863)	(66,978)	1,077,161	1,756
Net realized and unrealized gains
(losses) on investments	(266,695)	(119,858)	(45,233)	73,840
Net increase (decrease) in net assets
resulting from operations	$(258,054)	$(84,054)	$    (75,218)	$97,673

See accompanying notes.

Product Name   			144

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	AIM
	Capital Appreciation	Government Securities
Investment Income
Dividends from mutual funds	$ 1,015,515	$   715,050
Less valuation period deductions
(Note 2)	77,610	141,794
Net investment income (loss)	937,905	573,256
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(2,979,016)	2,676,383
Net unrealized gains (losses) on
investments	(3,129,679)	231,049
Net realized and unrealized gains
(losses) on investments	(6,108,695)	2,907,432
Net increase (decrease) in net assets
resulting from operations	$(5,170,790)	$3,480,688

See accompanying notes.

Product Name   			145

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	GCG
	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return	Fully Managed
Investment Income
Dividends from mutual funds	$225	$     -	$ -	$2,096,564	$186,865	$  2,422	$  87	$3,382	$154,098
Less valuation period deductions
(Note 2)	-	-	-	-	-	587	-	-	8,190
Net investment income (loss)	225	-	-	2,096,564	186,865	1,835	87	3,382	145,908
Realized and unrealized gains      (losses) on investments
Net realized gains (losses) on
investments	(40)	(978)	-	8,532	-	(15,299)	(446)	(525)	(4,172)
Net unrealized gains (losses) on
investments	(148)	298	-	(1,963,429)	-	21,648	(78)	(1,893)	(85,305)
Net realized and unrealized gains
(losses) on investments	(188)	(680)	-	(1,954,897)	-	6,349	(524)	(2,418)	(89,477)
Net increase (decrease) in net assets
resulting from operations	$  37	$(680)	$ -	$   141,667	$186,865	$  8,184	$(437)	$   964	$  56,431

See accompanying notes.

Product Name   			146

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	Janus
Investment Income	Growth	Aggressive Growth	Worldwide Growth	International Growth
Dividends from mutual funds	$     4,387	$           -	$     6,741	$   29,978
Less valuation period deductions
(Note 2)	13,345	8,795	12,462	24,862
Net investment income (loss)	(8,958)	(8,795)	(5,721)	5,116
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(147,023)	(231,210)	(214,517)	(324,204)
Net unrealized gains (losses) on
investments	(355,294)	(240,987)	(160,388)	(312,755)
Net realized and unrealized gains
(losses) on investments	(502,317)	(472,197)	(374,905)	(636,959)
Net increase (decrease) in net assets
resulting from operations	$(511,275)	$(480,992)	$(380,626)	$(631,843)

See accompanying notes.

Product Name   			147

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	M Funds
	Brandes	Clifton	Frontier	Turner
Investment Income
Dividends from mutual funds	$92,119	$51,579	$       172	$   285
Less valuation period deductions
(Note 2)	3,533	2,311	3,083	541
Net investment income (loss)	88,586	49,268	(2,911)	(256)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(3,407)	(1,576)	(12,747)	(1,138)
Net unrealized gains (losses) on
investments	(85,989)	(19,553)	113,573	6,123
Net realized and unrealized gains
(losses) on investments	(89,396)	(21,129)	100,826	4,985
Net increase (decrease) in net assets
resulting from operations	$    (810)	$28,139	$  97,915	$4,729

See accompanying notes.

Product Name   			148

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	Pilgrim
	Growth Opportunities	MagnaCap	Mid-Cap Opportunities	Small Cap Opportunities
Investment Income
Dividends from mutual funds	$       -	$   934	$         -	$     241
Less valuation period deductions
(Note 2)	75	309	448	639
Net investment income (loss)	(75)	625	(448)	(398)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(190)	(1,591)	(6,764)	(11,992)
Net unrealized gains (losses) on
investments	1,324	3,018	17,907	28,841
Net realized and unrealized gains
(losses) on investments	1,134	1,427	11,143	16,849
Net increase (decrease) in net assets
resulting from operations	$1,059	$2,052	$10,695	$16,451

See accompanying notes.

Product Name   			149

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2001

	Putnam
	New Opportunities	Voyager	Growth and Income	Small Cap Value
Investment Income
Dividends from mutual funds	$         -	$       -	$         -	$           -
Less valuation period deductions
(Note 2)	587	456	3,794	7,241
Net investment income (loss)	(587)	(456)	(3,794)	(7,241)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	2,370	(1,070)	(5,484)	2,459
Net unrealized gains (losses) on
investments	39,965	9,229	59,773	481,874
Net realized and unrealized gains
(losses) on investments	42,335	8,159	54,289	484,333
Net increase (decrease) in net assets
resulting from operations	$41,748	$7,703	$50,495	$477,092

See accompanying notes.

Product Name   			150

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 2000

	NB
	Limited Maturity Bond	Growth	Partners
Investment Income
Dividends from mutual funds	$775,107	$ 1,356,082	$4,890,882
Less valuation period deductions
(Note 2)	92,250	138,445	220,263
Net investment income (loss)	682,857	1,217,637	4,670,619
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(281,540)	3,777,374	(5,304,540)
Net unrealized gains (losses) on
investments	351,484	(7,971,190)	294,355
Net realized and unrealized gains
(losses) on investments	69,944	(4,193,816)	(5,010,185)
Net increase (decrease) in net assets
resulting from operations	$752,801	$(2,976,179)	$  (339,566)

See accompanying notes.

Product Name   			151

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment Income
Dividends from mutual funds	$ 9,941,662	$2,936,254	$ 6,249,935	$ 2,457,193
Less valuation period deductions
(Note 2)	222,078	194,721	366,802	198,843
Net investment income (loss)	9,719,584	2,741,533	5,883,133	2,258,350
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(9,976,931)	1,057,836	1,775,571	2,107,246
Net unrealized gains (losses) on
investments	(9,435,613)	(2,672,195)	(16,304,212)	(12,453,495)
Net realized and unrealized gains
(losses) on investments	(19,412,544)	(1,614,359)	(14,528,641)	(10,346,249)
Net increase (decrease) in net assets
resulting from operations	$(9,692,960)	$1,127,174	$(8,645,508)	$(8,087,899)

See accompanying notes.

Product Name   			152

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Fidelity
	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment Income
Dividends from mutual funds	$1,469,444	$ 6,670,347	$ 3,516,677	$2,798,325	$   2,232,964
Less valuation period deductions
(Note 2)	105,478	489,501	301,304	340,745	1,243,353
Net investment income (loss)	1,363,966	6,180,846	3,215,373	2,457,580	989,611
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	8,816	2,581,814	1,800,478	-	6,124,495
Net unrealized gains (losses) on
investments	(2,092,103)	(17,925,268)	(13,999,080)	-	(24,758,151)
Net realized and unrealized gains
(losses) on investments	(2,083,287)	(15,343,454)	(12,198,602)	-	(18,633,656)
Net increase (decrease) in net assets
resulting from operations	$  (719,321)	$(9,162,608)	$(8,983,229)	$2,457,580	$(17,644,045)

See accompanying notes.

Product Name   			153

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment Income
Dividends from mutual funds	$1,540,605	$1,186,862	$      97,398	$324,011	$    338,388
Less valuation period deductions
(Note 2)	80,022	139,132	78,969	43,912	62,899
Net investment income (loss)	1,460,583	1,047,730	18,429	280,099	275,489
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(314,414)	593,634	(390,743)	256,021	1,194,928
Net unrealized gains (losses) on
investments	(1,435,710)	(904,246)	(1,002,431)	(372,493)	(3,986,250)
Net realized and unrealized gains
(losses) on investments	(1,750,124)	(310,612)	(1,393,174)	(116,472)	(2,791,322)
Net increase (decrease) in net assets
resulting from operations	$  (289,541)	$   737,118	$(1,374,745)	$163,627	$(2,515,833)

See accompanying notes.

Product Name   			154

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment Income
Dividends from mutual funds	$  25,149	$20,595	$           -	$  13,473
Less valuation period deductions
(Note 2)	17,641	5,005	31,191	5,985
Net investment income (loss)	7,508	15,590	(31,191)	7,488
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	140,202	(14,783)	87,666	7,144
Net unrealized gains (losses) on
investments	123,530	23,588	(2,508,578)	137,513
Net realized and unrealized gains
(losses) on investments	263,732	8,805	(2,420,912)	144,657
Net increase (decrease) in net assets
resulting from operations	$271,240	$24,395	$(2,452,103)	$152,145

See accompanying notes.

Product Name   			155

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	AIM
	Capital Appreciation	Government Securities
Investment Income
Dividends from mutual funds	$    266,665	$551,812
Less valuation period deductions
(Note 2)	58,290	70,584
Net investment income (loss)	208,375	481,228
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	418,127	57,242
Net unrealized gains (losses) on
investments	(2,171,530)	350,661
Net realized and unrealized gains
(losses) on investments	(1,753,403)	407,903
Net increase (decrease) in net assets
resulting from operations	$(1,545,028)	$889,131

See accompanying notes.

Product Name   			156

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	GCG
	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Investment Income
Dividends from mutual funds	$   -	$  90	$   -	$54,281	$861,303	$   -	$   -	$786
Less valuation period deductions
(Note 2)	-	-	-	-	-	-	-	-
Net investment income (loss)	-	90	-	54,281	861,303	-	-	786
Realized and unrealized gains      (losses) on investments
Net realized gains (losses) on
investments	-	-	-	-	-	-	-	-
Net unrealized gains (losses) on
investments	-	(168)	-	(45,286)	-	-	-	(550)
Net realized and unrealized gains
(losses) on investments	-	(168)	-	(45,286)	-	-	-	(550)
Net increase (decrease) in net assets
resulting from operations	$   -	$ (78)	$   -	$  8,995	$861,303	$   -	$   -	$236

See accompanying notes.

Product Name   			157

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 2000

	Janus
	Growth	Aggressive Growth	Worldwide Growth	International Growth
Investment Income
Dividends from mutual funds	$           -	$           -	$         83	$       810
Less valuation period deductions
(Note 2)	180	218	147	213
Net investment income (loss)	(180)	(218)	(64)	597
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(1,546)	(86)	(7,584)	(513)
Net unrealized gains (losses) on
investments	(15,107)	(50,478)	(16,753)	(16,513)
Net realized and unrealized gains
(losses) on investments	(16,653)	(50,564)	(24,337)	(17,026)
Net increase (decrease) in net assets
resulting from operations	$(16,833)	$(50,782)	$(24,401)	$(16,429)

See accompanying notes.

Product Name   			158

Security Life Separate Account L1

Statement of Operations

Year ended December 31, 1999

	NB
	Limited Maturity Bond	Growth	Partners
Investment Income
Dividends from mutual funds	$911,596	$   453,085	$   759,238
Less valuation period deductions
(Note 2)	108,699	70,308	192,211
Net investment income (loss)	802,897	382,777	567,027
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(293,615)	318,964	532,601
Net unrealized gains (losses) on
investments	(423,477)	3,714,218	506,991
Net realized and unrealized gains
(losses) on investments	(717,092)	4,033,182	1,039,592
Net increase (decrease) in net assets
resulting from operations	$  85,805	$4,415,959	$1,606,619

See accompanying notes.

Product Name   			159

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Investment Income
Dividends from mutual funds	$2,200,048	$1,636,538	$2,764,203	$   724,692
Less valuation period deductions
(Note 2)	141,734	88,955	233,373	93,349
Net investment income (loss)	2,058,314	1,547,583	2,530,830	631,343
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	94,825	322,974	2,007,625	2,597,845
Net unrealized gains (losses) on
investments	5,993,398	2,015,333	4,584,649	4,907,565
Net realized and unrealized gains
(losses) on investments	6,088,223	2,338,307	6,592,274	7,505,410
Net increase (decrease) in net assets
resulting from operations	$8,146,537	$3,885,890	$9,123,104	$8,136,753

See accompanying notes.

Product Name   			160

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Fidelity
	Asset Manager	Growth	Overseas	Money Market	Index 500
Investment Income
Dividends from mutual funds	$   798,528	$  3,508,501	$   820,014	$1,277,704	$  1,503,735
Less valuation period deductions
(Note 2)	83,646	308,868	188,207	188,211	860,369
Net investment income (loss)	714,882	3,199,633	631,807	1,089,493	643,366
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	122,474	7,459,882	553,230	-	3,223,226
Net unrealized gains (losses) on
investments	316,538	3,509,953	8,740,414	-	17,585,537
Net realized and unrealized gains
(losses) on investments	439,012	10,969,835	9,293,644	-	20,808,763
Net increase (decrease) in net assets
resulting from operations	$1,153,894	$14,169,468	$9,925,451	$1,089,493	$21,452,129

See accompanying notes.

Product Name   			161

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Investment Income
Dividends from mutual funds	$ 276,071	$   252,055	$618,531	$  37,038	$           -
Less valuation period deductions
(Note 2)	71,255	97,430	65,338	23,769	14,338
Net investment income (loss)	204,816	154,625	553,193	13,269	(14,338)
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	286,623	506,767	(241,611)	304,911	237,549
Net unrealized gains (losses) on
investments	(923,083)	965,264	379,005	179,598	1,535,014
Net realized and unrealized gains
(losses) on investments	(636,460)	1,472,031	137,394	484,509	1,772,563
Net increase (decrease) in net assets
resulting from operations	$(431,644)	$1,626,656	$690,587	$497,778	$1,758,225

See accompanying notes.

Product Name   			162

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Investment Income
Dividends from mutual funds	$  16,585	$ 12,446	$           -	$   1,795
Less valuation period deductions
(Note 2)	12,646	2,550	10,886	1,732
Net investment income (loss)	3,939	9,896	(10,886)	63
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	(313,009)	(25,853)	410,384	1,622
Net unrealized gains (losses) on
investments	592,123	(9,920)	809,962	(17,973)
Net realized and unrealized gains
(losses) on investments	279,114	(35,773)	1,220,346	(16,351)
Net increase (decrease) in net assets
resulting from operations	$283,053	$(25,877)	$1,209,460	$(16,288)

See accompanying notes.

Product Name   			163

Security Life Separate Account L1

Statement of Operations (continued)

Year ended December 31, 1999

	AIM
	Capital Appreciation	Government Securities
Investment Income
Dividends from mutual funds	$   113,467	$198,299
Less valuation period deductions
(Note 2)	19,289	31,722
Net investment income (loss)	94,178	166,577
Realized and unrealized gains
(losses) on investments
Net realized gains (losses) on
investments	92,256	(8,224)
Net unrealized gains (losses) on
investments	1,257,369	(220,437)
Net realized and unrealized gains
(losses) on investments	1,349,625	(228,661)
Net increase (decrease) in net assets
resulting from operations	$1,443,803	$ (62,084)

See accompanying notes.

Product Name   			164

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 2001

	NB
	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     820,751	$  6,846,928	$     970,171
Net realized gains (losses) on
investments	(87,864)	(11,434,496)	(2,225,180)
Net unrealized gains (losses) on
investments	569,231	(1,174,669)	527,179
Increase (decrease) in net assets from
operations	1,302,118	(5,762,237)	(727,830)
Changes from principal
transactions
Net premiums	3,295,398	3,628,883	4,728,769
Cost of insurance and
administrative charges	(685,448)	(725,661)	(1,603,314)
Benefit payments	-	-	-
Surrenders	(495,304)	(254,511)	(1,147,488)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	5,067,884	(3,811,594)	3,353,033
Other	(3,430)	473	31,954
Increase (decrease) from principal
transactions	7,179,100	(1,162,410)	5,362,954
Total increase (decrease) in net assets	8,481,218	(6,924,647)	4,635,124
Net assets at beginning of year	14,494,151	19,944,906	27,555,779
Net assets at end of year	$22,975,369	$13,020,259	$32,190,903

See accompanying notes.

Product Name   			165

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$    (147,496)	$16,328,126	$  6,007,073	$     673,986
Net realized gains (losses) on
investments	(4,309,122)	(18,083,166)	(2,236,799)	(11,574,279)
Net unrealized gains (losses) on
investments	(3,834,697)	(871,507)	(10,755,118)	6,004,341
Increase (decrease) in net assets from
operations	(8,291,315)	(2,626,547)	(6,984,844)	(4,895,952)
Changes from principal
transactions
Net premiums	5,708,041	9,828,654	11,712,597	6,382,755
Cost of insurance and
administrative charges	(1,311,713)	(1,992,952)	(2,826,690)	(1,710,023)
Benefit payments	-	-	-	-
Surrenders	(786,316)	(1,310,921)	(1,469,772)	(1,011,779)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(1,538,649)	5,468,382	(1,714,891)	(5,812)
Other	(21,033)	(97,570)	(82,542)	138,708
Increase (decrease) from principal
transactions	2,050,330	11,895,593	5,618,702	3,793,849
Total increase (decrease) in net assets	(6,240,985)	9,269,046	(1,366,142)	(1,102,103)
Net assets at beginning of year	26,169,130	33,293,751	50,118,432	24,377,608
Net assets at end of year	$19,928,145	$42,562,797	$48,752,290	$23,275,505

See accompanying notes.

Product Name   			166

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	Fidelity
	Asset Manager	Asset Manager SC	Growth	Growth SC	Overseas	Overseas SC	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     761,578	$           -	$  4,077,002	$          -	$  5,061,055	$           -	$  2,544,136	$       621,013
Net realized gains (losses) on
investments	(1,814,082)	(732)	(15,379,391)	(11,229)	(14,704,916)	(1,125)	-	2,221,426
Net unrealized gains (losses) on
investments	349,904	7,820	(1,622,287)	11,404	(583,408)	(8,761)	-	(26,837,194)
Increase (decrease) in net assets from
operations	(702,600)	7,088	(12,924,676)	175	(10,227,269)	(9,886)	2,544,136	(23,994,755)
Changes from principal
transactions
Net premiums	4,928,026	258,504	14,447,067	178,717	9,192,216	109,043	117,488,335	49,621,850
Cost of insurance and
administrative charges	(1,113,478)	(14,177)	(3,260,239)	(5,041)	(1,994,142)	(2,894)	(4,840,874)	(10,446,440)
Benefit payments	-	-	-	-	-	-	(635,172)	-
Surrenders	(498,056)	-	(2,691,247)	-	(1,735,115)	5	(3,841,661)	(7,463,200)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,499,048	61,002	(4,315,470)	35,724	(3,404,356)	54,084	(77,914,357)	11,980,505
Other	(25,230)	1,633	(10,528)	(90)	(87,915)	518	18,057	(234,355)
Increase (decrease) from principal
transactions	4,790,310	306,962	4,169,583	209,310	1,970,688	160,756	30,274,328	43,458,360
Total increase (decrease) in net assets	4,087,710	314,050	(8,755,093)	209,485	(8,256,581)	150,870	32,818,464	19,463,605
Net assets at beginning of year	15,754,618	-	68,506,203	-	43,321,877	-	62,014,812	180,940,441
Net assets at end of year	$19,842,328	$314,050	$59,751,110	$209,485	$35,065,296	$150,870	$94,833,276	$200,404,046

See accompanying notes.

Product Name   			167

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     227,861	$     221,977	$  1,049,426	$     22,522	$     (91,669)
Net realized gains (losses) on
investments	(658,064)	85,514	(619,401)	(308,679)	(2,076,897)
Net unrealized gains (losses) on
investments	215,214	(2,794,783)	(2,082,139)	(3,121,553)	(369,834)
Increase (decrease) in net assets from
operations	(214,989)	(2,487,292)	(1,652,114)	(3,407,710)	(2,538,400)
Changes from principal
transactions
Net premiums	3,859,882	6,274,961	2,362,344	2,759,195	3,465,524
Cost of insurance and
administrative charges	(981,884)	(1,712,565)	(640,769)	(544,844)	(678,377)
Benefit payments	-	-	-	-	-
Surrenders	(605,337)	(547,139)	(254,529)	(111,633)	(529,298)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,489,607	6,071,660	391,814	1,373,706	3,317,951
Other	5,403	(34,044)	4,411	47,172	(24,057)
Increase (decrease) from principal
transactions	3,767,671	10,052,873	1,863,271	3,523,596	5,551,743
Total increase (decrease) in net assets	3,552,682	7,565,581	211,157	115,886	3,013,343
Net assets at beginning of year	11,694,631	21,536,096	10,496,352	7,811,932	11,848,103
Net assets at end of year	$15,247,313	$29,101,677	$10,707,509	$7,927,818	$14,861,446

See accompanying notes.

Product Name   			168

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$       8,641	$     35,804	$   (29,985)	$     23,833
Net realized gains (losses) on
investments	126,168	(52,880)	(1,122,394)	72,084
Net unrealized gains (losses) on
investments	(392,863)	(66,978)	1,077,161	1,756
Increase (decrease) in net assets from
operations	(258,054)	(84,054)	(75,218)	97,673
Changes from principal
transactions
Net premiums	342,840	367,493	1,356,359	659,384
Cost of insurance and
administrative charges	(132,854)	(98,441)	(259,040)	(104,193)
Benefit payments	-	-	-	-
Surrenders	(673,391)	(10,393)	(105,458)	(2,318)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	137,343	117,746	(960,427)	863,760
Other	(1,769)	1,528	(2,594)	(480)
Increase (decrease) from principal
transactions	(327,831)	377,933	28,840	1,416,153
Total increase (decrease) in net assets	(585,885)	293,879	(46,378)	1,513,826
Net assets at beginning of year	2,313,351	931,427	4,562,000	1,312,308
Net assets at end of year	$1,727,466	$1,225,306	$4,515,622	$2,826,134

See accompanying notes.

Product Name   			169

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	AIM
	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$       937,905	$     573,256
Net realized gains (losses) on
investments	(2,979,016)	2,676,383
Net unrealized gains (losses) on
investments	(3,129,679)	231,049
Increase (decrease) in net assets from
operations	(5,170,790)	3,480,688
Changes from principal
transactions
Net premiums	4,763,948	4,226,929
Cost of insurance and
administrative charges	(931,231)	(2,206,157)
Benefit payments	-	-
Surrenders	(428,080)	(342,794)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(38,858,721)	3,341,837
Other	2,417,659	400,826
Increase (decrease) from principal
transactions	(33,036,425)	5,420,641
Total increase (decrease) in net assets	(38,207,215)	8,901,329
Net assets at beginning of year	51,038,676	16,763,898
Net assets at end of year	$12,831,461	$25,665,227

See accompanying notes.

Product Name   			170

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	GCG
	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return	Fully Managed
Increase (decrease) in net assets
Operations
Net investment income (loss)	$   225	$       -	$ -	$  2,096,564	$   186,865	$    1,835	$     87	$  3,382	$   145,908
Net realized gains (losses) on
investments	(40)	(978)	-	8,532	-	(15,299)	(446)	(525)	(4,172)
Net unrealized gains (losses) on
investments	(148)	298	-	(1,963,429)	-	21,648	(78)	(1,893)	(85,305)
Increase (decrease) in net assets from
operations	37	(680)	-	141,667	186,865	8,184	(437)	964	56,431
Changes from principal
transactions
Net premiums	4,020	7,110	-	144,609	17,241,086	96,915	4,019	37,494	320,026
Cost of insurance and
administrative charges	(320)	(319)	-	(291,274)	(399,712)	(7,121)	(265)	(1,316)	(43,440)
Benefit payments	-	-	-	-	-	-	-	-	-
Surrenders	-	-	-	(59,014)	(68,804)	2	-	-	(518)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	2,732	(4,032)	-	53,857,873	(11,129,464)	364,600	(112)	5,627	3,576,855
Other	(18)	376	-	(111)	10,586	2,890	(8)	(96)	(231)
Increase (decrease) from principal
transactions	6,414	3,135	-	53,652,083	5,653,692	457,286	3,634	41,709	3,852,692
Total increase (decrease) in net assets	6,451	2,455	-	53,793,750	5,840,557	465,470	3,197	42,673	3,909,123
Net assets at beginning of year	-	1,233	-	876,798	1,991,502	-	-	10,533	-
Net assets at end of year	$6,451	$3,688	$ -	$54,670,548	$7,832,059	$465,470	$3,197	$53,206	$3,909,123

See accompanying notes.

Product Name   			171

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	Janus
Increase (decrease) in net assets	Growth	Aggressive Growth	Worldwide Growth	International Growth
Operations
Net investment income (loss)	$     (8,958)	$     (8,795)	$     (5,721)	$       5,116
Net realized gains (losses) on investments	(147,023)	(231,210)	(214,517)	(324,204)
Net unrealized gains (losses) on investments	(355,294)	(240,987)	(160,388)	(312,755)
Increase (decrease) in net assets from operations	(511,275)	(480,992)	(380,626)	(631,843)
Changes from principal transactions
Net premiums	1,136,268	868,460	1,175,344	1,283,587
Cost of insurance and administrative expenses	(104,121)	(94,851)	(115,877)	(134,454)
Benefit payments	-	-	-	-
Surrenders	(3,422)	(9,526)	(59,256)	(3,760)
Net transfers among divisions (including the loan
division and guaranteed interest division in the
general account)	2,337,020	1,045,378	2,291,636	4,213,346
Other	971	4,665	3,908	(7,166)
Increase (decrease) from principal transactions	3,366,716	1,814,126	3,295,755	5,351,553
Total increase (decrease) in net assets	2,855,441	1,333,134	2,915,129	4,719,710
Net assets at beginning of year	243,641	524,583	319,420	420,616
Net assets at end of year	$3,099,082	$1,857,717	$3,234,549	$5,140,326

See accompanying notes.

Product Name   			172

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	M Funds
	Brandes	Clifton	Frontier	Turner
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     88,586	$    49,268	$     (2,911)	$      (256)
Net realized gains (losses) on investments	(3,407)	(1,576)	(12,747)	(1,138)
Net unrealized gains (losses) on investments	(85,989)	(19,553)	113,573	6,123
Increase (decrease) in net assets from operations	(810)	28,139	97,915	4,729
Changes from principal transactions
Net premiums	99,251	74,071	72,923	19,338
Cost of insurance and administrative expenses	(25,791)	(12,740)	(23,985)	(2,744)
Benefit payments	-	-	-	-
Surrenders	(851)	-	(811)	-
Net transfers among divisions (including the loan
division and guaranteed interest division in the
general account)	1,818,859	1,104,930	1,578,048	274,101
Other	4,560	35	2,865	405
Increase (decrease) from principal transactions	1,896,028	1,166,296	1,629,040	291,100
Total increase (decrease) in net assets	1,895,218	1,194,435	1,726,955	295,829
Net assets at beginning of year	-	-	-	-
Net assets at end of year	$1,895,218	$1,194,435	$1,726,955	$295,829

See accompanying notes.

Product Name   			173

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	Pilgrim
	Growth Opportunities	MagnaCap	Mid-Cap Opportunities	Small Cap Opportunities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$      (75)	$       625	$      (448)	$      (398)
Net realized gains (losses) on investments	(190)	(1,591)	(6,764)	(11,992)
Net unrealized gains (losses) on investments	1,324	3,018	17,907	28,841
Increase (decrease) in net assets from operations	1,059	2,052	10,695	16,451
Changes from principal transactions
Net premiums	8,387	52,648	24,812	171,078
Cost of insurance and administrative expenses	(683)	(4,309)	(2,748)	(7,912)
Benefit payments	-	-	-	-
Surrenders	-	(69)	-	(176)
Net transfers among divisions (including the loan
division and guaranteed interest division in
the general account)	137,795	151,007	256,650	550,115
Other	67	421	5,034	111
Increase (decrease) from principal transactions	145,566	199,698	283,748	713,216
Total increase (decrease) in net assets	146,625	201,750	294,443	729,667
Net assets at beginning of year	-	-	-	-
Net assets at end of year	$146,625	$201,750	$294,443	$729,667

See accompanying notes.

Product Name   			174

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2001

	Putnam
	New Opportunities	Voyager	Growth and Income	Small Cap Value
Increase (decrease) in net assets
Operations
Net investment income (loss)	$      (587)	$      (456)	$      (3,794)	$     (7,241)
Net realized gains (losses) on investments	2,370	(1,070)	(5,484)	2,459
Net unrealized gains (losses) on investments	39,965	9,229	59,773	481,874
Increase (decrease) in net assets from operations	41,748	7,703	50,495	477,092
Changes from principal transactions
Net premiums	91,169	475,117	709,343	406,645
Cost of insurance and administrative expenses	(5,178)	(5,555)	(26,279)	(50,824)
Benefit payments	-	-	-	-
Surrenders	(1)	(453)	(61)	(10,308)
Net transfers among divisions (including the loan
division and guaranteed interest division in
the general account)	268,515	373,015	2,651,904	5,366,815
Other	1,178	2,655	(2,706)	1,756
Increase (decrease) from principal transactions	355,683	844,779	3,332,201	5,714,084
Total increase (decrease) in net assets	397,431	852,482	3,382,696	6,191,176
Net assets at beginning of year	-	-	-	-
Net assets at end of year	$397,431	$852,482	$3,382,696	$6,191,176

See accompanying notes.

Product Name   			175

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 2000

	NB
	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     682,857	$  1,217,637	$  4,670,619
Net realized gains (losses) on
investments	(281,540)	3,777,374	(5,304,540)
Net unrealized gains (losses) on
investments	351,484	(7,971,190)	294,355
Increase (decrease) in net assets from
operations	752,801	(2,976,179)	(339,566)
Changes from principal
transactions
Net premiums	3,373,191	3,809,287	5,070,248
Cost of insurance and
administrative charges	(422,495)	(645,717)	(1,341,155)
Benefit payments	-	-	(19,938)
Surrenders	(485,003)	(434,853)	(2,800,785)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	72,092	7,083,628	(2,572,843)
Other	2,737	32,586	139,818
Increase (decrease) from principal
transactions	2,540,522	9,844,931	(1,524,655)
Total increase (decrease) in net assets	3,293,323	6,868,752	(1,864,221)
Net assets at beginning of year	11,200,828	13,076,154	29,420,000
Net assets at end of year	$14,494,151	$19,944,906	$27,555,779

See accompanying notes.

Product Name   			176

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$  9,719,584	$  2,741,533	$  5,883,133	$  2,258,350
Net realized gains (losses) on
investments	(9,976,931)	1,057,836	1,775,571	2,107,246
Net unrealized gains (losses) on
investments	(9,435,613)	(2,672,195)	(16,304,212)	(12,453,495)
Increase (decrease) in net assets from
operations	(9,692,960)	1,127,174	(8,645,508)	(8,087,899)
Changes from principal
transactions
Net premiums	6,777,077	8,256,914	14,199,181	8,282,468
Cost of insurance and
administrative charges	(1,361,117)	(1,182,610)	(2,244,564)	(1,487,898)
Benefit payments	(8,499)	-	-	(19,872)
Surrenders	(1,213,521)	(527,415)	(1,866,225)	(404,726)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	3,623,099	8,242,898	7,157,011	2,790,151
Other	265,296	89,303	135,039	241,724
Increase (decrease) from principal
transactions	8,082,335	14,879,090	17,380,442	9,401,847
Total increase (decrease) in net assets	(1,610,625)	16,006,264	8,734,934	1,313,948
Net assets at beginning of year	27,779,755	17,287,487	41,383,498	23,063,660
Net assets at end of year	$26,169,130	$33,293,751	$50,118,432	$24,377,608

See accompanying notes.

Product Name   			177

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Fidelity
	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$  1,363,966	$  6,180,846	$  3,215,373	$  2,457,580	$      989,611
Net realized gains (losses) on
investments	8,816	2,581,814	1,800,478	-	6,124,495
Net unrealized gains (losses) on
investments	(2,092,103)	(17,925,268)	(13,999,080)	-	(24,758,151)
Increase (decrease) in net assets from
operations	(719,321)	(9,162,608)	(8,983,229)	2,457,580	(17,644,045)
Changes from principal
transactions
Net premiums	4,246,313	16,858,828	10,774,262	102,634,205	49,828,360
Cost of insurance and
administrative charges	(729,175)	(2,871,811)	(1,545,175)	(3,421,123)	(8,228,882)
Benefit payments	-	(8,585)	-	(1,512,600)	(12,997)
Surrenders	(523,096)	(1,526,139)	(1,310,651)	(1,580,652)	(6,472,537)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(110,602)	6,705,250	9,264,961	(71,323,681)	10,473,533
Other	41	353,438	137,428	(36,325)	81,243
Increase (decrease) from principal
transactions	2,883,481	19,510,981	17,320,825	24,759,824	45,668,720
Total increase (decrease) in net assets	2,164,160	10,348,373	8,337,596	27,217,404	28,024,675
Net assets at beginning of year	13,590,458	58,157,830	34,984,281	34,797,408	152,915,766
Net assets at end of year	$15,754,618	$68,506,203	$43,321,877	$62,014,812	$180,940,441

See accompanying notes.

Product Name   			178

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$  1,460,583	$  1,047,730	$       18,429	$   280,099	$     275,489
Net realized gains (losses) on
investments	(314,414)	593,634	(390,743)	256,021	1,194,928
Net unrealized gains (losses) on
investments	(1,435,710)	(904,246)	(1,002,431)	(372,493)	(3,986,250)
Increase (decrease) in net assets from
operations	(289,541)	737,118	(1,374,745)	163,627	(2,515,833)
Changes from principal
transactions
Net premiums	4,101,918	5,744,367	2,639,161	2,052,375	4,054,004
Cost of insurance and
administrative charges	(753,096)	(1,128,125)	(507,500)	(326,968)	(399,089)
Benefit payments	-	(12,031)	-	-	-
Surrenders	(882,070)	(593,452)	(303,992)	(148,234)	(37,709)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(858,136)	588,741	584,364	1,906,098	6,191,646
Other	(11,094)	(21,075)	38,387	23,719	85,868
Increase (decrease) from principal
transactions	1,597,522	4,578,425	2,450,420	3,506,990	9,894,720
Total increase (decrease) in net assets	1,307,981	5,315,543	1,075,675	3,670,617	7,378,887
Net assets at beginning of year	10,386,650	16,220,553	9,420,677	4,141,315	4,469,216
Net assets at end of year	$11,694,631	$21,536,096	$10,496,352	$7,811,932	$11,848,103

See accompanying notes.

Product Name   			179

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$       7,508	$  15,590	$   (31,191)	$       7,488
Net realized gains (losses) on
investments	140,202	(14,783)	87,666	7,144
Net unrealized gains (losses) on
investments	123,530	23,588	(2,508,578)	137,513
Increase (decrease) in net assets from
operations	271,240	24,395	(2,452,103)	152,145
Changes from principal
transactions
Net premiums	358,451	329,600	2,190,959	411,834
Cost of insurance and
administrative charges	(106,083)	(44,145)	(190,748)	(43,360)
Benefit payments	-	-	-	-
Surrenders	(36,625)	(12,576)	(35,659)	(1,389)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(475,702)	298,840	1,965,172	244,536
Other	(4,008)	1,110	(29,680)	(1,295)
Increase (decrease) from principal
transactions	(263,967)	572,829	3,900,044	610,326
Total increase (decrease) in net assets	7,273	597,224	1,447,941	762,471
Net assets at beginning of year	2,306,078	334,203	3,114,059	549,837
Net assets at end of year	$2,313,351	$931,427	$4,562,000	$1,312,308

See accompanying notes.

Product Name   			180

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	AIM
	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     208,375	$     481,228
Net realized gains (losses) on
investments	418,127	57,242
Net unrealized gains (losses) on
investments	(2,171,530)	350,661
Increase (decrease) in net assets from
operations	(1,545,028)	889,131
Changes from principal
transactions
Net premiums	4,809,190	2,162,787
Cost of insurance and
administrative charges	(550,172)	(311,399)
Benefit payments	-	-
Surrenders	(120,337)	(249,351)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	44,182,854	6,870,946
Other	(1,046,753)	7,451
Increase (decrease) from principal
transactions	47,274,782	8,480,434
Total increase (decrease) in net assets	45,729,754	9,369,565
Net assets at beginning of year	5,308,922	7,394,333
Net assets at end of year	$51,038,676	$16,763,898

See accompanying notes.

Product Name   			181

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	GCG
	Equity Income	Growth	Hard Assets	Limited Maturity Bond	Liquid Asset	MidCap Growth	Research	Total Return
Increase (decrease) in net assets
Operations
Net investment income (loss)	$   -	$     90	$   -	$  54,281	$      861,303	$   -	$   -	$     786
Net realized gains (losses) on
investments	-	-	-	-	-	-	-	-
Net unrealized gains (losses) on
investments	-	(168)	-	(45,286)	-	-	-	(550)
Increase (decrease) in net assets from
operations	-	(78)	-	8,995	861,303	-	-	236
Changes from principal
transactions
Net premiums	-	-	-	868,271	53,113,856	-	-	-
Cost of insurance and
administrative charges	-	-	-	(3,837)	(698,485)	-	-	-
Benefit payments
Surrenders	-	-	-	-	-	-	-	-
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	-	1,311	-	3,369	(51,270,261)	-	-	10,297
Other	-	-	-	-	(14,911)	-	-	-
Increase (decrease) from principal
transactions	-	1,311	-	867,803	1,130,199	-	-	10,297
Total increase (decrease) in net assets	-	1,233	-	876,798	1,991,502	-	-	10,533
Net assets at beginning of year	-	-	-	-	-	-	-	-
Net assets at end of year	$   -	$1,233	$   -	$876,798	$   1,991,502	$   -	$   -	$10,533

See accompanying notes.

Product Name   			182

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 2000

	Janus
Increase (decrease) in net assets	Growth	Aggressive Growth	Worldwide Growth	International Growth
Operations
Net investment income (loss)	$      (180)	$      (218)	$        (64)	$       597
Net realized gains (losses) on investments	(1,546)	(86)	(7,584)	(513)
Net unrealized gains (losses) on investments	(15,107)	(50,478)	(16,753)	(16,513)
Increase (decrease) in net assets from operations	(16,833)	(50,782)	(24,401)	(16,429)
Changes from principal transactions
Net premiums	44,231	197,569	202,866	10,939
Cost of insurance and administrative expenses	(1,752)	(2,059)	(1,621)	(2,221)
Benefit payments	-	-	-	-
Surrenders	-	-	-	-
Net transfers among divisions (including the loan
division and guaranteed interest division in
the general account)	216,576	370,746	142,784	430,359
Other	1,419	9,109	(208)	(2,032)
Increase (decrease) from principal transactions	260,474	575,365	343,821	437,045
Total increase (decrease) in net assets	243,641	524,583	319,420	420,616
Net assets at beginning of year	-	-	-	-
Net assets at end of year	$243,641	$524,583	$319,420	$420,616

See accompanying notes.

Product Name   			183

Security Life Separate Account L1

Statement of Changes in Net Assets

Year ended December 31, 1999

	NB
	Limited Maturity Bond	Growth	Partners
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     802,897	$     382,777	$     567,027
Net realized gains (losses) on
investments	(293,615)	318,964	532,601
Net unrealized gains (losses) on
investments	(423,477)	3,714,218	506,991
Increase (decrease) in net assets from
operations	85,805	4,415,959	1,606,619
Changes from principal
transactions
Net premiums	2,691,658	1,968,259	5,031,635
Cost of insurance and
administrative charges	(532,487)	(382,030)	(1,258,014)
Benefit payments	-	-	-
Surrenders	(1,033,731)	(175,255)	(320,942)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(5,610,959)	(1,798,195)	1,895,261
Other	22,193	21,256	2,199
Increase (decrease) from principal
transactions	(4,463,326)	(365,965)	5,350,139
Total increase (decrease) in net assets	(4,377,521)	4,049,994	6,956,758
Net assets at beginning of year	15,578,349	9,026,160	22,463,242
Net assets at end of year	$11,200,828	$13,076,154	$29,420,000

See accompanying notes.

Product Name   			184

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Alger
	American Small Capitalization	American MidCap Growth	American Growth	American Leveraged AllCap
Increase (decrease) in net assets
Operations
Net investment income (loss)	$  2,058,314	$  1,547,583	$  2,530,830	$     631,343
Net realized gains (losses) on
investments	94,825	322,974	2,007,625	2,597,845
Net unrealized gains (losses) on
investments	5,993,398	2,015,333	4,584,649	4,907,565
Increase (decrease) in net assets from
operations	8,146,537	3,885,890	9,123,104	8,136,753
Changes from principal
transactions
Net premiums	4,618,903	3,508,936	7,654,291	3,464,401
Cost of insurance and
administrative charges	(957,053)	(661,896)	(1,597,077)	(621,343)
Benefit payments	-	-	-	-
Surrenders	(986,740)	(286,174)	(1,594,894)	(579,955)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,461,610	1,637,697	4,904,801	5,793,425
Other	(6,873)	(17,173)	(10,341)	69,050
Increase (decrease) from principal
transactions	4,129,847	4,181,390	9,356,780	8,125,578
Total increase (decrease) in net assets	12,276,384	8,067,280	18,479,884	16,262,331
Net assets at beginning of year	15,503,371	9,220,207	22,903,614	6,801,329
Net assets at end of year	$27,779,755	$17,287,487	$41,383,498	$23,063,660

See accompanying notes.

Product Name   			185

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Fidelity
	Asset Manager	Growth	Overseas	Money Market	Index 500
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     714,882	$  3,199,633	$     631,807	$  1,089,493	$       643,366
Net realized gains (losses) on
investments	122,474	7,459,882	553,230	-	3,223,226
Net unrealized gains (losses) on
investments	316,538	3,509,953	8,740,414	-	17,585,537
Increase (decrease) in net assets from
operations	1,153,894	14,169,468	9,925,451	1,089,493	21,452,129
Changes from principal
transactions
Net premiums	3,791,052	9,969,268	5,963,624	62,143,060	33,943,409
Cost of insurance and
administrative charges	(604,489)	(1,912,531)	(1,071,163)	(2,273,369)	(5,761,157)
Benefit payments	-	-	-	(542,037)	-
Surrenders	(641,428)	(1,308,922)	(1,227,419)	(1,281,819)	(3,427,493)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(349,280)	4,285,808	788,107	(42,741,942)	20,481,318
Other	3,430	54,597	23,794	(8,230)	73,191
Increase (decrease) from principal
transactions	2,199,285	11,088,220	4,476,943	15,295,663	45,309,268
Total increase (decrease) in net assets	3,353,179	25,257,688	14,402,394	16,385,156	66,761,397
Net assets at beginning of year	10,237,279	32,900,142	20,581,887	18,412,252	86,154,369
Net assets at end of year	$13,590,458	$58,157,830	$34,984,281	$34,797,408	$152,915,766

See accompanying notes.

Product Name   			186

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	INVESCO
	Total Return	Equity Income	High Yield	Utilities	Small Company Growth
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     204,816	$     154,625	$   553,193	$     13,269	$   (14,338)
Net realized gains (losses) on
investments	286,623	506,767	(241,611)	304,911	237,549
Net unrealized gains (losses) on
investments	(923,083)	965,264	379,005	179,598	1,535,014
Increase (decrease) in net assets from
operations	(431,644)	1,626,656	690,587	497,778	1,758,225
Changes from principal
transactions
Net premiums	4,580,034	4,374,844	1,987,501	1,127,118	701,226
Cost of insurance and
administrative charges	(764,047)	(922,117)	(471,532)	(198,877)	(104,246)
Benefit payments	-	-	-	-	-
Surrenders	(239,246)	(333,959)	(155,182)	(820,016)	(18,725)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	(854,496)	643,961	(518,177)	1,491,088	1,377,972
Other	(9,279)	(21,837)	4,698	3,264	6,086
Increase (decrease) from principal
transactions	2,712,966	3,740,892	847,308	1,602,577	1,962,313
Total increase (decrease) in net assets	2,281,322	5,367,548	1,537,895	2,100,355	3,720,538
Net assets at beginning of year	8,105,328	10,853,005	7,882,782	2,040,960	748,678
Net assets at end of year	$10,386,650	$16,220,553	$9,420,677	$4,141,315	$4,469,216

See accompanying notes.

Product Name   			187

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	Van Eck
	Worldwide Hard Assets	Worldwide Bond	Worldwide Emerging Markets	Worldwide Real Estate
Increase (decrease) in net assets
Operations
Net investment income (loss)	$       3,939	$    9,896	$    (10,886)	$         63
Net realized gains (losses) on
investments	(313,009)	(25,853)	410,384	1,622
Net unrealized gains (losses) on
investments	592,123	(9,920)	809,962	(17,973)
Increase (decrease) in net assets from
operations	283,053	(25,877)	1,209,460	(16,288)
Changes from principal
transactions
Net premiums	441,045	253,322	416,537	200,716
Cost of insurance and
administrative charges	(86,064)	(17,509)	(56,532)	(13,351)
Benefit payments	-	-	-	-
Surrenders	(23,325)	-	(5,545)	(4,461)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	602,367	(80,721)	1,091,100	306,489
Other	15,247	(819)	(2,117)	451
Increase (decrease) from principal
transactions	949,270	154,273	1,443,443	489,844
Total increase (decrease) in net assets	1,232,323	128,396	2,652,903	473,556
Net assets at beginning of year	1,073,755	205,807	461,156	76,281
Net assets at end of year	$2,306,078	$334,203	$3,114,059	$549,837

See accompanying notes.

Product Name   			188

Security Life Separate Account L1

Statement of Changes in Net Assets (continued)

Year ended December 31, 1999

	AIM
	Capital Appreciation	Government Securities
Increase (decrease) in net assets
Operations
Net investment income (loss)	$     94,178	$   166,577
Net realized gains (losses) on
investments	92,256	(8,224)
Net unrealized gains (losses) on
investments	1,257,369	(220,437)
Increase (decrease) in net assets from
operations	1,443,803	(62,084)
Changes from principal
transactions
Net premiums	1,497,094	1,714,474
Cost of insurance and
administrative charges	(216,619)	(165,512)
Benefit payments	-	-
Surrenders	(18,584)	(582,842)
Net transfers among divisions
(including the loan division and
guaranteed interest division in
the general account)	1,391,719	3,892,482
Other	7,073	2,098
Increase (decrease) from principal
transactions	2,660,683	4,860,700
Total increase (decrease) in net assets	4,104,486	4,798,616
Net assets at beginning of year	1,204,436	2,595,717
Net assets at end of year	$5,308,922	$7,394,333

See accompanying notes.

Product Name   			189

Security Life Separate Account L1

Notes to Financial Statements

December 31, 2001

1. Organization

Security Life Separate Account L1 (the "Separate Account") was established by resolution of the Board of Directors of Security Life of Denver Insurance Company (the "Company") on November 3, 1993. The Separate Account is organized as a unit investment trust registered with the Securities and Exchange Commission under the Investment Company Act of 1940.

The Separate Account supports the operations of the FirstLine Variable Universal Life, FirstLine II Variable Universal Life, Strategic Advantage Variable Universal Life, Strategic Advantage II Variable Universal Life, Variable Survivorship Universal Life, Corporate Benefits Variable Universal Life, Strategic Benefits Variable Universal Life, Asset Portfolio Manager Variable Universal Life, and Estate Designer policies ("Variable Universal Life Policies") offered by the Company. Corporate Benefits Variable Universal Life and Strategic Benefits Variable Universal Life became effective in 2000 and are defined as Class B policies due to their mortality and expense charge structure. Asset Portfolio Manager Variable Universal Life became effective in 2001 and is also defined as a Class B policy. All other Variable Universal Life Policies are defined as Class A policies. The Separate Account may be used to support other variable life policies as the Company offers them. The assets of the Separate Account are the property of the Company. However, the portion of the Separate Account's assets attributable to the policies will not be used to satisfy liabilities arising out of any other operations of the Company.

As of December 31, 2001, the Separate Account offered 51 investment divisions (collectively, the "Funds") available to the policyholders, 38 of which invest in an independently managed mutual fund portfolio and 13 of which invest in a mutual fund portfolio managed by an affiliate, either Directed Services, Inc. or ING Pilgrim Investments, LLC.

Product Name   			190

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

The Funds are as follows:

Portfolio Managers/Portfolios (Funds)

Neuberger Berman Management Incorporated ("NB"):
     Neuberger Berman Limited Maturity Bond Portfolio
     Neuberger Berman Growth Portfolio
     Neuberger Berman Partners Portfolio

Fred Alger Management, Inc. ("Alger"):
     Alger American Small Capitalization Portfolio
     Alger American MidCap Growth Portfolio
     Alger American Growth Portfolio
     Alger American Leveraged AllCap Portfolio

Fidelity Management & Research Company ("Fidelity"):
     Fidelity Investments VIP II Asset Manager Portfolio
     Fidelity Investments VIP II Asset Manager Service Class Portfolio
     Fidelity Investments VIP Growth Portfolio
     Fidelity Investments VIP Growth Service Class Portfolio
     Fidelity Investments VIP Overseas Portfolio
     Fidelity Investments VIP Overseas Service Class Portfolio
     Fidelity Investments VIP Money Market Portfolio
     Fidelity Investments VIP II Index 500 Portfolio

INVESCO Funds Group, Inc. ("INVESCO"):
     INVESCO VIF Total Return Portfolio
     INVESCO VIF Equity Income Portfolio
     INVESCO VIF High Yield Portfolio
     INVESCO VIF Utilities Portfolio
     INVESCO VIF Small Company Growth Portfolio

Van Eck Associates Corporation ("Van Eck"):
     Van Eck Worldwide Hard Assets Portfolio
     Van Eck Worldwide Bond Portfolio
     Van Eck Worldwide Emerging Markets Portfolio
     Van Eck Worldwide Real Estate Portfolio

AIM Advisors, Inc. ("AIM"):
     AIM VI - Capital Appreciation Portfolio
     AIM VI - Government Securities Portfolio

Product Name   			191

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds) (continued)

Directed Services, Inc. ("GCG"):
     GCG Trust - Equity Income Portfolio
     GCG Trust - Growth Portfolio
     GCG Trust - Hard Assets Portfolio
     GCG Trust - Limited Maturity Bond Portfolio
     GCG Trust - Liquid Asset Portfolio
     GCG Trust - MidCap Growth Portfolio
     GCG Trust - Research Portfolio
     GCG Trust - Total Return Portfolio
     GCG Trust - Fully Managed Portfolio

Janus Aspen Series Funds ("Janus"):
     Growth Portfolio
     Aggressive Growth Portfolio
     Worldwide Growth Portfolio
     International Growth Portfolio

M Fund, Inc. ("M"):
     Brandes International Equity Fund
     Clifton Enhanced U.S. Equity Fund
     Frontier Capital Appreciation Fund
     Turner Core Growth Fund

ING Pilgrim Investments, LLC ("Pilgrim"):
     VP Growth Opportunities Portfolio
     VP MagnaCap Portfolio
     VP MidCap Opportunities Portfolio
     VP SmallCap Opportunities Portfolio

Putnam Investment Management, LLC ("Putnam"):
     Putnam VT New Opportunities Fund - Class 1B Shares
     Putnam VT Voyager Fund - Class 1B Shares
     Putnam VT Growth and Income Fund - Class 1B Shares
     Putnam VT Small Cap Value Fund - Class 1B Shares

Effective May 1, 2001, 16 new divisions became available to the policyholders for investment in the following funds:

Fidelity Management & Research Company ("Fidelity"):
   Fidelity Investments VIP II Asset Manager Service Class Portfolio
   Fidelity Investments VIP Growth Service Class Portfolio
   Fidelity Investments VIP Overseas Service Class Portfolio

Product Name   			192

Security Life Separate Account L1

Notes to Financial Statements (continued)

1. Organization (continued)

Portfolio Managers/Portfolios (Funds)

Directed Services, Inc. ("GCG"):
     GCG Trust - Fully Managed Portfolio

M Fund, Inc. ("M"):
     Brandes International Equity Fund
     Clifton Enhanced U.S. Equity Fund
     Frontier Capital Appreciation Fund
     Turner Core Growth Fund

ING Pilgrim Investments, LLC ("Pilgrim"):
     VP Growth Opportunities Portfolio
     VP MagnaCap Portfolio
     VP Mid-Cap Opportunities Portfolio
     VP SmallCap Opportunities Portfolio

Putnam Investment Management, LLC ("Putnam"):
     Putnam VT New Opportunities Fund - Class 1B Shares
     Putnam VT Voyager Fund - Class 1B Shares
     Putnam VT Growth and Income Fund - Class 1B Shares
     Putnam VT Small Cap Value Fund - Class 1B Shares

The Variable Universal Life Policies allow the policyholders to specify the allocation of their net premium to the various Funds. They can also transfer their account values among the Funds. The Variable Universal Life Policies also provide the policyholders the option to allocate their net premiums, or to transfer their account values, to a Guaranteed Interest Division ("GID") in the Company's general account. The GID guarantees a rate of interest to the policyholder, and it is not variable in nature. Therefore, it is not included in these Separate Account statements.

2. Summary of Significant Accounting Policies

The accompanying financial statements of the Separate Account have been prepared on the basis of accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Product Name   			193

Security Life Separate Account L1

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

The significant accounting principles followed by the Separate Account and the methods of applying those principles are presented below or in the footnotes that follow:

Investment Valuation

The investments in shares of the Funds are valued at the closing net asset value (fair value) per share as determined by the Funds on the day of measurement.

Investment Transactions and Related Investment Income

The investments in shares of the Funds are accounted for on the date the order to buy or sell is confirmed. Dividend income and distributions of capital gains are recorded on the ex-dividend date. Realized gains and losses from sales transactions are reported using the first-in, first-out ("FIFO") method of accounting for cost. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized gain or loss on investment.

Valuation Period Deductions

For FirstLine, FirstLine II, Strategic Advantage, Strategic Advantage II, Variable Survivorship and Estate Designer policies (Class A Policies), charges are made directly against the assets of the Separate Account divisions and are reflected daily in the computation of the unit values of the divisions.

A daily deduction, at an annual rate of .75% of the daily asset value of the Separate Account divisions, is charged to the Separate Account for mortality and expense risks assumed by the Company. Total mortality and expense charges for the years ended December 31, 2001, 2000, and 1999 were $5,129,482, $4,508,171, and $2,908,885, respectively.

For the Corporate Benefits, Strategic Benefits and Asset Portfolio Manager policies (Class B Policies), mortality and expense charges result in the redemption of units rather than a deduction in the daily computation of unit values.

For Corporate Benefits policies, a monthly deduction, at an annual rate of .20% of the account value, is charged. For Strategic Benefits policies, a monthly deduction, at an annual rate of .85%, .60% and .05% of the account value, is charged during policy years 1 through 10, 11 through 20, and 21 and later, respectively. For Asset Portfolio Manager

Product Name   			194

Security Life Separate Account L1

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

policies, a monthly deduction, at an annual rate of .90% and .45% of the account value, is charged during policy years 1 through 10 and 11 through 20, respectively. There is no mortality and expense charge after year 20 for Asset Portfolio Manager policies. Total mortality and expense charges for these policies for the years ended December 31, 2001 and 2000 were $180,487 and $42,000, respectively, and are included in the Statements of Changes in Net Assets as cost of insurance and administrative charges.

Policyholder Reserves

Policyholder reserves are recorded in the Separate Account at the aggregate account values of the policyholders invested in the Separate Account divisions. To the extent that benefits to be paid to the policyholders exceed their account values, the Company will contribute additional funds to the benefit proceeds.

3. Related Party Transactions

For the year ended December 31, 2001, management fees were paid indirectly to Directed Services, Inc., an affiliate of the Company, in its capacity as investment manager to GCG Trust. The Fund's advisory agreement provided for a fee at an annual rate of .94% of the average net assets of the Equity Income, Hard Assets and Fully Managed Portfolios, .99% of the average net assets of the Growth Portfolio, .54% of the average net assets of the Limited Maturity Bond and Liquid Assets Portfolios, and .88% of the average net assets of the MidCap, Research and Total Return Portfolios. In addition, management fees were paid to ING Pilgrim Investments, LLC, an affiliate of the Company, in its capacity as investment advisor to Pilgrim Variable Products Trust. The Fund's advisory agreement provides for a fee at an annual rate of .75% of the average net assets of the fund for all available Pilgrim funds.

4. Investments

Fund shares are purchased at net asset value with net premiums (premium payments, less sales and tax loads charged by the Company) and divisional transfers from other divisions. Fund shares are redeemed for the payment of benefits, surrenders, transfers to other divisions, and charges by the Company for certain costs of insurance and administrative charges. The cost of insurance and administrative charges for the years ended December 31, 2001, 2000, and 1999 were $42,185,259, $30,552,382, and $20,649,015, respectively. Dividends made by the Funds are reinvested in the Funds.

Product Name   			195

Security Life Separate Account L1

Notes to Financial Statements (continued)

4. Investments (continued)

For the year ended December 31, 2001, the cost of purchases (plus reinvested dividends) and sales of investments are as follows:

Fund	Beginning of Year	Purchases	Sales	End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	$  14,317,177	$  16,032,595	$    (8,123,234)	$  22,226,538
Growth	23,675,702	13,235,073	(19,037,677)	17,873,098
Partners	26,760,069	36,952,816	(32,848,817)	30,864,068
Fred Alger Management, Inc.:
American Small Capitalization	29,017,464	8,297,454	(10,700,161)	26,614,757
American MidCap Growth	32,585,413	64,242,356	(54,197,808)	42,629,961
American Growth	57,519,366	20,336,843	(10,835,418)	67,020,791
American Leveraged AllCap	30,403,675	42,943,940	(50,121,218)	23,226,397
Fidelity Management & Research Co.:
Asset Manager	16,794,005	14,332,044	(10,475,832)	20,650,217
Asset Manager SC	-	322,411	(16,181)	306,230
Growth	76,947,214	39,615,539	(46,633,643)	69,929,110
Growth SC	-	287,237	(89,156)	198,081
Overseas	47,778,416	46,281,254	(53,978,530)	40,081,140
Overseas SC	-	167,184	(7,553)	159,631
Money Market	62,301,092	192,352,515	(159,578,401)	95,075,206
Index 500	171,986,004	65,277,579	(19,047,917)	218,215,666
INVESCO Funds Group, Inc.:
Total Return	13,758,395	6,344,012	(3,015,012)	17,087,395
Equity Income	20,783,337	16,814,165	(6,420,880)	31,176,622
High Yield	11,975,324	6,514,465	(4,278,473)	14,211,316
Utilities	7,691,761	5,505,966	(2,273,953)	10,923,774
Small Company Growth	14,096,290	8,908,835	(5,540,403)	17,464,722
Van Eck Associates Corporation:
Worldwide Hard Assets	2,041,764	1,423,526	(1,616,549)	1,848,741
Worldwide Bond	913,802	1,357,384	(996,529)	1,274,657
Worldwide Emerging Markets	6,215,858	2,432,742	(3,556,064)	5,092,536
Worldwide Real Estate	1,192,797	2,513,282	(1,001,214)	2,704,865
AIM Advisors, Inc.:
Capital Appreciation	51,815,173	12,645,062	(47,723,642)	16,736,593
Government Securities	16,599,323	59,154,458	(50,443,395)	25,310,386
Directed Services, Inc. (GCG):
Equity Income	-	9,309	(2,710)	6,599
Growth	1,401	15,498	(13,340)	3,559
Hard Assets	-	-	-	-
Limited Maturity Bond	922,084	56,179,956	(422,776)	56,679,264
Liquid Asset	1,991,502	20,343,574	(14,503,017)	7,832,059
MidCap Growth	-	519,237	(75,414)	443,823
Research	-	6,638	(3,364)	3,274
Total Return	11,083	55,089	(10,523)	55,649
Fully Managed	-	4,099,609	(105,180)	3,994,429
Janus Funds:
Growth	258,748	3,804,930	(594,196)	3,469,482
Aggressive Growth	575,061	2,113,468	(539,347)	2,149,182
Worldwide Growth	336,173	4,062,782	(987,267)	3,411,688
International Growth	437,129	6,516,625	(1,470,766)	5,482,988

Product Name   			196

Security Life Separate Account L1

Notes to Financial Statements (continued)

4. Investments (continued)

Fund	Beginning of Year	Purchases	Sales	End of Year
M Fund, Inc.:
Brandes	$           -	$    2,037,956	$         (56,749)	$    1,981,207
Clifton	-	1,236,044	(22,056)	1,213,988
Frontier	-	2,640,008	(1,026,625)	1,613,383
Turner	-	297,108	(7,402)	289,706
ING Pilgrim Investments, LLC:
Growth Opportunities	-	149,725	(4,425)	145,300
MagnaCap	-	225,971	(27,239)	198,732
Mid-Cap Opportunities	-	341,325	(64,789)	276,536
Small Cap Opportunities	-	829,924	(129,098)	700,826
Putnam Investment Management, LLC:
New Opportunities	-	401,002	(43,537)	357,465
Voyager	-	855,651	(12,397)	843,254
Growth and Income	-	3,491,353	(168,430)	3,322,923
Small Cap Value	-	5,926,722	(205,186)	5,721,536
Total	$741,702,602	$796,028,221	$(622,932,132)	$914,798,691

Aggregate proceeds from sales of investments for the year ended December 31, 2001, were $537,462,983.

5. Other Policy Deductions

The Variable Universal Life Policies provide for certain deductions for sales and tax loads from premium payments received from the policyholders and for surrender charges and taxes from amounts paid to policyholders. Such deductions are taken before the purchase of divisional units or after the redemption of divisional units of the Separate Account. Such deductions are not included in the Separate Account financial statements.

6. Policy Loans

The Variable Universal Life Policies allow the policyholders to borrow against their policies by using them as collateral for a loan. At the time of borrowing against the policies, an amount equal to the loan amount is transferred from the Separate Account divisions to a loan division in the Company's General Account to secure the loan. As payments are made on the policy loan, amounts are transferred back from the loan division to the Separate Account divisions. Interest is credited to the balance in the loan division at a fixed rate. The Loan Division is not variable in nature and is not included in the Separate Account financial statements.

Product Name   			197

Security Life Separate Account L1

Notes to Financial Statements (continued)

7. Federal Income Taxes

The Separate Account is not taxed separately because the operations of the Separate Account are part of the total operations of the Company. The Company is taxed as a life insurance company under the Internal Revenue Code. The Separate Account is not taxed as a "Regulated Investment Company" under subchapter "M" of the Internal Revenue Code.

Product Name   			198

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units

The following schedule summarizes the changes in divisional units for the year ended December 31, 2001:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond:
Class A	1,085,190.344	1,045,198.635	(567,147.556)	1,563,241.423
Class B	-	39,896.374	(359.294)	39,537.080
Growth:
Class A	755,032.816	311,758.151	(361,192.503)	705,598.464
Class B	-	11,345.968	(606.281)	10,739.687
Partners:
Class A	1,131,357.503	1,568,221.555	(1,336,548.288)	1,363,030.770
Class B	727.044	23,517.646	(4,143.962)	20,100.728
Fred Alger Management, Inc.:
American Small Capitalization:
Class A	1,351,105.091	577,510.162	(461,821.507)	1,466,793.746
Class B	55,669.122	23,760.919	(9,462.424)	69,967.617
American MidCap Growth:
Class A	1,022,948.192	1,556,445.842	(1,196,019.057)	1,383,374.977
Class B	4,581.526	75,622.900	(18,741.738)	61,462.688
American Growth:
Class A	1,795,058.476	521,744.175	(341,082.820)	1,975,719.831
Class B	11,503.557	88,623.404	(22,531.324)	77,595.637
American Leveraged AllCap:
Class A	602,197.766	1,198,050.602	(1,116,960.389)	683,287.979
Class B	-	19,058.289	(6,050.840)	13,007.449
Fidelity Management & Research Co.:
Asset Manager:
Class A	878,584.296	797,077.552	(506,252.369)	1,169,409.479
Class B	-	-	-	-
Asset Manager SC:
Class A	-	-	-	-
Class B	-	33,326,844	(1,617.003)	31,709.841
Growth:
Class A	2,222,867.138	1,366,077.784	(1,224,747.547)	2,364,197.375
Class B	40,727.108	52,498.684	(13,693.893)	79,531.899
Growth SC:
Class A	-	-	-	-
Class B	-	34,313.597	(9,911.676)	24,401.921
Overseas:
Class A	2,586,286.303	2,177,085.766	(2,121,386.326)	2,641,985.743
Class B	83,750.568	1,146,564.856	(1,097,502.418)	132,813.006
Overseas SC:
Class A	-	-	-	-
Class B	-	20,601.104	(820.154)	19,780.950
Money Market:
Class A	4,689,569.461	13,960,590.422	(11,728,889.223)	6,921,270.660
Class B	-	-	-	-
Index 500:
Class A	6,025,479.633	2,088,847.553	(640,685.026)	7,473,642.160
Class B	704,951.502	1,144,484.205	(468,821.820)	1,380,613.887

Product Name   			199

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
INVESCO Funds Group, Inc.:
Total Return:
Class A	698,007.347	369,494.546	(143,489.958)	924,011.935
Class B	-	10,927.328	(717.750)	10,209.578
Equity Income:
Class A	782,880.410	631,606.668	(263,303.863)	1,151,183.215
Class B	23,197.396	71,926.115	(7,887.735)	87,235.776
High Yield:
Class A	680,080.798	355,220.262	(235,412.128)	799,888.932
Class B	2,293.135	32,831.757	(3,085.422)	32,039.470
Utilities:
Class A	341,947.485	276,491.273	(108,705.909)	509,732.849
Class B	-	18,077.726	(2,310.190)	15,767.536
Small Company Growth:
Class A	658,499.168	587,799.602	(242,868.178)	1,003,430.592
Class B	2,459.473	30,120.748	(3,154.822)	29,425.399
Van Eck Associates Corporation:
Worldwide Hard Assets:
Class A	214,971.664	134,747.414	(169,156.819)	180,562.259
Class B	-	2,106.991	(2,073.654)	33.337
Worldwide Bond:
Class A	91,236.724	130,440.835	(95,280.789)	126,396.770
Class B	42.100	1,117.318	(64.089)	1,095.329
Worldwide Emerging Markets:
Class A	543,314.421	312,104.213	(303,529.272)	551,889.362
Class B	36,043.266	6,974.541	(6,873.296)	36,144.511
Worldwide Real Estate:
Class A	131,207.896	245,639.719	(108,349.895)	268,497.720
Class B	395.373	2,455.453	(438.100)	2,412.726
AIM Advisors, Inc.:
Capital Appreciation:
Class A	647,483.811	669,232.630	(226,860.447)	1,089,855.994
Class B	3,435,424.363	388,220.093	(3,739,734.644)	83,909.812
Government Securities:
Class A	1,022,213.843	1,260,915.549	(161,413.134)	2,121,716.258
Class B	469,535.280	3,886,873.106	(4,321,807.397)	34,600.989

Product Name   			200

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Directed Services, Inc. (GCG):
Equity Income:
Class A	-	-	-	-
Class B	-	854.189	(254.649)	599.540
Growth:
Class A	-	-	-	-
Class B	103.679	1,795.458	(1,454.408)	444.729
Hard Assets:
Class A	-	-	-	-
Class B	-	-	-	-
Limited Maturity Bond:
Class A	-	-	-	-
Class B	80,478.798	4,566,682.226	(36,766.122)	4,610,394.902
Liquid Asset:
Class A	-	-	-	-
Class B	183,932.621	1,825,152.883	(1,312,595.378)	696,490.126
MidCap Growth:
Class A	-	49,121.910	(5,893.817)	43,228.093
Class B	-	4,280.346	(669.297)	3,611.049
Research:
Class A	-	-	-	-
Class B	-	695.207	(330.915)	364.292
Total Return:
Class A	-	-	-	-
Class B	908.365	4,516.482	(858.859)	4,565.988
Fully Managed:
Class A	-	364,090.050	(8,568.178)	355,521.872
Class B	-	13,951.015	(908.204)	13,042.811
Janus Aspen Series Funds:
Growth:
Class A	29,430.276	501,373.539	(65,944.938)	464,858.877
Class B	-	38,268.403	(1,543.184)	36,725.219
Aggressive Growth:
Class A	53,752.789	423,956.081	(63,360.054)	414,348.816
Class B	22,786.649	24,389.033	(9,917.571)	37,258.111
Worldwide Growth:
Class A	19,710.545	529,913.890	(106,123.101)	443,501.334
Class B	17,011.166	32,317.343	(8,725.744)	40,602.765
International Growth:
Class A	42,106.076	873,051.635	(172,736.551)	742,421.160
Class B	6,269.387	36,401.788	(5,327.353)	37,343.822
M Funds, Inc.:
Brandes:
Class A	-	204,545.454	(5,464.046)	199,081.408
Class B	-	784.937	(7.984)	776.953
Clifton:
Class A	-	122,178.139	(1,972.168)	120,205.971
Class B	-	62.763	(14.276)	48.487
Frontier:
Class A	-	266,555.787	(102,847.448)	163,708.339
Class B	-	577.431	(26.884)	550.547
Turner:
Class A	-	31,628.530	(591.817)	31,036.713
Class B	-	149.469	(27.349)	122.120

Product Name   			201

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
ING Pilgrim Investments, LLC:
Growth Opportunities:
Class A	-	17,239.756	(356.196)	16,883.560
Class B	-	216.814	(121.360)	95.454
MagnaCap:
Class A	-	20,405.686	(2,299.681)	18,106.005
Class B	-	2,912.749	(362.083)	2,550.666
Mid-Cap Opportunities:
Class A	-	36,205.316	(6,619.454)	29,585.862
Class B	-	2,680.580	(195.151)	2,485.429
Small Cap Opportunities:
Class A	-	72,852.493	(8,843.292)	64,009.201
Class B	-	14,975.057	(3,717.243)	11,257.814
Putnam Investment Management, LLC:
New Opportunities:
Class A	-	43,206.982	(4,559.798)	38,647.184
Class B	-	3,398.550	(486.058)	2,912.492
Voyager:
Class A	-	87,155.745	(1,144.534)	86,011.211
Class B	-	3,590.085	(15.143)	3,574.942
Growth and Income:
Class A	-	338,965.181	(8,609.502)	330,355.679
Class B	-	21,861.287	(8,180.208)	13,681.079
Small Cap Value:
Class A	-	543,246.905	(18,289.938)	524,956.967
Class B	-	10,434.457	(389.190)	10,045.267

Product Name   			202

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

The following schedule summarizes the changes in divisional units for the year ended December 31, 2000:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond:
Class A	889,159.604	504,777.566	(308,746.826)	1,085,190.344
Class B	-	-	-	-
Growth:
Class A	434,338.368	585,182.288	(264,487.840)	755,032.816
Class B	-	-	-	-
Partners:
Class A	1,212,133.448	1,779,259.060	(1,860,035.005)	1,131,357.503
Class B	-	776.829	(49.785)	727.044
Fred Alger Management, Inc.:
American Small Capitalization:
Class A	1,055,757.484	2,800,960.511	(2,505,612.904)	1,351,105.091
Class B	-	55,711.543	(42.421)	55,669.122
American MidCap Growth:
Class A	576,738.314	560,214.726	(114,004.848)	1,022,948.192
Class B	-	4,663.845	(82.319)	4,581.526
American Growth:
Class A	1,257,371.637	778,072.130	(240,385.291)	1,795,058.476
Class B	-	11,643.541	(139.984)	11,503.557
American Leveraged AllCap:
Class A	425,281.099	336,729.473	(159,812.806)	602,197.766
Class B	-	-	-	-
Fidelity Management & Research Co.:
Asset Manager:
Class A	722,717.906	310,205.974	(154,339.584)	878,584.296
Class B	-	-	-	-
Growth:
Class A	1,676,236.646	2,952,178.456	(2,405,547.964)	2,222,867.138
Class B	-	40,990.125	(263.017)	40,727.108
Overseas:
Class A	1,716,617.627	1,467,555.053	(597,886.377)	2,586,286.303
Class B	-	83,821.190	(70.622)	83,750.568
Money Market:
Class A	2,763,648.297	18,979,254.070	(17,053,332.906)	4,689,569.461
Class B	-	-	-	-
Index 500:
Class A	4,772,484.597	1,767,429.327	(514,434.291)	6,025,479.633
Class B	-	714,452.306	(9,500.804)	704,951.502

Product Name   			203

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
INVESCO Funds Group, Inc.:
Total Return:
Class A	602,187.614	257,125.735	(161,306.002)	698,007.347
Class B	-	-	-	-
Equity Income:
Class A	621,047.937	283,695.785	(121,863.312)	782,880.410
Class B	-	23,229.266	(31.870)	23,197.396
High Yield:
Class A	536,863.946	285,666.502	(142,449.650)	680,080.798
Class B	-	2,314.001	(20.866)	2,293.135
Utilities:
Class A	189,409.984	190,914.332	(38,376.831)	341,947.485
Class B	-	-	-	-
Small Company Growth:
Class A	212,503.210	609,134.460	(163,138.502)	658,499.168
Class B	-	2,483.692	(24.219)	2,459.473
Van Eck Associates Corporation:
Worldwide Hard Assets:
Class A	236,972.429	53,067.697	(75,068.462)	214,971.664
Class B	-	-	-	-
Worldwide Bond:
Class A	33,114.078	77,355.439	(19,232.793)	91,236.724
Class B	-	51.386	(9.286)	42.100
Worldwide Emerging Markets:
Class A	228,819.195	390,868.355	(76,373.129)	543,314.421
Class B	-	36,097.306	(54.040)	36,043.266
Worldwide Real Estate:
Class A	64,967.173	103,195.970	(36,955.247)	131,207.896
Class B	-	439.384	(44.011)	395.373
AIM Advisors, Inc.:
Capital Appreciation:
Class A	323,846.032	377,520.848	(53,883.069)	647,483.811
Class B	-	3,435,588.521	(164.158)	3,435,424.363
Government Securities:
Class A	715,905.149	682,457.548	(376,148.854)	1,022,213.843
Class B	-	469,546.296	(11.016)	469,535.280

Product Name   			204

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Directed Services, Inc. (GCG):
Equity Income:
Class A	-	-	-	-
Class B	-	-	-	-
Growth:
Class A	-	-	-	-
Class B	-	103.679	-	103.679
Hard Assets:
Class A	-	-	-	-
Class B	-	-	-	-
Limited Maturity Bond:
Class A	-	-	-	-
Class B	-	80,478.798	-	80,478.798
Liquid Asset:
Class A	-	-	-	-
Class B	-	5,018,488.796	(4,834,556.175)	183,932.621
MidCap Growth:
Class A	-	-	-	-
Class B	-	-	-	-
Research:
Class A	-	-	-	-
Class B	-	-	-	-
Total Return:
Class A	-	-	-	-
Class B	-	908.365	-	908.365
Janus Aspen Series Funds:
Growth:
Class A	-	37,656.545	(8,226.269)	29,430.276
Class B	-	-	-	-
Aggressive Growth:
Class A	-	53,792.856	(40.067)	53,752.789
Class B	-	22,786.649	-	22,786.649
Worldwide Growth:
Class A	-	33,160.748	(13,450.203)	19,710.545
Class B	-	17,011.166	-	17,011.166
International Growth:
Class A	-	43,058.359	(952.283)	42,106.076
Class B	-	6,269.387	-	6,269.387

Product Name   			205

Security Life Separate Account L1

Notes to Financial Statements (continued)

8. Summary of Changes in Units (continued)

The following schedule summarizes the changes in divisional units for the year ended December 31, 1999:

Division	Outstanding at Beginning of Year	Increase for Payments Received	(Decrease) for Withdrawals and Other Deductions	Outstanding at End of Year
Neuberger Berman Management Inc.:
Limited Maturity Bond	1,245,559.121	421,349.898	(777,749.415)	889,159.604
Growth	447,486.376	233,319.969	(246,467.977)	434,338.368
Partners	986,298.018	385,667.451	(159,832.021)	1,212,133.448
Fred Alger Management, Inc.:
American Small Capitalization	838,692.418	603,898.891	(386,833.825)	1,055,757.484
American MidCap Growth	402,532.472	225,361.191	(51,155.349)	576,738.314
American Growth	923,696.066	585,374.403	(251,698.832)	1,257,371.637
American Leveraged AllCap	221,642.446	410,084.371	(206,445.718)	425,281.099
Fidelity Management & Research Co.:
Asset Manager	600,255.213	393,745.577	(271,282.884)	722,717.906
Growth	1,293,480.338	2,233,512.279	(1,850,755.971)	1,676,236.646
Overseas	1,429,659.907	963,512.218	(676,554.498)	1,716,617.627
Money Market	1,526,404.399	9,068,762.545	(7,831,518.647)	2,763,648.297
Index 500	3,215,990.519	1,840,375.191	(283,881.113)	4,772,484.597
INVESCO Funds Group, Inc.:
Total Return	450,557.216	300,554.107	(148,923.709)	602,187.614
Equity Income	473,616.752	252,971.948	(105,540.763)	621,047.937
High Yield	486,858.648	226,071.484	(176,066.186)	536,863.946
Utilities	110,379.616	140,069.045	(61,038.677)	189,409.984
Small Company Growth	67,506.441	210,114.805	(65,118.036)	212,503.210
Van Eck Associates Corporation:
Worldwide Hard Assets	132,513.824	246,466.322	(142,007.717)	236,972.429
Worldwide Bond	18,656.317	43,237.412	(28,779.651)	33,114.078
Worldwide Emerging Markets	67,354.295	582,654.548	(421,189.648)	228,819.195
Worldwide Real Estate	8,765.232	67,514.147	(11,312.206)	64,967.173
AIM Advisors, Inc.:
Capital Appreciation	105,457.867	263,795.629	(45,407.464)	323,846.032
Government Securities	246,150.062	723,064.769	(253,309.682)	715,905.149

Product Name   			206

Security Life Separate Account L1

Notes to Financial Statements (continued)

9. Financial Highlights

	At December 31,			For the Year Ended December 31,
Division	Units (000s)	Unit Fair Value Lowest to Highest	Net Assets (000s)	Investment Income Ratio	Expense Ratio Lowest to Highest	Total Return Lowest to Highest
Neuberger Berman Management Inc.:
Limited Maturity Bond
2001	1,603	$10.58 to	$22,975	5.37%	0% to	8.01%
		$14.43			.75%
2000	*	$13.36	*	*	*	*
Growth
2001	716	$8.50 to	$13,020	50.01%	0% to	(30.66)%
		$18.32			.75%
2000	*	$26.42	*	*	*	*
Partners
2001	1,383	$9.69 to	$32,191	4.12%	0% to	(3.61)% to
		$23.47			.75%	(2.81)%
2000	*	$9.97 to	*	*	*	*
		$24.35
Fred Alger Management, Inc:
American Small Capitalization
2001	1,537	$6.80 to	$19,928	.05%	0% to	(30.10)% to
		$13.26			.75%	(29.53)%
2000	*	$9.65 to	*	*	*	*
		$18.97
American MidCap Growth
2001	1,445	$12.57 to	$42,563	46.27%	0% to	(7.02)% to
		$30.21			.75%	(6.40)%
2000	*	$13.43 to	*	*	*	*
		$32.49
American Growth
2001	2,053	$8.98 to	$48,752	12.91%	0% to	(12.74)% to
		$24.32			.75%	(11.61)%
2000	*	$10.16 to	*	*	*	*
		$27.87
American Leveraged AllCap
2001	696	$9.45 to	$23,276	3.72%	0% to	(16.30)%
		$33.88			.75%
2000	*	$40.48	*	*	*	*
Fidelity Management & Research Co.:
Asset Manager
2001	1,201	$16.97	$20,156	4.74%	.75%	(5.35)%
2000	*	$17.93	*	*	*	*
Asset Manager SC
2001	32	$9.90	$314	-	0%	-
2000	*	*	*	*	*	*

Product Name   			207

Security Life Separate Account L1

Notes to Financial Statements (continued)

9. Financial Highlights (continued)

	At December 31,			For the Year Ended December 31,
Division	Units (000s)	Unit Fair Value Lowest to Highest	Net Assets (000s)	Investment Income Ratio	Expense Ratio Lowest to Highest	Total Return Lowest to Highest
Growth
2001	2,444	$8.93 to	$39,751	7.38%	0% to	(18.45)% to
		24.97			.75%	(17.62)%
2000	*	$10.84 to	*	*	*	*
		$30.62
Growth SC
2001	24	$8.58	$209	-	0%	-
2000	*	*	*	*	*	*
Overseas
2001	2,775	$8.18 to	$35,065	13.45%	0% to	(21.63)% to
		$12.86			.75%	(21.19)%
2000	*	$10.38 to	*	*	*	*
		$16.41
Overseas SC
2001	19	$7.63	$151	-	0%	-
2000	*	*	*	*	*	*
Money Market
2001	6,921	$13.70	$94,833	3.88%	.75%	3.63%
2000	*	$13.22	*	*	*	*
Index 500
2001	8,854	$8.85 to	$200,404	1.05%	0% to	(12.72)% to
		$25.18			.75%	(12.12%)
2000	*	$10.07 to	*	*	*	*
		$28.85
INVESCO Funds Group, Inc:
Total Return
2001	934	$9.97 to	$15,247	2.57%	0% to	(2.15)%
		$16.39			.75%
2000	*	$16.75	*	*	*	*
Equity Income
2001	1,238	$9.82 to	$29,102	1.59%	0% to	(9.75)% to
		$24.54			.75%	(8.99)%
2000	*	$10.79 to	*	*	*	*
		$27.19
High Yield
2001	832	$7.72 to	$10,708	10.78%	0% to	(15.06)% to
		$13.08			.75%	(14.88)%
2000	*	$9.07 to	*	*	*	*
		$15.40
Utilities
2001	526	$7.05 to	$7,928	1.02%	0% to	(32.91)%
		$15.33			.75%
2000	*	$22.85	*	*	*	*

Product Name   			208

Security Life Separate Account L1

Notes to Financial Statements (continued)

9. Financial Highlights (continued)

	At December 31,			For the Year Ended December 31,
Division	Units (000s)	Unit Fair Value Lowest to Highest	Net Assets (000s)	Investment Income Ratio	Expense Ratio Lowest to Highest	Total Return Lowest to Highest
Small Company Growth
2001	1,033	$10.77 to	$14,861	-	0% to	(19.32)% to
		$14.49			.75%	(18.53)%
2000	*	$13.22 to	*	*	*	*
		$17.96
Van Eck Associates Corporation:
Worldwide Hard Assets
2001	181	$8.91 to	$1,727	1.15%	0% to	(11.06)%
		$9.57			.75%
2000	*	$10.76	*	*	*	*
Worldwide Bond
2001	127	$9.52 to	$1,225	3.92%	0% to	(5.78)% to
		$9.61			.75%	(4.99)%
2000	*	$10.02 to	*	*	*	*
		$10.20
Worldwide Emerging Markets
2001	588	$7.65 to	$4,516	-	0% to	(2.55)% to
		$8.12			.75%	(1.81)%
2000	*	$7.85 to	*	*	*	*
		$8.27
Worldwide Real Estate
2001	271	$10.42 to	$2,826	1.98%	0% to	4.51% to
		$11.55			.75%	5.29%
2000	*	$9.97 to	*	*	*	*
		$10.97
AIM Advisors, Inc.:
Capital Appreciation
2001	1,174	$9.30 to	$12,831	7.26%	0% to	(23.83) to
		$11.06			.75%	(23.27)%
2000	*	$12.12 to	*	*	*	*
		$14.52
Government Securities
2001	2,156	$11.81 to	$25,665	1.35%	0% to	5.40% to
		$11.90			.75%	6.11%
2000	*	$11.13 to	*	*	*	*
		$11.29
Directed Services, Inc. (GCG):
Equity Income
2001	1	$10.76	$6	8.25%	0%	-
2000	*	*	*	*	*	*
Growth
2001	-	$8.29	$4	-	0%	(30.28)%
2000	*	$11.89	*	*	*	*

Product Name   			209

Security Life Separate Account L1

Notes to Financial Statements (continued)

9. Financial Highlights (continued)

	At December 31,			For the Year Ended December 31,
Division	Units (000s)	Unit Fair Value Lowest to Highest	Net Assets (000s)	Investment Income Ratio	Expense Ratio Lowest to Highest	Total Return Lowest to Highest
Hard Assets
2001	-	-	-	-	-	-
2000	*	*	*	*	*	*
Limited Maturity Bond
2001	4,610	$11.86	$54,671	16.29%	0%	8.91%
2000	*	$10.89	*	*	*	*
Liquid Assets
2001	696	$11.25	$7,832	3.74%	0%	3.88%
2000	*	$10.83	*	*	*	*
MidCap Growth
2001	46	$9.68 to	$465	1.85%	0% to	-
		$13.04			.75%
2000	*	*	*	*	*	*
Research
2001	-	$8.78	$3	4.55%	0%	-
2000	*	*	*	*	*	*
Total Return
2001	5	$11.65	$53	13.37%	0%	0.430%
2000	*	$11.60	*	*	*	*
Fully Managed
2001	369	$10.60 to	$3,909	9.39%	0% to	-
		$10.66			.75%
2000	*	*	*	*	*	*
Janus Aspen Series Funds:
Growth
2001	501	$6.17 to	$3,099	0.24%	0% to	(25.48)%
		$6.23			.75%
2000	*	$8.28	*	*	*	*
Aggressive Growth
2001	452	$4.11 to	$1,858	-	0% to	(40.00)% to
		$4.15			.75%	(39.50)%
2000	*	$6.85 to	*	*	*	*
		$6.86
Worldwide Growth
2001	484	$6.68 to	$3,235	0.37%	0% to	(23.13)% to
		$6.74			.75%	(22.62)%
2000	*	$8.69 to	*	*	*	*
		$8.71

Product Name   			210

Security Life Separate Account L1

Notes to Financial Statements (continued)

9. Financial Highlights (continued)

	At December 31,			For the Year Ended December 31,
Division	Units (000s)	Unit Fair Value Lowest to Highest	Net Assets (000s)	Investment Income Ratio	Expense Ratio Lowest to Highest	Total Return Lowest to Highest
International Growth
2001	780	$6.59 to	$5,140	0.87%	0% to	(24.17)% to
		$6.67			.75%	(23.42)%
2000	*	$8.69 to	*	*	*	*
		$8.71
M Fund, Inc.:
Brandes International Equity
2001	200	$9.48 to	$1,895	13.21%	0% to	-
		$9.54			.75%
2000	*	*	*	*	*	*
Clifton Enhanced US Equity
2001	120	$9.93 to	$1,194	11.25%	0% to	-
		$9.98			.75%
2000	*	*	*	*	*	*
Frontier Capital Appreciation
2001	164	$10.51 to	$1,727	0.03%	0% to	-
		$10.57			.75%
2000	*	*	*	*	*	*
Turner Core Growth
2001	31	$9.49 to	$296	0.26%	0% to	-
		$9.55			.75%
2000	*	*	*	*	*	*
ING Pilgrim Investment, LLC:
Growth Opportunities
2001	17	$8.64 to	$147	-	0% to	-
		$8.68			.75%
2000	*	*	*	*	*	*
MagnaCap
2001	21	$9.76 to	$202	1.09%	0% to	-
		$9.80			.75%
2000	*	*	*	*	*	*
Mid-Cap Opportunities
2001	32	$9.18 to	$294	-	0% to	-
		$9.18			.75%
2000	*	*	*	*	*	*
Small Cap Opportunities
2001	75	$9.69 to	$730	0.17%	0% to	-
		$9.74			.75%
2000	*	*	*	*	*	*

Product Name   			211

Security Life Separate Account L1

Notes to Financial Statements (continued)

9. Financial Highlights (continued)

	At December 31,			For the Year Ended December 31,
Division	Units (000s)	Unit Fair Value Lowest to Highest	Net Assets (000s)	Investment Income Ratio	Expense Ratio Lowest to Highest	Total Return Lowest to Highest
Putnam Investment Management, LLC:
New Opportunities
2001	42	$9.56 to	$397	-	0% to	-
		$9.61			.75%
2000	*	*	*	*	*	*
Voyager
2001	90	$9.51 to	$852	-	0% to	-
		$9.57			.75%
2000	*	*	*	*	*	*
Growth and Income
2001	344	$9.83 to	$3,383	-	0% to	-
		$9.89			.75%
2000	*	*	*	*	*	*
Small Cap Value
2001	535	$11.57 to	$6,191	-	0% to	-
		$11.66			.75%
2000	*	*	*	*	*	*

* Not applicable</R>

Product Name   			212

APPENDIX A

Factors for the
Cash Value Accumulation Test
For a Life Insurance Policy

Attained Age	Male	Female	Unisex	Attained Age	Male	Female	Unisex	Attained Age	Male	Female	Unisex
0	11.727	14.234	12.149
1	11.785	14.209	12.194	34	4.188	4.902	4.314	67	1.617	1.815	1.657
2	11.458	13.815	11.857	35	4.052	4.742	4.173	68	1.583	1.769	1.620
3	11.128	13.417	11.515	36	3.920	4.586	4.037	69	1.550	1.724	1.585
4	10.803	13.023	11.178	37	3.793	4.437	3.906	70	1.518	1.681	1.552
5	10.481	12.635	10.845	38	3.670	4.293	3.780	71	1.488	1.639	1.520
6	10.161	12.253	10.514	39	3.553	4.154	3.658	72	1.459	1.599	1.489
7	9.844	11.875	10.187	40	3.439	4.021	3.541	73	1.432	1.560	1.460
8	9.530	11.505	9.863	41	3.330	3.894	3.429	74	1.406	1.524	1.433
9	9.221	11.141	9.545	42	3.226	3.771	3.322	75	1.382	1.490	1.407
10	8.918	10.784	9.233	43	3.125	3.654	3.218	76	1.359	1.457	1.383
11	8.623	10.436	8.928	44	3.028	3.541	3.119	77	1.338	1.427	1.360
12	8.338	10.098	8.634	45	2.936	3.432	3.023	78	1.318	1.398	1.338
13	8.066	9.771	8.353	46	2.846	3.328	2.931	79	1.299	1.371	1.318
14	7.808	9.455	8.085	47	2.761	3.227	2.843	80	1.281	1.345	1.298
15	7.564	9.150	7.831	48	2.678	3.129	2.758	81	1.264	1.321	1.280
16	7.335	8.857	7.592	49	2.599	3.035	2.676	82	1.248	1.298	1.262
17	7.118	8.575	7.364	50	2.522	2.945	2.597	83	1.233	1.277	1.245
18	6.911	8.302	7.148	51	2.449	2.858	2.522	84	1.218	1.257	1.230
19	6.713	8.038	6.939	52	2.378	2.774	2.449	85	1.205	1.238	1.215
20	6.521	7.782	6.737	53	2.311	2.693	2.379	86	1.193	1.221	1.202
21	6.334	7.534	6.540	54	2.246	2.615	2.312	87	1.181	1.205	1.189
22	6.150	7.293	6.347	55	2.184	2.540	2.248	88	1.171	1.190	1.177
23	5.969	7.059	6.158	56	2.125	2.468	2.187	89	1.160	1.176	1.166
24	5.791	6.831	5.971	57	2.068	2.398	2.128	90	1.151	1.163	1.155
25	5.615	6.611	5.788	58	2.014	2.330	2.071	91	1.141	1.150	1.144
26	5.441	6.396	5.608	59	1.962	2.265	2.017	92	1.131	1.137	1.133
27	5.271	6.188	5.431	60	1.912	2.201	1.965	93	1.120	1.125	1.122
28	5.104	5.986	5.258	61	1.864	2.139	1.915	94	1.109	1.112	1.110
29	4.940	5.791	5.089	62	1.818	2.079	1.867	95	1.097	1.098	1.097
30	4.781	5.601	4.925	63	1.774	2.022	1.821	96	1.083	1.084	1.084
31	4.626	5.418	4.765	64	1.732	1.967	1.777	97	1.069	1.069	1.069
32	4.476	5.241	4.610	65	1.692	1.914	1.735	98	1.054	1.054	1.054
33	4.330	5.069	4.459	66	1.654	1.863	1.695	99	1.040	1.040	1.040
								100	1.000	1.000	1.000

FirstLine/FirstLine II   			213

APPENDIX B

Factors for the
Guideline Premium/Cash Value Corridor Test
For a Life Insurance Policy

Attained Age	Factor	Attained Age	Factor	Attained Age	Factor	Attained Age	Factor
0	2.50	25	2.50	50	1.85	75	1.05
1	2.50	26	2.50	51	1.78	76	1.05
2	2.50	27	2.50	52	1.71	77	1.05
3	2.50	28	2.50	53	1.64	78	1.05
4	2.50	29	2.50	54	1.57	79	1.05
5	2.50	30	2.50	55	1.50	80	1.05
6	2.50	31	2.50	56	1.46	81	1.05
7	2.50	32	2.50	57	1.42	82	1.05
8	2.50	33	2.50	58	1.38	83	1.05
9	2.50	34	2.50	59	1.34	84	1.05
10	2.50	35	2.50	60	1.30	85	1.05
11	2.50	36	2.50	61	1.28	86	1.05
12	2.50	37	2.50	62	1.26	87	1.05
13	2.50	38	2.50	63	1.24	88	1.05
14	2.50	39	2.50	64	1.22	89	1.05
15	2.50	40	2.50	65	1.20	90	1.05
16	2.50	41	2.43	66	1.19	91	1.04
17	2.50	42	2.36	67	1.18	92	1.03
18	2.50	43	2.29	68	1.17	93	1.02
19	2.50	44	2.22	69	1.16	94	1.01
20	2.50	45	2.15	70	1.15	95	1.00
21	2.50	46	2.09	71	1.13	96	1.00
22	2.50	47	2.03	72	1.11	97	1.00
23	2.50	48	1.97	73	1.09	98	1.00
24	2.50	49	1.91	74	1.07	99	1.00
						100	1.00

THE POLICY'S BASE DEATH BENEFIT AT ANY TIME WILL BE AT LEAST EQUAL TO THE ACCOUNT VALUE TIMES THE APPROPRIATE FACTOR FROM THIS TABLE.

FirstLine/FirstLine II   			214

APPENDIX C

Performance Information

<R>The following hypothetical illustrations demonstrate how the actual investment experience of each variable investment option of the separate account affects the cash surrender value, account value and death benefit of a policy. These hypothetical illustrations are based on the actual historical return of each portfolio as if a policy had been issued on the date indicated. Each portfolio's annual total return is based on the total return calculated for each fiscal year. These annual total return figures reflect the net portfolio's management fees after any voluntary waiver and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions, which if reflected, would result in lower total return figures than those shown.

The illustrations are based on the payment of a $3,750 annual premium, received at the beginning of each year, for a hypothetical policy with a $200,000 stated death benefit, the cash value accumulation test, death benefit option 1, issued to a preferred, tobacco non-user male, age 45. FirstLine illustrations are based on a standard risk class rating while FirstLine II illustrations use a preferred risk class rating. In each case, it is assumed that all premium is allocated to the variable investment option illustrated for the period shown. The benefits are calculated for a specific date. The amount and timing of premium payments and the use of other policy features, such as policy loans, would affect individual policy benefits.

The amounts shown for the cash surrender values, account values and death benefits take into account the charges from premium, current cost of insurance and monthly deductions, the daily charge against the separate account for mortality and expense risks, and each portfolio's charges and expenses. See Charges and Deductions, page 56.

Past performance is no indication of future results. Actual investment results may be more or less than those shown in the hypothetical illustrations.

FirstLine/FirstLine II   			215

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
AIM V.I. Capital Appreciation Fund - Series I
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.50%	1,455	2,943	200,000
12/31/95	35.69%	6,110	7,785	200,000
12/31/96	17.58%	10,328	12,191	200,000
12/31/97	13.51%	14,753	16,803	200,000
12/31/98	19.30%	20,899	23,099	200,000
12/31/99	44.61%	34,978	37,178	200,000
12/31/00	-10.91%	33,031	35,231	200,000
12/31/01	-23.28%	26,865	28,790	200,000
AIM V.I. Government Securities Fund - Series I
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-3.73%	1,259	2,746	200,000
12/31/95	15.56%	4,670	6,345	200,000
12/31/96	2.29%	7,217	9,079	200,000
12/31/97	8.16%	10,587	12,637	200,000
12/31/98	7.73%	14,138	16,338	200,000
12/31/99	-1.32%	16,367	18,567	200,000
12/31/00	10.12%	21,018	23,218	200,000
12/31/01	6.41%	25,428	27,353	200,000
Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	12.38%	1,767	3,255	200,000
12/31/93	22.47%	5,693	7,368	200,000
12/31/94	1.45%	8,173	10,035	200,000
12/31/95	36.37%	15,298	17,348	200,000
12/31/96	13.35%	20,338	22,538	200,000
12/31/97	25.75%	29,362	31,562	200,000
12/31/98	48.07%	48,373	50,573	200,000
12/31/99	33.74%	69,054	70,979	200,000
12/31/00	-14.78%	60,750	62,400	200,000
12/31/01	-11.81%	55,668	57,043	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			216

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			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%	1,757	3,244	200,000
12/31/97	19.68%	5,504	7,179	200,000
12/31/98	57.83%	13,717	15,579	200,000
12/31/99	78.06%	30,590	32,640	200,000
12/31/00	-24.83%	24,062	26,262	200,000
12/31/01	-15.93%	21,873	24,073	200,000
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-1.54%	1,328	2,815	200,000
12/31/95	44.45%	6,456	8,131	200,000
12/31/96	11.90%	10,103	11,965	200,000
12/31/97	15.01%	14,723	16,773	200,000
12/31/98	30.30%	23,033	25,233	200,000
12/31/99	31.85%	34,459	36,659	200,000
12/31/00	9.18%	40,511	42,711	200,000
12/31/01	-6.52%	40,219	42,144	200,000
Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	3.55%	1,488	2,976	200,000
12/31/93	13.28%	4,797	6,472	200,000
12/31/94	-4.38%	6,716	8,579	200,000
12/31/95	44.31%	14,240	16,290	200,000
12/31/96	4.18%	17,379	19,579	200,000
12/31/97	11.39%	22,417	24,617	200,000
12/31/98	15.53%	29,151	31,351	200,000
12/31/99	43.42%	46,740	48,665	200,000
12/31/00	-27.20%	35,398	37,048	200,000
12/31/01	-29.51%	26,317	27,692	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			217

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Fidelity VIP Asset Manager SM Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	11.71%	1,746	3,234	200,000
12/31/93	21.23%	5,589	7,264	200,000
12/31/94	-6.09%	7,297	9,159	200,000
12/31/95	16.96%	11,743	13,793	200,000
12/31/96	14.60%	16,531	18,731	200,000
12/31/97	20.65%	23,482	25,682	200,000
12/31/98	15.05%	30,240	32,440	200,000
12/31/99	11.09%	36,866	38,791	200,000
12/31/00	-3.87%	37,942	39,592	200,000
12/31/01	-4.15%	38,862	40,237	200,000
Fidelity VIP Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	9.32%	1,671	3,158	200,000
12/31/93	19.37%	5,382	7,057	200,000
12/31/94	-0.02%	7,711	9,573	200,000
12/31/95	35.36%	14,542	16,592	200,000
12/31/96	14.71%	19,750	21,950	200,000
12/31/97	23.48%	28,059	30,259	200,000
12/31/98	39.49%	43,601	45,801	200,000
12/31/99	37.44%	64,493	66,418	200,000
12/31/00	-10.96%	59,517	61,167	200,000
12/31/01	-17.67%	50,837	52,212	200,000
Fidelity VIP Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93	9.74%	1,684	3,171	200,000
12/31/94	1.04%	4,254	5,929	200,000
12/31/95	37.19%	9,905	11,767	200,000
12/31/96	22.71%	15,633	17,683	200,000
12/31/97	32.82%	24,736	26,936	200,000
12/31/98	28.31%	35,640	37,840	200,000
12/31/99	20.52%	46,415	48,615	200,000
12/31/00	-9.30%	44,292	46,217	200,000
12/31/01	-12.09%	41,028	42,678	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			218

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Fidelity VIP Money Market Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	3.90%	1,499	2,987	200,000
12/31/93	3.23%	4,201	5,876	200,000
12/31/94	4.25%	6,911	8,774	200,000
12/31/95	5.87%	9,988	12,038	200,000
12/31/96	5.41%	13,147	15,347	200,000
12/31/97	5.51%	16,640	18,840	200,000
12/31/98	5.46%	20,303	22,503	200,000
12/31/99	5.17%	24,354	26,279	200,000
12/31/00	6.30%	28,917	30,567	200,000
12/31/01	4.18%	33,023	34,398	200,000
Fidelity VIP Overseas Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	-10.72%	1,039	2,526	200,000
12/31/93	37.35%	5,641	7,316	200,000
12/31/94	1.72%	8,147	10,010	200,000
12/31/95	9.74%	11,795	13,845	200,000
12/31/96	13.15%	16,346	18,546	200,000
12/31/97	11.56%	21,306	23,506	200,000
12/31/98	12.81%	27,152	29,352	200,000
12/31/99	42.55%	43,601	45,526	200,000
12/31/00	-19.07%	37,048	38,698	200,000
12/31/01	-21.21%	30,922	32,297	200,000
The GCG Trust Fully Managed Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	6.23%	1,573	3,060	200,000
12/31/93	7.59%	4,543	6,218	200,000
12/31/94	-7.27%	6,210	8,072	200,000
12/31/95	20.80%	10,902	12,952	200,000
12/31/96	16.36%	15,850	18,050	200,000
12/31/97	15.27%	21,533	23,733	200,000
12/31/98	5.89%	25,562	27,762	200,000
12/31/99	6.92%	30,406	32,331	200,000
12/31/00	21.97%	40,852	42,502	200,000
12/31/01	9.92%	48,025	49,400	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			219

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
The GCG Trust Mid-Cap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	79.05%	3,894	5,381	200,000
12/31/00	8.18%	7,079	8,754	200,000
12/31/01	-23.62%	6,644	8,506	200,000
ING Partners, Inc. ING UBS Tactical Asset Allocation Portfolio - I Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
ING Partners, Inc. ING Van Kampen Comstock Portfolio - I Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
ING Income Shares ING VP Bond Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	10.94%	1,722	3,209	200,000
12/31/96	1.30%	4,308	5,983	200,000
12/31/97	8.30%	7,386	9,248	200,000
12/31/98	8.14%	10,767	12,817	200,000
12/31/99	-0.74%	12,996	15,196	200,000
12/31/00	9.64%	17,231	19,431	200,000
12/31/01	8.75%	21,660	23,860	200,000
ING Variable Portfolios, Inc. ING VP Index Plus LargeCap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	33.89%	2,450	3,938	200,000
12/31/98	31.60%	7,167	8,842	200,000
12/31/99	24.30%	12,361	14,224	200,000
12/31/00	-9.41%	13,112	15,162	200,000
12/31/01	-13.62%	12,988	15,188	200,000
ING Variable Portfolios, Inc. ING VP Index Plus MidCap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	24.30%	2,145	3,633	200,000
12/31/99	15.81%	5,707	7,382	200,000
12/31/00	19.91%	10,098	11,961	200,000
12/31/01	-1.32%	12,277	14,327	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			220

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
ING Variable Portfolios, Inc. ING VP Index Plus SmallCap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-1.35%	1,334	2,821	200,000
12/31/99	10.79%	4,475	6,150	200,000
12/31/00	9.82%	7,705	9,567	200,000
12/31/01	2.41%	10,391	12,441	200,000
ING Variable Products Trust ING VP Growth Opportunities Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-38.57%	169	1,657	200,000
ING Variable Products Trust ING VP MagnaCap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-10.44%	1,047	2,535	200,000
ING Variable Products Trust ING VP MidCap Opportunities Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-32.92%	345	1,832	200,000
ING Variable Products Trust ING VP SmallCap Opportunities Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	21.39%	2,053	3,541	200,000
12/31/96	13.61%	5,455	7,130	200,000
12/31/97	15.81%	9,383	11,245	200,000
12/31/98	17.30%	14,223	16,273	200,000
12/31/99	141.03%	43,742	45,942	200,000
12/31/00	1.09%	46,671	48,871	200,000
12/31/01	-29.15%	33,993	36,193	200,000
INVESCO VIF-Core Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	29.25%	2,303	3,790	200,000
12/31/96	22.28%	6,333	8,008	200,000
12/31/97	28.17%	11,754	13,617	200,000
12/31/98	15.30%	16,664	18,714	200,000
12/31/99	14.84%	22,205	24,405	200,000
12/31/00	4.87%	25,995	28,195	200,000
12/31/01	-8.97%	25,654	27,854	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			221

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
INVESCO VIF-Health Sciences Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	42.85%	2,736	4,223	200,000
12/31/99	4.86%	5,590	7,265	200,000
12/31/00	30.54%	11,048	12,911	200,000
12/31/01	-12.59%	11,422	13,472	200,000
INVESCO VIF-High Yield Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	19.76%	2,001	3,489	200,000
12/31/96	16.59%	5,592	7,267	200,000
12/31/97	17.33%	9,697	11,559	200,000
12/31/98	1.42%	12,280	14,330	200,000
12/31/99	9.20%	16,210	18,410	200,000
12/31/00	-11.68%	16,197	18,397	200,000
12/31/01	-14.93%	15,491	17,691	200,000
INVESCO VIF-Small Company Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	16.38%	1,894	3,382	200,000
12/31/99	91.06%	10,299	11,974	200,000
12/31/00	-14.98%	10,379	12,242	200,000
12/31/01	-18.54%	9,935	11,985	200,000
INVESCO VIF-Total Return Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	22.79%	2,097	3,585	200,000
12/31/96	12.18%	5,410	7,085	200,000
12/31/97	22.91%	10,046	11,908	200,000
12/31/98	9.56%	13,845	15,895	200,000
12/31/99	-3.40%	15,542	17,742	200,000
12/31/00	-2.17%	17,573	19,773	200,000
12/31/01	-1.47%	19,711	21,911	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			222

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	9.08%	1,663	3,150	200,000
12/31/96	12.76%	4,961	6,636	200,000
12/31/97	23.41%	9,544	11,406	200,000
12/31/98	25.48%	15,591	17,641	200,000
12/31/99	19.13%	21,860	24,060	200,000
12/31/00	5.28%	25,745	27,945	200,000
12/31/01	-32.41%	18,207	20,407	200,000
Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	16.19%	1,888	3,376	200,000
12/31/95	27.28%	6,151	7,826	200,000
12/31/96	7.33%	9,270	11,132	200,000
12/31/97	12.29%	13,383	15,433	200,000
12/31/98	33.33%	21,851	24,051	200,000
12/31/99	1.22%	24,641	26,841	200,000
12/31/00	-31.78%	17,651	19,851	200,000
12/31/01	-39.59%	11,397	13,322	200,000
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.58%	1,458	2,945	200,000
12/31/95	29.92%	5,765	7,440	200,000
12/31/96	17.73%	9,940	11,802	200,000
12/31/97	21.84%	15,547	17,597	200,000
12/31/98	34.71%	25,011	27,211	200,000
12/31/99	42.50%	40,271	42,471	200,000
12/31/00	-14.75%	35,993	38,193	200,000
12/31/01	-24.90%	28,467	30,392	200,000
Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	23.15%	2,109	3,596	200,000
12/31/96	34.07%	6,885	8,560	200,000
12/31/97	17.22%	11,195	13,057	200,000
12/31/98	16.14%	16,156	18,206	200,000
12/31/99	78.93%	35,202	37,402	200,000
12/31/00	-16.14%	31,126	33,326	200,000
12/31/01	-23.43%	25,080	27,280	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			223

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	1.47%	1,423	2,910	200,000
12/31/95	27.25%	5,559	7,234	200,000
12/31/96	28.21%	10,770	12,633	200,000
12/31/97	20.90%	16,408	18,458	200,000
12/31/98	27.13%	24,544	26,744	200,000
12/31/99	62.98%	45,692	47,892	200,000
12/31/00	-15.99%	39,972	42,172	200,000
12/31/01	-22.62%	32,471	34,396	200,000
Neuberger Berman AMT Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	9.54%	1,678	3,165	200,000
12/31/93	6.79%	4,605	6,280	200,000
12/31/94	-4.99%	6,478	8,340	200,000
12/31/95	31.73%	12,467	14,517	200,000
12/31/96	9.14%	16,403	18,603	200,000
12/31/97	29.01%	25,131	27,331	200,000
12/31/98	15.53%	32,277	34,477	200,000
12/31/99	50.40%	53,822	55,747	200,000
12/31/00	-11.66%	49,633	51,283	200,000
12/31/01	-30.36%	35,863	37,238	200,000
Neuberger Berman AMT Limited Maturity Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	5.18%	1,540	3,027	200,000
12/31/93	6.63%	4,449	6,124	200,000
12/31/94	-0.15%	6,770	8,632	200,000
12/31/95	10.94%	10,428	12,478	200,000
12/31/96	4.31%	13,440	15,640	200,000
12/31/97	6.74%	17,177	19,377	200,000
12/31/98	4.39%	20,629	22,829	200,000
12/31/99	1.48%	23,746	25,671	200,000
12/31/00	6.78%	28,410	30,060	200,000
12/31/01	8.78%	34,012	35,387	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			224

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Neuberger Berman AMT Partners Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	36.47%	2,532	4,020	200,000
12/31/96	29.57%	7,130	8,805	200,000
12/31/97	31.25%	13,136	14,998	200,000
12/31/98	4.21%	16,258	18,308	200,000
12/31/99	7.37%	20,152	22,352	200,000
12/31/00	0.70%	22,795	24,995	200,000
12/31/01	-2.83%	24,462	26,662	200,000
Pioneer Mid Cap Value VCT Portfolio - Class I Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	15.03%	1,851	3,339	200,000
12/31/97	24.69%	5,938	7,613	200,000
12/31/98	-4.02%	7,842	9,705	200,000
12/31/99	13.13%	11,892	13,942	200,000
12/31/00	18.00%	17,276	19,476	200,000
12/31/01	6.49%	21,204	23,404	200,000
Pioneer Small Cap Value VCT Portfolio - Class I Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-31.68%	383	1,871	200,000
Putnam VT Growth and Income Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	-1.47%	1,330	2,817	200,000
12/31/00	7.92%	4,302	5,977	200,000
12/31/01	-6.39%	6,066	7,928	200,000
Putnam VT New Opportunities Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	69.10%	3,575	5,062	200,000
12/31/00	-26.20%	3,952	5,627	200,000
12/31/01	-30.14%	3,707	5,570	200,000
Putnam VT Small Cap Value Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/00	24.44%	2,150	3,637	200,000
12/31/01	18.13%	5,868	7,543	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			225

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Putnam VT Voyager Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	58.01%	3,220	4,707	200,000
12/31/00	-16.54%	4,437	6,112	200,000
12/31/01	-22.41%	4,742	6,605	200,000
Van Eck Worldwide Bond Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	-5.25%	1,211	2,698	200,000
12/31/93	7.79%	4,167	5,842	200,000
12/31/94	-1.32%	6,386	8,248	200,000
12/31/95	17.30%	10,719	12,769	200,000
12/31/96	2.53%	13,463	15,663	200,000
12/31/97	2.38%	16,391	18,591	200,000
12/31/98	12.75%	21,610	23,810	200,000
12/31/99	-7.82%	22,255	24,180	200,000
12/31/00	1.88%	25,494	27,144	200,000
12/31/01	-5.11%	26,677	28,052	200,000
Van Eck Worldwide Emerging Markets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	26.82%	2,225	3,713	200,000
12/31/97	-11.61%	3,944	5,619	200,000
12/31/98	-34.15%	3,360	5,222	200,000
12/31/99	100.28%	14,053	16,103	200,000
12/31/00	-41.87%	8,438	10,638	200,000
12/31/01	-1.69%	10,708	12,908	200,000
Van Eck Worldwide Hard Assets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	-4.09%	1,247	2,735	200,000
12/31/93	64.83%	7,531	9,206	200,000
12/31/94	-4.78%	9,273	11,136	200,000
12/31/95	10.99%	13,204	15,254	200,000
12/31/96	18.04%	18,826	21,026	200,000
12/31/97	-1.67%	20,896	23,096	200,000
12/31/98	-30.93%	15,323	17,523	200,000
12/31/99	21.00%	22,372	24,297	200,000
12/31/00	11.41%	28,207	29,857	200,000
12/31/01	-10.45%	27,496	28,871	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			226

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
StandardRisk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Van Eck Worldwide Real Estate Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-11.35%	1,019	2,506	200,000
12/31/99	-2.01%	3,415	5,090	200,000
12/31/00	18.71%	7,263	9,125	200,000
12/31/01	5.34%	10,294	12,344	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			227

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
AIM V.I. Capital Appreciation Fund - Series I
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.50%	1,429	2,917	200,000
12/31/95	35.69%	6,165	7,840	200,000
12/31/96	17.58%	10,582	12,445	200,000
12/31/97	13.51%	15,225	17,275	200,000
12/31/98	19.30%	21,654	23,854	200,000
12/31/99	44.61%	36,208	38,408	200,000
12/31/00	-10.91%	34,169	36,369	200,000
12/31/01	-23.28%	27,723	29,648	200,000
AIM V.I. Government Securities Fund - Series I
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-3.73%	1,234	2,721	200,000
12/31/95	15.56%	4,724	6,399	200,000
12/31/96	2.29%	7,450	9,312	200,000
12/31/97	8.16%	11,021	13,071	200,000
12/31/98	7.73%	14,795	16,995	200,000
12/31/99	-1.32%	17,137	19,337	200,000
12/31/00	10.12%	21,923	24,123	200,000
12/31/01	6.41%	26,374	28,299	200,000
Alger American Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	12.38%	1,740	3,228	200,000
12/31/93	22.47%	5,745	7,420	200,000
12/31/94	1.45%	8,401	10,263	200,000
12/31/95	36.37%	15,814	17,864	200,000
12/31/96	13.35%	21,110	23,310	200,000
12/31/97	25.75%	30,462	32,662	200,000
12/31/98	48.07%	50,056	52,256	200,000
12/31/99	33.74%	71,279	73,204	200,000
12/31/00	-14.78%	62,569	64,219	200,000
12/31/01	-11.81%	57,129	58,504	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			228

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Alger American Leveraged AllCap Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	12.04%	1,730	3,217	200,000
12/31/97	19.68%	5,555	7,230	200,000
12/31/98	57.83%	14,021	15,883	200,000
12/31/99	78.06%	31,355	33,405	200,000
12/31/00	-24.83%	24,778	26,978	200,000
12/31/01	-15.93%	22,580	24,780	200,000
Alger American MidCap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	-1.54%	1,303	2,790	200,000
12/31/95	44.45%	6,512	8,187	200,000
12/31/96	11.90%	10,350	12,213	200,000
12/31/97	15.01%	15,192	17,242	200,000
12/31/98	30.30%	23,846	26,046	200,000
12/31/99	31.85%	35,660	37,860	200,000
12/31/00	9.18%	41,869	44,069	200,000
12/31/01	-6.52%	41,469	43,394	200,000
Alger American Small Capitalization Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	3.55%	1,462	2,950	200,000
12/31/93	13.28%	4,849	6,524	200,000
12/31/94	-4.38%	6,938	8,800	200,000
12/31/95	44.31%	14,773	16,823	200,000
12/31/96	4.18%	18,115	20,315	200,000
12/31/97	11.39%	23,362	25,562	200,000
12/31/98	15.53%	30,298	32,498	200,000
12/31/99	43.42%	48,361	50,286	200,000
12/31/00	-27.20%	36,502	38,152	200,000
12/31/01	-29.51%	26,949	28,324	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			229

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Fidelity VIP Asset Manager SM Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	11.71%	1,719	3,207	200,000
12/31/93	21.23%	5,641	7,316	200,000
12/31/94	-6.09%	7,515	9,377	200,000
12/31/95	16.96%	12,189	14,239	200,000
12/31/96	14.60%	17,234	19,434	200,000
12/31/97	20.65%	24,461	26,661	200,000
12/31/98	15.05%	31,421	33,621	200,000
12/31/99	11.09%	38,158	40,083	200,000
12/31/00	-3.87%	39,094	40,744	200,000
12/31/01	-4.15%	39,801	41,176	200,000
Fidelity VIP Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	9.32%	1,644	3,132	200,000
12/31/93	19.37%	5,434	7,109	200,000
12/31/94	-0.02%	7,937	9,800	200,000
12/31/95	35.36%	15,054	17,104	200,000
12/31/96	14.71%	20,526	22,726	200,000
12/31/97	23.48%	29,146	31,346	200,000
12/31/98	39.49%	45,172	47,372	200,000
12/31/99	37.44%	66,625	68,550	200,000
12/31/00	-10.96%	61,336	62,986	200,000
12/31/01	-17.67%	52,195	53,570	200,000
Fidelity VIP Index 500 Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/93	9.74%	1,657	3,145	200,000
12/31/94	1.04%	4,303	5,978	200,000
12/31/95	37.19%	10,181	12,043	200,000
12/31/96	22.71%	16,163	18,213	200,000
12/31/97	32.82%	25,641	27,841	200,000
12/31/98	28.31%	36,927	39,127	200,000
12/31/99	20.52%	48,013	50,213	200,000
12/31/00	-9.30%	45,721	47,646	200,000
12/31/01	-12.09%	42,201	43,851	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			230

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Fidelity VIP Money Market Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	3.90%	1,473	2,961	200,000
12/31/93	3.23%	4,251	5,926	200,000
12/31/94	4.25%	7,144	9,007	200,000
12/31/95	5.87%	10,416	12,466	200,000
12/31/96	5.41%	13,785	15,985	200,000
12/31/97	5.51%	17,441	19,641	200,000
12/31/98	5.46%	21,204	23,404	200,000
12/31/99	5.17%	25,284	27,209	200,000
12/31/00	6.30%	29,807	31,457	200,000
12/31/01	4.18%	33,772	35,147	200,000
Fidelity VIP Overseas Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	-10.72%	1,015	2,502	200,000
12/31/93	37.35%	5,699	7,374	200,000
12/31/94	1.72%	8,382	10,245	200,000
12/31/95	9.74%	12,236	14,286	200,000
12/31/96	13.15%	17,037	19,237	200,000
12/31/97	11.56%	22,203	24,403	200,000
12/31/98	12.81%	28,220	30,420	200,000
12/31/99	42.55%	45,099	47,024	200,000
12/31/00	-19.07%	38,180	39,830	200,000
12/31/01	-21.21%	31,661	33,036	200,000
The GCG Trust Fully Managed Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	6.23%	1,547	3,034	200,000
12/31/93	7.59%	4,594	6,269	200,000
12/31/94	-7.27%	6,427	8,289	200,000
12/31/95	20.80%	11,359	13,409	200,000
12/31/96	16.36%	16,576	18,776	200,000
12/31/97	15.27%	22,499	24,699	200,000
12/31/98	5.89%	26,639	28,839	200,000
12/31/99	6.92%	31,539	33,464	200,000
12/31/00	21.97%	42,131	43,781	200,000
12/31/01	9.92%	49,258	50,633	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			231

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
The GCG Trust Mid-Cap Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	79.05%	3,859	5,346	200,000
12/31/00	8.18%	7,119	8,794	200,000
12/31/01	-23.62%	6,826	8,688	200,000
ING Partners, Inc. ING UBS Tactical Asset Allocation Portfolio - I Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
ING Partners, Inc. ING Van Kampen Comstock Portfolio - I Class
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
ING Income Shares ING VP Bond Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	10.94%	1,695	3,183	200,000
12/31/96	1.30%	4,358	6,033	200,000
12/31/97	8.30%	7,623	9,486	200,000
12/31/98	8.14%	11,206	13,256	200,000
12/31/99	-0.74%	13,613	15,813	200,000
12/31/00	9.64%	18,036	20,236	200,000
12/31/01	8.75%	22,593	24,793	200,000
ING Variable Portfolios, Inc. ING VP Index Plus Large Cap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	33.89%	2,421	3,908	200,000
12/31/98	31.60%	7,215	8,890	200,000
12/31/99	24.30%	12,615	14,478	200,000
12/31/00	-9.41%	13,504	15,554	200,000
12/31/01	-13.62%	13,493	15,693	200,000
ING Variable Portfolios, Inc. ING VP Index Plus Mid Cap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	24.30%	2,117	3,604	200,000
12/31/99	15.81%	5,756	7,431	200,000
12/31/00	19.91%	10,349	12,211	200,000
12/31/01	-1.32%	12,695	14,745	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			232

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
ING Variable Portfolios, Inc. ING VP Index Plus Small Cap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-1.35%	1,308	2,796	200,000
12/31/99	10.79%	4,528	6,203	200,000
12/31/00	9.82%	7,947	9,810	200,000
12/31/01	2.41%	10,817	12,867	200,000
ING Variable Products Trust ING VP Growth Opportunities Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-38.57%	150	1,637	200,000
ING Variable Products Trust ING VP MagnaCap Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-10.44%	1,024	2,511	200,000
ING Variable Products Trust ING VP MidCap Opportunities Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-32.92%	324	1,812	200,000
ING Variable Products Trust ING VP SmallCap Opportunities Portfolio - Class R Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	21.39%	2,025	3,512	200,000
12/31/96	13.61%	5,505	7,180	200,000
12/31/97	15.81%	9,628	11,491	200,000
12/31/98	17.30%	14,699	16,749	200,000
12/31/99	141.03%	45,166	47,366	200,000
12/31/00	1.09%	48,204	50,404	200,000
12/31/01	-29.15%	35,115	37,315	200,000
INVESCO VIF-Core Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	29.25%	2,274	3,761	200,000
12/31/96	22.28%	6,382	8,057	200,000
12/31/97	28.17%	12,014	13,877	200,000
12/31/98	15.30%	17,147	19,197	200,000
12/31/99	14.84%	22,946	25,146	200,000
12/31/00	4.87%	26,889	29,089	200,000
12/31/01	-8.97%	26,517	28,717	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			233

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
INVESCO VIF-Health Sciences Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	42.85%	2,705	4,192	200,000
12/31/99	4.86%	5,635	7,310	200,000
12/31/00	30.54%	11,308	13,171	200,000
12/31/01	-12.59%	11,810	13,860	200,000
INVESCO VIF-High Yield Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	19.76%	1,973	3,461	200,000
12/31/96	16.59%	5,642	7,317	200,000
12/31/97	17.33%	9,945	11,807	200,000
12/31/98	1.42%	12,706	14,756	200,000
12/31/99	9.20%	16,863	19,063	200,000
12/31/00	-11.68%	16,887	19,087	200,000
12/31/01	-14.93%	16,131	18,331	200,000
INVESCO VIF-Small Company Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	16.38%	1,867	3,354	200,000
12/31/99	91.06%	10,354	12,029	200,000
12/31/00	-14.98%	10,583	12,446	200,000
12/31/01	-18.54%	10,258	12,308	200,000
INVESCO VIF-Total Return Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	22.79%	2,069	3,557	200,000
12/31/96	12.18%	5,459	7,134	200,000
12/31/97	22.91%	10,301	12,163	200,000
12/31/98	9.56%	14,305	16,355	200,000
12/31/99	-3.40%	16,161	18,361	200,000
12/31/00	-2.17%	18,298	20,498	200,000
12/31/01	-1.47%	20,481	22,681	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			234

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
INVESCO VIF-Utilities Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	9.08%	1,636	3,124	200,000
12/31/96	12.76%	5,013	6,688	200,000
12/31/97	23.41%	9,803	11,665	200,000
12/31/98	25.48%	16,110	18,160	200,000
12/31/99	19.13%	22,669	24,869	200,000
12/31/00	5.28%	26,714	28,914	200,000
12/31/01	-32.41%	18,906	21,106	200,000
Janus Aspen Aggressive Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	16.19%	1,861	3,348	200,000
12/31/95	27.28%	6,203	7,878	200,000
12/31/96	7.33%	9,506	11,368	200,000
12/31/97	12.29%	13,832	15,882	200,000
12/31/98	33.33%	22,655	24,855	200,000
12/31/99	1.22%	25,571	27,771	200,000
12/31/00	-31.78%	18,329	20,529	200,000
12/31/01	-39.59%	11,795	13,720	200,000
Janus Aspen Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	2.58%	1,432	2,919	200,000
12/31/95	29.92%	5,819	7,494	200,000
12/31/96	17.73%	10,194	12,056	200,000
12/31/97	21.84%	16,047	18,097	200,000
12/31/98	34.71%	25,888	28,088	200,000
12/31/99	42.50%	41,651	43,851	200,000
12/31/00	-14.75%	37,209	39,409	200,000
12/31/01	-24.90%	29,364	31,289	200,000
Janus Aspen International Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	23.15%	2,081	3,568	200,000
12/31/96	34.07%	6,935	8,610	200,000
12/31/97	17.22%	11,442	13,305	200,000
12/31/98	16.14%	16,628	18,678	200,000
12/31/99	78.93%	36,279	38,479	200,000
12/31/00	-16.14%	32,125	34,325	200,000
12/31/01	-23.43%	25,889	28,089	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			235

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Janus Aspen Worldwide Growth Portfolio Service Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/94	1.47%	1,397	2,885	200,000
12/31/95	27.25%	5,614	7,289	200,000
12/31/96	28.21%	11,039	12,901	200,000
12/31/97	20.90%	16,922	18,972	200,000
12/31/98	27.13%	25,393	27,593	200,000
12/31/99	62.98%	47,214	49,414	200,000
12/31/00	-15.99%	41,288	43,488	200,000
12/31/01	-22.62%	33,473	35,398	200,000
Neuberger Berman AMT Growth Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	9.54%	1,651	3,138	200,000
12/31/93	6.79%	4,656	6,331	200,000
12/31/94	-4.99%	6,697	8,560	200,000
12/31/95	31.73%	12,959	15,009	200,000
12/31/96	9.14%	17,128	19,328	200,000
12/31/97	29.01%	26,201	28,401	200,000
12/31/98	15.53%	33,566	35,766	200,000
12/31/99	50.40%	55,735	57,660	200,000
12/31/00	-11.66%	51,241	52,891	200,000
12/31/01	-30.36%	36,846	38,221	200,000
Neuberger Berman AMT Limited Maturity Bond Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	5.18%	1,514	3,001	200,000
12/31/93	6.63%	4,500	6,175	200,000
12/31/94	-0.15%	6,996	8,859	200,000
12/31/95	10.94%	10,866	12,916	200,000
12/31/96	4.31%	14,082	16,282	200,000
12/31/97	6.74%	17,989	20,189	200,000
12/31/98	4.39%	21,533	23,733	200,000
12/31/99	1.48%	24,646	26,571	200,000
12/31/00	6.78%	29,272	30,922	200,000
12/31/01	8.78%	34,768	36,143	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			236

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Neuberger Berman AMT Partners Portfolio
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/95	36.47%	2,502	3,990	200,000
12/31/96	29.57%	7,178	8,853	200,000
12/31/97	31.25%	13,398	15,260	200,000
12/31/98	4.21%	16,703	18,753	200,000
12/31/99	7.37%	20,812	23,012	200,000
12/31/00	0.70%	23,577	25,777	200,000
12/31/01	-2.83%	25,273	27,473	200,000
Pioneer Mid Cap Value VCT Portfolio - Class I Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	15.03%	1,824	3,312	200,000
12/31/97	24.69%	5,990	7,665	200,000
12/31/98	-4.02%	8,062	9,925	200,000
12/31/99	13.13%	12,328	14,378	200,000
12/31/00	18.00%	17,985	20,185	200,000
12/31/01	6.49%	22,082	24,282	200,000
Pioneer Small Cap Value VCT Portfolio - Class I Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/01	-31.68%	362	1,850	200,000
Putnam VT Growth and Income Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	-1.47%	1,305	2,792	200,000
12/31/00	7.92%	4,355	6,030	200,000
12/31/01	-6.39%	6,285	8,148	200,000
Putnam VT New Opportunities Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	69.10%	3,541	5,028	200,000
12/31/00	-26.20%	3,991	5,666	200,000
12/31/01	-30.14%	3,882	5,745	200,000
Putnam VT Small Cap Value Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/00	24.44%	2,121	3,609	200,000
12/31/01	18.13%	5,917	7,592	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			237

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Putnam VT Voyager Fund - Class IB Shares
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/99	58.01%	3,187	4,675	200,000
12/31/00	-16.54%	4,479	6,154	200,000
12/31/01	-22.41%	4,929	6,792	200,000
Van Eck Worldwide Bond Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	-5.25%	1,186	2,674	200,000
12/31/93	7.79%	4,220	5,895	200,000
12/31/94	-1.32%	6,613	8,476	200,000
12/31/95	17.30%	11,178	13,228	200,000
12/31/96	2.53%	14,117	16,317	200,000
12/31/97	2.38%	17,185	19,385	200,000
12/31/98	12.75%	22,564	24,764	200,000
12/31/99	-7.82%	23,117	25,042	200,000
12/31/00	1.88%	26,276	27,926	200,000
12/31/01	-5.11%	27,245	28,620	200,000
Van Eck Worldwide Emerging Markets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/96	26.82%	2,197	3,684	200,000
12/31/97	-11.61%	3,989	5,664	200,000
12/31/98	-34.15%	3,533	5,396	200,000
12/31/99	100.28%	14,663	16,713	200,000
12/31/00	-41.87%	8,930	11,130	200,000
12/31/01	-1.69%	11,319	13,519	200,000
Van Eck Worldwide Hard Assets Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/92	-4.09%	1,223	2,710	200,000
12/31/93	64.83%	7,591	9,266	200,000
12/31/94	-4.78%	9,498	11,361	200,000
12/31/95	10.99%	13,636	15,686	200,000
12/31/96	18.04%	19,530	21,730	200,000
12/31/97	-1.67%	21,705	23,905	200,000
12/31/98	-30.93%	15,929	18,129	200,000
12/31/99	21.00%	23,087	25,012	200,000
12/31/00	11.41%	28,902	30,552	200,000
12/31/01	-10.45%	27,952	29,327	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

FirstLine/FirstLine II   			238

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS (continued)
Tobacco Non-user Male Age 45			Cash Value Accumulation Test
Preferred Risk Class			Death Benefit Option 1
Stated Death Benefit $200,000			Annual Premium $3,750
Van Eck Worldwide Real Estate Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/98	-11.35%	995	2,483	200,000
12/31/99	-2.01%	3,468	5,143	200,000
12/31/00	18.71%	7,519	9,381	200,000
12/31/01	5.34%	10,744	12,794	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.</R>

FirstLine/FirstLine II   			239

M Funds Supplement
Dated May 1, 2002, to
The Prospectus dated May 1, 2002, for
FIRSTLINE and FIRSTLINE II
VARIABLE UNIVERSAL LIFE
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
issued by
Security Life of Denver Insurance Company
and
Security Life Separate Account L1

This Supplement adds certain information contained in your Prospectus dated May 1, 2002. Please read it carefully and keep it with your Prospectus for future reference.

Investment Portfolios. Five additional investment portfolios are available under your Policy: Brandes International Equity Fund; Business Opportunity Value Fund, Clifton Enhanced U. S. Equity Fund; Frontier Capital Appreciation Fund; and Turner Core Growth Fund. For a more complete description of the portfolios' investments, risks, costs and expenses, please see the accompanying prospectus for each portfolio.

* * * * * * * * * * * * * * * * *

The following information is added to the "Investment Portfolio Annual Expenses" on pages
7 - 8, the "Investment Portfolio Objectives" on pages 15 - 23 and Appendix C, "Hypothetical Illustrations" on pages 216 - 239:

Portfolio	Management Fees	12b-1 Fees	Other Expenses	Total Portfolio Expenses	Fees and Expenses Waived or Reimbursed	Total Net Portfolio Expenses
M Fund, Inc.
Brandes International Equity Fund	0.75%	N/A	0.27%	1.02%	0.01%	1.01%
Business Opportunity Value Fund	0.65%	N/A	0.54%	1.19%	0.29%	0.90%
Clifton Enhanced U. S. Equity Fund	0.38%	N/A	0.40%	0.78%	0.14%	0.64%
Frontier Capital Appreciation Fund	0.90%	N/A	0.25%	1.15%	0.00%	1.15%
Turner Core Growth Fund	0.45%	N/A	0.45%	0.90%	0.20%	0.70%

INVESTMENT PORTFOLIO OBJECTIVES
Variable Investment Option	Investment Company/ Adviser/ Manager/ Sub-Adviser	Investment Objective
Brandes International Equity Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Brandes Investment Partners, LP	Seeks to provide long-term capital appreciation through investing mainly in equity securities of foreign issuers, including common stocks, preferred stocks and securities that are convertible into common stocks.
Business Opportunity Value Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Iridian Asset Management LLC	Seeks to provide long-term capital appreciation through investing primarily in equity securities of U.S. issuers in the large-to-medium-capitalization segments of the U.S. stock market.
Clifton Enhanced U. S. Equity Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: The Clifton Group	Seeks to provide above-market total return through investing in futures contracts on the Standard & Poor's 500 Composite Stock Price Index with the goal of earning a return equal to the Index. Since Futures Contracts do not require cash outlays, all of the Fund's assets are invested in a "cash" portfolio of high quality debt instruments designed to add small incremental return above that of the Index (and to meet margin requirements).
Frontier Capital Appreciation Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Frontier Capital Management Company, LLC	Seeks to provide maximum capital appreciation through investing in common stock of U. S. companies of all sizes with emphasis on stocks of companies with capitalizations that are consistent of those companies found in the Russell 2500.
Turner Core Growth Fund	Investment Company: M Fund, Inc. Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Turner Investment Partners, Inc.	Seeks to provide long-term capital appreciation through investing mainly in common stocks of U.S. companies that show strong earnings growth potential.

Appendix C

FIRSTLINE HYPOTHETICAL ILLUSTRATIONS

M Fund, Inc. Brandes international Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	2.26%	1,447	2,935	200,000
12/31/98	15.37%	4,876	6,551	200,000
12/31/99	47.86%	11,776	13,638	200,000
12/31/00	4.88%	14,956	17,006	200,000
12/31/01	-12.77%	14,745	16,945	200,000
M Fund, Inc. Business Opportunity Value Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
M Fund, Inc. Clifton Enhanced U. S. Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	32.68%	2,412	3,899	200,000
12/31/98	23.69%	6,564	8,239	200,000
12/31/99	26.07%	11,813	13,676	200,000
12/31/00	-9.96%	12,526	14,576	200,000
12/31/01	-13.02%	12,588	14,788	200,000
M Fund, Inc. Frontier Capital Appreciation Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	22.13%	2,077	3,564	200,000
12/31/98	1.68%	4,691	6,366	200,000
12/31/99	44.17%	11,157	13,019	200,000
12/31/00	7.66%	14,754	16,804	200,000
12/31/01	-1.00%	16,891	19,091	200,000
M Fund, Inc. Turner Core Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	28.32%	2,273	3,761	200,000
12/31/98	34.56%	7,138	8,813	200,000
12/31/99	40.11%	14,192	16,054	200,000
12/31/00	-11.15%	14,434	16,484	200,000
12/31/01	-23.60%	12,192	14,392	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

* * * * * * * * * * * * * * * * *

FIRSTLINE II HYPOTHETICAL ILLUSTRATIONS

M Fund, Inc. Brandes international Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	2.26%	1,422	2,909	200,000
12/31/98	15.37%	4,929	6,604	200,000
12/31/99	47.86%	12,069	13,932	200,000
12/31/00	4.88%	15,439	17,489	200,000
12/31/01	-12.77%	15,332	17,532	200,000
M Fund, Inc. Business Opportunity Value Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
	This fund is too new for experience to be shown
M Fund, Inc. Clifton Enhanced U. S. Equity Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	32.68%	2,382	3,870	200,000
12/31/98	23.69%	6,612	8,287	200,000
12/31/99	26.07%	12,070	13,932	200,000
12/31/00	-9.96%	12,919	14,969	200,000
12/31/01	-13.02%	13,098	15,298	200,000
M Fund, Inc. Frontier Capital Appreciation Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	22.13%	2,048	3,536	200,000
12/31/98	1.68%	4,739	6,414	200,000
12/31/99	44.17%	11,439	13,302	200,000
12/31/00	7.66%	15,236	17,286	200,000
12/31/01	-1.00%	17,544	19,744	200,000
M Fund, Inc. Turner Core Growth Fund
Year Ended:	Annual Total Return*	Cash Surrender Value	Account Value	Death Benefit
12/31/97	28.32%	2,244	3,732	200,000
12/31/98	34.56%	7,187	8,862	200,000
12/31/99	40.11%	14,467	16,330	200,000
12/31/00	-11.15%	14,838	16,888	200,000
12/31/01	-23.60%	12,657	14,857	200,000

The assumptions underlying these values are described in Performance Information, page 215.

* These annual total return figures reflect the portfolio's management fees and other operating expenses but do not reflect the policy level or separate account asset-based charges and deductions which, if reflected, would result in lower total return figures than those shown.

* * * * * * * * * * * * * * * * *

PART II

UNDERTAKING TO FILE REPORTS

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 FirstLine and FirstLine II prospectus.
A Supplement
The undertaking to file reports.
The undertaking regarding indemnification.
The undertaking required by Section 26(e)2(A) of the Investment Company Act of 1940, as amended.
The signatures.
Written consents of the following persons:
	Kimberly J. Smith (See Exhibit 2.).
	Lawrence D. Taylor (See Exhibit 6.).
	Ernst & Young LLP (See Exhibit 7.).

The following exhibits:

1.A	(1)	Resolution of the Executive Committee of the Board of Directors of Security Life of Denver Insurance Company ("Security Life of Denver") authorizing the establishment of the Registrant.6
	(2)	Not Applicable.
	(3)	(a)	Security Life of Denver Distribution Agreement. 6
			(i)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.18
			(ii)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.8
			(iii)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.12
			(iv)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.15
			(v)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.
			(vi)	First Amendment to Security Life of Denver Insurance Company Distribution Agreement.
		(b)	Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedule. 5
			(i)	Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Paine Webber Incorporated.1
			(ii)	Compensation Schedule.11
			(iii)	Compensation Schedule K.15
		(c)	Commission Schedule for Policies. 5
		(d)	Specimen Master Sales and Supervisory Agreement with Compensation Schedule.11
	(4)	Not Applicable.
	(5)	(a)	Specimen Variable Universal Life Insurance Policy (Form No. 1195 (VUL)-5/97). 1
			(i)	Specimen Variable Universal Life Policy issued in Massachusetts (Form No. 1195 (VUL)-MA-5/97).1
			(ii)	Specimen Variable Universal Life Policy issued in Maryland. (Form No. 1195 (VUL)-MA-5/97).1
			(iii)	Specimen Variable Universal Life Policy issued in Texas. (Form No. 1195 (VUL)-MA-5/97).1
			(iv)	Specimen Variable Universal Life Insurance Policy (Form No. 2500 (VUL)-7/97).2
			(v)	Specimen Variable Universal Life Insurance Policy (Form No. 2502 (VUL)-6/98).15
		(b)	Adjustable Term Insurance Rider (Form No. R2000-3/96).1
		(c)	Right to Exchange Rider (Form No. R-1504).9
		(d)	Waiver of Cost of Insurance Rider (Form No. R-1505).9
		(e)	Waiver of Specified Premium Total Disability Rider (Form No. R-1506).9
		(f)	Aviation Exclusion Rider (Form No. S-9622).9
		(g)	Additional Insured Rider (Form No. R-2002).9
		(h)	Continuation of Coverage After Age 100 Endorsement.11
	(6)	(a)	Security Life of Denver's Restated Articles of Incorporation.6
		(b-g)	Amendments to Articles of Incorporation through June 12, 1987.6
		(h)	Security Life of Denver's By-Laws.6
			(i)	Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997). 4
		(i)	Amendments to Articles of Incorporation through November 12, 2001.
	(7)	Not Applicable.
	(8)	(a)	(i)	Participation Agreement by and among AIM Variable Insurance Funds, Inc., Life Insurance Company, on Behalf of Itself and its Separate Accounts and Name of Underwriter of Variable Contracts and Policies. 5
			(ii)	Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company.6
			(iii)	Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company.6
			(iv)	Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. 6
			(v)	Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(vi)	Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company.6
			(vii)	Participation Agreement between Van Eck Investment Trust and the Trust's investment adviser, Van Eck Associates Corporation, and Security Life of Denver Insurance Company.6
			(viii)	Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.
			(ix)	Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.15
			(x)	Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Securities, Inc..
			(xi)	Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, Inc.16
			(xii)	Form of Participation Agreement among Security Life of Denver Insurance Company, ING Variable Partners, Inc., Aetna Life Insurance and Annuity Company, and ING Financial Advisers, LLC.
			(xiii)	Form of Participation Agreement among Security Life of Denver Insurance Company, ING Income Shares, Inc., ING Variable Portfolios, Inc. and Aeltus Investment Management, Inc.
			(xiv)	Form of Participation Agreement among Security Life of Denver Insurance Company, Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc.
		(b)	(i)	First Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Investment Trust and Van Eck Associates Corporation. 5
			(ii)	Second Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation.5
			(iii)	Assignment and Modification Agreement between Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, Neuberger & Berman Advisers Management Trust, Advisers Managers Trust and Security Life of Denver Insurance Company. 5
			(iv)	First Amendment to Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company.6
			(v)	First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(vi)	Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(vii)	First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(viii)	Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(ix)	First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.6
			(x)	Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.9
			(xi)	Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.9
			(xii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xiii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xiv)	Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.
			(xv)	Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Investment Funds, Inc. and INVESCO Funds Group, Inc.6
			(xvi)	Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.6
			(xvii)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(xviii)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.6
			(xix)	Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.10
			(xx)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxi)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(xxii)	Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.10
			(xxiii)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.11
			(xxiv)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.14
			(xxv)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.14
			(xxvi)	Addendum to Fund Participation Agreement among Security Life of Denver Insurance Company, Neuberger Berman Advisers Management Trust, Advisers Managers Trust and Neuberger Berman Management Inc.14
			(xxvii)	Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company.14
			(xxviii)	Amendment to Janus Aspen Series Fund Participation Agreement.12
			(xxix)	Amendment No. 5 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.12
			(xxx)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.12
			(xxxi)	Sixth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.
			(xxxii)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.15
			(xxxiii)	Ninth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.15
			(xxxiv)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.15
			(xxxv)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.16
			(xxxvi)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.16
			(xxxvii)	Form of Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.15
			(xxxviii)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.15
			(xxxix)	Second Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.
			(xxxx)	Third Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.
			(xxxxi)	Amendment No. 1 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.
			(xxxxii)	Amendment to Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company.
			(xxxxiii)	Addendum to Alger Sales Agreement.6
			(xxxxiv)	Amendment No. 6 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.17
			(xxxxv)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.17
			(xxxxvi)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.17
			(xxxxvii)	Seventh Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.17
			(xxxxviii)	Amendment to Janus Aspen Series Fund Participation Agreement.17
			(xxxxix)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Securities, Inc.17
			(l)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(li)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
			(lii)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
			(liii)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
		(c)	(i)	Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company.6
			(ii)	Expense Allocation Agreement between A I M Advisors, Inc., AIM Distributors, Inc. and Security Life of Denver.9
				a. Amendment No. 1 to Expense Allocation Agreement between A I M Advisors, Inc., A I M Distributors, Inc. and Security Life of Denver.17
			(iii)	Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company.9
				a. First Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc.
				b. Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc.
			(iv)	Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company.9
			(v)	Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company.
			(vi)	Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver.9
			(vii)	Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company.
			(viii)	Administrative and Shareholder Service Agreement between Directed Services, Inc. and Security Life of Denver Insurance Company.15
			(ix)	Administrative and Shareholder Service Agreement between ING Pilgrim Group, LLC and Security Life of Denver Insurance Company.17
			(x)	Letter of Agreement between Security Life of Denver and Janus Capital Corporation.17
		(d)	Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation.6
		(e)	Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation.6
	(9)	Not Applicable.
	(10)	(a)	Specimen Variable Life Insurance Application (Form No. Q-2006-9/97).2
			(i)	Variable Life Application Insert.7
			(ii)	Binding Limited Life Insurance Coverage Form.9
			(iii)	Automatic Telephone Privileges Sticker.9
			(iv)	Variable Life Application Insert.11
			(v)	Investment Feature Selection Form (Form No. V-153-00 rev.5/1/02).
			(vi)	Investment Feature Selection Form (Form No. V-174-01 rev.5/1/02).
			(vii)	Investment Feature Selection Form (Form No. V-121-00 rev.5/1/01).15
		(b)	Specimen Variable Life Insurance Application (Form No. Q-1155-98).3
		(c)	Specimen Application for Life Insurance Fixed and Variable Products (Form No. 110945).
	(11)	Issuance, Transfer and Redemption Procedures Memorandum.15
2.	Opinion and Consent of Kimberly J. Smith as to securities being registered.
3.	Not Applicable.
4.	Not Applicable.
5.	Not Applicable.
6.	Opinion and Consent of Lawrence D. Taylor.
7.	Consent of Ernst & Young LLP.
8.	Powers of Attorney.19

_______________

1	Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 30, 1997 (File No. 33-88148).
2	To be used on or before May 1, 1998.
3	To be used on or before May 1, 1998, where Exhibit 1.A(10)(a)(i) has not been approved.
4	Incorporated herein by reference to Post-Effective Amendment No. 5 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on October 29, 1997 (File No. 33-74190).
5	Incorporated herein by reference to Post-Effective Amendment No. 6 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on March 2, 1998 (File No. 33-74190).
6	Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 27, 1998 (File No. 33-74190).
7	Incorporated herein by reference to the Post-Effective Amendment No. 10 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 23, 1999 (File No. 33-74190).
8	Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on December 3, 1999 (File No. 333-90577).
9	Incorporated herein by reference to the Post-Effective Amendment No. 11 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 29, 1999 (File No. 33-74190).
10	Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on February 29, 2000 (File No. 333-72753).
11	Incorporated herein by reference to the Post-Effective Amendment No. 12 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on April 25, 2000 (File No. 33-74190).
12	Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on January 30, 2001 (File No. 333-50278).
13	Incorporated herein by reference to the Pre-Effective Amendment No. 2 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on February 2, 2000 (File No. 333-90577).
14	Incorporated herein by reference to the Post-Effective Amendment No. 13 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on October 13, 2000 (File No. 33-74190).
15	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).

¹⁶   Incorporated herein by reference to the Form S-6 Initial Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on November 15, 2001 (File No. 333-73464).

¹⁷   Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on December 19, 2001 (File No. 333-73464).

¹⁸   Incorporated herein by reference to the Pre-Effective Amendment No. 2 to the Form S-6 Initial Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed with the Securities and Exchange Commission on May 10, 1999 (File No. 333-72753).

¹⁹   Incorporated herein by reference to the Post-Effective Amendment No. 1 to the Form S-2 Registration Statement of ING Life Insurance and Annuity Company, as filed with the Securities and Exchange Commission on April 5, 2002 (File No. 333-60016).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Security Life of Denver Insurance Company and the Registrant, Security Life Separate Account L1, certify that they meet all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under Securities Act of 1933 and have duly caused this Post-Effective Amendment No. 15 to the Registration Statement to be signed on their behalf by the undersigned, hereunto duly authorized, and their seal to be hereunto fixed and attested, all in the City and County of Denver and the State of Colorado on the 8th day of April, 2002.

SECURITY LIFE OF DENVER INSURANCE COMPANY
(Depositor)
BY:	/s/ Chris D. Schreier*
	Chris D. Schreier
	President

SECURITY LIFE SEPARATE ACCOUNT L1
(Registrant)
BY:	/s/ Chris D. Schreier*
	Chris D. Schreier
	President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 15 to the Registration Statement has been signed below by the following persons in the capacities with Security Life of Denver Insurance Company and on the date indicated.

/s/ Chris D. Schreier*
Chris D. Schreier
President
/s/ Robert C. Salipante*
Robert C. Salipante
Chief Executive Officer, Director
/s/ Wayne R. Huneke*
Wayne R. Huneke
Chief Financial Officer, Director
/s/ Thomas J. McInerney*
Thomas J. McInerney, Director
/s/ P. Randall Lowery*
P. Randall Lowery, Director
/s/ Mark A. Tullis*
Mark A. Tullis, Director
/s/ David Wheat*
David Wheat, Chief Accounting Officer
* BY:	/s/ J. Neil McMurdie
	J. Neil McMurdie
	Attorney-in-Fact
	April 8, 2002

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.A(3)(a)(v)	Amendment to Security Life of Denver Insurance Company Distribution Agreement.
1.A(3)(a)(vi)	First Amendment to Security Life of Denver Insurance Company Distribution Agreement.
1.A(6)(i)	Amendments to Articles of Incorporation through November 12, 2001.
1.A(8)(a)(viii)	Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc.
1.A(8)(a)(x)	Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Securities, Inc.
1.A(8)(a)(xii)	Form of Participation Agreement among Security Life of Denver Insurance Company, ING Variable Partners, Inc., Aetna Life Insurance and Annuity Company, and ING Financial Advisers, LLC.
1.A(8)(a)(xiii)	Form of Participation Agreement among Security Life of Denver Insurance Company, ING Income Shares, Inc., ING Variable Portfolios, Inc. and Aeltus Investment Management, Inc.
1.A(8)(a)(xiv)	Form of Participation Agreement among Security Life of Denver Insurance Company, Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc.
1.A(8)(b)(xii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xiii)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(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.A(8)(b)(xx)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xxi)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(xxxi)	Sixth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.
1.A(8)(b)(xxxix)	Second Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.
1.A(8)(b)(xxxx)	Third Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc.
1.A(8)(b)(xxxxi)	Amendment No. 1 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc.
1.A(8)(b)(xxxxii)	Amendment to Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company.
1.A(8)(b)(l)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(li)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(b)(lii)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company.
1.A(8)(b)(liii)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.
1.A(8)(c)(iii)a	First Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc.
1.A(8)(c)(iii)b	Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc.
1.A(8)(c)(v)	Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company.
1.A(8)(c)(vii)	Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company.
1.A(10)(a)(v)	Investment Feature Selection Form (Form No. V-153-00 rev.5/1/02).
1.A(10)(a)(vi)	Investment Feature Selection Form (Form No. V-174-01 rev.5/1/02).
1.A(10)(c)	Specimen Application for Life Insurance Fixed and Variable Products (Form No. 110945).
2.	Opinion and Consent of Kimberly J. Smith as to securities being registered.
6.	Opinion and Consent of Lawrence D. Taylor.
7.	Consent of Ernst & Young LLP.

EX-1.A(3)(A)(V)

Exhibit 1.A(3)(a)(v)

AMENDMENT TO SECURITY LIFE OF DENVER INSURANCE COMPANY DISTRIBUTION AGREEMENT

     WHEREAS, Security Life and ING America Equities, Inc. (formerly known as SLD Equities Inc.) entered into a Distribution Agreement dated September 22, 1994;

     WHEREAS, the parties now desire to modify the list of products issued by Security Life and distributed by ING America Equities, Inc.;

     NOW THEREFORE, in consideration of mutual promises and covenants, the parties agree as follows:

1. Schedule "A", Compensation Schedule is hereby deleted and replaced with the new Schedule "A" attached hereto.

Effective this 17th day of January, 2002.

By:	/s/ Lawrence D. Taylor, Sr.	By:	/s/ James L. Livingston, Jr.
	Lawrence D. Taylor, Sr. Vice President		James L. Livingston, Jr., President
	Security Life of Denver Insurance Company		ING America Equities, Inc.

SCHEDULE "A"

COMPENSATION SCHEDULE

This Schedule "A" to the Distribution Agreement between Security Life of Denver Insurance Company ("Security Life") and ING America Equities, Inc. ("INGAE") dated September 22, 1994, sets forth the compensation to be paid to INGAE for its services as underwriter and distributor of the following products.

1.	EXCHEQUER ANNUITY (no longer being sold or issued)
	A Flexible Premium Deferred Combination Fixed & Variable Annuity Contract
	Total Gross Dealer Concessions earned in the first year by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE (pursuant to the Selling Broker-Dealer's election, this will be either 5% or 6% of funds actually received and accepted by Security Life during the first year of the contract), plus an additional 1% of funds actually received and accepted by Security Life during the first year of the contract.
	After the first year, all Trail Commissions calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
2.	FIRSTLINE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
3.	FIRSTLINE II
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
4.	STRATEGIC ADVANTAGE (no longer being sold or issued)
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
5.	STRATEGIC ADVANTAGE II
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
6.	VARIABLE SURVIVORSHIP UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
7.	CORPORATE BENEFITS VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
8.	ESTATE DESIGNER VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
9.	STRATEGIC BENEFIT VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
10.	PEAKPLUS PRIVATE PLACEMENT VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
11.	MAGNASTAR PRIVATE PLACEMENT VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
12.	ASSET PORTFOLIO MANAGER VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
13.	ING PRIVATE MARKET ADVANTAGE PRIVATE PLACEMENT VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.
14.	STRATEGIC INVESTOR VARIABLE UNIVERSAL LIFE
	A Flexible Premium Variable Universal Life Policy
	Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant to its Selling Agreement with Security Life and INGAE.
	All Trail Commissions, including Renewal and Ultimate Commissions, calculated by Security Life to be due and payable to the Selling Broker-Dealers under the Selling Agreements.
	Additional payments as are due for override payments, expense allowances, bonuses, wholesale fees and other expenses.

All commissions shall be paid only on an earned basis, as calculated in the next commission cycle.

EX-1.A(3)(A)(VI)

Exhibit 1.A(3)(a)(vi)

FIRST AMENDMENT TO
SECURITY LIFE OF DENVER INSURANCE COMPANY
DISTRIBUTION AGREEMENT

This First Amendment is made effective October 1, 1996 and amends the Distribution Agreement (the "Agreement") dated September 22, 1994, between Security Life of Denver Insurance Company, a Colorado domestic insurance company ("Security Life") on its own behalf and on behalf of Security Life Separate Account A1 ("Separate Account A1") and Security Life Separate Account L1 ("Separate Account L1" and both collectively referred to as "Separate Accounts"), and ING America Equities, Inc. (formerly SLD Equities, Inc.), a Colorado corporation ("ING America Equities").

WHEREAS, Security Life and ING America Equities desire to make certain changes to the Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Security Life and ING America Equities hereby agree as follows:

1. Wherever "SLD Equities" or "SLD Equities, Inc." appears in the Agreement, it shall be amended to read "ING America Equities" or "ING America Equities, Inc." respectively. SLD Equities, Inc. has legally changed its name to ING America Equities, Inc.
    
2. Schedule "A", Compensation Schedule, and Section 11, Compensation, are hereby deleted in their entirety and the following new Section 11, Compensation, is hereby added:

11. Compensation. Security Life shall arrange for the payment of commissions, on behalf of ING America Equities, to those Brokers and general agents who sell Contracts under agreements entered into pursuant to Section 2 hereof, and to wholesalers who solicit Brokers and general agents to sell Contracts under agreements entered into pursuant to Section 2 hereof, in amounts as may be agreed to and specified in such written agreements by Security Life and ING America Equities.
 

Security Life agrees to reimburse ING America Equities for services rendered and product development in the initial sales efforts and all continuing obligations under this Agreement. The charge to Security Life for such services and obligations shall include all direct and directly allocable expenses, reasonably and equitably determined to be attributable to Security Life by ING America Equities, plus a separately determined portion of the reasonable costs associated with ING America Equities' start-up and on-going operational and regulatory costs and expenses that are not directly attributable to Security Life or any other insurer for which ING America Equities provides services. The amount of such costs will be agreed upon by the parties from time to time.
 

The bases for determining such charges to Security Life shall be those used by ING America Equities for internal cost distribution. Such bases shall be modified and adjusted by mutual agreement where necessary or appropriate to reflect fairly and equitably the actual incidence of cost incurred by ING America Equities on behalf of Security Life.
 

Each fourth calendar quarter, ING America Equities shall submit to Security Life a written statement of the amount estimated to be owed by Security Life for services pursuant to this Agreement. Such statement shall include an estimate through the third quarter of the next calendar year. Security Life shall pay the estimated amount to ING America Equities by the due dates indicated on the statement.
 

ING America Equities will periodically reconcile the estimated amount to the actual amount and will submit to Security Life a written statement of any difference. Security Life shall pay any additional amounts due to ING America Equities by the due dates indicated on the statement. ING America Equities shall apply any excess amounts paid to the next written statement of the amount estimated to be owed by Security Life.
 

If Security Life objects to any amounts payable on any statement, it shall so advise ING America Equities within thirty (30) days of receipt of the statement. If the parties cannot reconcile any such objection, they shall agree to the selection of a firm of independent certified public accountants. This firm shall determine the charges properly allocable to Security Life and shall, within a reasonable time, submit such determination, together with the basis therefor, in writing, to ING America Equities and Security Life. Such determination shall be binding. The expenses of such a determination by a firm of independent certified public accountants shall be borne equally by ING America Equities and Security Life.

     In Witness Whereof the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

	Security Life of Denver Insurance Company		ING America Equities, Inc.
By:	/s/ Stephen M. Christopher	By:	/s/ Carol D. Hard
	Stephen M. Christopher, President		Carol D. Hard, President

EX-1.A(6)(I)

Exhibit 1.A(6)(i)

For office use only

FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE

20011222568 C
$ 25.00
SECRETARY OF STATE

11-21-2001  12:55:38

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION

Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST:  The name of the corporation is Security Life of Denver Insurance Company

SECOND:  The following amendment to the Articles of Incorporation was adopted on November 12, 2001, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below:

	No shares have been issued or Directors Elected - Action by Incorporators
	No shares have been issued but Directors Elected - Action by Directors
	Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required.
X	Such amendment was adopted by a vote of the shareholders.  The number of shares voted for the amendment was sufficient for approval.

THIRD:  If changing corporate name, the new name of the corporation is PLEASE SEE ATTACHED AMENDMENT

FOURTH:  The manner, if not set forth in such amendment, in which any exchange, reclassification , or cancellation of issued shares provided for in the amendment shall be effect, is as follows:

If these amendments are to have a delayed effective date, please list that date:  N/A
            (Not to exceed ninety (90) days from the date of filing)

	Security Life of Denver Insurance Company
Signature	/s/ Paula Cludray-Engelke
Title	Paula Cludray-Engelke Secretary

Revised 7/95

UNANIMOUS WRITTEN ACTION
IN LIEU OF A SPECIAL MEETING OF
THE SOLE SHAREHOLDER OF

SECURITY LIFE OF DENVER INSURANCE COMPANY

The undersigned, being the sole Shareholder of Security Life of Denver Insurance Company, (the "Company") in lieu of a special meeting of the Shareholder of the Company, as permitted by Section 7-107-106 of the Colorado Revised Statutes does hereby waive notice of the time, place and purpose of the special meeting of the Shareholder of the Company and does hereby consent to the adoption of the following resolution which shall have the same force and effect as a unanimous resolution taken at a duly called and held meeting of the Shareholder:

    RESOLVED, That Article II of the June 26, 1995 Restated Articles of Incorporation of the Company be, and it hereby is amended to read as follows:

    The purposes and general nature of the business of the Company are to engage in those business activities in which a life insurance company incorporated under the laws of the State of Colorado may from time to time engage in, including, without limitation, guaranteed investment contracts and funding agreements.

    RESOLVED, That the President and Secretary be, and they hereby are, authorized and directed to execute and acknowledge a Certificate embracing the foregoing resolution amending the Restated Articles of Incorporation and to cause the Restated Articles to be filed in the manner required by the laws of the State of Colorado.

    RESOLVED, That the proper officers of the Company be, and they hereby are, directed to undertake all actions which may be necessary or proper to effect such amendment of the Restated Articles of Incorporation of the Company, including seeking all necessary approvals from the Commissioner of Insurance of the State of Colorado and as otherwise may be necessary or proper to effect such amendment.

    IN WITNESS WHEREOF, the Shareholder, by its duly authorized officer, hereby gives its consent to take effect November 15, 2001.

ING AMERICA INSURANCE HOLDING, INC.
By:	/s/ B. Scott Burton
	B. Scott Burton
	Corporate General Counsel and Assistant Secretary

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

                                                        EXHIBIT 1.A(8)(a)(viii)

                                     FORM OF
                             PARTICIPATION AGREEMENT
                             -----------------------

                                      AMONG

                   SECURITY LIFE OF DENVER INSURANCE COMPANY,

                                 THE GCG TRUST,

                                       AND

                             DIRECTED SERVICES, INC.



     THIS AGREEMENT, dated as of the 1st day of May, 2001, by and among Security
Life of Denver Insurance Company (the "Company"), a life insurance company
organized under the laws of the State of Colorado, on its own behalf and on
behalf of each separate account of the Company set forth on Schedule A hereto as
may be amended from time to time (such accounts hereinafter collectively
referred to as the "Accounts"), The GCG Trust (the "Trust"), a management
investment company and business trust organized under the laws of the
Commonwealth of Massachusetts, and Directed Services, Inc.(the "Adviser" and the
"Distributor), a corporation organized under the laws of the State of New York.

     WHEREAS, the Trust engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance and variable annuity contracts (the
"Variable Insurance Products") to be offered by insurance companies which have
entered into participation agreements with the Trust, Adviser and Distributor
("Participating Insurance Companies");

     WHEREAS, the shares of beneficial interest of the Trust are divided into
several series of shares, each designated a "Portfolio" and representing the
interest in a particular managed portfolio of securities and other assets;

     WHEREAS, the Trust has obtained an order from the Securities and Exchange
Commission (the "SEC") granting Participating Insurance Companies and variable
annuity and variable life insurance separate accounts 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, if and 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 both affiliated and unaffiliated life insurance companies
(the "Mixed and Shared Trusting Exemptive Order"), and the parties to this
Agreement agree to comply with the conditions or undertakings specified in the
Mixed and Shared Trusting Exemptive Order to the extent applicable to each such
party;

     WHEREAS, the Trust is registered as an open-end management investment
company under the 1940 Act and shares of the Portfolios are registered under the
Securities Act of 1933, as amended (the "1933 Act");

     WHEREAS, the Adviser, which serves as investment adviser to the Trust, is
duly registered as an investment adviser under the federal Investment Advisers
Act of 1940, as amended;

     WHEREAS, the Company has registered or will register certain variable life
insurance contracts (the "Contracts") under the 1933 Act;

     WHEREAS, the Account is a duly organized, validly existing segregated asset
account, established by the Company under the insurance laws of the State of
Colorado, to set aside and invest assets attributable to the Contracts;

     WHEREAS, the Company has registered the Account as a unit
investment trust under the 1940 Act;


                                   -A1-




     WHEREAS, the Company has issued or will issue certain variable life
insurance contracts supported wholly or partially by the
Account (the "Contracts"), and said Contracts are listed in Schedule A hereto,
as it may be amended from time to time by mutual written agreement;

     WHEREAS, the Distributor, which serves as distributor to the Trust, is
registered as a broker dealer with the SEC 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 Company intends to purchase shares in the Portfolios listed in
Schedule B hereto, as it may be amended from time to time by mutual written
agreement (the "Designated Portfolios") on behalf of the Account to fund the
aforesaid Contracts, and the Distributor is authorized to sell such shares to
the Account at net asset value;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Trust, the Adviser, and the Distributor agree as follows:

ARTICLE I.  Sale of Trust Shares
            -------------------

     1.1. The Trust agrees to sell to the Company those shares of the Designated
Portfolios that each Account or the appropriate subaccount of each Account
orders, executing such orders on a daily basis at the net asset value next
computed after receipt and acceptance by the Trust or its designee of the order
for the shares of the Trust. For purposes of this Section 1.1, the Company will
be the designee of the Trust for receipt of such orders from each Account or the
appropriate subaccount of each Account and receipt by such designee will
constitute receipt by the Trust; provided that the Trust receives notice of such
order by 10:00 a.m. Eastern Time on the next following business day ("T+1").
"Business Day" will 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 SEC.

     1.2. The Company will pay for Trust shares on T+1 that an order to
purchase Trust shares is made in accordance with Section 1.1 above.
Payment will be in federal funds transmitted by wire.  This wire
transfer will be initiated by 12:00 p.m. Eastern Time.

     1.3. The Trust agrees to make shares of the Designated Portfolios available
indefinitely for purchase at the applicable net asset value per share by
Participating Insurance Companies and their separate accounts on those days on
which the Trust calculates its Designated Portfolio net-asset value pursuant to
rules of the SEC and the Trust shall use reasonable efforts to calculate such
net asset value on each day the New York Stock Exchange is open for trading;
provided, however, that the Board of Trustees of the Trust (the "Trust Board")
may refuse to sell shares of any Portfolio to any person, or suspend or
terminate the offering of shares of any Portfolio if such action is required by
law or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Trust Board, acting in good faith and in light of its
fiduciary duties under federal and any applicable state laws, necessary in the
best interests of the shareholders of such Portfolio.

     1.4. On each Business Day on which the Trust calculates its net asset
value, the Company will aggregate and calculate the net purchase or redemption
orders for each Account or the appropriate subaccount of each Account maintained
by the Trust in which contract owner assets are invested. Net orders will only
reflect orders that the Company has received prior to the close of regular
trading on the New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m.,
Eastern Time) on that Business Day. Orders that the Company has received after
the close of regular trading on the NYSE will be treated as though received on
the next Business Day. Each communication of orders by the Company will
constitute a representation that such orders were received by it prior to the
close of regular trading on the NYSE on the Business Day on which the purchase
or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act.
Other procedures relating to the handling of orders will be in accordance with
the prospectus and statement of information of the relevant Designated Portfolio
or with oral or written instructions that the Distributor or the Trust will
forward to the Company from time to time.

     1.5. The Trust agrees that shares of the Trust will be sold only to
Participating Insurance Companies and their separate accounts, qualified pension
and retirement plans or such other persons as are permitted under applicable
provisions of the Internal Revenue Code of 1986, as amended, (the "Internal
Revenue Code"), and

                                -2-




regulations promulgated thereunder, the sale to which will not impair the tax
treatment currently afforded the Contracts. No shares of any Portfolio will be
sold to the general public except as set forth in this Section 1.5.

     1.6. The Trust agrees to redeem for cash, upon the Company's request, any
full or fractional shares of the Trust held by the Company, executing such
requests on a daily basis at the net asset value next computed after receipt and
acceptance by the Trust or its agent of the request for redemption. For purposes
of this Section 1.6, the Company will be the designee of the Trust for receipt
of requests for redemption from each Account or the appropriate subaccount of
each Account and receipt by such designee will constitute receipt by the Trust,
provided the Trust receives notice of request for redemption by 10:00 a.m.
Eastern Time on the next following Business Day. Payment will be in federal
funds transmitted by wire to the Company's account as designated by the Company
in writing from time to time, on the same Business Day the Trust receives notice
of the redemption order from the Company. The Trust reserves the right to delay
payment of redemption proceeds, but in no event may such payment be delayed
longer than the period permitted by the 1940 Act. The Trust will not bear any
responsibility whatsoever for the proper disbursement or crediting of redemption
proceeds; the Company alone will be responsible for such action. If notification
of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed
shares will be made on the next following Business Day.

     1.7. The Company agrees to purchase and redeem the shares of the Designated
Portfolios offered by the then current prospectus of the Trust in accordance
with the provisions of such prospectus.

     1.8. Issuance and transfer of the Trust's shares will be by book entry
only. Stock certificates will not be issued to the Company or any Account.
Purchase and redemption orders for Trust shares will be recorded in an
appropriate title for each Account or the appropriate subaccount of each
Account.

     1.9. The Trust will furnish same day notice (by telecopier, followed by
written confirmation) to the Company of the declaration of any income, dividends
or capital gain distributions payable on each Designated Portfolio's shares. The
Company hereby elects to receive all such dividends and distributions as are
payable on the Designated Portfolio shares in the form of additional shares of
that Designated Portfolio. The Trust will notify the Company of the number of
shares so issued as payment of such dividends and distributions. The Company
reserves the right to revoke this election upon reasonable prior notice to the
Trust and to receive all such dividends and distributions in cash.

     1.10. The Trust will make the net asset value per share for each Designated
Portfolio available to the Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and will use its
best efforts to make such net asset value per share available by 6:00 p.m.,
Eastern Time, but in no event later than 7:00 p.m., Eastern Time, each business
day.

     1.11. Any error in the calculation of the net asset value, dividend and
capital gain information greater than or equal to $0.01 per share of the Trust's
shares, shall be reported immediately upon discovery to the Company. Any error
of a lesser amount shall be corrected in the next Business Day's net asset value
per share for the Trust. Any such notice will state for each day for which an
error occurred the incorrect price, the correct price and, to the extent
communicated to the Trust's shareholders, the reason for the price change. The
Company may send this notice or a derivation thereof (so long as such derivation
is approved in advance by the Distributor or the Adviser) to contractowners
whose accounts are affected by the price change. The parties will negotiate in
good faith to develop a reasonable method for effecting such adjustments. The
Trust shall provide the Company, on behalf of the Account or the appropriate
subaccount of each Account, with a prompt adjustment to the number of shares
purchased or redeemed to reflect the correct share net asset value.

     1.12.

          (a) The parties hereto acknowledge that the arrangement contemplated
     by this Agreement is not exclusive; the Trust's shares may be sold to other
     insurance companies (subject to Section 1.8 hereof) and the cash value of
     the Contracts may be invested in other investment companies, provided,
     however, that until this Agreement is terminated pursuant to Article X, the
     Company shall promote the Designated Portfolios on the same basis as other
     funding vehicles available under the Contracts and funding vehicles

                                -3-




     other than those listed on Schedule B to this Agreement may be available
     for the investment of the cash value of the Contracts.

          (b) The Company shall not, without prior notice to the Advisor and the
     Distributor (unless otherwise required by applicable law), take any action
     to operate the Account as a management investment company under the 1940
     Act.

          (c) The Company shall not, without prior notice to the Advisor and the
     Distributor (unless otherwise required by applicable law), induce Contract
     owners to change or modify the Trust or change the Trust's distributor or
     investment adviser.

          (d) The Company shall not, without prior notice to the Trust, induce
     Contract owners to vote on any matter submitted for consideration by the
     shareholders of the Trust in a manner other than as recommended by the
     Board of Trustees of the Trust.

ARTICLE II.  Representations and Warranties
             ------------------------------

     2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act and that the Contracts will be issued and sold in
compliance with all applicable federal and state laws, including state insurance
suitability requirements. The Company further represents and warrants that it is
an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established each Account as a separate
account under applicable state law and has registered 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 that it will maintain
such registration for so long as any Contracts are outstanding. The Company will
amend the registration statement under the 1933 Act for the Contracts and the
registration statement under the 1940 Act for the Account from time to time as
required in order to effect the continuous offering of the Contracts or as may
otherwise be required by applicable law. The Company will register and qualify
the Contracts for sale in accordance with the securities laws of the various
states only if and to the extent deemed necessary by the Company.

     2.2. The Company represents that the Contracts are currently and at the
time of issuance will be treated as endowment or life insurance contracts under
applicable provisions of the Internal Revenue Code, and that it will make every
effort to maintain such treatment and that it will notify the Trust and the
Adviser immediately upon having a reasonable basis for believing that the
Contracts have ceased to be so treated or that they might not be so treated in
the future.

     2.3. The Company represents and warrants that it will not purchase shares
of the Designated Portfolios with assets derived from tax-qualified retirement
plans except, indirectly, through Contracts purchased in connection with such
plans.

     2.4. The Trust and the Adviser represent and warrant that Trust shares of
the Designated Portfolios sold pursuant to this Agreement will be registered
under the 1933 Act and duly authorized for issuance in accordance with
applicable law and that the Trust is and will remain registered under the 1940
Act for as long as such shares of the Designated Portfolios are outstanding. The
Trust will 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 will register and qualify the shares of the
Designated Portfolios for sale in accordance with the laws of the various states
only if and to the extent deemed advisable by the Trust.

     2.5. The Trust and the Adviser represent that the Trust is currently
qualified as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code, and that it will make every effort to maintain such qualification
(under Subchapter M or any successor or similar provision) and that it will
notify the Company immediately upon having a reasonable basis for believing that
it has ceased to so qualify or that it might not so qualify in the future.

     2.6. The Trust and the Adviser represent and warrant that in performing the
services described in this Agreement, the Trust will comply with all applicable
laws, rules and regulations. The Trust and the Adviser make no representation as
to whether any aspect of the Trust's operations (including, but not limited to,
fees and expenses


                                -4-





and investment policies, objectives and restrictions) complies with the
insurance laws and regulations of any state. The Trust and the Distributor agree
that upon request they will use their best efforts to furnish the information
required by state insurance laws so that the Company can obtain the authority
needed to issue the Contracts in the various states.

     2.7. The Trust currently does not intend nor does the Distributor currently
intend for the Trust to make any payments to finance distribution expenses
pursuant to Rule 12b-1 under the 1940 Act, although it reserves the right to
make such payments in the future. To the extent that a decision is made to
finance distribution expenses pursuant to Rule 12b-1 the Trust and the
Distributor undertake to have the Trust Board formulate and approve any plan
under Rule 12b-1 to finance distribution expenses in accordance with the 1940
Act.

     2.8. The Distributor represents and warrants that it will distribute the
Trust shares of the Designated Portfolios in accordance with all applicable
federal and state securities laws including, without limitation, the 1933 Act,
the 1934 Act and the 1940 Act.

     2.9. The Trust and the Adviser represent that the Trust 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
applicable provisions of the 1940 Act.

     2.10. The Distributor represents and warrants that it is and will remain
duly registered under all applicable federal and state securities laws and that
it will perform its obligations for the Trust in accordance in all material
respects with any applicable state and federal securities laws.

     2.11. The Trust and the Distributor represent and warrant that all of their
trustees, officers, employees, investment advisers, and other
individuals/entities having access to the funds and/or securities of the Trust
are and continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Trust in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid bond
includes coverage for larceny and embezzlement and is issued by a reputable
bonding company.

ARTICLE III.  Prospectuses and Proxy Statements; Voting
              -----------------------------------------

     3.1. The Trust or the Distributor will provide the Company, at the Trust's
or its affiliate's expense, with as many copies of the current Trust prospectus
for the Designated Portfolios as the Company may reasonably request for
distribution, at the Company's expense, to prospective contractowners and
applicants. The Trust or the Distributor will provide, at the Trust's or its
affiliate's expense, as many copies of said prospectus as necessary for
distribution, at the Company's expense, to existing contractowners. The Trust or
the Distributor will provide the copies of said prospectus to the Company or to
its mailing agent. If requested by the Company in lieu thereof, the Trust or the
Distributor will provide such documentation, including a computer diskette or a
final copy of a current prospectus set in type at the Trust's or its affiliate's
expense, and such other assistance as is reasonably necessary in order for the
Company at least annually (or more frequently if the Trust prospectus is amended
more frequently) to have the Trust's prospectus and the prospectuses of other
mutual funds in which assets attributable to the Contracts may be invested
printed together in one document, in which case the Trust or its affiliate will
bear its reasonable share of expenses as described above, allocated based on the
proportionate number of pages of the Trust's and other fund's respective
portions of the document.

     3.2. The Trust or the Distributor will provide the Company, at the Trust's
or its affiliate's expense, with as many copies of the statement of additional
information as the Company may reasonably request for distribution, at the
Company's expense, to prospective contractowners and applicants. The Trust or
the Distributor will provide, at the Trust's or its affiliate's expense, as many
copies of said statement of additional information as necessary for
distribution, at the Company's expense, to any existing contractowner who
requests such statement or whenever state or federal law otherwise requires that
such statement be provided. The Trust or the Distributor will provide the copies
of said statement of additional information to the Company or to its mailing
agent.

     3.3. The Trust or the Distributor, at the Trust's or its affiliate's
expense, will provide the Company or its mailing agent with copies of its proxy
material, if any, reports to shareholders and other communications


                                -5-





to shareholders in such quantity as the Company will reasonably require. The
Company will distribute this proxy material, reports and other communications to
existing contract owners and tabulate the votes.
     3.4. If and to the extent required by law the Company will:

          (a)  solicit voting instructions from contractowners;

          (b)  vote the shares of the Designated Portfolios held in the
     Account in accordance with instructions received from
     contractowners; and

          (c) vote shares of the Designated Portfolios held in the Account for
     which no timely instructions have been received, as well as shares it owns,
     in the same proportion as shares of such Designated Portfolio for which
     instructions have been received from the Company's contractowners;

so long as and to the extent that the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable contractowners. Except as
set forth above, the Company reserves the right to vote Trust shares held in any
segregated asset account in its own right, to the extent permitted by law. The
Company will 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, including the Mixed and Shared Trusting Exemptive
Order.

     3.5. The Trust will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular, the Trust either will provide for
annual meetings (except insofar as the SEC may interpret Section 16 of the 1940
Act not to require such meetings) or, as the Trust currently intends to 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
SEC's interpretation of the requirements of Section 16(a) with respect to
periodic elections of trustees and with whatever rules the SEC may promulgate
with respect thereto.

ARTICLE IV.  Sales Material and Information
             ------------------------------

     4.1. The Distributor will provide the Company on a timely basis with
investment performance information for each Designated Portfolio in which the
Company maintains a subaccount of the Account, including total return for the
preceding calendar month and calendar quarter, the calendar year to date, and
the prior one-year, five-year, and ten year (or life of the Trust) periods. The
Company may, based on the SEC mandated information supplied by the Distributor,
prepare communications for contractowners ("Contractowner Materials"). The
Company will provide copies of all Contractowner Materials concurrently with
their first use for the Distributor's internal recordkeeping purposes. It is
understood that neither the Distributor nor any Designated Portfolio will be
responsible for errors or omissions in, or the content of, Contractowner
Materials except to the extent that the error or omission resulted from
information provided by or on behalf of the Distributor or the Designated
Portfolio. Any printed information that is furnished to the Company pursuant to
this Agreement other than each Designated Portfolio's prospectus or statement of
additional information (or information supplemental thereto), periodic reports
and proxy solicitation materials is the Distributor's sole responsibility and
not the responsibility of any Designated Portfolio or the Trust. The Company
agrees that the Portfolios, the shareholders of the Portfolios and the officers
and governing Board of the Trust will have no liability or responsibility to the
Company in these respects.

     4.2. The Company will 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, prospectus or statement of additional
information for Trust shares, as such registration statement, prospectus and
statement of additional information may be amended or supplemented from time to
time, or in reports or proxy statements for the Trust, or in published reports
for the Trust which are in the public domain or approved by the Trust or the
Distributor for distribution, or in sales literature or other material provided
by the Trust, Adviser or by the Distributor, except with permission of the
Distributor. Any piece of sales literature or other promotional material
intended to be used by the Company which requires the permission of the
Distributor prior to use will be furnished by Company to the Distributor, or its
designee, at least ten (10) business days prior to its use. No such material
will be used if the Distributor reasonably objects to such use within five (5)
business days after receipt.


                                -6-





Nothing in this Section 4.2 will be construed as preventing the Company or its
employees or agents from giving advice on investment in the Trust.

     4.3. The Trust, the Adviser or the Distributor will furnish, or will cause
to be furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company or its Account is named, at
least ten (10) business days prior to its use. No such material will be used if
the Company reasonably objects to such use within five (5) business days after
receipt of such material.

     4.4. The Trust, the Adviser and the Distributor will not give any
information or make any representations or statements on behalf of the Company
or concerning the Company, each Account, or the Contracts other than the
information or representations contained in a registration statement, prospectus
or statement of additional information for the Contracts, as such registration
statement, prospectus and statement of additional information may be amended or
supplemented from time to time, or in published reports for each Account or the
Contracts which are in the public domain or approved by the Company for
distribution to contractowners, or in sales literature or other material
provided by the Company, except with permission of the Company. The Company
agrees to respond to any request for approval on a prompt and timely basis.

     4.5. The Trust will provide to the Company at least one complete copy of
all registration statements, prospectuses, statements of additions information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Trust or its shares, contemporaneously
with the filing of such document with the SEC, the NASD or other regulatory
authority.

     4.6. The Company will provide to the Trust at least one complete copy of
all registration statements, prospectuses, statements of additional information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the SEC,
the NASD or other regulatory authority.

     4.7. 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, (e.g., on-line
networks such as the Internet or other electronic messages), 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
advertisements sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, registration statements, prospectuses,
statements of additional information, shareholder reports, and proxy materials
and any other material constituting sales literature or advertising under the
NASD rules, the 1933 Act or the 1940 Act.

     4.8. The Trust and the Distributor hereby consent to the Company's use of
the names The GCG Trust, Directed Services, Inc., the portfolio names designated
on Schedule B or other designated names as may be used from time to time in
connection with the marketing of the Contracts, subject to the terms of Sections
4.1 and 4.2 of this Agreement. Such consent will terminate with the termination
of this Agreement.

ARTICLE V.  Fees and Expenses
            -----------------

     5.1. The Trust, the Adviser and the Distributor will pay no fee or other
compensation to the Company under this Agreement except if the Trust or any
Designated Portfolio adopts and implements a plan pursuant to Rule 12b-1 under
the 1940 Act to finance distribution expenses, then, subject to obtaining any
required exemptive orders or other regulatory approvals, the Trust may make
payments to the Company or to the underwriter for the Contracts if and in such
amounts agreed to by the Trust in writing.

     5.2. All expenses incident to performance by the Trust of this Agreement
will be paid by the Trust to the extent permitted by law. The Trust will bear
the expenses for the cost of registration and qualification of the Trust's
shares; preparation and filing of the Trust's prospectus, statement of
additional information and registration statement, proxy materials and reports;
setting in type and printing the Trust's prospectus; setting in type and


                                -7-





printing proxy materials and reports by it to contractowners (including the
costs of printing a Trust prospectus that constitutes an annual report); the
preparation of all statements and notices required by any federal or state law;
all taxes on the issuance or transfer of the Trust's shares; any expenses
permitted to be paid or assumed by the Trust pursuant to a plan, if any, under
Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III
of this Agreement. All expenses incident to the distribution and tabulation of
the Trust's proxy materials will be paid by the Trust, except postage which will
be paid by the Company.

ARTICLE VI.  Diversification and Qualification
             ---------------------------------

     6.1.  The Adviser will ensure that the Trust will at all times invest money
from the  Contracts  in such a manner as to ensure  that the  Contracts  will be
treated as variable insurance  contracts under the Internal Revenue Code and the
regulations issued thereunder.  Without limiting the scope of the foregoing, the
Trust will comply with Section 817(h) of the Internal  Revenue Code and Treasury
Regulation   1.817-5,   as  amended   from  time  to  time,   relating   to  the
diversification requirements for variable insurance endowment, or life insurance
contracts  and  any  amendments  or  other  modifications  to  such  Section  or
Regulation.  In the event of a breach of this  Article VI by the Trust,  it will
take all reasonable steps: (a) to notify the Company of such breach;  and (b) to
adequately  diversify  the Trust so as to  achieve  compliance  within the grace
period afforded by Treasury Regulation 1.817-5.

     6.2. The Trust and the Adviser represent that the Trust is or will be
qualified as a Regulated Investment Company under Subchapter M of the Internal
Revenue Code, and that it will make every effort to maintain such qualification
(under Subchapter M or any successor or similar provisions) and that it will
notify the Company immediately upon having a reasonable basis for believing that
it has ceased to so qualify or that it might not so qualify in the future.

     6.3. The Company represents that the Contracts are currently, and at the
time of issuance shall be, treated as life insurance contracts, under applicable
provisions of the Internal Revenue Code, and that it will make every effort to
maintain such treatment, and that it will notify the Trust and the Distributor
immediately upon having a reasonable basis for believing the Contracts have
ceased to be so treated or that they might not be so treated in the future. The
Company agrees that any prospectus offering a contract that is a "modified
endowment contract" as that term is defined in Section 7702A of the Internal
Revenue Code (or any successor or similar provision), shall identify such
contract as a modified endowment contract.

ARTICLE VII.  Potential Conflicts
              -------------------

     7.1. The Trust Board 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. An irreconcilable material
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 laws 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 Portfolio are being managed; (e) a difference in voting
instructions given by variable life insurance contract owners; or (f) a decision
by an insurer to disregard the voting instructions of contract owners. The Trust
Board shall promptly inform the Company if it determines that an irreconcilable
material conflict exists and the implications thereof.

     7.2. The Company will report any potential or existing conflicts of which
it is aware to the Trust Board. The Company will assist the Trust Board in
carrying out its responsibilities under the Mixed and Shared Trusting Exemptive
Order, by providing the Trust Board with all information reasonably necessary
for the Trust Board to consider any issues raised. This includes, but is not
limited to, an obligation by the Company to inform the Trust Board whenever
Contract owner voting instructions are disregarded.

     7.3. If it is determined by a majority of the Trust Board, or a majority of
its disinterested members, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested Trust Board members), take whatever steps are necessary to remedy
or eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Trust or any


                                -8-





Portfolio and reinvesting such assets in a different investment medium,
including (but not limited to) another Portfolio of the Trust, or submitting the
question whether such segregation should be implemented to a vote of all
affected contract owners and, as appropriate, segregating the assets of any
appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.

     7.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote; the Company
may be required, at the Trust's election, to withdraw the Account's investment
in the Trust and terminate this Agreement with respect to each 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 members of the Trust Board. 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 Trust shall continue to accept and implement orders
by the Company for the purchase (and redemption) of shares of the Trust.

     7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Trust and terminate this Agreement with
respect to such Account within six months after the Trust Board informs the
Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested members
of the Trust Board. Until the end of the foregoing six month period, the Trust
shall continue to accept and implement orders by the Company for the purchase
(and redemption) of shares of the Trust.

     7.6. For purposes of Section 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Trust Board shall determine whether any
proposed action adequately remedies any irreconcilable material conflict, but in
no event will the Trust be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contract if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Trust Board determines
that any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the Trust
and terminate this Agreement within six (6) months after the Trust Board informs
the Company in writing of the foregoing determination; provided, however, that
such withdrawal and termination shall be limited to the extent required by any
such material irreconcilable conflict as determined by a majority of the
disinterested members of the Trust Board.

     7.7. If and to the extent the Mixed and Shared Trusting Exemption Order or
any amendment thereto contains terms and conditions different from Sections 3.4,
3.5, 3.6, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Trust and/or
the Participating Insurance Companies, as appropriate, shall take such steps as
may be necessary to comply with the Mixed and Shared Trusting Exemptive Order,
and Sections 3.4, 3.5, 3.6, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in the Mixed and Shared Trusting
Exemptive Order or any amendment thereto. 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
Trusting Exemptive Order) on terms and conditions materially different from
those contained in the Mixed and Shared Trusting 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 3.5, 3.6, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

ARTICLE VIII.  Indemnification
               ---------------


                                -9-





     8.1. Indemnification By The Company
          ------------------------------

          (a) The Company agrees to indemnify and hold harmless the Trust, the
     Adviser, the Distributor, and each person, if any, who controls or is
     associated with the Trust, the Adviser or the Distributor within the
     meaning of such terms under the federal securities laws and any director,
     trustee, officer, partner, employee or agent of the foregoing
     (collectively, the "Indemnified Parties" for purposes of this Section 8.1)
     against any and all losses, claims, expenses, damages, liabilities
     (including amounts paid in settlement with the written consent of the
     Company) 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:

             (1) arise out of or are based upon any untrue statements or alleged
          untrue statements of any material fact contained in the registration
          statement, prospectus or statement of additional information for the
          Contracts or contained in the Contracts or sales literature or other
          promotional material 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 or necessary to make such statements not
          misleading in light of the circumstances in which they were made;
          provided that this agreement to indemnify will 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
          written information furnished to the Company by the Trust, the Adviser
          or the Distributor 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

               (2) arise out of or as a result of statements or representations
          by or on behalf of the Company or wrongful conduct of the Company or
          persons under its control, with respect to the sale or distribution of
          the Contracts or Trust shares; or

               (3) arise out of any untrue statement or alleged untrue statement
          of a material fact contained in the Trust registration statement,
          prospectus, statement of additional information or sales literature or
          other promotional material of the Trust (or amendment or supplement)
          or the omission or alleged omission to state therein a material fact
          required to be stated therein or necessary to make such statements not
          misleading in light of the circumstances in which they were made, if
          such a statement or omission was made in reliance upon and in
          conformity with information furnished to the Trust by or on behalf of
          the Company or persons under its control; or

               (4)  arise as a result of any failure by the Company to
          provide the services and furnish the materials under the terms
          of this Agreement; or

               (5) arise out of any material breach of any representation and/or
          warranty made by the Company in this Agreement or arise out of or
          result from any other material breach by the Company of this
          Agreement;

     except to the extent provided in Sections 8.1(b) and 8.3 hereof. This
     indemnification will be in addition to any liability that the Company
     otherwise may have.

          (b) No party will be entitled to indemnification under Section 8.1(a)
     to the extent such loss, claim, damage, liability or litigation is due to
     the willful misfeasance, bad faith, or gross negligence in the performance
     of such party's duties under this Agreement, or by reason of such party's
     reckless disregard of its obligations or duties under this Agreement by the
     party seeking indemnification.

          (c) The Indemnified Parties promptly will notify the Company of the
     commencement of any litigation, proceedings, complaints or actions by
     regulatory authorities against them in connection with the issuance or sale
     of the Trust shares or the Contracts or the operation of the Trust.


                                -10-





     8.2. Indemnification By the Adviser and the Distributor
          --------------------------------------------------

          (a) The Adviser and the Distributor, in each case solely to
     the extent relating to such party's responsibilities hereunder, agree to
     indemnify and hold harmless the Company and each person, if any, who
     controls or is associated with the Company within the meaning of such terms
     under the federal securities laws and any director, trustee, officer,
     partner, employee or agent of the foregoing (collectively, the "Indemnified
     Parties" for purposes of this Section 8.2) against any and all losses,
     claims, expenses, damages, liabilities (including amounts paid in
     settlement with the written consent of the Adviser) 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:

               (1) arise out of or are based upon any untrue statement or
          alleged untrue statement of any material fact contained in the
          registration statement, prospectus or statement of additional
          information for the Trust or sales literature or other promotional
          material 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 or necessary to make such statements not misleading in light of
          the circumstances in which they were made; provided that this
          agreement to indemnify will 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 Adviser, the Distributor or the Trust by or on behalf of the
          Company for use in the registration statement, prospectus or statement
          of additional information for the Trust or in sales literature of the
          Trust (or any amendment or supplement thereto) or otherwise for use in
          connection with the sale of the Contracts or Trust shares; or

               (2) arise out of or as a result of statements or representations
          or wrongful conduct of the Adviser or the Distributor or persons under
          the control of the Adviser or the Distributor respectively, with
          respect to the sale of the Trust shares; or

               (3) arise out of any untrue statement or alleged untrue statement
          of a material fact contained in a registration statement, prospectus,
          or statement of additional information or sales literature or other
          promotional material covering the Contracts (or any amendment or
          supplement thereto), or the omission or alleged omission to state
          therein a material fact required to be stated or necessary to make
          such statement or statements not misleading in light of the
          circumstances in which they were made, if such statement or omission
          was made in reliance upon and in conformity with written information
          furnished to the Company by the Adviser, the Trust or the Distributor
          or persons under the control of the Adviser or the Distributor; or

               (4) arise as a result of any failure by the Adviser or the
          Distributor to provide the services and furnish the materials under
          the terms of this Agreement (including a failure, whether
          unintentional or in good faith or otherwise, to comply with the
          diversification requirements and procedures related thereto specified
          in Article VI of this Agreement); or

               (5) arise out of or result from any material breach of any
          representation and/or warranty made by the Adviser or the Distributor
          in this Agreement, or arise out of or result from any other material
          breach of this Agreement by the Adviser the Trust or the Distributor;

     except to the extent provided in Sections 8.2(b) and 8.3 hereof. This
     indemnification will be in addition to any liability that the Trust,
     Adviser or the Distributor otherwise may have.

          (b) No party will be entitled to indemnification under Section 8.2(a)
     to the extent such loss, claim, damage, liability or litigation is due to
     the willful misfeasance, bad faith, or gross negligence in the performance
     of such party's duties under this Agreement, or by reason of such party's
     reckless disregard of its obligations or duties under this Agreement by the
     party seeking indemnification.


                                -11-





          (c) The Indemnified Parties will promptly notify the Adviser
     and the Distributor of the commencement of any litigation,
     proceedings, complaints or actions by regulatory authorities against them
     in connection with the issuance or sale of the Contracts or the operation
     of the account.

     8.3. Indemnification By the Trust
          ----------------------------

          (a) The Trust agrees to indemnify and hold harmless the Company and
     each of its directors and officers and each person, if any, who controls
     the Company within the meaning of section 15 of the 1933 Act(collectively,
     the "Indemnified Parties" for purposes of this section 8.3) against any
     and all losses, claims, expenses, damages, liabilities (including amounts
     paid in settlement with the written consent of the Trust's Board of
     Trustees), 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:

               (1) arise as a result of any failure by the Trust to provide the
          services and furnish the materials required to be provided or
          furnished by it under the terms of this Agreement (including a failure
          to comply with the diversification and other qualification
          requirements applicable to the Trust specified in Article VI); or

               (2) 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.

          (b) No party will be entitled to indemnification under Section 8.3(a)
     to the extent such loss, claim, damage, liability or litigation is due to
     the willful misfeasance, bad faith, or gross negligence in the performance
     of such party's duties under this Agreement, or by reason of such party's
     reckless disregard of its obligations or duties under this Agreement by the
     party seeking indemnification.

          (c) The Indemnified Parties will promptly notify the Trust of the
     commencement of any litigation, proceedings, complaints or actions by
     regulatory authorities against them in connection with the issuance or sale
     of the Contracts or the operation of the account.

     8.4. Indemnification Procedure
          -------------------------

     Any person obligated to provide indemnification under this Article VIII
("Indemnifying Party" for the purpose of this Section 8.4) will not be liable
under the indemnification provisions of this Article VIII with respect to any
claim made against a party entitled to indemnification under this Article VIII
("Indemnified Party" for the purpose of this Section 8.4) unless such
Indemnified Party will have notified the Indemnifying Party in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim will have been served upon such
Indemnified Party (or after such party will have received notice of such service
on any designated agent), but failure to notify the Indemnifying Party of any
such claim will not relieve the Indemnifying Party from any liability which it
may have to the Indemnified Party against whom such action is brought otherwise
than on account of the indemnification provision of this Article VIII, except to
the extent that the failure to notify results in the failure of actual notice to
the Indemnifying Party and such Indemnifying Party is damaged solely as a result
of failure to give such notice. In case any such action is brought against the
Indemnified Party, the Indemnifying Party will be entitled to participate, at
its own expense, in the defense thereof. The Indemnifying Party also will be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Indemnifying Party to the Indemnified
Party of the Indemnifying Party's election to assume the defense thereof, the
Indemnified Party will bear the fees and expenses of any additional counsel
retained by it, and the Indemnifying Party will not be liable to such party
under this Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other than
reasonable costs of investigation, unless: (a) the Indemnifying Party and the
Indemnified Party will have mutually agreed to the retention of such counsel; or
(b) the named parties to any such proceeding (including any impleaded parties)
include both the Indemnifying Party and the Indemnified Party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. The Indemnifying Party will not be
liable for any settlement of any proceeding effected without its written consent
but if


                                -12-





settled with such consent or if there is a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from
and against any loss or liability by reason of such settlement or judgment. A
successor by law of the parties to this Agreement will be entitled to the
benefits of the indemnification contained in this Article VIII. The
indemnification provisions contained in this Article VIII will survive any
termination of this Agreement.

ARTICLE IX.  Applicable Law
             --------------

     9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Delaware.

     9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant
(including, but not limited to, any Mixed and Shared Trusting Exemptive Order)
and the terms hereof shall be interpreted and construed in accordance therewith.
If, in the future, the Mixed and Shared Trusting Exemptive Order should no
longer be necessary under applicable law, then Article VII shall no longer
apply.

ARTICLE X. Termination
           -----------

     10.1.     This Agreement will terminate:

          (a) at the option of any party, with or without cause, with respect to
     some or all of the Designated Portfolios, upon sixty (60) days' advance
     written notice to the other parties or, if later, upon receipt of any
     required exemptive relief or orders from the SEC, unless otherwise agreed
     in a separate written agreement among the parties; or

          (b) at the option of the Company, upon receipt of the Company's
     written notice by the other parties, with respect to any Designated
     Portfolio if shares of the Designated Portfolio are not reasonably
     available to meet the requirements of the Contracts as determined in good
     faith by the Company; or

          (c) at the option of the Company, upon receipt of the Company's
     written notice by the other parties, with respect to any Designated
     Portfolio in the event any of the Designated Portfolio's shares are not
     registered, issued or sold in accordance with applicable state and/or
     Federal law or such law precludes the use of such shares as the underlying
     investment media of the Contracts issued or to be issued by Company; or

          (d) at the option of the Trust, upon receipt of the Trust's written
     notice by the other parties, upon institution of formal proceedings against
     the Company by the NASD, the SEC, the insurance commission of any state or
     any other regulatory body regarding the Company's duties under this
     Agreement or related to the sale of the Contracts, the administration of
     the Contracts, the operation of the Account, or the purchase of the Trust
     shares, provided that the Trust determines in its sole judgment, exercised
     in good faith, that any such proceeding would have a material adverse
     effect on the Company's ability to perform its obligations under this
     Agreement; or

          (e) at the option of the Company, upon receipt of the Company's
     written notice by the other parties, upon institution of formal
     proceedings against the Trust, Adviser or the Distributor by the NASD,
     the SEC, or any state securities or insurance department or any other
     regulatory body, provided that the Company determines in its sole
     judgment, exercised in good faith, that any such proceeding would have a
     material adverse effecton the Trust's or the Distributor's ability to
     perform itsobligations under this Agreement; or

          (f) at the option of the Company, upon receipt of the Company's
     written notice by the other parties, if the Trust ceases to qualify as a
     Regulated Investment Company under Subchapter M of the Internal Revenue
     Code, or under any successor or similar provision, or if the Company
     reasonably and in good faith believes that the Trust may fail to so
     qualify; or

          (g) at the option of the Company, upon receipt of the Company's
     written notice by the other parties, with respect to any Designated
     Portfolio if the Trust fails to meet the diversification requirements


                                -13-





     specified in Article VI hereof or if the Company reasonably and in good
     faith believes the Trust may fail to meet such requirements; or

          (h) at the option of any party to this Agreement, upon written notice
     to the other parties, upon another party's material breach of any provision
     of this Agreement which material breach is not cured within thirty (30)
     days of said notice; or

          (i) at the option of the Company, if the Company determines in its
     sole judgment exercised in good faith, that either the Trust, the Adviser
     or the Distributor has suffered a material adverse change in its business,
     operations or financial condition since the date of this Agreement or is
     the subject of material adverse publicity which is likely to have a
     material adverse impact upon the business and operations of the Company,
     such termination to be effective sixty (60) days' after receipt by the
     other parties of written notice of the election to terminate; or

          (j) at the option of the Trust or the Distributor, if the Trust or the
     Distributor respectively, determines in its sole judgment exercised in good
     faith, that the Company has suffered a material adverse change in its
     business, operations or financial condition since the date of this
     Agreement or is the subject of material adverse publicity which is likely
     to have a material adverse impact upon the business and operations of the
     Trust or the Adviser, such termination to be effective sixty (60) days'
     after receipt by the other parties of written notice of the election to
     terminate; or

          (k) at the option of the Company or the Trust upon receipt of any
     necessary regulatory approvals and/or the vote of the contractowners having
     an interest in the Account (or any subaccount) to substitute the shares of
     another investment company for the corresponding Designated Portfolio
     shares of the Trust in accordance with the terms of the Contracts for which
     those Designated Portfolio shares had been selected to serve as the
     underlying investment media.

     The Company will give sixty (60) days' prior written notice to the Trust of
     the date of any proposed vote or other action taken to replace the Trust's
     shares; or

          (l) at the option of the Company or the Trust upon a determination by
     a majority of the Trust Board, or a majority of the disinterested Trust
     Board members, that an irreconcilable material conflict exists among the
     interests of: (1) all contractowners of variable insurance products of all
     separate accounts; or (2) the interests of the Participating Insurance
     Companies investing in the Trust as set forth in Article VII of this
     Agreement; or

          (m) at the option of the Trust in the event any of the Contracts are
     not issued or sold in accordance with applicable federal and/or state law.
     Termination will be effective immediately upon such occurrence without
     notice.

     10.2.     Notice Requirement.  No termination of this Agreement
               -------------------
will be effective unless and until the party terminating this Agreement gives
prior written notice to all other parties of its intent to terminate, which
notice will set forth the basis for the termination.

     10.3.     Effect of Termination.  Notwithstanding any termination
               ----------------------
of this Agreement, the Trust and the Distributor will, at the option of the
Company, 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, the owners of the
Existing Contracts will be permitted to reallocate investments in the Portfolios
(as in effect on such date), redeem investments in the Portfolios and/or invest
in the Portfolios upon the making of additional purchase payments under the
Existing Contracts.

     10.4.     Surviving Provisions.  Notwithstanding any termination of
               ---------------------
this Agreement, each party's obligations under Article VIII to indemnify other
parties will survive and not be affected by any termination of this Agreement.
In addition, each party's obligations under Section 12.7 will survive and not be
affected by any termination of this


                                -14-





Agreement. Finally, with respect to Existing Contracts, all provisions of this
Agreement also will survive and not be affected by any termination of this
Agreement.

ARTICLE XI.  Notices
             -------

     11.1. 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:    The GCG Trust
                         c/o Myles Tashman
                         Secretary
                         1475 Dunwoody Drive
                         West Chester, PA 19380-1479


     If to the Company:  ING Life Companies
                         ATTN: Variable Counsel
                         1290 Broadway
                         Denver, CO 80203


     If to Adviser:      Directed Services, Inc.
                         c/o Myles Tashman
                         Executive Vice President and General Counsel
                         1475 Dunwoody Drive
                         West Chester, PA 19380-1479


     If to Distributor:  ING America Equities, Inc.
                         c/o Chief Legal Officer
                         1290 Broadway
                         Denver, CO 80203-5699

ARTICLE XII.  Miscellaneous
              -------------

     12.1. All persons dealing with the Trust must look solely to the property
of the Trust for the enforcement of any claims against the Trust as neither the
directors, trustees, officers, partners, employees, agents or shareholders
assume any personal liability for obligations entered into on behalf of the
Trust. No Portfolio or series of the Trust will be liable for the obligations or
liabilities of any other Portfolio or series.

     12.2. The Trust, the Adviser and the Distributor acknowledge that the
identities of the customers of the Company or any of its affiliates
(collectively the "Company Protected Parties" for purposes of this Section
12.2), information maintained regarding those customers, and all computer
programs and procedures or other information developed or used by the Company
Protected Parties or any of their employees or agents in connection with the
Company's performance of its duties under this Agreement are the valuable
property of the Company Protected Parties. The Trust, the Adviser and the
Distributor agree that if they come into possession of any list or compilation
of the identities of or other information about the Company Protected Parties'
customers, or any other information or property of the Company Protected
Parties, other than such information as is publicly available or as may be
independently developed or compiled by the Trust, the Adviser or the Distributor
from information supplied to them by the Company Protected Parties' customers
who also maintain accounts directly with the Trust, the Adviser or the
Distributor, the Trust, the Adviser and the Distributor will hold such
information or property in confidence and refrain from using, disclosing or
distributing any of such information or other property except: (a) with the
Company's prior written consent; or (b) as required by law or judicial process.
The Company acknowledges that the identities of the customers of the Trust, the
Adviser, the Distributor or any of their affiliates (collectively the "Adviser
Protected Parties" for purposes of this Section 12.2), information maintained
regarding those customers,


                                -15-





and all computer programs and procedures or other information developed or used
by the Adviser Protected Parties or any of their employees or agents in
connection with the Trust's, the Adviser's or the Distributor's performance of
their respective duties under this Agreement are the valuable property of the
Adviser Protected Parties. The Company agrees that if it comes into possession
of any list or compilation of the identities of or other information about the
Adviser Protected Parties' customers, or any other information or property of
the Adviser Protected Parties, other than such information as is publicly
available or as may be independently developed or compiled by the Company from
information supplied to them by the Adviser Protected Parties' customers who
also maintain accounts directly with the Company, the Company will hold such
information or property in confidence and refrain from using, disclosing or
distributing any of such information or other property except: (a) with the
Trust's, the Adviser's or the Distributor's prior written consent; or (b) as
required by law or judicial process. Each party acknowledges that any breach of
the agreements in this Section 12.2 would result in immediate and irreparable
harm to the other parties for which there would be no adequate remedy at law and
agree that in the event of such a breach, the other parties will be entitled to
equitable relief by way of temporary and permanent injunctions, as well as such
other relief as any court of competent jurisdiction deems appropriate.

     12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

     12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together will constitute one and the same
instrument.

     12.5. If any provision of this Agreement will be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement will
not be affected thereby.

     12.6. This Agreement will not be assigned by any party hereto without the
prior written consent of all the parties.

     12.7. Each party to this Agreement will maintain all records required by
law, including records detailing the services it provides. Such records will be
preserved, maintained and made available to the extent required by law and in
accordance with the 1940 Act and the rules thereunder. Each party to this
Agreement will cooperate with each other party and all appropriate governmental
authorities (including without limitation the SEC, the NASD and state insurance
regulators) and will permit each other and such authorities reasonable access to
its books and records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby. Upon request by the
Trust or the Distributor, the Company agrees to promptly make copies or, if
required, originals of all records pertaining to the performance of services
under this Agreement available to the Trust or the Distributor, as the case may
be. The Trust agrees that the Company will have the right to inspect, audit and
copy all records pertaining to the performance of services under this Agreement
pursuant to the requirements of any state insurance department. Each party also
agrees to promptly notify the other parties if it experiences any difficulty in
maintaining the records in an accurate and complete manner. This provision will
survive termination of this Agreement.

     12.8. Each party represents that the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or board action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms.

     12.9. The parties to this Agreement may amend the schedules to this
Agreement from time to time to reflect changes in or relating to the Contracts,
the Accounts or the Designated Portfolios of the Trust or other applicable terms
of this Agreement.

     12.10. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights.

     12.11. If Trust is a Massachusetts Business Trust - The parties to this
Agreement acknowledge and agree that all liabilities of the Trust arising,
directly or indirectly, under this agreement, will be satisfied solely out of
the


                                -16-





assets of the Trust and that no trustee, officer, agent or holder of shares
of beneficial interest of the Trust will be personally liable for any such
liabilities.



                                 -17-





     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:  /s/ Jim Livingston

                                    Title:  Executive Vice President

                                    Date:  May 1, 2001


                                    THE GCG TRUST:

                                    By:  Marilyn Talman

                                    Title:  Vice President & Assistant Sec'y

                                    Date:  April 30, 2001


                                    DIRECTED SERVICES, INC :

                                    By:  Marilyn Talman

                                    Title: Vice President & Assistant Sec'y

                                    Date:  April 30, 2001


                                    ING AMERICA EQUITIES, INC.

                                    By:  Anna M. Kautzman

                                    Title:  Chief Legal Officer

                                    Date:  May 1, 2001





                                 -18-






                               SCHEDULE A
                 SECURITY LIFE OF DENVER INSURANCE COMPANY
                    CONTRACTS AND SEPARATE ACCOUNT(S)



SEPARATE ACCOUNT(S):

                    Security Life of Denver Insurance
                    Company Separate Account L1


CONTRACT(S):

                    Asset Portfolio Manager Variable Universal Life
                    Corporate Benefits Variable Universal Life
                    Estate Designer Variable Universal Life
                    FirstLine Variable Universal Life
                    FirstLine II Variable Universal Life
                    Strategic Advantage Variable Universal Life
                    Strategic Advantage II Variable Universal Life
                    Strategic Benefit Variable Universal Life
                    Variable Survivorship Variable Universal Life



                                -A1-






                                   SCHEDULE B
                                  THE GCG TRUST
                              DESIGNATED PORTFOLIOS

PORTFOLIOS:
               Equity Income Series
               Fully Managed Series
               Limited Maturity Bond Series
               Hard Assets Series
               Real Estate Series
               Liquid Asset Series
               Capital Appreciation Series
               Rising Dividends Series
               Emerging Markets Series
               Value Equity Series
               Strategic Equity Series
               Small Cap Series Mid-Cap Growth Series
               Total Return Series
               Research Series
               Capital Growth Series
               Growth Series
               Global Fixed Income Series
               Developing World Series
               All Cap Series
               Investors Series
               Managed Global Series
               Large Cap Value Series
               International Series





                                    -B1-

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

Exhibit 1.A(8)(a)(x)

PARTICIPATION AGREEMENT

Among

PILGRIM VARIABLE PRODUCTS TRUST

and

SECURITY LIFE OF DENVER INSURANCE COMPANY

and

ING PILGRIM SECURITIES, INC.

THIS AGREEMENT, made and entered into as of this 1^st day of May, 2001, among SECURITY LIFE OF DENVER INSURANCE COMPANY (the "Company"), a life insurance company organized under the laws of Colorado, on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PILGRIM VARIABLE PRODUCTS TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ING PILGRIM SECURITIES, INC. (the "Distributor"), a corporation organized under the laws of the State of Delaware.

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 "Contracts") to be offered by insurance companies which have entered into Participation Agreements with the Trust and the Distributor (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 may rely on an order ("ING Variable Insurance Trust, et al., Investment Company Act Rel. No. 24439 (May 3, 2000)) from the Securities and Exchange Commission ("SEC"), 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 Company has registered or will register certain of the Contracts under the 1933 Act, the 1940 Act and applicable state securities and insurance law; and

WHEREAS, the Company represents herein that each Account is a duly organized, validly existing separate account, which was established by resolution of the Board of Directors of the Company, on the dates shown for such Accounts on Schedule A hereto, to set aside and invest assets attributable to one or more of the Contracts; and

WHEREAS, the Company has registered or will register the Accounts (except those Accounts for which no such registration is required) as unit investment trusts under the 1940 Act; and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC 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 Company intends to purchase shares in certain Funds ("Authorized Funds") on behalf of each Account to fund certain of the Contracts and the Distributor 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 Company, the Trust and the Distributor agree as follows:

ARTICLE I
Sale of Trust Shares

1.1. The Distributor agrees, subject to the Trust's rights under Section 1.2 and otherwise under this Agreement, to sell to the Company 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 Company shall be the designee of the Trust for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such order by 10:00 a.m., Eastern time, on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange ("NYSE") is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC. 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 Company and its Accounts on those days on which the Trust calculates its net asset value pursuant to the rules of the SEC and the Trust shall use reasonable efforts to calculate such net asset value on each day the NYSE is open for trading. Notwithstanding the foregoing, the Trustees of the Trust (the "Trustees") may refuse to sell shares of any Authorized Fund to the Company or any other person, or suspend or terminate the offering of shares of any Authorized 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 Distributor agree that shares of the Trust will be sold only to Participating Insurance Companies and their separate accounts and other persons who are permissible investors consistent with the Accounts meeting the requirements of Treas. Reg. 1.817-5.

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 Company shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such request for redemption by 10:00 a.m., Eastern time, on the next following Business Day.

1.5. The Company shall purchase and redeem the shares of Authorized Funds offered by the then-current prospectus and statement of additional information ("SAI") of the Trust in accordance with the provisions of such prospectus and SAI.

1.6. The Company 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 Article I 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 Company or to any Account. Shares ordered from the Trust will be recorded as instructed by the Company to the Distributor in an appropriate title for each Account or the appropriate sub-account of each Account.

1.8. The Distributor shall furnish prompt notice (by wire or telephone, followed by written confirmation) to the Company of the declaration of any income, dividends or capital gain distributions payable on the Trust's shares. The Company hereby elects to receive all such income dividends and capital gain distributions as are payable on the Authorized Fund shares in additional shares of that Authorized Fund. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Distributor shall notify the Company of the number of shares so issued as payment of such dividends and distributions.

1.9. The Distributor shall make the net asset value per share for each Authorized Fund available to the Company 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 Distributor shall use its reasonable best efforts to make such net asset value per share available by 6:00 p.m., Eastern time, but in no event later than 7:00 p.m., Eastern time, each Business Day.

1.10. Any error in the calculation of the net asset value, dividend and capital gain information greater than or equal to $0.01 per share of the Trust's shares, shall be reported immediately upon discovery to the Company. Any error of a lesser amount shall be corrected in the next Business Day's net asset value per share for the Trust. Any such notice will state for each day for which an error occurred the incorrect price, the correct price and, to the extent communicated to the Trust's shareholders, the reason for the price change. The Company may send this notice or a derivation thereof (so long as such derivation is approved in advance by the Distributor) to contract owners or participants whose accounts are affected by the price change. The parties will negotiate in good faith to develop a reasonable method for effecting such adjustments. The Trust shall provide the Company, on behalf of the Account or the appropriate subaccount of each Account, with a prompt adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value.

For purposes of this Section 1.10, the Trust or the Distributor shall be liable to the Company for any amount the Company is required to pay to Contract owners or participants due to (i) an incorrect calculation of a Fund's daily net asset value, dividend rate, or capital gain distribution rate, in accordance with the Trust's procedures or (ii) incorrect or late reporting of the daily net asset value or capital gain distribution rate of an Authorized Fund, in accordance with the Trust's procedures, upon written notification by the Company, with supporting data, to the Trust, provided, however, that neither the Trust nor the Distributor shall be liable for any information provided to the Company pursuant to this Agreement which information is based on inaccurate information supplied by the Company to the Trust or any of its affiliates, or for any incorrect or late reporting because of acts of God or systems or mechanical failures over which the Trust, or the Distributor or the investment adviser to the Trust have no reasonable control; and provided further that the Distributor and Officers of the Trust shall in good faith discuss with the Company the bearing of any expenses described in (i) and (ii) above for which the Trust or Distributor are not liable under this provision. In addition, the Trust or the Distributor shall be liable to the Company for systems and out of pocket costs incurred by the Company in making a Contract owner's or a participant's account whole, if such costs or expenses are a result of the Trust's failure to provide timely or correct net asset values, dividend and capital gains or financial information, and if such information is not corrected by 4pm EST of the next business day after releasing such incorrect information. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner's or a participant's account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.

1.11. The parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's Fund/SERV system in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.

ARTICLE II
Representations and Warranties

2.1. The Company represents and warrants that

1. at all times during the term of this Agreement, the Contracts are or will be registered (except those Contracts which are not registered because they are properly exempt from registration under the 1933 Act or will be offered exclusively in transactions that are properly exempt from registration under the 1933 Act) under the 1933 Act and the 1940 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 Company further represents and warrants that it 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 (except those Accounts which have not been registered in proper reliance upon an exclusion from registration under the 1940 Act) as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts;
2. 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; and
3. all notices to the Trust of the purchase and/or redemption of Trust shares by each Account shall be accurate.

2.2. The Trust represents and warrants that

1. 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 Company 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 Distributor in connection with their sale by the Trust to the Company and only as required by Section 2.4;
2. each Authorized Fund is currently qualified as a Regulated Investment Company under Subchapter M of the Code, and that the Trust will use its best efforts to maintain such qualification (under Subchapter M or any successor provision) and that it will notify the Company immediately upon having a reasonable basis for believing that an Authorized Fund has ceased to so qualify or that it might not so qualify in the future; and
3. the Trust 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 Distributor 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 Distributor 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 sale of shares directly to the Company through the Distributor. The Trust shall not be responsible, and the Company shall take full responsibility, for determining any jurisdiction in which any qualification or registration of Trust shares or the Trust by the Trust may be required in connection with the sale of the Contracts or the indirect interest of any Contract in any shares of the Trust and advising the Trust thereof at such time and in such manner as is necessary to permit the Trust to comply.

2.5. The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states.

2.6 The Trust and the Distributor represent and warrant that all of their trustees, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Trust are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

ARTICLE III
Prospectuses and Proxy Statements; Voting

3.1. The Trust shall provide the Company with a sufficient quantity of its prospectus, SAI and any supplements to any of these materials once each year (or more frequently if these materials are amended), to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Trust shall provide the Company with a sufficient quantity of its proxy materials that are required to be sent to Contract owners or participants. In lieu of the Trust providing the Company with printed copies of its prospectus, SAI, supplements and proxy materials, the Company shall have the right to request that the Trust transmit a copy of such materials in an electronic format (camera-ready copy), which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Contract owners or participants.

3.2. The Trust's prospectus shall state that the SAI for the Trust is available from the Trust, and the Trust shall provide the SAI free of charge to any owner of a Contract or to any prospective Contract owner who requests the SAI. Distributor and Trust, as appropriate, agree to provide to Company with as many copies of the SAI as reasonably requested by Company.

3.3. The Trust, at its expense, shall provide the Company with copies of its reports to shareholders, proxy material and other communications to shareholders in such quantity as the Company shall reasonably require for distribution to the Contract owners or participants. The Company shall respond to requests for documents regarding the Trust in a manner that is consistent with SEC rules, including, but not limited to, Item 1(b) of Form N-1A, which requires requested documents to be sent within three (3) business days from the date of request.

3.4. The Company shall vote all Trust shares as required by law and the Mixed and Shared Funding Exemptive Order. The Company reserves 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 Company 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 Mixed and Shared Funding Exemptive Order.

3.5. The Trust will comply with all applicable provisions of the 1940 Act requiring voting by shareholders.

ARTICLE IV
Sales Material and Information

4.1. Without limiting the scope or effect of Section 4.2 hereof, the Company shall furnish, or shall cause to be furnished, to the Distributor each piece of sales literature or other promotional material (as defined hereafter) in which the Trust, its investment adviser or the Distributor is named at least 15 days prior to its use. No such material shall be used if the Distributor objects to such use within five (5) Business Days after receipt of such material.

4.2. The Company 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 Distributor, except with the written permission of the Trust or the Distributor or the designee of either or as is required by law.

4.3. The Distributor or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material prepared by the Distributor in which the Company and/or the Company's Account is named at least 15 days prior to its use. No such material shall be used if the Company or its designee object to such use within five (5) Business Days after receipt of such material.

4.4. Neither the Trust nor the Distributor shall give any information or make any representations on behalf of the Company or concerning the Company, 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 Company for distribution to Contract owners or participants, or in sales literature or other promotional material approved by the Company or its designee, except with the written permission of the Company 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.

4.6 The Trust will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, notices and exemptive orders related to applications for exemptive relief from the requirements of the federal securities laws, and all amendments to any of the above, that relate to the Trust or its shares, promptly after the filing of such document with the SEC, the NASD or other regulatory authority.

4.7 The Company will provide to the Trust at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, notices and exemptive orders related to applications for exemptive relief from the requirements of the federal securities laws, and all amendments to any of the above, that relate to the Trust or its shares, promptly after the filing of such document with the SEC, the NASD, or other regulatory authority.

ARTICLE V
Fees and Expenses

5.1. If the Trust or any Authorized Fund adopts and implements a plan pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses, subject to obtaining any required exemptive orders or other regulatory approvals, the Trust or Distributor may make payments to the Company or to the underwriter for the Account if and in such amounts agreed to by the parties in writing.

5.2. All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust to the extent permitted by law. 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, including postage.

5.3. The Trust shall pay for the cost of typesetting and printing periodic fund reports to shareholders, prospectuses, prospectus supplements, statements of additional information and other materials that are required by law to be sent to Contract owners or participants, as well as the cost of distributing such materials. The Company shall pay for the cost of printing the Trust's prospectuses and statements of additional information and for the distribution thereof for prospective Contract owners or participants. Each party shall be provided with such supporting data as may reasonably be requested for determining expenses under this Article V.

ARTICLE VI
Diversification

6.1 The Trust will invest its assets 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 requirements of Treasury Reg. §1.817-5(b)(1) or (2). In the event of a breach of this Article VI by the Trust, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

ARTICLE VII
Potential Conflicts

7.1. The Trustees will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the Contract owners or participants 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 laws 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 Authorized Fund are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or participants; or (f) a decision by an insurer to disregard the voting instructions of Contract owners or participants. The Trust shall promptly inform the Company if the Trustees determine that a material irreconcilable conflict exists and the implications thereof.

7.2. The Company will report any potential or existing conflicts of which it is aware to the Trustees. The Company will assist the Trustees in carrying out their responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Trustees with all information reasonably necessary for the Trustees to consider any issues raised. This responsibility includes, but is not limited to, an obligation by the Company to inform the Trustees whenever Contract owner voting instructions are disregarded.

7.3. If it is determined by a majority of the Trustees, or a majority of the disinterested Trustees, that a material irreconcilable conflict exists, the Company shall to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take, at the Company's expense (but only if the Trustees determine that the Company is responsible for causing or creating said conflict, said conflict is caused by operation of law or said conflict is the result of some other cause outside the control of the Trust or any of the Participating Insurance Companies), 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 Authorized Fund thereof and reinvesting such assets in a different investment medium, including (but not limited to) another series of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners or participants and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners or participants, life insurance contract owners or participants, or variable contract owners or participants of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Contract owners or participants the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.

7.4. If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the 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 Distributor 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 the Company for the purchase (and redemption) of shares of the Trust.

7.5. If a material irreconcilable conflict arises because of a particular state insurance regulator's decision applicable to the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, then the 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 Distributor and Trust shall, to the extent permitted by law and any exemptive relief previously granted to the Trust, continue to accept and implement orders by that Company for the purchase (and redemption) of shares of the Trust. No charge or penalty will be imposed as a result of such withdrawal.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested Trustees shall determine whether any proposed action adequately remedies any material irreconcilable conflict. Neither the Trust nor the Distributor shall be required to establish a new funding medium for the Contracts, nor shall the Company be required to do so, if an offer to do so has been declined by vote of a majority of Contract owners or participants 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 Company 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 Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested Trustees. No charge or penalty will be imposed as a result of such withdrawal.

7.7. The responsibility to take remedial action in the event of the Trustees' determination of a material irreconcilable conflict and the obligation of the Company set forth in this Article VII shall be carried out with a view only to the interests of Contract owners or participants.

7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions materially different from those contained in the Mixed and Shared Funding Exemptive Order, then (a) the Trust and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

7.9. The Company has 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 Company.

ARTICLE VIII
Indemnification

8.1. Indemnification by the Company

8.1. (a). The Company shall indemnify and hold harmless the Trust, the Distributor and ING Pilgrim Investments, LLC (the "Adviser"), and each of the Trustees, directors of the Distributor or the Adviser, officers, employees or agents of the Trust, the Distributor or the Adviser, and each person, if any, who controls the Trust, Adviser or the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company which consent may not be unreasonably withheld) or litigation expenses (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:

1. 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 SAI 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 Company by or on behalf of the Trust for use in the registration statement, prospectus or SAI 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
2. 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 Company, or persons under its control) or wrongful conduct of the Company or its agents or employees or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or
3. 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 Distributor by or on behalf of the Company; or
4. arise out of or result from any breach of any material representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1. (b) The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party to the extent such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, whichever is applicable.

8.1. (c) The Company 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 Company 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 Company of any such claim shall not relieve the Company 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 Company shall be entitled to participate, at the Company's expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Company to such Indemnified Party of the Company'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 Company will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

8.1. (d) The Distributor shall promptly notify the Company of the commencement of any litigation or proceedings against the Trust or the Distributor in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust.

8.1. (e) The provisions of this Section 8.1 shall survive any termination of this Agreement.

8.2. Indemnification by the Distributor

8.2. (a) The Distributor shall indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and any director, officer, employee or agent of the foregoing (collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor which consent may not be unreasonably withheld) or litigation expenses (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:

1. arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a registration statement, prospectus, or SAI for the Trust or the sales literature for the Trust prepared by the Trust or Distributor (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 Distributor or Trust by or on behalf of the Company 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
2. arise out of or as a result of written statements or representations (other than statements or representations contained in the registration statement, prospectus, SAI or sales literature for the Contracts not supplied by the Distributor or persons under its control) of the Distributor or persons under its control, with respect to the sale or distribution of the Contracts or Trust shares; or
3. arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, SAI 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 Company by or on behalf of the Distributor; or
4. arise out of or result from any breach of any material representation and/or warranty made by the Distributor or the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor or the Trust; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2. (b) The Distributor 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 the Company or the Account, whichever is applicable.

8.2. (c) The Distributor 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 Distributor 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 Distributor of any such claim shall not relieve the Distributor 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 Distributor will be entitled to participate, at its own expense, in the defense thereof. The Distributor also shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnified Party named in the action. After notice from the Distributor to such Indemnified Party of the Distributor'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 Distributor will not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party independently in connection with the defense thereof other than reasonable costs of investigation.

8.2. (d) The Company shall promptly notify the Distributor, the Adviser, and the Trust of the commencement of any litigation or proceedings against it or any of its officers or directors, in connection with the issuance or sale of the Contracts or the operation of each Account.

8.2. (e) The provisions of this Section 8.2 shall survive any termination of this Agreement.

ARTICLE IX
Applicable Law

9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Delaware.

9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X
Termination

10.1. This Agreement shall terminate:

1. at the option of any party, with respect to some or all of the Authorized Funds, upon sixty (60) days' advance written notice to the other parties; or
2. at the option of the Trust or the Distributor in the event that formal administrative proceedings are instituted against the Company by the NASD, the SEC, any State Insurance Commissioner or any other regulatory body regarding the Company's 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 Distributor 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 Company to perform its obligations under this Agreement; or
3. at the option of the Company in the event that formal administrative proceedings are instituted against the Trust or Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body in respect of the sale of shares of the Trust to the Company, provided, however, that the Company 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 Distributor to perform its obligations under this Agreement; or
4. with respect to any Account, upon requisite vote of the Contract owners or participants having an interest in such Account (or any subaccount) to substitute the shares of another investment company for the corresponding Authorized Fund shares of the Trust in accordance with the terms of the Contracts for which those Authorized Fund shares had been selected to serve as the underlying investment media. The Company will give 30 days' prior written notice to the Trust of the date of any proposed vote to replace the Trust's shares;
5. with respect to any Authorized Fund, upon 30 days' advance written notice from the Distributor to the Company, upon a decision by the Distributor to cease offering shares of the Trust for sale; or
6. at the option of any party to this Agreement, upon written notice to the other parties, upon another party's material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice.

10.2. It is understood and agreed that the right of any party hereto to terminate this Agreement pursuant to Section 10.1 (a) may be exercised for any reason or for no reason.

10.3. No termination of this Agreement shall be effective unless and until the party terminating this Agreement gives prior written notice to all other parties to this Agreement of its intent to terminate, which notice shall set forth the basis for such termination. Such prior written notice shall be given in advance of the effective date of termination as required by this Article X.

10.4. Notwithstanding any termination of this Agreement, subject to Sections 1.2 and 10.5 of this Agreement, the Trust and the Distributor shall, at the option of the Company, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect as of the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, subject to Sections 1.2 and 10.5 of this Agreement, the owners or participants of the Existing Contracts shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.4 shall not apply to any termination under Article VII and the effect of such Article VII termination shall be governed by Article VII of this Agreement.

10.5. If any party terminates this Agreement with respect to any Authorized Fund pursuant to the provisions under Article X, the Agreement shall nevertheless continue in effect as to any shares of the Trust that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of (a) the date as of which an Account no longer owns shares of the affected Authorized Fund or (b) the date (the "Final Termination Date") as of 180 days following the Initial Termination Date, or, at the Distributor's option, such later date as is necessary for the Company to obtain a substitution order from the SEC, the application for which the Company will diligently pursue.

10.6. The Company shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to the Company's assets held in either Account) except (i) as necessary to implement Contract owner or participant 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 Company will promptly furnish to the Trust and the Distributor an opinion of counsel for the Company, 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 Sections 1.2 and 10.5 of this Agreement, the Company shall not prevent Contract owners or participants from allocating payments to an Authorized Fund that was otherwise available under the Contracts without first giving the Trust or the Distributor 90 days' written notice of its intention to do so.

ARTICLE XI
Notices

Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to the Trust:
     Pilgrim Variable Products Trust
     7337 East Doubletree Ranch Road
     Scottsdale, AZ 85258-2034
     Attn: Kimberly A. Anderson

If to the Distributor:
     ING Pilgrim Securities, Inc.
     7337 East Doubletree Ranch Road
     Scottsdale, AZ 85258-2034
     Attn: Kimberly A. Anderson

If to the Company:
     ING Life Companies
     1290 Broadway
     Denver, CO 80203
     Attn: Variable Counsel

ARTICLE XII
Miscellaneous

12.1. A copy of the Agreement and Declaration of Trust is on file with the Secretary of State of the State of 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 VI, are not binding upon any of the Trustees or shareholders individually but binding only upon the assets and property of the Trust.

12.2. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.3. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

12.4. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

12.5. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the Securities and Exchange Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

12.6. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

12.7. Notwithstanding any other provision of this Agreement, the obligations of the Trust and the Distributor 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/ Lawrence D. Taylor
Name: Lawrence D. Taylor
Title: Senior Vice President, Product Management Group

PILGRIM VARIABLE PRODUCTS TRUST
By its authorized officer,

/s/ Kimberly Anderson
Name: Kimberly Anderson
Title: Assistant Vice President, Legal Administration

ING PILGRIM SECURITIES, INC.
By its authorized officer,

/s/ Michael Roland
Name: Michael Roland
Title: Senior Vice President and CFO

Schedule A

Contracts and Separate Accounts

Separate Account L1
(November 3, 1993) FirstLine Variable Universal Life
FirstLine II Variable Universal Life
Strategic Advantage Variable Universal Life
Strategic Advantage II Variable Universal Life
Variable Survivorship Universal Life
Corporate Benefits Variable Universal Life
Estate Designer Variable Universal Life
Asset Portfolio Manager Variable Universal Life

Schedule B

PILGRIM VARIABLE PRODUCTS TRUST

Authorized Funds

     Pilgrim VP MagnaCap Portfolio - Class R Shares
     Pilgrim VP Research Enhanced Index Portfolio - Class R Shares
     Pilgrim VP Growth Opportunities Portfolio - Class R Shares
     Pilgrim VP MidCap Opportunities Portfolio - Class R Shares
     Pilgrim VP Growth + Value Portfolio - Class R Shares
     Pilgrim VP SmallCap Opportunities Portfolio - Class R Shares
     Pilgrim VP International Value Portfolio - Class R Shares
     Pilgrim VP High Yield Bond Portfolio - Class R Shares

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

Exhibit 1.A(8)(a)(xii)

PARTICIPATION AGREEMENT

AMONG

PORTFOLIO PARTNERS, INC.,

AETNA LIFE INSURANCE AND ANNUITY COMPANY,

AETNA INVESTMENT SERVICES, LLC

AND

SECURITY LIFE OF DENVER INSURANCE COMPANY

THIS AGREEMENT, dated as of the        day of                , 2001, by and among Portfolio Partners, Inc. (the “Fund”), a management investment company organized under the laws of the State of Maryland, Aetna Life Insurance and Annuity Company, a life insurance company organized under the laws of the State of Connecticut, referred to herein as the “Adviser” in its capacity as investment adviser to the Fund, Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado, referred to herein as the “Company” in its capacity as the issuer of variable annuity and/or variable life insurance contracts, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”) and Aetna Investment Services, LLC (the “Distributor”), a limited liability company organized under the laws of the State of Delaware.

WHEREAS, the Fund engages in business as an open-end management investment company and is available to act as the investment vehicle for (a) separate accounts established for variable life insurance and variable annuity contracts (the “Variable Insurance Products”) to be offered by insurance companies which have entered into participation agreements with the Fund, Adviser and Distributor (“Participating Insurance Companies”); and (b) qualified pension and retirement plans held outside the separate account context which meet the definition of retirement plans under Section 401, 404 and 457 of the Internal Revenue Code and custodial accounts under Section 403(b)(7) and 408 of the Internal Revenue Code (collectively referred to herein as “Qualified Plans” or “Qualified Plan”).

WHEREAS, the shares of common stock of the Fund are divided into several series of shares, each designated a “Portfolio” and representing the interest in a particular managed portfolio of securities and other assets, and each Portfolio is comprised of one or more classes of shares currently consisting of the Initial Class, Adviser Class and Service Class;

WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission (the “SEC”) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of sections 9(a), 13(a),

1

15(a), and 15(b) of the Investment Company Act of 1940, as amended, (the “1940 Act”) and Rules 6e-2(b)(15) and 6e3(T)(b)(15) thereunder, if and to the extent necessary to permit shares of the Fund to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies, certain investment advisers and qualified pension and retirement plans, (the “Mixed and Shared Funding Exemptive Order”) and the parties to this Agreement agree to comply with the conditions or undertakings specified in the Mixed and Shared Funding Exemptive Order to the extent applicable to each such party;

WHEREAS, the Fund is registered as an open-end management investment company under the 1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Adviser, which serves as investment adviser to the Designated Portfolios (as hereinafter defined) of the Fund, is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended;

WHEREAS, the Company has registered or will register certain variable annuity and/or life contracts (the “Contracts”) under the 1933 Act (except for those Contracts for which no registration is required);

WHEREAS, the Account is a duly organized, validly existing segregated asset account, established by the Company under the insurance laws of the State of Colorado, to set aside and invest assets attributable to the Contracts;

WHEREAS, the Company has registered the Account as a unit investment trust under the 1940 Act (except for those Accounts for which no registration is required);

WHEREAS, the Company has issued or will issue certain variable life insurance and/or variable annuity contracts supported wholly or partially by the Account (the “Contracts”);

WHEREAS, the Distributor, which serves as distributor to the Fund, is registered as a broker dealer with the SEC 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 Company intends to purchase shares in the Portfolios listed in Schedule B hereto, as it may be amended from time to time by mutual written agreement (the “Designated Portfolios”) on behalf of the Account to fund the aforesaid Contracts and the Distributor is authorized to sell such shares to the Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund, the Adviser, and the Distributor agree as follows:

2

ARTICLE I.

SALE OF FUND SHARES

1.1.  The Fund agrees to sell to the Company those shares of the Designated Portfolios that each Account or the appropriate subaccount of each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of the order for the shares of the Fund. For purposes of this Section 1.1, the Company will be the designee of the Fund for receipt of such orders from each Account or the appropriate subaccount of each Account and receipt by such designee will constitute receipt by the Fund; provided that the Fund receives notice of such order by 9:00 a.m. Eastern Time on the next following business day (“T+1”). “Business Day” will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC.

1.2  The Company will pay for Fund shares on T+1 that an order to purchase Fund shares is made in accordance with Section 1.1 above. Payment will be in federal funds transmitted by wire. This wire transfer will occur by 4:00 p.m. Eastern Time.

1.3  The Fund agrees to make shares of the Designated Portfolios available indefinitely for purchase at the applicable net asset value per share by Participating Insurance Companies and their separate accounts on those days on which the Fund calculates its Designated Portfolio net asset value pursuant to rules of the SEC and the Fund shall use reasonable efforts to calculate such net asset value on each day the New York Stock Exchange is open for trading; provided, however, that the Board of Directors of the Fund (the “Fund Board”) may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund Board, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

1.4  On each Business Day on which the Fund calculates its net asset value, the Company will aggregate and calculate the net purchase or redemption orders for each Account or the appropriate subaccount of each Account maintained by the Fund in which contractowner or participant assets are invested. Net orders will only reflect orders that the Company has received prior to the close of regular trading on the New York Stock Exchange, Inc. (the “NYSE”) (currently 4:00 p.m., Eastern time) on that Business Day. Orders that the Company has received after the close of regular trading on the NYSE will be treated as though received on the next Business Day. Each communication of orders by the Company will constitute a representation that such orders were received by it prior to the close of regular trading on the NYSE on the Business Day on which the purchase or redemption order is priced in accordance with Rule 22c-1 under the 1940 Act. Other procedures relating to the handling of orders will be in accordance with the prospectus and statement of information of the relevant Designated Portfolio or with oral or written instructions that the Distributor or the Fund will forward to the Company from time to time.

3

1.5  The Fund agrees that shares of the Fund will be sold only to Participating Insurance Companies and their separate accounts, qualified pension and retirement plans or such other persons as are permitted under applicable provisions of the Internal Revenue Code of 1986, as amended, (the “Internal Revenue Code”), and regulations promulgated thereunder, the sale to which will not impair the tax treatment currently afforded the Contracts. No shares of any Portfolio will be sold to the general public except as set forth in this Section 1.5.

1.6  The Fund agrees to redeem for cash, upon the Company’s request, any full or fractional shares of the Fund held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its agent of the request for redemption. For purposes of this Section 1.6, the Company will be the designee of the Fund for receipt of requests for redemption from each Account or the appropriate subaccount of each Account and receipt by such designee will constitute receipt by the Fund, provided the Fund receives notice of request for redemption by 9:00 a.m. Eastern Time on the next following Business Day. Payment will be in federal funds transmitted by wire to the Company’s account as designated by the Company in writing from time to time, by 4 p.m. on the same Business Day the Fund receives notice of the redemption order from the Company. The Fund reserves the right to delay payment of redemption proceeds, but in no event may such payment be delayed longer than the period permitted by the 1940 Act. The Fund will not bear any responsibility whatsoever for the proper disbursement or crediting of redemption proceeds; the Company alone will be responsible for such action. If notification of redemption is received after 10:00 a.m. Eastern Time, payment for redeemed shares will be made on the next following Business Day.

1.7  The Company agrees to purchase and redeem the shares of the Designated Portfolios offered by the then current prospectus and statement of additional information (SAI) of the Fund in accordance with the provisions of such prospectus and SAI.

1.8  Issuance and transfer of the Fund’s shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Purchase and redemption orders for Fund shares will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.

1.9  The Fund will furnish same day notice (by electronic transmission or telecopier) to the Company of the declaration of any income, dividends or capital gain distributions payable on each Designated Portfolio’s shares. The Company hereby elects to receive all such dividends and distributions as are payable on the Designated Portfolio shares in the form of additional shares of that Designated Portfolio. The Fund will notify the Company of the number of shares so issued as payment of such dividends and distributions. The Company reserves the right to revoke this election upon reasonable prior notice to the Fund and to receive all such dividends and distributions in cash.

1.10  The Fund will make the net asset value per share for each Designated Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated and will use its best efforts to make such net asset value per share available by 6:30 p.m., Eastern Time, but in no event later than 7:00 p.m., Eastern Time, each Business Day.

4

1.11  For purposes of Articles 1 and 4, the Fund or the Adviser shall be liable to the Company for any amount the Company is required to pay to contractowners or participants due to (i) an in correct calculation of a Fund’s daily net asset value, dividend rate, or capital gain distribution rate or (ii) incorrect or late reporting of the daily net asset value, capital gain distribution rate of a Fund, upon written notification by the Company, with supporting data, to the Adviser. In addition, the Fund or the Adviser shall be liable to the Company for systems and out of pocket costs incurred by the Company in making a contractowner’s or participant’s account whole, if such costs or expenses are a result of the Fund’s failure to provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4 p.m. EST of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a contractowner’s or participant’s account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.

1.12

(a)  The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Fund’s shares may be sold to other insurance companies (subject to Section 1.6 hereof) and the cash value of the Contracts may be invested in other investment companies, provided, however, that until this Agreement is terminated pursuant to Article X, the Company shall promote the Designated Portfolios on the same basis as other funding vehicles available under the Contracts and funding vehicles other than those listed on Schedule B to this Agreement may be available for the investment of the cash value of the Contracts.

(b)  The Company shall not, without prior notice to the Adviser and the Distributor (unless otherwise required by applicable law), take any action to operate the Account as a management investment company under the 1940 Act.

(c)   The Company shall not, without prior notice to the Adviser and the Distributor (unless otherwise required by applicable law), induce contractowners or participants to change or modify the Fund or change the Fund’s distributor or investment adviser.

(d)  The Company shall not, without prior notice to the Fund, induce contractowners or participants to vote on any matter submitted for consideration by the shareholders of the Fund in a manner other than as recommended by the Fund Board.

1.13  In lieu of the applicable provisions set forth in Article 1 above, the parties may agree to provide pricing information, execute orders and wire payments for purchases and redemptions through National Securities Clearing Corporation’s Fund/SERV system in which case such activities will be governed by the provisions set forth in an Exhibit to this Agreement.

Article II.

REPRESENTATIONS AND WARRANTIES

5

2.1.  The Company represents and warrants that the Contracts are or will be registered under the 1933 Act (except those Contracts which are not registered because they are properly exempt from registration under the 1933 Act) and that the Contracts will be issued and sold in compliance with all applicable federal and state laws, including state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account as a separate account under applicable state law and has registered the Account as a unit investment trust in accordance with the provisions of the 1940 Act (except to the extent that such registration is not required) to serve as a segregated investment account for the Contracts, and that it will maintain such registration for so long as any Contracts are outstanding. The Company will amend the registration statement under the 1933 Act for the Contracts and the registration statement under the 1940 Act for the Account from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company will register and qualify the Contracts for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company.

2.2.  The Company represents that the Contracts are currently and at the time of issuance will to treated as endowment, annuity or life insurance contracts under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment and that it will notify the Fund and the Adviser immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.3.  The Fund represents and warrants that Fund shares of the Designated Portfolios sold pursuant to this Agreement will be registered under the 1933 Act and duly authorized for issuance in accordance with applicable law and that the Fund is and will remain registered under the 1940 Act for as long as such shares of the Designated Portfolios are outstanding. The Fund will 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 Fund will register and qualify the shares of the Designated Portfolios for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Fund.

2.4.  The Fund represents that it is currently qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

2.5.  The Fund represents and warrants that in performing the services described in this Agreement, the Fund will comply with all applicable laws, rules and regulations. The Fund makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies, objectives and restrictions) complies with the insurance laws and regulations of any state. The Fund and the Distributor agree that upon request they will use their best efforts to furnish the information required by state insurance laws so that the Company can obtain the authority needed to issue the Contracts in the various states.

6

2.6.  The Adviser Class Shares of each Portfolio are subject to a distribution fee, payable to the Distributor pursuant to a Rule 12b-1 Plan adopted for the Adviser Class in accordance with the 1940 Act. The Rule 12b-1 Plan permits the Distributor to enter into distribution services agreements with and pay, on behalf of each Adviser Class Portfolio, compensation to certain securities dealers, brokers, financial institutions or other industry professionals (“Service Organizations”) for providing distribution assistance.

The Adviser Class and Service Class Shares of each Portfolio are subject to a shareholder servicing fee payable to Service Organizations pursuant to Shareholder Servicing Plans adopted for the Adviser and Service Classes. The Fund may enter into shareholder servicing agreements and pay, on behalf of each Adviser and Service Class Portfolio, compensation to Service Organizations for providing administrative support services to shareholders.

The Initial Class is not currently subject to a distribution or shareholder servicing fee.

2.7.  The Distributor represents and warrants that it will distribute the Fund shares of the Designated Portfolios in accordance with all applicable federal and state securities laws including, without limitation, the 1933 Act, the 1934 Act and the 1940 Act.

2.8.  The Fund represents that it is lawfully organized and validly existing under the laws of the State of Maryland and that it does and will comply in all material respects with applicable provisions of the 1940 Act.

2.9.  The Distributor represents and warrants that it is and will remain duly registered under all applicable federal and state securities laws and that it will perform its obligations for the Fund in accordance in all material respects with any applicable state and federal securities laws.

2.10.  The Fund and the Distributor represent and warrant that all of their directors, officers, employees, investment advisers, and other individuals/entities having access to the funds and/or securities of the Fund are and continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Fund in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond includes coverage for larceny and embezzlement and is issued by a reputable bonding company.

ARTICLE III.

PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1.  The Fund or the Distributor will provide the Company, at the Company’s expense, with as many copies of the current Fund prospectus for the Designated Portfolios as the Company may reasonably request for distribution to prospective contractowners, participants and applicants. The Fund or the Distributor will provide, at the Fund’s or its affiliate’s expense, as many copies of said prospectus as necessary for distribution to existing contractowners or participants. The Fund or the Distributor will provide the copies of said prospectus to the Company or to its mailing agent. If requested by the Company in lieu thereof, the Fund or the

7

Distributor will provide such documentation, including a computer diskette or a final copy of a current prospectus set in type at the Fund’s or its affiliate’s expense, and such other assistance as is reasonably necessary in order for the Company at least annually (or more frequently if the Fund prospectus is amended more frequently) to have the Fund’s prospectus and the prospectuses of other mutual funds in which assets attributable to the Contracts may be invested printed together in one document, in which case the Fund or its affiliate will bear its reasonable share of expenses as described above, allocated based on the proportionate number of pages of the Fund’s and other fund’s respective portions of the document.

3.2.  The Fund or the Distributor will provide the Company, at the Company’s expense, with as many copies of the statement of additional information as the Company may reasonably request for distribution to prospective contractowners, participants and applicants. The Fund or the Distributor will provide, at the Fund’s or its affiliate’s expense, as many copies of said statement of additional information as necessary for distribution to any existing contractowner or participant who requests such statement or whenever state or federal law otherwise requires that such statement be provided. The Fund or the Distributor will provide the copies of said statement of additional information to the Company or to its mailing agent.

3.3.  The Fund or the Distributor, at the Fund’s or its affiliate’s expense, will provide the Company or its mailing agent with copies of its proxy material, if any, reports to shareholders and other communications to shareholders in such quantity as the Company will reasonably require. The Company will distribute this proxy material, reports and other communications to existing contractowners and tabulate the votes. The cost associated with proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage) will be paid by the Fund or its affiliate.

3.4.  If and to the extent required by law the Company will:

(a)  solicit voting instructions from contractowners;

(b)  vote the shares of the Designated Portfolios held in the Account in accordance with instructions received from contractowners; and

(c)  vote shares of the Designated Portfolios held in the Account for which no timely instructions have been received, as well as shares it owns, in the same proportion as shares of such Designated Portfolio for which instructions have been received from the Company’s contractowners;

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contractowners. Except as set forth above, the Company reserves the right to vote Fund shares held in any segregated asset account in its own right, to the extent permitted by law. The Company will be responsible for assuring that each of its separate accounts participating in the Fund calculates voting privileges in a manner consistent with all legal requirements, including the Mixed and Shared Funding Exemptive Order.

3.5.  The Fund will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, the Fund either will provide for annual meetings (except insofar

8

as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or, as the Fund currently intends to comply with Section 16(c) of the 1940 Act (although the fund 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 Fund will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of directors and with whatever rules the SEC may promulgate with respect thereto.

ARTICLE IV.

SALES MATERIAL AND INFORMATION

4.1.  The Distributor will provide the Company on a timely basis with investment performance information for each Designated Portfolio in which the Company maintains a subaccount of the Account, including total return for the preceding calendar month and calendar quarter, the calendar year to date, and the prior one-year, five-year, and ten year (or life of the Fund) periods. The Company may, based on the SEC mandated information supplied by the Distributor, prepare communications for contractowners and participants (“Contractowner Materials”). The Company will provide copies of all Contractowner Materials concurrently with their first use for the Distributor’s internal recordkeeping purposes. It is understood that neither the Distributor nor any Designated Portfolio will be responsible for errors or omissions in, or the content of, Contractowner Materials except to the extent that the error or omission resulted from information provided by or on behalf of the Distributor or the Designated Portfolio. Any printed information that is furnished to the Company pursuant to this Agreement other than each Designated Portfolio’s prospectus or statement of additional information (or information supplemental thereto), periodic reports and proxy solicitation materials is the Distributor’s sole responsibility and not the responsibility of any Designated Portfolio or the Fund. The Company agrees that the Portfolios, the shareholders of the Portfolios and the officers and governing Board of the Fund will have no liability or responsibility to the Company in these respects.

4.2.  The Company will not give any information or make any representations or statements on behalf of the Fund or concerning the Fund other than the information or representations contained in the registration statement, prospectus or statement of additional information for Fund shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in published reports for the Fund which are in the public domain or approved by the Fund or the Distributor for distribution, or in sales literature or other material provided by the Fund, Adviser or by the Distributor, except with permission of the Distributor. Any piece of sales literature or other promotional material intended to be used by the Company which requires the permission of the Distributor prior to use will be furnished by Company to the Distributor, or its designee, at least five (5) business days prior to its use. The Distributor will advise the submitting party in writing within five (5) business days of its approval or disapproval of such material. In addition, the Distributor will provide via Excel spreadsheet diskette format or in electronic transmission to Company at least quarterly portfolio information necessary to update Fund profiles within seven business days following the end of each quarter.

Nothing in this Section 4.2 will be construed as preventing the Company or its employees or agents from giving advice on investment in the Fund.

9

4.3.  The Fund, the Adviser or the Distributor will furnish, or will cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company or its Account is named, at least five (5) business days prior to its use. The Company will advise the submitting party in writing within five (5) business days of its approval or disapproval of such material.

4.4.  The Fund, the Adviser and the Distributor will not give any information or make any representations or statements on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement, prospectus or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in published reports for each Account or the Contracts which are in the public domain or approved by the Company for distribution to contractowners, or in sales literature or other material provided by the Company, except with permission of the Company. The Company agrees to respond to any request for approval on a prompt and timely basis.

4.5.  At the Company’s request, the Fund will provide to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Fund or its shares.

4.6.  At the Fund’s request, the Company will provide to the Fund at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account.

4.7.  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, (e.g., on-line networks such as the Internet or other electronic messages), 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 advertisements, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports, and proxy materials and any other material constituting sales literature or advertising under the NASD rules, the 1933 Act or the 1940 Act.

4.8.  The Fund and the Distributor hereby consent to the Company’s use of the names Aetna Life Insurance and Annuity Company, Portfolio Partners, Inc., the portfolio names designated on Schedule B or other designated names as may be used from time to time in connection with the marketing of the Contracts, subject to the terms of Sections 4.1 and 4.2 of this Agreement. Such consent will terminate with the termination of this Agreement.

10

ARTICLE V.

FEES AND EXPENSES

5.1.  Except as provided in Article III, and as set forth below, the Fund, the Adviser and the Distributor will pay no fee or other compensation to the Company under this Agreement except pursuant to and in accordance with a plan and related distribution services agreement pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses or a shareholder servicing plan and related shareholder servicing agreement to finance administrative support services adopted by the Fund on behalf of its respective classes, subject to obtaining any required exemptive orders or other regulatory approvals.

5.2.  All expenses incident to performance by the Fund of this Agreement will be paid by the Fund to the extent permitted by law. The Fund will bear the expenses for the cost of registration and qualification of the Fund’s shares; preparation and filing of the Fund’s prospectus, statement of additional information and registration statement, proxy materials and reports; setting in type and printing the Fund’s prospectus; setting in type and printing proxy materials and reports by it to contractowners and participants (including the costs of printing a Fund prospectus that constitutes an annual report); the preparation of all statements and notices required by any federal or state law; all taxes on the issuance or transfer of the Fund’s shares; any expenses permitted to be paid or assumed by the Fund pursuant to a plan, under Rule 12b-1 under the 1940 Act; and all other expenses set forth in Article III of this Agreement.

ARTICLE VI.

DIVERSIFICATION AND QUALIFICATION

6.1.  The Adviser will ensure that the Fund will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable annuity contracts under the Internal Revenue Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Fund will comply with Section 817(h) of the Internal Revenue Code and Treasury Regulation 1.817-5, as amended from time to time, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulation. In the event of a breach of this Article VI by the Fund, it will take all reasonable steps: (a) to notify the Company of such breach; and (b) to adequately diversify the Fund so as to achieve compliance within the grace period afforded by Treasury Regulation 1.817-5.

6.2.  The Fund represents that it is or will be qualified as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

6.3.  The Company represents that the Contracts are currently, and at the time of issuance shall be, treated as life insurance or annuity insurance contracts, under applicable provisions of the Internal Revenue Code, and that it will make every effort to maintain such treatment, and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing the Contracts have ceased to be so treated or that they might not be so treated in the future. The Company agrees that any prospectus offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Internal Revenue

11

Code (or any successor or similar provision), shall identify such contract as a modified endowment contract.

ARTICLE VII.

POTENTIAL CONFLICTS

7.1.  The Fund Board will monitor the Fund for the existence of any material irreconcilable conflict between the interests of the contractowners of all separate accounts investing in the Fund. An irreconcilable material 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 laws 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 Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contractowners; or (f) a decision by an insurer to disregard the voting instructions of contractowners. The Fund Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

7.2.  The Company will report any potential or existing conflicts of which it is aware to the Fund Board. The Company will assist the Fund Board in carrying out its responsibilities under the Mixed and Shared Funding Exemptive Order, by providing the Fund Board with all information reasonably necessary for the Fund Board to consider any issues raised. This includes, but is not limited to, an obligation by the Company to inform the Fund Board whenever contractowner voting instructions are disregarded.

7.3.  If it is determined by a majority of the Fund Board, or a majority of its disinterested members, that a material irreconcilable conflict exists, the Company and other Participating Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined by a majority of the disinterested Fund Board members), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1) withdrawing the assets allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Fund, or submitting the question whether such segregation should be implemented to a vote of all affected contractowners and, as appropriate, segregating the assets of any appropriate group i.e., annuity contractowners, life insurance contractowners, or variable contractowners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected contractowners the option of making such a change; and (2) establishing a new registered management investment company or managed separate account.

7.4.  If a material irreconcilable conflict arises because of a decision by the Company to disregard contractowner or participant voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Fund’s election, to withdraw the Account’s investment in the Fund and terminate this Agreement with respect to each 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 members of the Fund Board. Any such withdrawal and termination

12

must take place within six (6) months after the Fund gives written notice that this provision is being implemented, and until the end of that six month period the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.

7.5.  If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account’s investment in the Fund and terminate this Agreement with respect to such Account within six months after the Fund Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict, provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Fund Board. Until the end of the foregoing six month period, the Fund shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Fund.

7.6.  For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Fund Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.3 to establish a new funding medium for the Contract if an offer to do so has been declined by vote of a majority of contractowners materially adversely affected by the irreconcilable material conflict. In the event that the Fund Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account’s investment in the Fund and terminate this Agreement within six (6) months after the Fund Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Fund Board.

7.7.  If and to the extent the Mixed and Shared Funding Exemptive Order or any amendment thereto contains terms and conditions different from Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement, then the Fund, the Company and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with the Mixed and Shared Funding Exemptive Order, and Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in the Mixed and Shared Funding Exemptive Order or any amendment thereto. 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 Fund and/or the Participating Insurance Companies, as appropriate, shall take such steps as may be necessary to comply with Rules 6e2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 7.1., 7.2, 7.3, 7.4, and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

13

ARTICLE VIII.

INDEMNIFICATION

8.1.  Indemnification by the Company.

(a)  The Company agrees to indemnify and hold harmless the Fund, the Adviser, the Distributor, and each person, if any, who controls or is associated with the Fund, the Adviser or the Distributor within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Company) 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:

(1)  arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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 or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will 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 written information furnished to the Company by the Fund, the Adviser or the Distributor 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 Fund shares; or

(2)  arise out of or as a result of statements or representations by or on behalf of the Company or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Fund shares; or

(3)  arise out of any untrue statement or alleged untrue statement of a material fact contained in the Fund registration statement, prospectus, statement of additional information or sales literature or other promotional material of the Fund (or amendment or supplement) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make such statements not misleading in light of the circumstances in which they were made, if such a statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Company or persons under its control; or

(4)  arise as a result of any failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or

14

(5)  arise out of any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach by the Company of this Agreement;

except to the extent provided in Sections 8.1(b) and 8.3 hereof. This indemnification will be in addition to any liability that the Company otherwise may have.

(b)  No party will be entitled to indemnification under Section 8.1(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c)  The Indemnified Parties promptly will notify the Company of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Fund shares or the Contracts or the operation of the Fund.

8.2.    Indemnification by the Adviser, the Fund and the Distributor.

(a)  The Adviser, the Fund and the Distributor, in each case solely to the extent relating to such party’s responsibilities hereunder, agree to indemnify and hold harmless the Company and each person, if any, who controls or is associated with the Company within the meaning of such terms under the federal securities laws and any director, trustee, officer, partner, employee or agent of the foregoing (collectively, the “Indemnified Patties” for purposes of this Section 8.2) against any and all losses, claims, expenses, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser) 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:

(1)  arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Fund or sales literature or other promotional material of the Fund (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 or necessary to make such statements not misleading in light of the circumstances in which they were made; provided that this agreement to indemnify will 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 Adviser, the Distributor or the Fund by or on behalf of the Company for use in the registration statement, prospectus or statement of additional information for the Fund or in sales literature of the Fund (or any amendment or supplement thereto) or otherwise for use in connection with the sale of the Contracts or Fund shares; or

15

(2)  arise out of or as a result of statements or representations or wrongful conduct of the Adviser, the Fund or the Distributor or persons under the control of the Adviser, the Fund or the Distributor respectively, with respect to the sale of the Fund shares; or

(3)  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 or other promotional material covering the Contracts (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated or necessary to make such statement or statements not misleading in light of the circumstances in which they were made, if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Adviser, the Fund or the Distributor or persons under the control of the Adviser, the Fund or the Distributor; or

(4)  arise as a result of any failure by the Fund, the Adviser or the Distributor to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements and procedures related thereto specified in Article VI of this Agreement); or

(5)  arise out of or result from any material breach of any representation and/or warranty made by the Adviser, the Fund or the Distributor in this Agreement, or arise out of or result from any other material breach of this Agreement by the Adviser, the Fund or the Distributor;

except to the extent provided in Sections 8.2(b) and 8.3 hereof. This indemnification will be in addition to any liability that the Fund, Adviser or the Distributor otherwise may have.

(b)  No party will be entitled to indemnification under Section 8.2(a) to the extent such loss, claim, damage, liability or litigation is due to the willful misfeasance, bad faith, or gross negligence in the performance of such party’s duties under this Agreement, or by reason of such party’s reckless disregard of its obligations or duties under this Agreement by the party seeking indemnification.

(c)  The Indemnified Parties will promptly notify the Adviser, the Fund and the Distributor of the commencement of any litigation, proceedings, complaints or actions by regulatory authorities against them in connection with the issuance or sale of the Contracts or the operation of the Account.

8.3.  Indemnification Procedure.

Any person obligated to provide indemnification under this Article VIII (“Indemnifying Party” for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII (“Indemnified Party” for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time

16

after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the indemnified Party of the Indemnifying Party’s election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

8.4.  Distributor Limitation on Liability.    Notwithstanding the foregoing, the Distributor shall not be liable to any party to this Agreement for lost profits, punitive, special, incidental, indirect or consequential damages.

ARTICLE IX.

APPLICABLE LAW

9.1.  This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Maryland.

9.2.  This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, any Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith. If, in the future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under applicable law, then Article VII shall no longer apply.

17

ARTICLE X.

TERMINATION

10.1. This Agreement will terminate:

(a)  at the option of any party, with or without cause, with respect to some or all of the Designated Portfolios, upon sixty (60) days’ advance written notice to the other parties or, if later, upon receipt of any required exemptive relief or orders from the SEC, unless otherwise agreed in a separate written agreement among the parties; or

(b)  at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio if shares of the Designated Portfolio are not reasonably available to meet the requirements of the Contracts as determined in good faith by the Company; or

(c)  at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio in the event any of the Designated Portfolio’s shares are not registered, issued or sold in accordance with applicable state and/or Federal law or such law precludes the use of such shares as the underlying investment media of the Contracts issued or to be issued by Company; or

(d)  at the option of the Fund, upon receipt of the Fund’s written notice by the other parties, upon institution of formal proceedings against the Company by the NASD, the SEC, the insurance commission of any state or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the administration of the Contracts, the operation of the Account, or the purchase of the Fund shares, provided that the Fund determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Company’s ability to perform its obligations under this Agreement; or

(e)  at the option of the Company, upon receipt of the Company’s written notice by the other parties, upon institution of formal proceedings against the Fund, Adviser or the Distributor by the NASD, the SEC, or any state securities or insurance department or any other regulatory body, provided that the Company determines in its sole judgment, exercised in good faith, that any such proceeding would have a material adverse effect on the Fund’s or the Distributor’s ability to perform its obligations under this Agreement; or

(f)  at the option of the Company, upon receipt of the Company’s written notice by the other parties, if the Fund ceases to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code, or under any successor or similar provision, or if the Company reasonably and in good faith believes that the Fund may fail to so qualify; or

(g)  at the option of the Company, upon receipt of the Company’s written notice by the other parties, with respect to any Designated Portfolio if the Fund fails to meet the diversification requirements specified in Article VI hereof or if the Company reasonably and in good faith believes the Fund may fail to meet such requirements; or

18

(h)  at the option of any party to this Agreement, upon written notice to the other parties, upon another party’s material breach of any provision of this Agreement which material breach is not cured within thirty (30) days of said notice; or

(i)  at the option of the Company, if the Company determines in its sole judgment exercised in good faith, that either the Fund, the Adviser or the Distributor has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Company, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate; or

(j)  at the option of the Fund or the Distributor, if the Fund or the Distributor respectively, determines in its sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations or financial condition since the date of this Agreement or is the subject of material adverse publicity which is likely to have a material adverse impact upon the business and operations of the Fund or the Adviser, such termination to be effective sixty (60) days’ after receipt by the other parties of written notice of the election to terminate; or

(k)  at the option of the Company or the Fund upon receipt of any necessary regulatory approvals and/or the vote of the contractowners having an interest in the Account (or any subaccount) to substitute the shares of another investment company for the corresponding Designated Portfolio shares of the Fund in accordance with the terms of the Contracts for which those Designated Portfolio shares had been selected to serve as the underlying investment media. The Company will give sixty (60) days’ prior written notice to the Fund of the date of any proposed vote or other action taken to replace the Fund’s shares; or

(l)  at the option of the Company or the Fund upon a determination by a majority of the Fund Board, or a majority of the disinterested Fund Board members, that an irreconcilable material conflict exists among the interests of: (1) all contractowners of variable insurance products of all separate accounts; or (2) the interests of the Participating Insurance Companies investing in the Fund as set forth in Article VII of this Agreement; or

(m)  at the option of the Fund in the event any of the Contracts are not issued or sold in accordance with applicable federal and/or state law. Termination will be effective immediately upon such occurrence without notice.

10.2.    Notice Requirement.    No termination of this Agreement will be effective unless and until the party terminating this Agreement gives prior written notice to all other parties of its intent to terminate, which notice will set forth the basis for the termination.

10.3.    Effect of Termination.    Notwithstanding any termination of this Agreement, the Fund and the Distributor will, at the option of the Company, continue to make available additional shares of the Fund 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, the owners of the Existing Contracts

19

will be permitted to reallocate investments in the Portfolios (as in effect on such date), redeem investments in the Portfolios and/or invest in the Portfolios upon the making of additional purchase payments under the Existing Contracts.

10.4.    Surviving Provisions.    Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify other parties will survive and not be affected by any termination of this Agreement. In addition, each party’s obligations under Section 12.7 will survive and not be affected by any termination of this Agreement. Finally, with respect to Existing Contracts, all provisions of this Agreement also will survive and not be affected by any termination of this Agreement.

ARTICLE XI.

NOTICES

11.1.  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 Fund:

Portfolio Partners, Inc.

c/o Megan L. Dunphy, Counsel

151 Farmington Avenue, TS31

Hartford, CT 06156

If to the Company:

Security Life of Denver Insurance Company

c/o name

street

city, state zip

If to the Adviser:

Aetna Life Insurance and Annuity Company

c/o Laurie M. Tillinghast

151 Farmington Avenue, TS41

Hartford, CT 06156

If to Distributor:

Aetna Investment Services, LLC

c/o Laurie M. Tillinghast

151 Farmington Avenue, TS41

Hartford, CT 06156

ARTICLE XII.

MISCELLANEOUS

12.1.  All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the directors, officers, partners, employees, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. No Portfolio or series of the Fund will be liable for the obligations or liabilities of any other Portfolio or series.

20

12.2.  The Fund, the Adviser and the Distributor acknowledge that the identities of the customers of the Company or any of its affiliates, except for customers of the Adviser or its affiliates (collectively the “Company Protected Parties” for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Company Protected Parties or any of their employees or agents in connection with the Company’s performance of its duties under this Agreement are the valuable property of the Company Protected Parties. The Fund, the Adviser and the Distributor agree that if they come into possession of any list or compilation of the identities of or other information about the Company Protected Parties’ customers, or any other information or property of the Company Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Fund, the Adviser or the Distributor from information supplied to them by the Company Protected Parties’ customers who also maintain accounts directly with the Fund, the Adviser or the Distributor, the Fund, the Adviser and the Distributor will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Company’s prior written consent; or (b) as required by law or judicial process. The Company acknowledges that the identities of the customers of the Fund, the Adviser, the Distributor or any of their affiliates (collectively the “Adviser Protected Parties” for purposes of this Section 12.2), information maintained regarding those customers, and all computer programs and procedures or other information developed or used by the Adviser Protected Parties or any of their employees or agents in connection with the Fund’s, the Adviser’s or the Distributor’s performance of their respective duties under this Agreement are the valuable property of the Adviser Protected Parties. The Company agrees that if it comes into possession of any list or compilation of the identities of or other information about the Adviser Protected Parties’ customers, or any other information or property of the Adviser Protected Parties, other than such information as is publicly available or as may be independently developed or compiled by the Company from information supplied to them by the Adviser Protected Parties’ customers who also maintain accounts directly with the Company, the Company will hold such information or property in confidence and refrain from using, disclosing or distributing any of such information or other property except: (a) with the Fund’s, the Adviser’s or the Distributor’s prior written consent; or (b) as required by law or judicial process. Each party acknowledges that any breach of the agreements in this Section 12.2 would result in immediate and irreparable harm to the other parties for which there would be no adequate remedy at law and agree that in the event of such a breach, the other parties will be entitled to equitable relief by way of temporary and permanent injunctions, as well as such other relief as any court of competent jurisdiction deems appropriate.

12.3.  The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.4.  This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.

12.5.  If any provision of this Agreement will be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement will not be affected thereby.

21

12.6.  This Agreement will not be assigned by any party hereto without the prior written consent of all the parties.

12.7.  Each party to this Agreement will maintain all records required by law, including records detailing the services it provides. Such records will be preserved, maintained and made available to the extent required by law and in accordance with the 1940 Act and the rules thereunder. Each party to this Agreement will cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and will permit each other and such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Upon request by the Fund or the Distributor, the Company agrees to promptly make copies or, if required, originals of all records pertaining to the performance of services under this Agreement available to the Fund or the Distributor, as the case may be. The Fund agrees that the Company will have the right to inspect, audit and copy all records pertaining to the performance of services under this Agreement pursuant to the requirements of any state insurance department Each party also agrees to promptly notify the other parties if it experiences any difficulty in maintaining the records in an accurate and complete manner. This provision will survive termination of this Agreement.

12.8.  Each party represents that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate or board action, as applicable, by such party and when so executed and delivered this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

12.9.  The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts, the Accounts or the Designated Portfolios of the Fund or other applicable terms of this Agreement.

12.10.  The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights.

22

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 first written above.

PO RTFOLIO PARTNERS, INC.

By :                                             

Tit le:                                            

Da te:                                            

AE TNA LIFE INSURANCE AND

AN NUITY COMPANY

By :                                              

Tit le:                                            

Da te:                                            

AE TNA INVESTMENT SERVICES, LLC

By :                                              

Tit le:                                            

Da te:                                            

LIFE INSURANCE COMPANY

By :                                              

Tit le:                                            

Da te:                                            

23

SCHEDULE A

SEPARATE ACCOUNT(S)

Security Life Separate Account L1

24

SCHEDULE B

PORTFOLIO PARTNERS INC.

DESIGNATED PORTFOLIOS

PPI Alger Aggressive Growth Portfolio—Initial Class

PPI Alger Aggressive Growth Portfolio—Adviser Class

PPI Alger Aggressive Growth Portfolio—Service Class

PPI Alger Growth Portfolio—Initial Class

PPI Alger Growth Portfolio—Adviser Class

PPI Alger Growth Portfolio—Service Class

PPI OpCap Balanced Value Portfolio—Initial Class

PPI OpCap Balanced Value Portfolio—Adviser Class

PPI OpCap Balanced Value Portfolio—Service Class

PPI Brinson Tactical Asset Allocation Portfolio—Initial Class

PPI Brinson Tactical Asset Allocation Portfolio—Adviser Class

PPI Brinson Tactical Asset Allocation Portfolio—Service Class

PPI DSI Enhanced Index Portfolio—Initial Class

PPI DSI Enhanced Index Portfolio—Adviser Class

PPI DSI Enhanced Index Portfolio—Service Class

PPI Goldman Sachs^® Capital Growth Portfolio—Initial Class

PPI Goldman Sachs^® Capital Growth Portfolio—Adviser Class

PPI Goldman Sachs^® Capital Growth Portfolio—Service Class

PPI Salomon Brothers Capital Portfolio—Initial Class

PPI Salomon Brothers Capital Portfolio—Adviser Class

PPI Salomon Brothers Capital Portfolio—Service Class

PPI Salomon Brothers Investors Value Portfolio—Initial Class

PPI Salomon Brothers Investors Value Portfolio—Adviser Class

PPI Salomon Brothers Investors Value Portfolio—Service Class

25

NSCC EXHIBIT

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation’s Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification System

As provided in Article 1 of the Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through National Securities Clearing Corporation (“NSCC”) and its subsidiary systems as follows:

Distributor or the Funds will furnish to the Company or its affiliate through NSCC’s Mutual Fund Profile System (“MFPS”) (1) the most current net asset value information for each Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Fund’s ex-date, and (4) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to the Company or its affiliate by 6:30 p.m. Eastern Time on each business day that the Fund is open for business (each a “Business Day”) or at such other time as that information becomes available. Changes in pricing information will be communicated to both NSCC and the Company or its affiliate.

Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Fund’s net asset value is calculated as specified in such Fund’s prospectus (“Close of Trading”) on each Business Day (“Instructions”), and upon its determination that there are good funds with respect to Instructions involving the purchase of Shares, the Company or its affiliate will calculate the net purchase or redemption order for each Fund. Orders for net purchases or net redemptions derived from Instructions received by the Company or its affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC’s Mutual Fund Settlement, Entry and Registration Verification System (“Fund/SERV”) by 5:00 a.m. Eastern Time on the next Business Day. Subject to the Company’s or its affiliate’s compliance with the foregoing, the Company or its affiliate will be considered the agent of the Distributor and the Funds, and the Business Day on which Instructions are received by the Company or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by the Company or its affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Fund’s then current prospectuses.

The Company or its affiliate will wire payment for net purchase orders by the Fund’s NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by the Company or its affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received.

NSCC will wire payment for net redemption orders by Fund, in immediately available funds, to an NSCC settling bank account designated by the Company or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as provided in a Fund’s prospectus and statement of additional information.

With respect to (c) or (d) above, if Distributor does not send a confirmation of the Company’s or its affiliate’s purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day’s payment cycle, payment for such purchases or redemptions will be made the following Business Day. If on any day the Company or its affiliate or Distributor is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to Distributor or to the Company or its affiliate, as applicable, as is otherwise provided in the Agreement.

26

These procedures are subject to any additional terms in each Fund’s prospectus and the requirements of applicable law. The Funds reserve the right, at their discretion and without notice, to suspend the sale of shares or withdraw the sale of shares of any Fund.

2.  The Company or its affiliate, Distributor and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized.

3.  Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Exhibit.

27

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

Exhibit 1.A(8)(a)(xiii)

FUND PARTICIPATION AGREEMENT

Security Life of Denver Insurance Company (the “Company”), and Aetna Income Shares¹ and Aetna Variable Portfolios, Inc.², on behalf of each of its series (each a “Fund” or in the aggregate “Funds”), and Aeltus Investment Management, Inc. (“Aeltus” or “Adviser”) hereby agree to an arrangement whereby the Funds shall be made available to serve as underlying investment media for Variable Life Insurance Policies (“Policies”) to be issued by the Company.

1.    Establishment of Account.

The Company represents that it has established Security Life Separate Account L1 and may establish such other accounts as may be set forth in Schedule A attached hereto (as may be amended from time to time with the mutual consent of the parties hereto) (the “Accounts”), each of which is a separate account registered under the Investment Company Act of 1940 (except for such accounts for which no registration is required), to serve as investment vehicles for the Policies. Each Policy provides for the allocation of net amounts received by the Company to an Account for investment in the shares of one of more specified open-end management investment companies available through that Account as underlying investment media. Selection of a particular investment management company and changes therein from time to time are made by the participant or Policy owner, as applicable under a particular Policy.

2.    Pricing Information; Orders; Settlement.

(a) Each Fund will make shares available to be purchased by the Company, and will accept redemption orders from the Company, on behalf of each Account at the net asset value applicable to each order on those days on which the Fund calculates its net asset value (a “Business Day”). Fund shares shall be purchased and redeemed in such quantity and at such times as determined by the Company to be necessary to meet the requirements of those Policies for which the Fund serves as underlying investment media, provided, however, that the Board of Directors of the Fund (hereinafter the “Directors”) may, upon reasonable notice to the Company, refuse to sell shares of any Fund to any 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 or is, in the sole discretion of the Directors acting in good faith and in light of their fiduciary duties under federal and/or any applicable state laws, necessary in the best interests of the shareholders of such Fund.

(b) Each Fund will provide to the Company closing net asset value, dividend and capital gain information at the close of trading each day that the New York Stock Exchange

¹ Effective May 1, 2002, Aetna Income Shares will change its name to ING Income Shares.

² Effective May 1, 2002, Aetna Variable Portfolios, Inc. will change its name to ING Variable Portfolios, Inc.

1

(the “Exchange”) is open (each such day a “Business Day”), and in no event later than 6:30 p.m. eastern time on such Business Day. The Company will send via facsimile or electronic transmission to each Fund or its specified agent orders to purchase and/or redeem Fund shares by 9:30 a.m. eastern time the following business day. Payment for net purchases will be wired by the Company to an account designated by the Fund.

(c) Each Fund hereby appoints the Company as its agent for the limited purpose of accepting purchase and redemption orders for Fund shares relating to the Policies from Policy owners. Orders from Policy owners received by the Company, acting as agent for the Fund, from any distributor of the Policies (including affiliates of the Company), prior to the close of the Exchange on any given business day will be executed by the Fund at the net asset value determined as of the close of the Exchange on such Business Day, provided that the Fund receives written (or facsimile) notice of such order by 9:30 a.m. eastern time on the next following Business Day. Any orders received by the Company acting as agent on such day but after the close of the Exchange will be executed by the Fund at the net asset value determined as of the close of the Exchange on the next business day following the day of receipt of such order, provided that the Fund receives written (or facsimile) notice of such order by 9:30 a.m. eastern time within two days following the day of receipt of such order.

(d) Payments for net redemptions of shares of a Fund will be wired by the Fund to an account designated by the Company. Payments for net purchases of the Fund will be wired by the Company to an account designated by the Fund on the same Business Day the Company places an order to purchase Fund shares. Payments shall be in federal funds transmitted by wire.

(e) Each party has the right to rely on information or confirmations provided by the other party (or by any affiliate of the other party), and shall not be liable in the event that an error is a result of any misinformation supplied by the other party. The Company shall assume responsibility as herein described for any loss to a Fund caused by a cancellation or correction made to an instruction by a Policy owner or person authorized to act on his or her behalf subsequent to the date as of which such instruction has been received by the Company and originally relayed to Aeltus, and the Company will immediately pay such loss to such Fund upon the Company’s receipt of written notification, with supporting data. Aeltus shall indemnify and hold the Company harmless, from the effective date of this Agreement, against any amount the Company is required to pay to a Policy owner due to: (i) an incorrect calculation of a Fund’s daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or unreasonably late reporting of the daily net asset value deemed material in accordance with the Fund’s error correction policy, dividend rate, or capital gain distribution rate, upon written notification by the Company, with supporting data, to Aeltus.

2

(f) The Company agrees to purchase and redeem the shares of the Funds named in this Agreement or in Schedule B hereof in accordance with the provisions of each Fund’s then-current prospectus and statement of additional information. The Company shall not permit any person other than a Policy owner or person authorized to act on his or her behalf to give instructions to the Company which would require the Company to redeem or exchange shares of a Fund. This provision shall not be construed to prohibit the Company from substituting shares of another fund, as permitted by law.

3.    Expenses.

(a) Except as otherwise provided in this Agreement, all expenses incident to the performance by each respective Fund under this Agreement shall be paid by that Fund, including the cost of registration of its shares with the Securities and Exchange Commission (the “SEC”) and in states where required. All expenses incident to performance by each party of its respective duties under this Agreement shall be paid by that party, unless otherwise specified in this Agreement.

(b) The Funds or the Adviser shall provide to the Company periodic fund reports to shareholders and other materials that are required by law to be sent to Policy owners. In addition, the Funds or the Adviser shall provide the Company with a sufficient quantity of prospectuses, statements of additional information and any supplements to any of these materials, to be used in connection with the offerings and transactions contemplated by this Agreement. In addition, the Funds shall provide the Company with a sufficient quantity of proxy material that is required to be sent to Policy owners. The Adviser shall be permitted to review and approve the typeset form of such material prior to such printing provided such material has been provided by the Adviser to the Company within a reasonable period of time prior to typesetting.

(c) In lieu of the Funds’ or Adviser’s providing printed copies of prospectuses, statements of additional information and any supplements to any of these materials, and periodic fund reports to shareholders, the Company shall have the right to request that the Funds transmit a copy of such materials in an electronic format, which the Company may use to have such materials printed together with similar materials of other Account funding media that the Company or any distributor will distribute to existing or prospective Policy owners.

4.    Representations.

The Company agrees that it and its agents shall not, without the written consent of a Fund or the Adviser, make representations concerning the Fund, or its shares except those contained in the then current prospectuses and in current printed sales literature approved by or deemed approved by the Fund or the Adviser.

3

5.    Termination.

This agreement shall terminate as to the sale and issuance of new Policies:

(a) at the option of either the Company, the Adviser or with respect to any Fund, upon sixty days advance written notice to the other parties;

(b) at the option of the Company, upon one week advance written notice to the Adviser and to any Fund, if Fund shares are not available for any reason to meet the requirement of Policies as determined by the Company. Reasonable advance notice of election to terminate shall be furnished by the Company;

(c) at the option of either the Company, the Adviser or any Fund, immediately upon institution of formal proceedings against the broker-dealer or broker-dealers marketing the Policies, the Account, the Company, the Fund or the Adviser by the National Association of Securities Dealers, Inc. (the “NASD”), the SEC or any other regulatory body;

(d) upon the determination of the Accounts to substitute for the shares of a Fund the shares of another investment company in accordance with the terms of the applicable Policies. The Company will give sixty days written notice to the Fund and the Adviser of any decision to replace the shares of that Fund;

(e) upon assignment of this Agreement, unless made with the written consent of all other parties hereto;

(f) if shares of a Fund are not registered, issued or sold in conformance with Federal law or such law precludes the use of such shares as an underlying investment medium for Policies issued or to be issued by the Company. Prompt notice shall be given by the appropriate party should such situation occur.

6.    Continuation of Agreement.

Termination as the result of any cause listed in Section 5 shall not affect the Funds’ obligation to furnish shares to Policies then in force for which such shares serve or may serve as the underlying investment medium unless such further sale of Fund shares is prohibited by law or the SEC or other regulatory body.

7.    Advertising Materials; Filed Documents.

(a) Advertising and sales literature with respect to any Fund prepared by the Company or its agents for use in marketing its Policies will be submitted to that Fund or its designee for review before such material is submitted to any regulatory body for review. No such material shall be used if the Fund or its designee reasonably objects to such use in writing, transmitted by facsimile within two business days after receipt of such material.

4

(b) Each Fund will provide additional copies of its financials as soon as available to the Company and at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements and all amendments or supplements to any of the above that relate to the Fund promptly after the filing of such document with the SEC or other regulatory authorities. At the Adviser’s request, the Company will provide to the Adviser at least one complete copy of all registration statements, prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, and all amendments or supplements to any of the above that relate to the Accounts promptly after the filing of such document with the SEC or other regulatory authority.

(c) Each Fund or the Adviser will provide via Excel spreadsheet diskette format or in electronic transmission to the Company at least quarterly portfolio information necessary to update Fund profiles within seven business days following the end of each quarter.

8.    Proxy Voting.

(a) The Company shall provide pass-through voting privileges on shares of a Fund held by the separate accounts to all Policy owners, unless federal securities laws, regulations or their interpretations change to allow the Company to vote without getting voting instructions from Policy owners.

(b) Unless federal securities laws, regulations or their interpretations change to allow the Company to vote without getting voting instructions from Policy owners, the Company will distribute to Policy owners all proxy material furnished by any Fund and will vote shares of the Fund in accordance with instructions received from such Policy owners. The Company and its agents shall not oppose or interfere with the solicitation of proxies for shares of a Fund held for such Policy owners.

9.    Indemnification.

(a) The Company agrees to indemnify and hold harmless each Fund and the Adviser, and their directors, officers, employees, agents and each person, if any, who controls any Fund or its Adviser within the meaning of the Securities Act of 1933 (the “1933 Act”) against any losses, claims, damages or liabilities to which the Fund or any such director, officer, employee, agent, or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or sales literature of the Company 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, or arise out of or as a result of conduct, statements or representations (other than statements or representations contained in the prospectuses or sales literature of the Fund) of the

5

Company or its agents, with respect to the sale and distribution of Policies for which shares of the Fund are the underlying investment. The Company will reimburse any legal or other expenses reasonably incurred by a Fund or any such director, officer, employee, agent, investment adviser, or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (i) an untrue statement or omission or alleged omission made in such Registration Statement or prospectus in conformity with written materials furnished to the Company by the Fund specifically for use therein or (ii) the willful misfeasance, bad faith, or gross negligence by the Fund or Adviser in the performance of their duties or the Fund’s or Adviser’s reckless disregard of obligations or duties under this Agreement or to the Company, whichever is applicable. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Fund and the Adviser agree to indemnify and hold harmless the Company and its directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of the 1933 Act against any losses, claims, damages or liabilities to which the Company or any such director, officer, employee, agent or controlling person may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectuses or sales literature of the Fund 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 material fact required to be stated therein or necessary to make the statements therein not misleading. Each Fund, as appropriate, will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, employee, agent, or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Fund will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged omission made in such Registration Statement or prospectuses which are in conformity with written materials furnished to the Fund by the Company specifically for use therein.

(c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be

6

liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.

10.    Miscellaneous.

(a) Amendment and Waiver.    Neither this Agreement, nor any provision hereof, may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by all parties hereto.

(b) Notices.    All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by telex, facsimile or registered or certified mail, postage prepaid, return receipt requested, or recognized overnight courier service to the party or parties to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such party to all other parties.

To the Company:	To the Adviser:
Security Life of Denver Insurance Company 1290 Broadway Denver, Co 80203-5699	Aeltus Investment Management, Inc 10 State House Square, SH11 Hartford, Connecticut 06103-3602
Attn:	Attn: Chief Compliance Officer

To any Fund:

10 State House Square, SH14

Hartford, Connecticut 06103-3602

Attn:    President

Any notice, demand or other communication given in a manner prescribed in this subsection (b) shall be deemed to have been delivered on receipt.

(c) Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

(d) Counterparts.    This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart.

7

(e) Severability.    In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

(f) Entire Agreement.    This Agreement constitutes the entire agreements and understanding between the parties hereto and supersedes all prior agreement and understandings relating to the subject matter hereof.

(g) Governing Law.    This Agreement shall be governed and interpreted in accordance with the laws of the State of Connecticut.

(h) Non-Exclusive Agreement.    It is understood by the parties that this Agreement is not an exclusive arrangement in any respect.

(i) Confidentiality.    The terms of this Agreement and the Schedules thereto will be held confidential by each party except to the extent that either party or its counsel may deem it necessary to disclose such terms.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers effective as of the              day of             , 2002.

SECURITY LIFE OF DENVER INSURANCE COMPANY

By:

Name:

Title

8

AETNA INCOME SHARES

AETNA VARIABLE PORTFOLIOS, INC.

By:

Name:

Title

AELTUS INVESTMENT MANAGEMENT, INC.

By:

Name:

Title

9

Schedule A

(For any future separate accounts—See Section 1)

10

Schedule B

Aetna Income Shares¹

d/b/a/Aetna Bond VP²

Aetna Variable Portfolios, Inc.³

Aetna Index Plus Large Cap VP⁴

Aetna Index Plus Mid Cap VP⁴

Aetna Index Plus Small Cap VP⁴

¹ Effective May 1, 2002, Aetna Income Shares will change its name to ING Income Shares.

² Effective May 1, 2002, Aetna Income Shares d/b/a Aetna Bond VP will change its name to ING VP Bond Portfolio.

³ Effective May 1, 2002, Aetna Variable Portfolios, Inc. will change its name to ING Variable Portfolios, Inc.

⁴ Effective May 1, 2002, the names of the Aetna Index Plus Large Cap VP portfolio, Aetna Index Plus Mid Cap VP portfolio, and Aetna Index Plus Small Cap VP portfolio will be changed to ING VP Index Plus Large Cap Portfolio, ING VP Index Plus Mid Cap Portfolio, and ING VP Index Plus Small Cap Portfolio, respectively.

11

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

Exhibit 1.A(8)(a)(xiv)

PARTICIPATION AGREEMENT

AMONG

PIONEER VARIABLE CONTRACTS TRUST,

                 LIFE INSURANCE COMPANY

PIONEER INVESTMENT MANAGEMENT, INC.

AND

PIONEER FUNDS DISTRIBUTOR, INC.

THIS AGREEMENT, made and entered into as of the thirteenth day of July, 2001, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the “Trust”),                LIFE INSURANCE COMPANY, a Delaware life insurance company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (“PIM”) and PIONEER FUNDS DISTRIBUTOR, INC. (“PFD”), a corporation organized under the laws of The Commonwealth of Massachusetts.

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and its shares are registered or will be registered under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, shares of beneficial interest of the Trust are divided into several series and classes of shares, each series being designated a “Portfolio” and representing an interest in a particular managed pool of securities and other assets;

WHEREAS, the Trust is available to act as the investment vehicle for separate accounts established for variable life insurance policies and/or variable annuity contracts to be offered by insurance companies, including Company, which have entered into participation agreements with the Trust (the “Participating Insurance Companies”);

WHEREAS, the Trust has obtained an order from the Securities and Exchange Commission (the “SEC”), dated July 9, 1997 (File No. 812-10494) (the “Mixed and Shared Funding Exemptive Order”) granting Participating Insurance Companies and variable annuity and variable life insurance separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of 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 companies that may or may not be affiliated with one another and qualified pension and retirement plans (“Qualified Plans”);

WHEREAS, PIM is duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and any applicable state securities law, and is the Trust’s investment adviser;

WHEREAS, the Company will issue certain variable annuity and/or variable life insurance contracts (individually, the “Contract” or, collectively, the “Contracts”) which, if required by applicable law, will be registered under the 1933 Act;

WHEREAS, the Accounts are duly organized, validly existing segregated asset accounts, established by resolution of the Board of Directors of the Company, to set aside and invest assets attributable to the aforesaid variable annuity and/or variable life insurance contracts that are allocated to the Accounts (the Contracts and the Accounts covered by this Agreement, and each corresponding Portfolio covered by this Agreement in which the Accounts may invest, is specified in Schedule A attached hereto as may be modified from time to time);

WHEREAS, the Company has registered or will register the Accounts as unit investment trusts under the 1940 Act (unless exempt therefrom);

WHEREAS, the Portfolios offered by the Trust to the Company and the Accounts are set forth on Schedule A attached hereto;

WHEREAS, PFD is registered as a broker-dealer with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (hereinafter the “1934 Act”), and is a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) and is authorized to sell shares of the Portfolios to unit investment trusts such as the Accounts;

WHEREAS,                (“Policy Underwriter”), the underwriter for the variable annuity and the variable life policies, is registered as a broker-dealer with the SEC under the 1934 Act and is a member in good standing of the NASD; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in one or more of the Portfolios specified in Schedule A attached hereto (the “Shares”) on behalf of the Accounts to fund the Contracts, and PFD intends to sell such Shares to the Accounts at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Trust, PIM, PFD and the Company agree as follows:

ARTICLE I.    

SALE OF TRUST SHARES

1.1.  PFD and the Company agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares as set forth in this Article I until such time as they mutually agree to utilize the National Securities Clearing Corporation (“NSCC”). Upon such mutual agreement, PFD and the Company agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through NSCC and its subsidiary systems as set forth in Exhibit I.

1.2  PFD agrees to sell to the Company those Shares which the Accounts order in accordance with the terms of this Agreement (based on orders placed by Contract owners or participants on that Business Day, as defined below) and which are available for purchase by such Accounts. Each such order will be executed 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. For purposes of this Section 1.2, the Company shall be the designee of the Trust for receipt of such orders from Contract owners or participants and receipt by such designee shall constitute receipt by the Trust; provided that the Trust or its designee receives written notice of such orders by the time the Trust ordinarily calculates its net asset value as described from time to time in the Trust’s prospectus (which as of the date of this Agreement is 4:00 p.m. New York time on such Business Day). The Company shall provide written (or facsimile) notice to PFD of a net purchase of Fund shares by 9:00 a.m. New York time on the

2

following Business Day. “Business Day” shall mean any day on which the New York Stock Exchange, Inc. (the “NYSE”) is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC.

1.3.  PFD agrees to make the Shares available for purchase at the applicable net asset value per share by the Company and the Accounts on those days on which the Trust calculates its net asset value in accordance with the rules of the SEC. Notwithstanding the foregoing, the Board of Trustees of the Trust (the “Board”) may refuse to sell any Shares to the Company and the Accounts, or suspend or terminate the offering of the Shares to the Company and the Accounts if such action is required by law or by regulatory authorities having jurisdiction over PIM, PFD or the Trust or is, in the sole discretion of the Board acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, in the best interest of the Shareholders of such Portfolio.

1.4.  The Trust and PFD will sell Trust shares only to Participating Insurance Companies and Qualified Plans which have agreed to participate in the Trust to fund their Separate Accounts and/or Qualified Plans all in accordance with the requirement of Section 817(h) of the Internal Revenue Code, as amended (the “Code”) and the Treasury regulations thereunder. The Company will not resell the Shares except to the Trust or its agents.

1.5.  The Trust agrees, upon the Company’s request, to redeem for cash, any full or fractional Shares held by the Accounts (based on orders placed by Contract owners on that Business Day). Each such redemption request shall be executed on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the request for redemption. For purposes of this Section 1.5, the Company shall be the designee of the Trust for receipt of requests for redemption from Contract owners or participants and receipt by such designee shall constitute receipt by the Trust; provided that the Trust or its designee receives written notice of such request for redemption by the time the Trust ordinarily calculates its net asset value as described from time to time in the Trust’s prospectus (which as of the date of this Agreement is 4:00 p.m. New York time on such Business Day). The Company shall provide written (or facsimile) notice to PFD of a net redemption of Fund shares no later than 9:00 a.m. New York time on the following Business Day.

1.6.  Each purchase, redemption and exchange order placed by the Company shall be placed separately for each Portfolio and shall not be netted with respect to any Portfolio. However, with respect to payment of the purchase price by the Company and of redemption proceeds by the Trust, the Company and the Trust shall net purchase and redemption orders with respect to each Portfolio and shall transmit one net payment for all of the Portfolios in accordance with Section 1.7 hereof.

1.7.  In the event of net purchases, the Company shall pay for the Shares by 4:00 p.m. New York time on the next Business Day after an order to purchase the Shares is made in accordance with the provisions of Section 1.2. hereof. Company shall transmit all such payments in federal funds by wire. If payment in federal funds for any purchase is not received or is received by the Trust after 4:00 p.m. on such Business Day, the Company shall promptly, upon the Trust’s request, reimburse the Trust for any charges, costs, fees, interest or other expenses incurred by the Trust in connection with any advances to, or borrowings or overdrafts by, the Trust, or any similar expenses (including the cost of and any loss incurred by the Trust in unwinding any purchase of securities by the Trust) incurred by the Trust as a result of portfolio transactions effected by the Trust based upon such purchase request. In the event of net redemptions, the Trust ordinarily shall pay and transmit the proceeds of redemptions of Shares by 4:00 p.m. New York time on the same Business Day on which the netredemption order is received from the Company in accordance with Section 1.5. hereof, although the Trust reserves the right to postpone the date of payment or satisfaction upon

3

redemption consistent with Section 22(e) of the 1940 Act and any rules pomulgated thereunder. Payments for net redemptions shall be in federal funds transmitted by wire. If payment in federal funds for any net redemption is not received or is received by the Company after 4:00 p.m. on such Business Day, the Trust shall promptly, upon the Company’s request, reimburse the Company for any charges, costs, fees, interest or other expenses incurred by the Company in connection with any advances to, or borrowings or overdrafts by, the Company, or any similar expenses incurred by the Company as a result of its payment of redemption proceeds to Contract owners or participants prior to receiving the redemption proceeds from the Trust.

1.8.  Issuance and transfer of the Shares will be by book entry only. Stock certificates will not be issued to the Company or the Accounts. The Shares ordered from the Trust will be recorded in an appropriate title for the Accounts or the appropriate subaccounts of the Accounts.

1.9.  The Trust shall furnish notice (by wire or telephone, followed by written confirmation) no later than 7:00 p.m. New York time on the ex-dividend date to the Company of any dividends or capital gain distributions payable on the Shares. The Company hereby elects to receive all such dividends and distributions as are payable in cash or Shares on a Portfolio’s Shares in additional Shares of that Portfolio. The Trust shall notify the Company by the end of the next following Business Day of the number of Shares so issued as payment of such dividends and distributions.

1.10.  The Trust or its custodian shall make the net asset value per share for each Portfolio available to the Company on each Business Day as soon as reasonably practical after the net asset value per share is calculated and shall use its best efforts to make such net asset value per share available by 6:00 p.m. New York time, but will in no event provide such net asset value later than 7:00 p.m. New York time absent extraordinary circumstances. In the event of extraordinary circumstances resulting in an anticipated delay past 7:00 p.m., the Trust or its custodian shall notify the Company no later than 7:00 p.m. of such anticipated delay. In the event of an error in the computation of a Portfolio’s net asset value per share (“NAV”) or any dividend or capital gain distribution (each, a “pricing error”), PIM or the Trust shall notify the Company as soon as possible after the discovery of the error. Such notification may be verbal, but shall be confirmed promptly in writing in accordance with Article XII of this Agreement. A pricing error shall be corrected in accordance with the Trust’s internal policies and procedures. If an adjustment is necessary to correct a material error that occurred through no fault of the Company and such adjustment has caused Contract owners to receive less than the number of Shares or redemption proceeds to which they are entitled, the number of Shares of the applicable Account will be adjusted and the amount of any underpayments will be paid by the Trust or PIM to the Company for crediting of such amounts to the Contract owners’ accounts. Upon notification by PIM of any overpayment due to a material error, the Company shall promptly remit to the Trust or PIM, as appropriate, any overpayment that has not been paid to Contract owner; however, PIM acknowledges that the Company does not intend to seek additional payments form any Contract owner who, because of a pricing error, may have underpaid for units of interest credited to his/her account. The costs of correcting such adjustments shall be borne by the Trust or PIM unless the Company is at fault in which case such costs shall be borne by the Company. Specifically for the purposes of this Section 1.10, PIM shall indemnify and hold the Company harmless, from the effective date of this Agreement, against any amount the Company is required to pay to Contract owners or participants due to: (i) an incorrect calculation of a Portfolio’s daily net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily net asset value, dividend rate, or capital gain distribution rate of a Portfolio, upon written notification by the Company, with supporting data, to PIM. In addition, PIM shall be liable to the Company for reasonable systems and out of pocket costs incurred by the Company in making a Contract owner’s or a participant’s account whole, if such costs or expenses are a result of PIM’s failure to

4

provide timely or correct net asset values, dividend and capital gains or financial information and if such information is not corrected by 4:00 p.m. New York time of the next business day after releasing such incorrect information provided the incorrect NAV as well as the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying such information or confirmations, which results in a reconciliation with incorrect information, the amount required to make a Contract owner’s or a participant’s account whole shall be borne by the party providing the incorrect information, regardless of when the error is corrected.

ARTICLE II.

CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1.  The Company represents and warrants that the Contracts are or will be registered under the 1933 Act or are exempt from or not subject to registration thereunder, and that the Contracts will be issued, sold, and distributed in compliance in all material respects with all applicable state and federal laws, including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the 1940 Act. The Company further represents and warrants that it (i) is an insurance company duly organized and in good standing under applicable law; (ii) has legally and validly established each Account as a segregated asset account under applicable law; (iii) has registered or, prior to any issuance or sale of the Contracts, will register the Accounts as unit investment trusts in accordance with the provisions of the 1940 Act (unless exempt therefrom) to serve as segregated investment accounts for the Contracts, and (iv) will maintain such registration for so long as any Contracts are outstanding. The Company shall amend the registration statements under the 1933 Act for the Contracts and the registration statements under the 1940 Act for the Accounts from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sales in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Company. At the time the Company is required to deliver the Trust’s prospectus or statement of additional information to a purchaser of Shares in accordance with the requirements of federal or state securities laws, the Company shall distribute to such Contract purchasers the then current Trust prospectus, as supplemented.

2.2.  The Company represents and warrants that the Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify the Trust or PIM 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.

2.3.  The Company represents and warrants that Policy Underwriter, the underwriter for the individual variable annuity contracts and the variable life policies, is a member in good standing of the NASD and is a registered broker-dealer with the SEC. The Company represents and warrants that the Company and Policy Underwriter will sell and distribute such contracts and policies in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act and state insurance law suitability requirements.

2.4.  The Trust represents and warrants that the Shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance in compliance with the laws of Delaware and that 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

5

qualify the Shares for sale in accordance with the laws of the various states only if and to the extent deemed necessary by the Trust.

2.5.  The Trust represents that it is lawfully organized and validly existing under the laws of the State of Delaware. The Trust further represents that it has adopted a pursuant to Rule 12b-1 under the 1940 Act and imposes an asset-based charge to finance its distribution expenses with respect to the Class II shares of certain of the Trust’s Portfolios as permitted by applicable law and regulation.

2.6.  PFD represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. PFD represents that it will sell and distribute the Shares in accordance in all material respects with all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.7.  PIM represents and warrants that it is and shall remain duly registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

2.8.  No less frequently than annually, the Company shall submit to the Board such reports, material or data as the Board may reasonably request so that it may carry out fully the obligations imposed upon it by the conditions contained in the Mixed and Shared Funding Exemptive Order pursuant to which the SEC has granted exemptive relief to permit mixed and shared funding.

2.9.  The Trust and PIM represent and warrant that all of their respective officers, employees, investment advisers, and other individuals or entities dealing with the money and/or securities of the Trust are, and shall continue to be at all times, covered by one or more blanket fidelity bonds or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage required by Rule 17g-1 under the 1940 Act or related provisions as may be promulgated form time to time. The aforesaid bonds shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company represents and warrants that all of its respective officers, employees, and other individuals or entities employed or controlled by the Company dealing with the money and/or securities of the Trust are, and shall continue to be at all times, covered by a blanket fidelity bond or similar coverage in an amount deemed appropriate by the Company. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company. The Company agrees that any amounts received under such bond relating to a claim arising under this Agreement will be held by the Company for the benefit of the Trust. The Company agrees to make all reasonable efforts to maintain such bond and agrees to notify the Trust and PIM in writing in the event such coverage terminates.

2.10.   The Company represents and warrants, for purposes other than diversification under Section 817 of the Code, that the Contracts are currently at the time of issuance and, assuming the Trust meets the requirements of Article VI, will be treated as annuity contracts under applicable provisions of the Code, and that it will make every effort to maintain such treatment and that it will notify the Trust, PFD and PIM 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. In addition, the Company represents and warrants that each Account is a “segregated asset account” and that interests in the Account are offered exclusively through the purchase of or transfer into a “variable contract” within the meaning of such terms under Section 817 of the Code and the regulations thereunder. The Company will use every effort to continue to meet such definitional requirements, and it will notify the Trust, PFD and PIM immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future. The Company represents and warrants that it will not purchase Trust shares with assets derived from

6

tax-qualified retirement plans except, indirectly, through Contracts purchased in connection with such plans.

ARTICLE III.

PROSPECTUS AND PROXY STATEMENTS; VOTING

3.1.  At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Contract owners whose Contracts are funded by such Shares. The Trust or its designee shall provide the Company, at the Company’s expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Contracts. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a “camera ready” copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Contracts and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Contract and Shares’ prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Trust’s prospectus portion of such document for distribution to owners of existing Contracts funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Contracts not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust’s prospectus in a “camera ready,” diskette format or other mutually agreed upon format, the Trust shall be responsible for providing the prospectus in the format in which it or PIM is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses, subject to PIM’s approval which shall not be unreasonably withheld.

3.2.  The prospectus for the Shares shall state that the statement of additional information for the Shares is available from the Trust or its designee. The Trust or its designee, at its expense, shall print and provide such statement of additional information to the Company (or a master of such statement suitable for duplication by the Company) for distribution to any owner of a Contract funded by the Shares. The Trust shall also provide such statement of additional information to the Company in a mutually agreed upon electronic format. The Trust or its designee, at the Company’s expense, shall print and provide such statement to the Company (or a master of such statement suitable for duplication by the Company) for distribution to a prospective purchaser who requests such statement or to an owner of a Contract not funded by the Shares.

3.3.  The Trust or its designee shall provide the Company free of charge copies, if and to the extent applicable to the Shares, of the Trust’s proxy materials, reports to Shareholders and other communications to Shareholders in such quantity as the Company shall reasonably require for distribution to Contract owners. The cost of distributing such documents shall be borne the Trust or its designee.

3.4.  The Trust or PIM will provide the Company with as much notice as is reasonably practicable of any proxy solicitation for any Portfolio, and of any material change in the Trust’s registration statement, particularly any change resulting in change to the registration statement or

7

prospectus or statement of additional information for any Account. The Trust and PIM will cooperate with the Company so as to enable the Company to solicit proxies from Contract owners or to make changes to its prospectus, statement of additional information or registration statement, in an orderly manner. The Trust and PIM will make reasonable efforts to attempt to have changes affecting Contract prospectuses become effective simultaneously with the annual updates for such prospectuses. In addition, the Trust or its designee shall bear the reasonable expense of all of the Company’s costs associated with a proxy for the Trust, including proxy preparation, group authorization letters, programming for tabulation and necessary materials (including postage).

3.5.  The Trust hereby notifies the Company that it may be appropriate to include in the prospectus pursuant to which a Contract is offered disclosure regarding the potential risks of mixed and shared funding.

3.6.  If and to the extent required by law, the Company shall:

(a)   solicit voting instructions from Contract owners;

(b) vote the Shares in accordance with instructions received from Contract owners; and

(c)  vote the Shares for which no instructions have been received in the same proportion as the Shares of such Portfolio for which instructions have been received from Contract owners;

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for variable contract owners. The Company will in no way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Contract owners. The Company reserves the right to vote shares held in any segregated asset account in its own right, to the extent permitted by law. Participating Insurance Companies shall be responsible for assuring that each of their separate accounts holding Shares calculates voting privileges in the manner required by the Mixed and Shared Funding Exemptive Order. The Trust and PIM will notify the Company of any changes of interpretations or amendments to the Mixed and Shared Funding Exemptive Order.

ARTICLE IV.

SALES MATERIAL AND INFORMATION

  4.1.   The Company shall furnish, or shall cause to be furnished, to PFD or its designee, each piece of sales literature or other promotional material in which the Trust, PIM, any other investment adviser to the Trust, or any affiliate of PIM are named, at least five (5) Business Days prior to its use. No such material shall be used if PFD or its designee reasonably objects to such use within five (5) Business Days after receipt of such material. PFD or its designee shall notify the Company within five (5) Business Days of receipt of its approval or disapproval of such materials.

4.2.  The Company shall not make any representation on behalf of the Trust, PIM, any other investment adviser to the Trust or any affiliate of PIM and shall not give any information on behalf of the Trust, PIM, any other investment adviser to the Trust, or any affiliate of PIM or concerning the Trust or any other such entity in connection with the sale of the Contracts other than the information contained in the registration statement, prospectus or statement of additional information for the Shares, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust, PIM, PFD or their respective designees, except with the permission of the Trust, PIM or their respective designees. The Trust, PIM, PFD

8

or their respective designees each agrees to respond to any request for approval on a prompt and timely basis. The Company shall adopt and implement procedures reasonably designed to ensure that information concerning the Trust, PIM, PFD or any of their affiliates which is intended for use only by brokers or agents selling the Contracts (i.e., information that is not intended for distribution to Contract owners or prospective Contract owners) is so used, and neither the Trust, PIM, PFD nor any of their affiliates shall be liable for any losses, damages or expenses relating to the improper use of such broker only materials.

4.3.   PFD shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or the Accounts is named, at least five (5) Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within five (5) Business Days after receipt of such material. The Company shall notify PFD within five (5) Business Days of receipt of its approval or disapproval of such materials.

4.4.   The Trust, PIM and PFD shall not give any information or make any representations on behalf of the Company or concerning the Company, the Accounts, or the Contracts in connection with the sale of the Contracts other than the information or representations contained in a registration statement, prospectus, or statement of additional information for the Contracts, as such registration statement, prospectus and statement of additional information may be amended or supplemented from time to time, or in reports for the Accounts, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company. The Company or its designee agrees to respond to any request for approval on a prompt and timely basis. The parties hereto agree that this Section 4.4. is neither intended to designate nor otherwise imply that PIM is an underwriter or distributor of the Contracts.

4.5.   The Trust shall provide, or shall cause to be provided, to the Company at least one complete copy of all registration statements, prospectuses, statements of additional information, reports, proxy statements, sales literature and other promotional materials, and all amendments to any of the above, that relate to the Trust or its Shares, prior to or contemporaneously with the filing of such document with the SEC or other regulatory authorities. The Company shall provide, or cause to be provided, for approval by the Trust, the form of any disclosure that it intends to use in any registration statements, prospectuses, statements of additional information, and all amendments to any of the above, that relate to the use of the Portfolios of the Trust as investment options under the Contracts.

4.6.   For purpose of this Article IV and Article VIII, 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, electronic messages or tape recording, videotape display, signs or billboards, motion pictures, or other public media, including, for example, on-line networks such as the Internet or other electronic media), and sales literature (such as brochures, electronic messages, circulars, reprints or excerpts or any other advertisement, sales literature, or published articles), distributed or made generally available to customers or the public, educational or training materials or communications distributed or made generally available to some or all agents or employees, and shareholder reports, proxy materials (including solicitations for voting instructions) and any other material constituting sales literature or advertising under the NASDR Conduct Rules, the 1933 Act or the 1940 Act. However, such phrase “sales literature or other promotional material” shall not include any material that simply lists the names of Portfolios of the Trust in a list of investment options.

9

4.7.   At the request of any party to this Agreement, each other party will make available to the other party’s independent auditors and/or representative of the appropriate regulatory agencies, all records, data, and access to operating procedures that may be reasonably requested in connection with compliance and regulatory requirements related to the Agreement or any party’s obligations under this Agreement.

4.8   Subject to the terms of Sections 4.1 and 4.2 of this Agreement, the Trust (and its Portfolios), PIM and PFD hereby each consents in connection with the marketing of the Contracts to the Company’s use of their names or other identifying marks, including PIONEER INVESTMENTS^® and Pioneer’s sail logo, in connection with the marketing of the Contracts. The Trust, PIM or PFD or their affiliates may withdraw this authorization as to any particular use of any such name or identifying mark at any time: (i) upon a reasonable determination that such use would have a material adverse effect on its reputation or marketing efforts or its affiliates or (ii) if any of the Portfolios of the Trust cease to be available through the Company. Except as set forth in the previous sentence, the Company will not cause or permit, without prior written permission, the use, description or reference to a Pioneer party’s name, or to the relationship contemplated in this Agreement, in any advertisement, or promotional materials or activities, including without limitation, any advertisement or promotional materials published, distributed, or made available, or any activity conducted through, the Internet or any other electronic medium.

ARTICLE V.

FEES AND EXPENSES

5.1.  Neither the Trust, PIM nor PFD shall pay any fee or other compensation to the Company under this Agreement, other than pursuant to Schedule B attached hereto, and the Company shall pay no fee or other compensation to the Trust, PIM or PFD under this Agreement. Notwithstanding the foregoing, the parties hereto will bear certain expenses under the provisions of this Agreement and shall reimburse other parties for expenses initially paid by one party but allocated to another party. In addition, nothing herein shall prevent the parties hereto from otherwise agreeing to perform, and arranging for appropriate compensation for, other services relating to the Trust and/or to the Accounts pursuant to this Agreement.

5.2   The Trust or its designee shall bear the expenses for the cost of registration and qualification of the Shares under all applicable federal and state laws, including preparation and filing of the Trust’s registration statement, and payment of filing fees and registration fees; preparation and filing of the Trust’s proxy materials and reports to Shareholders; setting in type and printing its prospectus and statement of additional information (to the extent provided by and as determined in accordance with Article III above); setting in type and printing the proxy materials and reports to Contract owners and participants (to the extent provided by and as determined in accordance with Article III above); the preparation of all statements and notices required of the Trust by any federal or state law with respect to its Shares; all taxes on the issuance or transfer of the Shares; and the costs of distributing the Trust’s prospectuses, reports to Shareholders and proxy materials to owners of Contracts and participants funded by the Shares and any expenses permitted to be paid or assumed by the Trust pursuant to a plan, if any, under Rule 12b-1 under the 1940 Act. The Trust shall not bear any expenses of marketing the Contracts.

5.3. The Company shall bear the expenses of distributing the Shares’ prospectus or prospectuses in connection with new sales of the Contracts. The Company shall bear all expenses associated with the registration, qualification, and filing of the Contracts under applicable federal securities and state insurance laws; the cost of preparing, printing and distributing the Contract prospectus and

10

statement of additional information; and the cost of preparing, printing and distributing annual individual account statements for Contract owners as required by state insurance laws.

5.4.  The Company agrees to provide certain administrative services, specified in Schedule B attached hereto, in connection with the arrangements contemplated by this Agreement. The parties intend that the services referred to in this Section 5.4 be recordkeeping, shareholder communication, and other transaction facilitation and processing, and related administrative serves and are not the services of an underwriter or principal underwriter of the Trust and the Company is not an underwriter for Shares within the meaning of the 1933 Act.

ARTICLE VI.

DIVERSIFICATION AND RELATED LIMITATIONS

6.1.  The Trust and PIM represent and warrant that each Portfolio of the Trust in which an Account invests will meet the diversification requirements of Section 817(h)(1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio.

6.2.  The Trust and PIM represent that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will maintain such qualification (under Subchapter M or any successor or similar provision).

6.3.  No Shares of the Trust will be sold directly to the general public.

ARTICLE VII.

POTENTIAL MATERIAL CONFLICTS

7.1.  The Trust agrees that the Board, constituted with a majority of disinterested trustees, will monitor each Portfolio of the Trust for the existence of any material irreconcilable conflict between the interests of the variable annuity contract owners and the variable life insurance policy owners of the Company and/or affiliated companies (“contract owners”) 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 laws or regulations, or a public ruling, private letter ruling, no-action or interpretive 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 Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard the voting instructions of contract owners. The Board shall have the sole authority to determine if a material irreconcilable conflict exists, and such determination shall be binding on the Company only if approved in the form of a resolution by a majority of the Board, or a majority of the disinterested trustees of the Board. The Board will give prompt notice of any such determination to the Company.

7.2.  The Company agrees that it will be responsible for assisting the Board in carrying out its responsibilities under the conditions set forth in the Trust’s exemptive application pursuant to which the SEC has granted the Mixed and Shared Funding Exemptive Order by providing the Board, as it may reasonably request, with all information necessary for the Board to consider any issues raised

11

and agrees that it will be responsible for promptly reporting any potential or existing conflicts of which it is aware to the Board including, but not limited to, an obligation by the Company to inform the Board whenever contract owner voting instructions are disregarded. The Company also agrees that, if a material irreconcilable conflict arises, it will at its own cost remedy such conflict up to and including (a) withdrawing the assets allocable to some or all of the Accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting to a vote of all affected contract owners whether to withdraw assets from the Trust or any Portfolio and reinvesting such assets in a different investment medium and, as appropriate, segregating the assets attributable to any appropriate group of contract owners (e.g., annuity contract owners, life insurance owners or variable contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to any of the affected contract owners the option of segregating the assets attributable to their contracts or policies, and (b) establishing a new registered management investment company and segregating the assets underlying the Contracts, unless a majority of Contract owners materially adversely affected by the conflict have voted to decline the offer to establish a new registered management investment company.

7.3.  A majority of the disinterested trustees of the Board shall determine whether any proposed action by the Company adequately remedies any material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, the Company will withdraw from investment in the Trust each of the Accounts designated by the disinterested trustees and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required to remedy any such material irreconcilable conflict as determined by a majority of the disinterested trustees of the Board.

7.4  If a material irreconcilable conflict arises because of a decision by the Company to disregard Contract owner voting instructions and that decision represents a minority position or would preclude a majority vote, the Company may be required, at the Trust’s election, to withdraw the Account’s investment in the Trust and terminate this Agreement; 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 Trust’s independent 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, and until the end of that six-month period PFD and the Trust shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust.

7.5.  If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the Account’s investment in the Trust and terminate this Agreement within six (6) months after the Trust’s Board informs the Company in writing that it has determined that such decision has created a material irreconcilable conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Trust’s Board. Until the end of the foregoing six (6) month period, the Trust and PFD shall continue to accept and implement orders by the Company for the purchase and redemption of shares of the Trust.

7.6.  For purposes of Sections 7.3 through 7.6 of this Agreement, a majority of the disinterested members of the Board shall determine whether any proposed action adequately

12

remedies any material irreconcilable conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.2 to establish a new funding medium for the contracts if an offer to do so has been declined by vote of a majority of Contract owners affected by the material irreconcilable conflict. In the event that the Board determines that any proposed action does not adequately remedy any material irreconcilable conflict, then the Company will withdraw the Account’s investment in the Trust and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination; provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the independent trustees.

7.7.  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 Rule 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable; and (b) Sections 3.5, 3.6, 7.1, 7.2, 7.3 and 7.7 of this Agreement shall continue in effect only to the extent that terms and conditions substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII.

INDEMNIFICATION

8.1.    Indemnification by the Company

The Company agrees to indemnify and hold harmless the Trust, PIM, PFD, any affiliates of PIM, and each of their respective directors, trustees, officers and each person, if any, who controls the Trust or PIM within the meaning of Section 15 of the 1933 Act, and any agents or employees of the foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or expenses (including reasonable counsel fees) to which any Indemnified Party 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:

(a)  arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or statement of additional information for the Contracts or contained in the Contracts or sales literature or other promotional material 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 reasonable reliance upon and in conformity with information furnished to the Company or its designee by or on behalf of the Trust, PIM or PFD for use in the registration statement, prospectus or statement of additional information for the Contracts or in the Contracts or sales literature or other promotional material (or

13

any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Shares; or

(b)  arise out of or as a result of statements or representations not supplied by the Company or its designee, or persons under its control (other than statements or representations contained in the Trust’s registration statement, prospectus, statement of additional information or in sales literature or other promotional material of the Trust and on which the Company has reasonably relied) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Shares; or

(c)  arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional 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 statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Trust by or on behalf of the Company; or

(d)  arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company; or

(e) arise as a result of any failure by the Company to perform any of its obligations under this Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.2.    Indemnification by PIM and PFD

PIM and PFD agree to indemnify and hold harmless the Company and Policy Underwriter and each of their trustees and officers and each person, if any, who controls the Company or Policy Underwriter within the meaning of Section 15 of the 1933 Act, and any agents or employees of the foregoing (each an “Indemnified Party,” or collectively, the “Indemnified Parties” for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or expenses (including reasonable counsel fees) to which any Indemnified Party 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 Shares or the Contracts and:

(a)  arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus, statement of additional information or sales literature or other promotional material 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 statement 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 reasonable reliance upon and in conformity with information furnished to the Trust, PIM, PFD or their respective designees by or on behalf of

14

the Company for use in the registration statement, prospectus or statement of additional information for the Trust or in sales literature or other promotional material for the Trust (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Shares; or

(b)  arise out of or as a result of statements or representations (other than statements or representations contained in the Contract’s registration statement, prospectus, statement of additional information or in sales literature or other promotional material for the Contracts not supplied by the Trust, PIM, PFD or any of their respective designees or persons under their respective control and on which any such entity has reasonably relied) or wrongful conduct of the Trust, PIM, PFD or persons under their control, with respect to the sale or distribution of the Contracts or Shares; or

(c)  arise out of any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, statement of additional information, or sales literature or other promotional literature of the Accounts or relating to 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 Company by or on behalf of the Trust, PIM or PFD; or

(d) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement) or arise out of or result from any other material breach of this Agreement by the Trust; or

(e) arise out of or result from the materially incorrect or untimely calculation or reporting of the daily net asset value per share or dividend or capital gain distribution rate; or

(f) arise as a result of any failure by PIM or PFD to perform any of their respective obligations under this Agreement;

as limited by and in accordance with the provisions of this Article VIII.

8.3.  In no event shall the Trust, PIM or PFD be liable under the indemnification provisions contained in this Agreement to any individual or entity, including without limitation, the Company, or any Participating Insurance Company or any Contract owner, with respect to any losses, claims, damages, liabilities or expenses that arise out of or result from (i) a breach of any representation, warranty, and/or covenant made by the Company hereunder or by any Participating Insurance Company under an agreement containing substantially similar representations, warranties and covenants; (ii) the failure by the Company or any Participating Insurance Company to maintain its segregated asset account (which invests in any Portfolio) as a legally and validly established segregated asset account under applicable state law and as a duly registered unit investment trust under the provisions of the 1940 Act (unless exempt therefrom); or (iii) the failure by the Company or any Participating Insurance Company to maintain its variable annuity and/or variable life insurance contracts (with respect to which any Portfolio serves as an underlying funding vehicle) as life insurance, endowment or annuity contracts under applicable provisions of the Code.

15

8.4.  Neither the Company, the Trust, PIM nor PFD shall be liable under the indemnification provisions contained in this Agreement with respect to any losses, claims, damages, liabilities or expenses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, willful misconduct, 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.

8.5.  Promptly after receipt by an Indemnified Party under this Section 8.5. of notice of commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this section, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any Indemnified Party otherwise than under this section. In case any such action is brought against any Indemnified Party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, assume the defense thereof, with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party of its intention to assume the defense of an action, the Indemnified Party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to such Indemnified Party under this section for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation.

8.6.  A successor by law of the parties to this Agreement shall be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII shall survive any termination of this Agreement.

ARTICLE IX.

APPLICABLE LAW

9.1.  This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

9.2.  This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared Funding Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X.

NOTICE OF FORMAL PROCEEDINGS OR LITIGATION

The Trust, PIM, PFD and the Company agree that each such party shall promptly notify the other parties to this Agreement, in writing, of the institution of any formal proceedings brought against such party or its designees by the NASD, the SEC, or any insurance department or any other regulatory body regarding such party’s duties under this Agreement or related to the sale of the Contracts, the operation of the Accounts, or the purchase of the Shares. Each of the parties further agrees promptly to notify the other parties of the commencement of any litigation or proceeding against it or any of its respective officers, directors, trustees, employees or 1933 Act control persons in connection with this Agreement, the issuance or sale of the Contracts, the operation of the Accounts, or the sale or acquisition of Shares. The indemnification provisions contained in this Article X shall survive any termination of this Agreement.

16

ARTICLE XI.

TERMINATION

11.1.  This Agreement shall terminate with respect to the Accounts, or one, some, or all Portfolios:

(a)  at the option of any party upon three (3) months’ advance written notice delivered to the other parties; provided, however, that such notice shall not be given earlier than three (3) months following the date of this Agreement; or

(b)  at the option of the Company to the extent that the Shares of Portfolios are not reasonably available to meet the requirements of the Contracts or are not “appropriate funding vehicles” for the Contracts, as reasonably determined by the Company. Without limiting the generality of the foregoing, the Shares of a Portfolio would not be “appropriate funding vehicles” if, for example, such Shares did not meet the diversification or other requirements referred to in Article VI hereof; or if the Company would be permitted to disregard Contract owner voting instructions pursuant to Rule 6e-2 or 6e-3(T) under the 1940 Act. Prompt notice of the election to terminate for such cause and an explanation of such cause shall be furnished to the Trust by the Company; or

(c)  at the option of the Trust, PIM or PFD upon institution of formal proceedings against the Company by the NASD, the SEC, or any insurance department or any other regulatory body regarding the Company’s duties under this Agreement or related to the sale of the Contracts, the operation of the Accounts, or the purchase of the Shares; provided that the party terminating this Agreement under this provision shall give notice of such termination to the other parties to this Agreement; or

(d)  at the option of the Company upon institution of formal proceedings against the Trust by the NASD, the SEC, or any state securities or insurance department or any other regulatory body regarding the duties of the Trust, PIM or PFD under this Agreement or related to the sale of the Shares; provided that the party terminating this Agreement under this provision shall give notice of such termination to the other parties to this Agreement; or

(e)  at the option of the Company, the Trust, PIM or PFD upon receipt of any necessary regulatory approvals and/or the vote of the Contract owners having an interest in the Accounts (or any subaccounts) to substitute the shares of another investment company for the corresponding Portfolio Shares in accordance with the terms of the Contracts for which those Portfolio Shares had been selected to serve as the underlying investment media. The Company will give thirty (30) days’ prior written notice to the Trust of the Date of any proposed vote or other action taken to replace the Shares; or

(f)  at the option of the Trust, PIM or PFD by written notice to the Company, if any one or all of the Trust, PIM or PFD respectively, shall determine, in their sole judgment exercised in good faith, that the Company has suffered a material adverse change in its business, operations, financial condition, or prospects since the date of this Agreement or is the subject of material adverse publicity; or

17

(g)  at the option of the Company by written notice to the Trust, PIM or PFD, if the Company shall determine, in its sole judgment exercised in good faith, that the Trust, PIM or PFD has suffered a material adverse change in this business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or

(h)  at the option of any party to this Agreement, upon another unaffiliated party’s material breach of any provision of or representation contained in this.

11.2.  The notice shall specify the Portfolio or Portfolios, Contracts and, if applicable, the Accounts as to which the Agreement is to be terminated.

11.3.  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 cause or for no cause.

11.4.  Except as necessary to implement Contract owner initiated transactions, or as required by state insurance laws or regulations, the Company shall not redeem the Shares attributable to the Contracts (as opposed to the Shares attributable to the Company’s assets held in the Accounts), and the Company shall not prevent Contract owners from allocating payments to a Portfolio that was otherwise available under the Contracts, until thirty (30) days after the Company shall have notified the Trust of its intention to do so.

11.5.  Notwithstanding any termination of this Agreement, the Trust and PFD shall, at the option of the Company, continue for a period not exceeding six (6) months to make available additional shares of the Portfolios pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement (the “Existing Contracts”), except as otherwise provided under Article VII of this Agreement; provided, however, that in the event of a termination pursuant to Section 11.1. (c), (f) or (h), the Trust, PIM and PFD shall at their option have the right to terminate immediately all sales of Shares to the Company. Specifically, without limitation, the owners of the Existing Contracts shall be permitted to transfer or reallocate investment under the Contracts, redeem investments in any Portfolio and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts.

11.6  Notwithstanding any termination of this Agreement, each party’s obligations under Article VIII to indemnify the other parties shall survive and not be affected by any termination of this Agreement. In addition, with respect to Existing Contracts, all provisions of this Agreement shall also survive and not be affected by any termination of this Agreement

ARTICLE XII.

NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail, overnight courier or facsimile 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:

Pioneer Variable Contracts Trust

c/o Hale and Dorr

60 State Street

Boston, Massachusetts 02109

18

Attn: Joseph P. Barri, Secretary

If to the Company:

Attn:

If to PIM:

Pioneer Investment Management, Inc.

60 State Street

Boston, Massachusetts 02109

Attn: Elizabeth A. Watson, Senior Counsel

If to PFD:

Pioneer Funds Distributor, Inc.

60 State Street

Boston, Massachusetts 02109

Attn: William A. Misata, Senior Vice President

ARTICLE XIII.

MISCELLANEOUS

13.1.  Subject to the requirement of legal process and regulatory authority, each party hereto shall treat as confidential all information reasonably identified as confidential in writing by any party hereto and, except as permitted by this Agreement or as otherwise required by applicable law or regulation, shall not disclose, disseminate or utilize such other confidential information without the express written consent of the affected party until such time as it may come into the public domain. Notwithstanding anything to the contrary in this Agreement, in addition to and not in lieu of other provisions in this Agreement:

(a)  “Confidential Information: includes without limitation all information regarding the customers of the Company, the Trust, PIM, PFD or any of their subsidiaries, affiliates or licensees; or the accounts, account numbers, names, addresses, social security numbers or any other personal identifier of such customers; or any information derived therefrom.

(b)  Neither the Company, the Trust, PIM or PFD may disclose Confidential Information for any purpose other than to carry out the purpose for which Confidential Information was provided to the Company, the Trust, PIM or PFD as set forth in this Agreement; and the Company, the Trust, PIM and PFD agree to cause their employees, agents and representatives, or any other party to whom the Company, the Trust, PIM or PFD may provide access to or disclose Confidential Information to limit the use and disclosure of Confidential Information to that purpose.

(c)  The Company, the Trust, PIM and PFD agree to implement appropriate measures designed to ensure the security and confidentiality of Confidential Information, to protect such information against any anticipated threats or hazards to the security

19

and integrity of such information, and to protect against unauthorized access to, or use of, Confidential Information that could result in substantial harm or inconvenience to any of the customers of the Company or any of its subsidiaries, affiliates or licensees; the Company, the Trust, PIM and PFD further agree to cause all their respective agents, representatives or subcontractors, or any other party to whom they provide access to or disclose Confidential Information, to implement appropriate measures to meet the objectives set forth in this Section 13.1.

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 one 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.  The Schedule attached hereto, as modified from time to time, is incorporated herein by reference and is part of this Agreement.

13.6.  Each party hereto shall cooperate with each other party in connection with inquiries by appropriate governmental authorities (including without limitation the SEC, 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.

13.7.  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.

13.8.  A copy of the Trust’s Certificate of Trust is on file with the Secretary of State of Delaware. The Company acknowledges that the obligations of or arising out of this instrument are not binding upon any of the Trust’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest hereunder. The Company further acknowledges that the assets and liabilities of each Portfolio are separate and distinct and that the obligations of or arising out of this instrument are binding solely upon the assets or property of the Portfolio on whose behalf the Trust has executed this instrument. The Company also agrees that the obligations of each Portfolio hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and the Company agrees not to proceed against any Portfolio for the obligations of another Portfolio.

13.9.  Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in a forum jointly selected by the relevant parties (but if applicable law requires some other forum, then, such other forum) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

13.10.  This Agreement of any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto.

20

13.11.  The Trust, PIM and PFD agree that the obligations assumed by the Company shall be limited in any case to the Company and its assets and neither the Trust, PIM nor PFD shall seek satisfaction of any such obligation from the shareholders of Company, the directors, officers, employees or agents of the Company, or any of them.

13.12.  No provision of the Agreement may be deemed or construed to modify or supersede any contractual rights, duties, or indemnifications, as between PIM and the Trust and PFD and the Trust.

13.13.  This Agreement, including any Schedules hereto, may be amended only by a written instrument executed by each party hereto.

21

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 above.

LIFE INSURANCE COMPANY
By its authorized officer,
By:
	name title
	Date:

PIONEER VARIABLE CONTRACTS TRUST, on behalf of the Portfolios
By its authorized officer and not individually,
By:
	Joseph P. Barri Secretary
	Date:

PIONEER INVESTMENT MANAGEMENT, INC.
By its authorized officer,
By:
	Daniel T. Geraci President and Chief Executive Officer
	Date:

22

SCHEDULE A

ACCOUNTS, CONTRACTS AND PORTFOLIOS

SUBJECT TO THE PARTICIPATION AGREEMENT

As of                , 2002

Name of Separate Account and Date Established by Board of Directors	Contracts Funded by Separate Account	Portfolios and Class of Shares Available to Contracts
Variable Annuity Account		Pioneer Mid Cap Value VCT Portfolio (Class II) Pioneer Small Cap Value VCT Portfolio (Class II)
Variable Annuity Account

23

Schedule B

Fees to the Company

1.    Administrative Services

Administrative services to Contract owners and participants shall be the responsibility of the Company and shall not be the responsibility of the Trust or PFD. The Company will provide properly registered and licensed personnel and any systems needed for all Contract owners servicing and support—for both fund and annuity and life insurance information and questions, including:

n  Communicate all purchase, withdrawal, and exchange orders it receives from its customers to PFD;

n  Respond to Contract owner and participant inquires;

n  Delivery of both Trust and Contract prospectuses as required under applicable law;

n  Entry of initial and subsequent orders;

n  Transfer of cash to Portfolios;

n  Explanations of Portfolio objectives and characteristics;

n  Entry of transfers between Portfolios;

n  Portfolio balance and allocation inquires; and

n  Provide information to Trust’s proxy vendor to enable vendor to mail Trust proxies.

2.    Administrative Service Fees

For the administrative services set forth above, PIM or any of its affiliates shall pay a servicing fee based on the annual rate of 0.        % of the average aggregate net daily assets invested in the Class I Shares of the Portfolios and 0.        % of the average aggregate net daily assets invested in the Class II Shares of the Portfolios through the Accounts at the end of each calendar quarter. Such payments will be made to the Company within thirty (30) days after the end of each calendar quarter. Such fees shall be paid quarterly in arrears. Each payment will be accompanied by a statement showing the calculation of the fee payable to the Company for the quarter and such other supporting data as may be reasonably requested by the Company. The Company will calculate the asset balance on each day on which the fee is to be paid pursuant to this Agreement with respect to each Portfolio for the purpose of reconciling its calculation of average aggregate net daily assets with PIM’s calculation. Annually (as of 12/31) or upon reasonable request of PIM, Company will provide PIM a statement showing the number of subaccounts in each Class of Shares of each Portfolio as of the most recent calendar quarter end.

3.    12b-1 Distribution Related Fees (Class II Shares Only)

In accordance with the Portfolios’ plans pursuant to Rule 12b-1 under the Investment Company Act of 1940, PFD will make payments to the Company at an annual rate of 0.        % of the average daily net assets invested in the Class II shares of the Portfolios through the Accounts in each calendar quarter. PFD will make such payments to the Company within thirty (30) days after the end of each calendar quarter. Each payment will be accompanied by a statement showing the calculation of the fee payable to the Company for the quarter and such other supporting data as may be reasonably requested by the Company. The 12b-1 distribution related fees will be paid to the Company for as long as the Accounts own any Shares of a Portfolio and (i) distribution services are being provided pursuant to this Agreement and (ii) a 12b-1 plan is in effect with respect to such Portfolio.

24

Exhibit I

To

Participation Agreement

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation’s Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification System

1.    As provided in Section 1.1 of the Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Fund shares through National Securities Clearing Corporation (“NSCC”) and its subsidiary systems as follows:

(a)  Distributor or the Funds will furnish to Company or its affiliate through NSCC’s Mutual Fund Profile System (“MFPS”) (1) the most current net asset value information for each Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Fund’s ex-date, and (3) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to Company or its affiliate by 6:30 p.m. Eastern Time on each business day that the Fund is open for business (each a “Business Day”) or at such other time as that information becomes available. Changes in pricing information will be communicated to both NSCC and Company.

(b)  Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Fund’s net asset value is calculated as specified in such Fund’s prospectus (“Close of Trading”) on each Business Day (“Instructions”), and upon its determination that there are good funds with respect to Instructions involving the purchase of Shares, Company or its affiliate will calculate the net purchase or redemption order for each Fund. Orders for net purchases or net redemptions derived from Instructions received by Company or its affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC’s Mutual Fund Settlement, Entry and Registration Verification System (“Fund/SERV”) by 5:00 a.m. Eastern Time on the next Business Day. Subject to Company’s or its affiliate’s compliance with the foregoing, Company or its affiliate will be considered the agent of the Distributor and the Funds, and the Business Day on which Instructions are received by Company or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by Company or its affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Fund’s then current prospectuses.

(c)  Company or its affiliate will wire payment for net purchase orders by the Fund’s NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by Company or its affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received.

(d)  NSCC will wire payment for net redemption orders by Fund, in immediately available funds, to an NSCC settling bank account designated by Company or its affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as provided in a Fund’s prospectus and statement of additional information.

(e)  With respect to (c) or (d) above, if Distributor does not send a confirmation of Company’s or its affiliate’s purchase or redemption order to NSCC by the applicable deadline to be included in that

25

Business Day’s payment cycle, payment for such purchases or redemptions will be made the following Business Day.

(f)  If on any day Company or its affiliate, or Distributor is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to Distributor or Company or its affiliate, as applicable, as is otherwise provided in the Agreement.

(g)  These procedures are subject to any additional terms in each Fund’s prospectus and the requirements of applicable law. The Funds reserve the right, at their discretion and without notice, to suspend the sale of shares or withdraw the sale of shares of any Fund.

2.    Company or its affiliate, Distributor and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized.

3.    Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Exhibit.

26

EX-1.A(8)(B)(XII)

                                                         Exhibit 1.A(8)(b)(xii)

                   FOURTH 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 "Insurance 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 Insurance Company
through certain separate accounts (the "Separate Accounts");

         WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule A of the Participation Agreement;

         WHEREAS, the Parties have agreed that it is in their interests to add
an additional Contract funded by the Separate Accounts;

         NOW, THEREFORE, in consideration of their mutual promises, the
Insurance Company, the Fund and the Underwriter agree as follows:

         1. The Participation Agreement is hereby amended by substituting for
the original Schedule A an amended Schedule A in the form attached hereto which
adds the Variable Survivorship Universal Life policy to the list of Contracts
funded by the Separate Accounts.

Executed this 28th day of May, 1999.



Security Life of Denver Insurance Company      Variable Insurance Products Fund


BY: /s/ Gary W. Waggoner                       BY: /s/ Robert C. Pozen
    Gary W. Waggoner                               Robert C. Pozen
    Vice President, General Counsel                Senior Vice President
      and Corporate Secretary


                                               Fidelity Distributors Corporation


                                               BY: /s/ Kevn J. Kelly
                                                   Kevin J. Kelly
                                                   Vice President


                                       -1-




                                   Schedule A
                                   ----------

                   Separate Accounts and Associated Contracts
                   ------------------------------------------



Name of Separate Account and                              Contracts Funded
Date Established by Board of Directors                    By Separate Account
- ----------------------------------------                  ---------------------

                                                  
Security Life Separate Account Al                    o    The Exchequer Variable Annuity
(November 3, 1993)                                        (Flexible Premium Deferred Combination
                                                          Fixed and Variable Annuity Contract)

Security Life Separate Account Ll                    o    First Line (Flexible Premium Variable
(November 3, 1993)                                        Life Insurance Policy)
                                                     o    Strategic Advantage Variable Universal Life
                                                          (Flexible Premium Variable Universal
                                                          Life Insurance Policy)
                                                     o    FirstLine II Variable Universal Life (Flexible
                                                          Premium Variable Life Insurance Policy)
                                                     o    Strategic Advantage II Variable Universal Life
                                                          (Flexible Premium Variable Life Insurance)
                                                     o    Variable Survivorship Universal Life
                                                          (Flexible Premium Variable Life Insurance)




                                       -2-

EX-1.A(8)(B)(XIII)

                                                         Exhibit 1.A(8)(b)(xiii)

                   FOURTH 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 ("Insurance 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 Fund's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by Insurance Company
through certain separate accounts (the "Separate Accounts").

         WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule A of the Participation Agreement;

         WHEREAS, the Parties have agreed that it is in their interests to add
an additional Contract funded by the Separate Accounts;

         NOW, THEREFORE, in consideration of their mutual promises, Insurance
Company, Fund, and Underwriter agree as follows:

         1. The Participation Agreement is hereby amended by substituting for
the original Schedule A an amended Schedule A in the form attached hereto which
adds the Variable Survivorship Universal Life policy to the list of Contracts
funded by the Separate Accounts.

Executed this 28th day of May, 1999.



Security Life of Denver Insurance Company    Variable Insurance Products Fund II


BY: /s/ Gary W. Waggoner                     BY: /s/ Robert C. Pozen
    Gary W. Waggoner                             Robert C. Pozen
    Vice President, General Counsel              Senior Vice President
      and Corporate Secretary


                                             Fidelity Distributors Corporation


                                             BY: /s/ Kevn J. Kelly
                                                 Kevin J. Kelly
                                                 Vice President

                                       -1-



                                   Schedule A
                                   ----------

                   Separate Accounts and Associated Contracts
                   ------------------------------------------




Name of Separate Account and                              Contracts Funded
Date Established by Board of Directors                    By Separate Account
- ----------------------------------------                  ---------------------

                                                  
Security Life Separate Account Al                    o    The Exchequer Variable Annuity
(November 3, 1993)                                        (Flexible Premium Deferred Combination
                                                          Fixed and Variable Annuity Contract)

Security Life Separate Account Ll                    o    First Line (Flexible Premium Variable
(November 3, 1993)                                        Life Insurance Policy)
                                                     o    Strategic Advantage Variable Universal Life
                                                          (Flexible Premium Variable Universal
                                                          Life Insurance Policy)
                                                     o    FirstLine II Variable Universal Life (Flexible
                                                          Premium Variable Life Insurance Policy)
                                                     o    Strategic Advantage II Variable Universal Life
                                                          (Flexible Premium Variable Life Insurance)
                                                     o    Variable Survivorship Universal Life
                                                          (Flexible Premium Variable Life Insurance)

                                       -2-

EX-1.A(8)(B)(XIV)

                                                          Exhibit 1.A(8)(b)(xiv)

                                 AMENDMENT NO. 2

                             PARTICIPATION AGREEMENT


         The Participation Agreement (the "Agreement"), dated December 3,
1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation,
Security Life of Denver Insurance Company, a Colorado life insurance company and
ING America Equities, Inc., a Colorado corporation, is hereby amended as
follows:

         Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:


                                   SCHEDULE A





        FUNDS AVAILABLE UNDER THE                SEPARATE ACCOUNTS                  CONTRACTS FUNDED BY THE SEPARATE
                 POLICIES                       UTILIZING THE FUNDS                             ACCOUNTS
                                                                   
AIM V.I. Government Securities Fund        Separate Account Al           o THE EXCHEQUER VARIABLE ANNUITY

AIM V.I. Capital Appreciation Fund         Separate Account Ll           o FIRST LINE VARIABLE UNIVERSAL LIFE
AIM V.I. Government Securities Fund                                      o FIRST LINE II VARIABLE UNIVERSAL LIFE
                                                                         o STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE
                                                                         o STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE
                                                                         o VARIABLE SURVIVORSHIP UNIVERSAL LIFE




         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.


Effective Date:  May 20, 1999




                                              AIM VARIABLE INSURANCE FUNDS, INC.


Attest:/s/ Nancy L. Martin                    By: /s/ Robert H. Graham
Name:  Nancy L. Martin                        Name:  Robert H. Graham
Title:  Assistant Secretary                   Title:  President


(SEAL)


                                     1 of 2




                                     SECURITY LIFE OF DENVER INSURANCE COMPANY


Attest: /s/ Eric G. Banta            By:   /s/ Gary W. Waggoner
Name:  Eric G. Banta                 Name:  Gary W. Waggoner
Title: Assistant Secretary           Title:  Vice President


(SEAL)



                                     ING AMERICA EQUITIES, INC.


Attest: /s/ Shirley A. Knarr         By:   /s/ Martha K. Evans
Name:  Shirley A. Knarr              Name:  Martha K. Evans
Title: Actuarial Officer             Title:  Vice President, Variable Operations

(SEAL)

                                     2 of 2

EX-1.A(8)(B)(XX)

                                                           Exhibit 1.A(8)(b)(xx)

                   SIXTH 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 "Insurance 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 Insurance Company
through certain separate accounts (the "Separate Accounts");

     WHEREAS, the various Contracts for which shares are purchased are listed in
Schedule A of the Participation Agreement;

     WHEREAS, the Parties have agreed that it is in their interests to add an
additional Contract funded by the Separate Accounts;

     NOW, THEREFORE, in consideration of their mutual promises, the Insurance
Company, the Fund and the Underwriter agree as follows:

     1. The Participation Agreement is hereby amended by substituting for the
original Schedule A an amended Schedule A in the form attached hereto which adds
the Estate Designer Variable Universal Life and the Strategic Benefit Variable
Universal Life policies to the list of Contracts funded by the Separate
Accounts.

Executed this 29th day of February, 2000.



Security Life of Denver Insurance              Variable Insurance Products Fund
  Company


BY:/s/ Gary W. Waggoner                        BY:/s/ Robert C. Pozen
   -------------------------------                -----------------------------
   Gary W. Waggoner                               Robert C. Pozen
   Vice President, General Counsel                Senior Vice President
   and Corporate Secretary

                                               Fidelity Distributors Corporation


                                               BY:/s/ Kevin J. Kelly
                                                  -----------------------------
                                                  Kevin J. Kelly
                                                  Vice President

                                                         -1-





                                   Schedule A

                   Separate Accounts and Associated Contracts

Name of Separate Account and              Contracts Funded
Date Established by Board of Directors    By Separate Account
- --------------------------------------    -------------------

Security Life Separate Account Al         o   The Exchequer Variable Annuity
(November 3, 1993)                            (Flexible Premium Deferred
                                              Combination Fixed and Variable
                                              Annuity Contract)

Security Life Separate Account Ll         o   First Line (Flexible Premium
(November 3, 1993)                            Variable Life Insurance Policy)
                                          o   Strategic Advantage Variable
                                              Universal Life (Flexible Premium
                                              Variable Universal Life Insurance
                                              Policy)
                                          o   FirstLine II Variable Universal
                                              Life (Flexible Premium Variable
                                              Life Insurance Policy)
                                          o   Strategic Advantage II Variable
                                              Universal Life (Flexible Premium
                                              Variable Life Insurance)
                                          o   Variable Survivorship Universal
                                              Life (Flexible Premium Variable
                                              Life Insurance)
                                          o   Corporate Benefits Variable
                                              Universal Life (Flexible Premium
                                              Variable Life Insurance)
                                          o   Estate Designer Variable Universal
                                              Life (Flexible Premium Variable
                                              Life Insurance)
                                          o   Strategic Benefit Variable
                                              Universal Life (Flexible Premium
                                              Variable Universal Life Insurance
                                              Policy)

                                       -2-

EX-1.A(8)(B)(XXI)

                                                          Exhibit 1.A(8)(b)(xxi)

                   SIXTH 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 ("Insurance 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 Fund's portfolios
are to be made available to certain variable life insurance and/or variable
annuity contracts (the "Contracts") offered by Insurance Company through certain
separate accounts (the "Separate Accounts").

     WHEREAS, the various Contracts for which shares are purchased are listed in
Schedule A of the Participation Agreement;

     WHEREAS, the Parties have agreed that it is in their interests to add an
additional Contract funded by the Separate Accounts;

     NOW, THEREFORE, in consideration of their mutual promises, Insurance
Company, Fund, and Underwriter agree as follows:

     1. The Participation Agreement is hereby amended by substituting for the
original Schedule A an amended Schedule A in the form attached hereto which adds
the Estate Designer Variable Universal Life and the Strategic Benefit Variable
Universal Life policies to the list of Contracts funded by the Separate
Accounts.

Executed this 29th day of February, 2000.




Security Life of Denver Insurance           Variable Insurance Products Fund II
  Company


BY:/s/ Gary W. Waggoner                     BY:/s/ Robert C. Pozen
   -------------------------------             -----------------------------
   Gary W. Waggoner                            Robert C. Pozen
   Vice President, General Counsel             Senior Vice President
   and Corporate Secretary

                                            Fidelity Distributors Corporation


                                            BY:/s/ Kevin J. Kelly
                                               -----------------------------
                                               Kevin J. Kelly
                                               Vice President

                                       -1-





                                   Schedule A

                   Separate Accounts and Associated Contracts

Name of Separate Account and                 Contracts Funded
Date Established by Board of Directors       By Separate Account
- --------------------------------------       -------------------

Security Life Separate Account Al         o   The Exchequer Variable Annuity
(November 3, 1993)                            (Flexible Premium Deferred
                                              Combination Fixed and Variable
                                              Annuity Contract)

Security Life Separate Account Ll         o   First Line (Flexible Premium
                                              Variable (November 3, 1993) Life
                                              Insurance Policy)
                                          o   Strategic Advantage Variable
                                              Universal Life (Flexible Premium
                                              Variable Universal Life Insurance
                                              Policy)
                                          o   FirstLine II Variable Universal
                                              Life (Flexible Premium Variable
                                              Life Insurance Policy)
                                          o   Strategic Advantage II Variable
                                              Universal Life (Flexible Premium
                                              Variable Life Insurance)
                                          o   Variable Survivorship Universal
                                              Life (Flexible Premium Variable
                                              Life Insurance)
                                          o   Corporate Benefits Variable
                                              Universal Life (Flexible Premium
                                              Variable Life Insurance)
                                          o   Estate Designer Variable Universal
                                              Life (Flexible Premium Variable
                                              Life Insurance)
                                          o   Strategic Benefit Variable
                                              Universal Life (Flexible Premium
                                              Variable Universal
                                              Life Insurance Policy)

                                       -2-

EX-1.A(8)(B)(XXXI)

Exhibit 1.A(8)(b)(xxxi)

SIXTH 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 ("Insurance Company"), INVESCO Variable Investment Funds, Inc., a Maryland corporation (the "Company"), and INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO") (collectively, the "Parties).

     WHEREAS, the Parties executed a participation agreement dated August 26, 1994 (the "Participation Agreement"), governing how shares of the Company's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Insurance Company through certain separate accounts (the "Separate Accounts");

     WHEREAS, the various Contracts for which shares are purchased are listed in Schedule B of the Participation Agreement;

     WHEREAS, the Parties have agreed that it is in their interests to add an additional Contract funded by the Separate Accounts;

     NOW THEREFORE, in consideration of their mutual promises, the Insurance Company, the Company and INVESCO agree as follows:

1. The Participation Agreement is hereby amended by substituting for the original Schedule B an amended Schedule B in the form attached hereto which adds the Asset Portfolio Manager Variable Universal Life to the list of Contracts funded by the Separate Accounts.

Executed this 1st day of February, 2001.

ATTEST:	INVESCO Variable Investment Funds, Inc.
/s/ Glen A. Payne	BY:	/s/ Ronald L. Grooms
		Ronald L. Grooms
		Treasurer
ATTEST:	Security Life of Denver Insurance Company
	BY:	/s/ James L. Livingston, Jr.
		James L. Livingston, Jr.
		Executive Vice President
ATTEST:	INVESCO Funds Group, Inc.
/s/ Glen A. Payne	BY:	/s/ Ronald L. Grooms
		Ronald L. Grooms
		Senior Vice President

SCHEDULE B

Contracts

1. The Exchequer Variable Annuity	(Flexible Premium Deferred Combination Fixed and Variable Annuity Contract)
2. FirstLine	(Flexible Premium Variable Life Insurance Policy)
3. Strategic Advantage Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
4. FirstLine II Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
5. Strategic Advantage II Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
6. Variable Survivorship Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
7. Corporate Benefits Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
8. Estate Designer Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
9. Strategic Benefit Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy)
10. Asset Portfolio Manager Variable Universal Life	(Flexible Premium Variable Universal Life Insurance Policy

EX-1.A(8)(B)(XXXIX)

                                                        Exhibit 1.A(8)(b)(xxxix)

                   SECOND 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 ("Insurance Company"), INVESCO Variable Investment Funds, Inc., a
Maryland corporation (the "Company"), and INVESCO Funds Group, Inc., a Delaware
corporation ("INVESCO") (collectively, the "Parties).

         WHEREAS, the Parties executed a participation agreement dated August
26, 1994 (the "Participation Agreement"), governing how shares of the Company's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by the Insurance Company
through certain separate accounts (the "Separate Accounts");

         WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule B of the Participation Agreement;

         WHEREAS, the Parties have agreed that it is in their interests to add
two additional Contracts funded by the Separate Accounts;

         NOW THEREFORE, in consideration of their mutual promises, the Insurance
Company, the Company and INVESCO agree as follows:

1. The Participation Agreement is hereby amended by substituting for the
original Schedule B an amended Schedule B in the form attached hereto which adds
the Strategic Advantage II Universal Life Policy and FirstLine II Variable
Universal Life Policy to the list of Contracts funded by the Separate Accounts.

Executed this 1st day of June, 1998.

ATTEST:                               INVESCO Variable Investment Funds, Inc.


                                      BY: /s/ Ronald L. Grooms



ATTEST:                               Security Life of Denver Insurance Company


                                      BY: /s/ Gary W. Waggoner



ATTEST:                               INVESCO Funds Group, Inc.


                                      BY: /s/ Ronald L. Grooms





                                   SCHEDULE B

                                    Contracts

                                                           
1.  The Exchequer Variable Annuity                            (Flexible Premium Deferred Combination Fixed
                                                              and Variable Annuity Contract)

2.  First Line                                                (Flexible Premium Variable Life Insurance Policy)

3.  Strategic Advantage Variable Universal Life               (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

4.  First Line II Variable Universal Life                     (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

5.  Strategic Advantage II Variable Universal Life            (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

EX-1.A(8)(B)(XXXX)

                                                         Exhibit 1.A(8)(b)(xxxx)

                   THIRD 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 ("Insurance Company"), INVESCO Variable Investment Funds, Inc., a
Maryland corporation (the "Company"), and INVESCO Funds Group, Inc., a Delaware
corporation ("INVESCO") (collectively, the "Parties).

         WHEREAS, the Parties executed a participation agreement dated August
26, 1994 (the "Participation Agreement"), governing how shares of the Company's
portfolios are to be made available to certain variable life insurance and/or
variable annuity contracts (the "Contracts") offered by the Insurance Company
through certain separate accounts (the "Separate Accounts");

         WHEREAS, the various Contracts for which shares are purchased are
listed in Schedule B of the Participation Agreement;

         WHEREAS, the Parties have agreed that it is in their interests to add
an additional Contract funded by the Separate Accounts;

         NOW THEREFORE, in consideration of their mutual promises, the Insurance
Company, the Company and INVESCO agree as follows:

1. The Participation Agreement is hereby amended by substituting for the
original Schedule B an amended Schedule B in the form attached hereto which adds
the Variable Survivorship Universal Life Policy to the list of Contracts funded
by the Separate Accounts.

Executed this June 4, 1999.

ATTEST:                               INVESCO Variable Investment Funds, Inc.


                                      BY: /s/ Ronald L. Grooms



ATTEST:                               Security Life of Denver Insurance Company


                                      BY: /s/ Gary W. Waggoner



                                      INVESCO Funds Group, Inc.


                                      BY: /s/ Ronald L. Grooms





                                   SCHEDULE B

                                    Contracts

                                                           
1.  The Exchequer Variable Annuity                            (Flexible Premium Deferred Combination Fixed
                                                              and Variable Annuity Contract)

2.  First Line                                                (Flexible Premium Variable Life Insurance Policy)

3.  Strategic Advantage Variable Universal Life               (Flexible Premium Variable  Universal Life
                                                              Insurance Policy)

4.  FirstLine II Variable Universal Life                      (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

5.  Strategic Advantage II Variable Universal Life            (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

6.  Variable Survivorship Universal Life                     (Flexible Premium Variable Universal Life
                                                              Insurance Policy)

EX-1.A(8)(B)(XXXXI)

                                                        Exhibit 1.A(8)(b)(xxxxi)

                                 AMENDMENT NO. 1

                             PARTICIPATION AGREEMENT


         The Participation Agreement (the "Agreement"), dated December 3,
1997, by and among AIM Variable Insurance Funds, Inc., a Maryland corporation,
Security Life of Denver Insurance Company, a Colorado life insurance company and
ING America Equities, Inc., a Colorado corporation, is hereby amended as
follows:

         Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:


                                   SCHEDULE A




        FUNDS AVAILABLE UNDER THE                SEPARATE ACCOUNTS                  CONTRACTS FUNDED BY THE SEPARATE
                 POLICIES                       UTILIZING THE FUNDS                             ACCOUNTS
                                                                   
AIM V.I. Government Securities Fund        Separate Account Al           o THE EXCHEQUER VARIABLE ANNUITY

AIM V.I. Capital Appreciation Fund         Separate Account Ll           o FIRST LINE VARIABLE UNIVERSAL LIFE
AIM V.I. Government Securities Fund                                      o FIRST LINE II VARIABLE UNIVERSAL LIFE
                                                                         o STRATEGIC ADVANTAGE VARIABLE UNIVERSAL LIFE
                                                                         o STRATEGIC ADVANTAGE II VARIABLE UNIVERSAL LIFE


         All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.


Effective Date:  6/23/98



                                              AIM VARIABLE INSURANCE FUNDS, INC.


Attest:/s/ Nancy L. Martin                    By: /s/ Robert H. Graham
Name:  Nancy L. Martin                        Name:  Robert H. Graham
Title:  Assistant Secretary                   Title:  President


(SEAL)


                                     1 of 2





                                     SECURITY LIFE OF DENVER INSURANCE COMPANY


Attest: /s/ Eric G. Banta            By:   /s/ Gary W. Waggoner
Name:  Eric G. Banta                 Name:  Gary W. Waggoner
Title: Assistant Secretary           Title:  Vice President


(SEAL)



                                     ING AMERICA EQUITIES, INC.


Attest: /s/ Shirley A. Knarr         By:   /s/ Carol D. Hard
Name:  Shirley A. Knarr              Name:  Carol D. Hard
Title: Actuarial Officer             Title:  President

(SEAL)


                                     2 of 2

EX-1.A(8)(B)(XXXXII)

Exhibit 1.A(8)(b)(xxxxii)

FIRST AMENDMENT TO SALES AGREEMENT

     THIS AGREEMENT is made by and between The Alger American Fund ("FUND"), a Massachusetts business trust, FRED ALGER MANAGEMENT, INC., a New York corporation ("ADVISER"), and SECURITY LIFE OF DENVER INSURANCE COMPANY ("LIFE COMPANY"), a life insurance company organized under the laws of the State of Colorado (collectively, the "PARTIES").

     WHEREAS, the PARTIES executed a sales agreement dated August 26, 1994 (the "Sales Agreement"), governing how shares of FUND's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts offered by LIFE COMPANY through certain separate accounts (the "Separate Accounts").

WHEREAS, the FUND portfolios, available to the Separate Accounts are listed in Appendix A of the Sales Agreement;

WHEREAS, the PARTIES have agreed that it is in their interests to make two additional FUND portfolios available to the separate accounts;

NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY, FUND and ADVISER agree as follows:

     1.     The Sales Agreement is hereby amended by substituting for the original Appendix A an amended Appendix A in the form attached hereto which adds the Alger American Growth Portfolio and Alger American Leveraged Allcap Portfolio to the list of portfolios made available to the Separate Accounts.

Executed this 28th day of February, 1995.

	The Alger American Fund
ATTEST: /s/ Nanci Staple	BY: /s/ Gregory S. Duch
	Security Life of Denver Insurance Company
ATTEST: /s/ Bonnie C. Dailey	BY: /s/ Steve Largent
	Fred Alger Management, Inc.
ATTEST: /s/ Nanci Staple	BY: /s/ Gregory S. Duch

APPENDIX A

Alger American Small Capitalization Portfolio
Alger American MidCap Growth Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio

EX-1.A(8)(B)(L)

Exhibit 1.A(8)(b)(l)

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 other investment companies available under the Variable Life Insurance Contracts offered by the Company are listed in Schedule C 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 Schedule C amended Schedule C in the form attached hereto.

Executed this 5th day of April, 2002.

Security Life of Denver Insurance Company		Variable Insurance Products Fund
BY:	/s/ Jim Livingston	BY:	/s/ Maria Dwyer
	Jim Livingston		Maria Dwyer
	Executive Vice President		Treasurer
		Fidelity Distributors Corporation
		BY:	/s/ Mike Kellogg
			Mike Kellogg
			Executive Vice President

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
The 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
	Diversified Midcap Portfolio
	Large Cap Value Portfolio
ING Income Shares
	ING VP Bond Portfolio
ING Partners, Inc.
	ING Brinson Tactical Asset Allocation Portfolio - I Class
	ING Van Kampen Comstock Portfolio - I Class
ING Variable Portfolios, Inc.
	ING VP Index Plus Large Cap Portfolio
	ING VP Index Plus Mid Cap Portfolio
	ING VP Index Plus Small Cap Portfolio
ING Variable Products Trust
	ING VP Growth Opportunities Portfolio
	ING VP MagnaCap Portfolio
	ING VP MidCap Opportunities Portfolio
	ING VP SmallCap Opportunities Portfolio
INVESCO VIF High Yield Fund
INVESCO VIF Core Equity Fund
INVESCO VIF Health Sciences 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
	Business Opportunity Value 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
Pioneer Investment Management, Inc.
	Mid Cap Value VCT Portfolio - Class II
	Small Cap Value VCT Portfolio - Class II
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

EX-1.A(8)(B)(LI)

Exhibit 1.A(8)(b)(li)

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 other investment companies available under the Variable Life Insurance Contracts offered by the Company are listed in Schedule C 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 Schedule C amended Schedule C in the form attached hereto.

Executed this 5th day of April, 2002.

Security Life of Denver Insurance Company		Variable Insurance Products Fund II
BY:	/s/ Jim Livingston	BY:	/s/ Maria Dwyer
	Jim Livingston		Maria Dwyer
	Executive Vice President		Treasurer
		Fidelity Distributors Corporation
		BY:	/s/ Mike Kellogg
			Mike Kellogg
			Executive Vice President

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
	Growth Portfolio
	Money Market Portfolio
	Overseas Portfolio
The 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
	Diversified Midcap Portfolio
	Large Cap Value Portfolio
ING Income Shares
	ING VP Bond Portfolio
ING Partners, Inc.
	ING Brinson Tactical Asset Allocation Portfolio - I Class
	ING Van Kampen Comstock Portfolio - I Class
ING Variable Portfolios, Inc.
	ING VP Index Plus Large Cap Portfolio
	ING VP Index Plus Mid Cap Portfolio
	ING VP Index Plus Small Cap Portfolio
ING Variable Products Trust
	ING VP Growth Opportunities Portfolio
	ING VP MagnaCap Portfolio
	ING VP MidCap Opportunities Portfolio
	ING VP SmallCap Opportunities Portfolio
INVESCO VIF High Yield Fund
INVESCO VIF Core Equity Fund
INVESCO VIF Health Sciences 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
	Business Opportunity Value 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
Pioneer Investment Management, Inc.
	Mid Cap Value VCT Portfolio - Class II
	Small Cap Value VCT Portfolio - Class II
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

EX-1.A(8)(B)(LII)

Exhibit 1.A(8)(b)(lii)

AMENDMENT TO THE PARTICIPATION AGREEMENT

This Agreement is made by and among Security Life of Denver Insurance Company ("Company"), M Fund, Inc. ("Fund") and M Financial Investment Advisers, Inc. ("Adviser") (collectively, the "Parties").

WHEREAS, the Parties executed a Participation Agreement dated December 1, 2000 (the "Participation Agreement") governing how shares of the Funds portfolios are to be made available to certain variable life insurance and/or variable annuity contracts (the "Contracts") offered by the Company through certain separate accounts (the "Separate Accounts");

WHEREAS, the Parties have agreed that it is in their interests to add additional Contracts and funding options to the Participation Agreement;

NOW, THEREFORE, in consideration of their mutual promises, the Parties agree as follows:

1. The Participation Agreement is hereby amended by substituting for the current Schedule 1 an amended Schedule 1 in the form attached hereto which adds Strategic Investor to the list of Contracts subject to the Participation Agreement.
    
2. The Participation Agreement is hereby amended by substituting for the current Schedule 2 an amended Schedule 2 in the form attached hereto which adds certain Contracts and investment options to the list of those funding the Separate Accounts.

M FUND, INC.		SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	/s/ Daniel F. Byrne	By:	/s/ Jim Livingston
Name:	Daniel F. Byrne	Name:	Jim Livingston
Title:	President	Title:	Executive Vice President
M FINANCIAL INVESTMENT ADVISERS, INC.
By:	/s/ Daniel F. Byrne
Name:	Daniel F. Byrne
Title:	President

Schedule 1 - Amendment

Effective as of May 1, 2002, the following separate accounts of the Company and Contracts are hereby added to this Schedule 1 and made subject to the Agreement:

Name on Account	Type of Product Supported by Account	Name of Product
Security Life Separate Account M1	Variable Universal Life	Magnastar
Security Life Separate Account L1	Variable Universal Life	FirstLine
Security Life Separate Account L1	Variable Universal Life	FirstLine II
Security Life Separate Account L1	Variable Universal Life	Strategic Advantage
Security Life Separate Account L1	Variable Universal Life	Strategic Advantage II
Security Life Separate Account L1	Variable Universal Life	Asset Portfolio Manager
Security Life Separate Account L1	Variable Universal Life	Variable Survivorship
Security Life Separate Account L1	Variable Universal Life	Estate Designer
Security Life Separate Account L1	Variable Universal Life	Corporate Benefits
Security Life Separate Account L1	Variable Universal Life	Strategic Investor

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 1 in accordance with Article XI of the Agreement.

M FUND, INC.		SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	/s/ Daniel F. Byrne	By:	/s/ Jim Livingston
Name:	Daniel F. Byrne	Name:	Jim Livingston
Title:	President	Title:	Executive Vice President
M FINANCIAL INVESTMENT ADVISERS, INC.
By:	/s/ Daniel F. Byrne
Name:	Daniel F. Byrne
Title:	President

Schedule 2 - Amendment

Effective as of May 1, 2002, this Schedule 2 is hereby amended to reflect the following changes in Fund Series and other funding vehicles:

Contract Marketing Name:
	Magnastar Variable Universal Life
	FirstLine Variable Universal Life
	FirstLine II Variable Universal Life
	Strategic Advantage Variable Universal Life
	Strategic Advantage II Variable Universal Life
	Asset Portfolio Manager Variable Universal Life
	Variable Survivorship Universal Life
	Estate Designer Variable Universal Life
	Corporate Benefits Variable Universal Life
	Strategic Investor
M Fund, Inc. Fund Series:
	Brandes International Equity Fund
	Clifton Enhanced U.S. Equity Fund
	Frontier Capital Appreciation Fund
	Turner Core Growth Fund
	Business Opportunity Value Fund
Other Funding Vehicles:
	AIM Variable Insurance Funds
	The Alger American Fund
	Fidelity Variable Insurance Products Fund (I&II)
	The GCG Trust
	ING Income Shares
	ING Partners, Inc.
	ING Variable Portfolios, Inc.
	ING Variable Products Trust
	INVESCO Variable Investment Funds, Inc.
	Janus Aspen Series
	Pioneer Investment Management, Inc.
	Putnam Variable Trust
	Neuberger Berman Advisers Management Trust
	Van Eck Worldwide Insurance Trust

IN WITNESS WHEREOF, the Fund, the Adviser, and the Company hereby amend this Schedule 2 in accordance with Article XI of the Agreement.

M FUND, INC.		SECURITY LIFE OF DENVER INSURANCE COMPANY
By:	/s/ Daniel F. Byrne	By:	/s/ Jim Livingston
Name:	Daniel F. Byrne	Name:	Jim Livingston
Title:	President	Title:	Executive Vice President
M FINANCIAL INVESTMENT ADVISERS, INC.
By:	/s/ Daniel F. Byrne
Name:	Daniel F. Byrne
Title:	President

EX-1.A(8)(B)(LIII)

Exhibit 1.A(8)(b)(liii)

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 23 day of April, 2001.

Security Life of Denver Insurance Company		Variable Insurance Products Fund II
BY:	/s/ Jim Livingston	BY:	/s/ Robert C. Pozen
	Jim Livingston		Robert C. Pozen
	Executive Vice President		Senior Vice President
			Fidelity Distributors Corporation
		BY:	/s/ Mike Kellogg
			Mike Kellogg
			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)(C)(III)A

Exhibit 1.A(8)(c)(iii)a

FIRST AMENDMENT TO
SERVICE AGREEMENT
BETWEEN
SECURITY LIFE OF DENVER INSURANCE COMPANY
AND INVESCO FUNDS GROUP, INC.

     This Amendment is dated as of the 1st day of January, 2000 by and between Security Life of Denver Insurance Company ("Security Life") and INVESCO Funds Group, Inc. ("INVESCO").

     WHEREAS, Security Life and INVESCO entered into the Service Agreement ("Agreement") on January 1, 1998;

     WHEREAS, the parties desire to amend said Agreement in the manner hereinafter set forth;

     NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1.	Paragraphs a and c of Section III Payment of Expenses to the Agreement shall be deleted in their entirety and replaced with the following:
	a)	INVESCO shall pay to Security Life a quarterly fee (hereinafter, the "Quarterly Fee") equal to a percentage of the average daily net assets of the Portfolio attributable to Contracts offered by Security Life, at the annual rate of 0.25% on the aggregate net assets of the INVESCO VIF-Equity Income Fund, the INVESCO VIF - High Yield Fund, the INVESCO VIF - Small Company Growth Fund, the INVESCO VIF - Total Return Fund, and the INVESCO VIF - Utilities Fund, in connection with the expenses incurred by Security Life under Section II hereof.
	c)	This Agreement shall not modify any of the provisions of Article III or Article V of the Fund Participation Agreement, but shall supplement those provisions.
2.	All notices sent to Security Life pursuant to Section VI Notices of the Agreement shall be directed to:

Security Life of Denver Insurance Company
1290 Broadway
Denver, CO 80203
Attention: Variable Counsel
Fax: (303) 860-2134

All of the other provisions contained in the Agreement shall remain in full force and effect.

     IN WITNESS THEREOF, Security Life and INVESCO have caused this Amendment to be executed by their duly authorized officers effective as of the date first written above:

INVESCO Funds Group, Inc.
By:	/s/ Ronald L. Grooms	Date:	June 9, 2000
	Ronald L. Grooms
	Senior Vice President
Security Life of Denver Insurance Company
By:	/s/ Jim Livingston	Date:	6/7/00
	Authorized Representative
	Exec. VP and Chief Actuary
	Name and Title

EX-1.A(8)(C)(III)B

Exhibit 1.A(8)(c)(iii)b

AMENDMENT TO
SERVICE AGREEMENT
BETWEEN
SECURITY LIFE OF DENVER INSURANCE COMPANY
AND INVESCO FUNDS GROUP, INC.

This Amendment is dated as of the 1^st day of August, 2001 by and between Security Life of Denver Insurance Company ("Security Life") and INVESCO Funds Group, Inc. ("INVESCO").

WHEREAS, Security Life and INVESCO entered into the Service Agreement ("Agreement") on January 1, 1998, as amended, January 1, 2000 (collectively the "Agreement");

WHEREAS, the parties desire to amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1.	Paragraph a of Section III Payment of Expenses to the Agreement shall be deleted in its entirety and replaced with the following:
	a)	INVESCO shall pay to Security Life a quarterly fee (hereinafter, the "Quarterly Fee") equal to a percentage of the average daily net assets of the Portfolio attributable to Contracts offered by Security Life, at the annual rate of 0.40% on the aggregate net assets of the INVESCO VIF-Equity Income Fund, the INVESCO VIF - High Yield Fund, the INVESCO VIF - Small Company Growth Fund, the INVESCO VIF - Total Return Fund, and the INVESCO VIF - Utilities Fund, in connection with the expenses incurred by Security Life under Section II hereof. The payment of the Quarterly Fee shall be effective as of the date first indicated above.
2.	All notices sent to Security Life pursuant to Section VI Notices of the Agreement shall be directed to:
	ING Life Companies 1290 Broadway Denver, CO 80203 Attention: Variable Counsel Fax: (303) 860-2134

All of the other provisions contained in the Agreement shall remain in full force and effect.

IN WITNESS THEREOF, Security Life and INVESCO have caused this Amendment to be executed by their duly authorized officers effective as of the date first written above:

INVESCO Funds Group, Inc.
By:	/s/ Ronald L. Grooms	Date:	9-20-01
	Ronald L. Grooms
	Senior Vice President & Treasurer
Security Life of Denver Insurance Company
By:	/s/ Jim Livingston	Date:	9/27/01
	Jim Livingston
	Executive Vice President

EX-1.A(8)(C)(V)

Exhibit 1.A(8)(c)(v)

SERVICE AGREEMENT

     This Agreement is entered into and effective as of the 1st day of January, 1999, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. ("FIIOC") and SECURITY LIFE OF DENVER INSURANCE COMPANY ("Company").

     WHEREAS, FIIOC provides transfer agency and other services to Fidelity's Variable Insurance Products Fund, Variable Insurance Products Fund II and Variable Insurance Products Fund III (collectively "Funds"); and

     WHEREAS, the services provided by FIIOC on behalf of the Funds include responding to inquiries about the Funds, including the provision of information about the Funds' investment objectives, investment policies, portfolio holdings, etc.; and

     WHEREAS, Company and Southland Life Insurance Company (together "Affiliates") hold shares of the Funds in order to fund certain variable annuity contracts, group annuity contracts, and/or variable life insurance policies, the beneficial interests in which are held by individuals, plan trustees, or others who look to Affiliates to provide information about the Funds similar to the information provided by FIIOC; and

     WHEREAS, Affiliates and one or more of the Funds have entered into one or more Participation Agreements, under which Affiliates agree not to provide information about the Funds except for information provided by the Funds or their designees; and

     WHEREAS, FIIOC desires that Company shall cause Affiliates to be able to respond to inquiries about the Funds from individual variable annuity owners, participants in group annuity contracts issued by Affiliates and owners and participants under variable life insurance policies issued by Affiliates, and prospective customers for any of the above; and

     WHEREAS, FIIOC and Company recognize that Affiliates' efforts in responding to customer inquiries will reduce the burden that such inquiries would place on FIIOC should such inquiries be directed to FIIOC.

     NOW, THEREFORE, the parties do agree as follows:

     1. Information to be Provided to Affiliates. FIIOC agrees to provide to Affiliates, on a periodic basis, directly or through a designee, information about the Funds' investment objectives, investment policies, portfolio holdings, performance, etc. The content and format of such information shall be as FIIOC, in its sole discretion, shall choose. FIIOC may change the format and/or content of such informational reports, and the frequency with which such information is provided. For purposes of Section 4.2 of each of Affiliates' Participation Agreement(s) with the Funds, FIIOC represents that it is the designee of the Funds, and Affiliates may therefore use the information provided by FIIOC without seeking additional permission from the Funds.

     2. Use of Information by Affiliates. Affiliates may use the information provided by FIIOC in communications to individuals, plan trustees, or others who have legal title or beneficial interest in the annuity or life insurance products issued by Affiliates, and to prospective purchasers of such products or beneficial interests thereunder. If such information is contained as part of larger pieces of sales literature, advertising, etc., such pieces shall be furnished for review to the Funds in accordance with the terms of Affiliates' Participation Agreements with the Funds. Nothing herein shall give Affiliates the right to expand upon, reformat or otherwise alter the information provided by FIIOC. Affiliates acknowledge that the information provided them by FIIOC may need to be supplemented with additional qualifying information, regulatory disclaimers, or other information before it may be conveyed to persons outside Affiliates.

     3. Compensation to Company. In recognition of the fact that Company will cause Affiliates to respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees to pay Company a quarterly fee computed as follows:

     At the close of each calendar quarter, FIIOC will determine the Average Daily Assets held in the Funds by Affiliates. Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter divided by the number of calendar days in the quarter. The Average Daily Assets shall be multiplied by 0.0004 (4 basis points) and that sum shall be divided by four. The resulting number shall be the quarterly fee for that quarter, which shall be paid to Company during the following month.

     Should any Participation Agreement(s) between an Affiliate and any Fund(s) be terminated effective before the last day of a quarter, Company shall be entitled to a fee for that portion of the quarter during which the Participation Agreement was still in effect unless such termination is due to misconduct on the part of the Affiliate. For such a stub quarter, Average Daily Assets shall be the sum of the daily assets for each calendar day in the quarter through and including the date of termination of the Participation Agreement(s), divided by the number of calendar days in that quarter for which the Participation Agreement was in effect. Such Average Daily Assets shall be multiplied by 0.0004 (4 basis points) and that number shall be multiplied by the number of days in such quarter that the Participation Agreement was in effect, then divided by three hundred sixty-five. The resulting number shall be the quarterly fee for the stub quarter, which shall be paid to Company during the following month.

     Notwithstanding the foregoing, compensation for each calendar quarter will not exceed one million dollars ($ 1,000,000).

     4. Termination. This Agreement may be terminated by Company at any time upon written notice to FIIOC. FIIOC may terminate this Agreement at any time upon ninety (90) days' written notice to Company. FIIOC may terminate this Agreement immediately upon written notice to Company (1) if required by any applicable law or regulation, (2) if so required by action of the Fund(s) Board of Trustees, (3) if Company engages in any material breach of this Agreement or (4) if any Affiliate engages in any conduct which would constitute a material breach of this Agreement were the Affiliate a party to the Agreement. This Agreement shall terminate immediately and automatically with respect to an Affiliate upon the termination of that Affiliate's Participation Agreement(s) with the Funds, and in such event no notice need be given hereunder.

     5. Indemnification. Company agrees to indemnify and hold harmless FIIOC for any misuse by any Affiliate, their agents and/or brokers, and any persons controlling Company, under common control with Company, or controlled by Company, of the information provided by FIIOC under this Agreement.

     6. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts.

     7. Assignment. This Agreement may not be assigned, except that it shall be assigned automatically to any successor to FIIOC as the Funds' transfer agent, and any such successor shall be bound by the terms of this Agreement.

IN WITNESS WHEREOF, the parties have set their hands as of the date first written above.

FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By: /s/ Robert E. Donelan
     Robert E. Donelan
     Vice President

     SECURITY LIFE OF DENVER INSURANCE COMPANY

By: /s/ Stephen M. Christopher
Name: Stephen M. Christopher
Title: President

AMENDMENT TO SERVICE AGREEMENT

     This Amendment to Service Agreement, effective as of the 1st day of January 1, 2000, modifies an agreement entered into by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. ("FIIOC") and SECURITY LIFE OF DENVER INSURANCE COMPANY ("Company") as of January 1, 1999.

     WHEREAS, the parties desire to clarify that the fees paid under the Agreement are in addition to the fees paid under the Service Contract; and

     WHEREAS, the parties desire that the fees paid under this Agreement more closely reflect the costs involved in FIIOC's transfer agency arrangements with the Fidelity mutual funds to which this Agreement relates, the parties do hereby

agree as follows:

     1. Change in Compensation. Effective as of January 1, 2000, paragraph 3 of the Agreement is amended to change the annual compensation rate from 4 basis points to 5 basis points, by making the following changes: Each place that the figure 0.0004 appears, it is hereby replaced with the figure 0.0005, and each place that the words "four basis points" appear y they are hereby replaced with "five basis points".

     2. Condition Precedent. This Amendment shall be of no force and effect unless and until the Service Contract between Fidelity Distributors Corporation and Company relating to Fidelity's Variable Insurance Products Funds has been amended by mutual agreement of the parties effective as of January 1, 2000 reducing the annual rate of compensation under that agreement from six basis points to five basis points.

     IN WITNESS WHEREOF, the parties have set their hands below.

     SECURITY LIFE OF DENVER INSURANCE COMPANY

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

     FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

/s/ Jon Rounds
Jon Rounds
Executive Vice President

SERVICE CONTRACT

With Respect to Initial Class shares of:

(X) Variable Insurance Products Fund - High Income Portfolio
(X) Variable Insurance Products Fund - Equity-Income Portfolio
(X) Variable Insurance Products Fund - Growth Portfolio
(X) Variable Insurance Products Fund - Overseas Portfolio
(X) Variable Insurance Products Fund II - Investment Grade Bond Portfolio
(X) Variable Insurance Products Fund II - Asset Manager Portfolio
(X) Variable Insurance Products Fund II - Contrafund Portfolio
(   ) Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
(   ) Variable Insurance Products Fund III - Growth Opportunities Portfolio
(   ) Variable Insurance Products Fund III - Balanced Portfolio
(   ) Variable Insurance Products Fund III - Growth & Income Portfolio
(   ) Variable Insurance Products Fund III - Mid Cap Portfolio

To Fidelity Distributors Corporation:

We desire to enter into a Contract with you for activities in connection with (i) the distribution of shares of the funds noted above (the "Funds") of which you are the principal underwriter as defined in the Investment Company Act of 1940 (the "Act") and for which you are the agent for the continuous distribution of shares, and (ii) the servicing of holders of shares of the Funds and existing and prospective holders of Variable Products (as defined below).

The terms and conditions of this Contract are as follows:

1. We shall provide distribution and certain shareholder services for our clients who own or are considering the purchase of variable annuity contracts or variable life insurance policies for which shares of the Funds are available as underlying investment options ("Variable Products"), which services may include, without limitation, answering questions about the Funds from owners of Variable Products; receiving and answering correspondence (including requests for prospectuses and statements of additional information for the Funds); performing sub-accounting with respect to Variable Products' values allocated to the Funds; preparing, printing and distributing reports of values to owners of Variable Products who have contract values allocated to the Funds; printing and distributing prospectuses, statements of additional information, any supplements to prospectuses and statements of additional information, and shareholder reports; preparing, printing and distributing marketing materials for Variable Products; assisting customers in completing applications for Variable Products and selecting underlying mutual fund investment options; preparing, printing and distributing subaccount performance figures for subaccounts investing in Fund shares; and providing other reasonable assistance in connection with the distribution of Fund shares to insurers.

2. We shall provide such office space and equipment, telephone facilities and personnel (which may be all or any part of the space, equipment and facilities currently used in our business, or all or any personnel employed by us) as is necessary or beneficial for us to provide information and services to existing and prospective owners of Variable Products, and to assist you in providing services with respect to Variable Products.

3. We agree to indemnify and hold you, the Funds, and the agents and affiliates of each, harmless from any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions, of or by us or our officers, employees or agents regarding the purchase, redemption, transfer or registration of Fund shares that underlie Variable Products of our clients. Such indemnification shall survive the termination of this Contract.

     Neither we nor any of our officers, employees or agents are authorized to make any representation concerning Fund shares except those contained in the registration statement or prospectus for the Fund shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature or other promotional material approved by the Fund or its designee or by you, except with the permission of the Fund or you or the designee of either.

4. In consideration of the services and facilities described herein, we shall be entitled to receive, and you shall pay or cause to be paid to us, fees at an annual rate as set forth on the accompanying fee schedule. We understand that the payment of such fees has been authorized pursuant to, and shall be paid in accordance with, a Distribution and Service Plan approved by the Board of Trustees of the applicable Fund, by those Trustees who are not "interested persons" of the Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Distribution and Service Plan or in any agreements related to the Distribution and Service Plan ("Qualified Trustees"), and by shareholders of such class; and that such fees are subject to change during the term of this Contract and shall be paid only so long as this Contract is in effect. We also understand and agree that, notwithstanding anything to the contrary, if at any time payment of all such fees would, in your reasonable determination, conflict with the limitations on sales or service charges set forth in Section 2830(d) of the NASD Conduct Rules, then such fees shall not be paid; provided that in such event each Fund's Board of Trustees may, but is not required to, establish procedures to pay such fees, or a portion thereof, in such manner and amount as they shall deem appropriate.

5. We agree to conduct our activities in accordance with any applicable federal or state laws and regulations, including securities laws and any obligation thereunder to disclose to our clients the receipt of fees in connection with their investment in Variable Products.

6. This Contract shall continue in force for one year from the effective date (see below), and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically subject to termination without penalty at any time if a majority of each Fund's Qualified Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the applicable class vote to terminate or not to continue the Distribution and Service Plan. Either of us also may cancel this Contract without penalty upon written notice to the other; and upon written notice to us, you may also amend or change any provision of this Contract. This Contract will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

7. All communications to you shall be sent to you at your offices, 82 Devonshire Street, Boston, MA 02109. Any notice to us shall be duly given if mailed or telegraphed to us at the address shown in this Contract.

8. This Contract shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

Very truly yours,

By:     /s/ Jim Livingston
Name:      Jim Livingston
Title:      Executive Vice President
Qualified Recipient:     ING America Equities, Inc. (Member NASD)
An affiliate of:     Security Life of Denver Insurance Company and Southland Life Insurance Company

1290 Broadway
Street

Denver     CO     80203
City     State     Zip Code

Date: 11-6-00

FIDELITY DISTRIBUTORS CORPORATION

By: /s/ Eric D. Roiter
     Eric D. Roiter
     Senior Vice President & General Counsel

NOTE: Please return TWO signed copies of this Service Contract to Fidelity Distributors Corporation. Upon acceptance, one countersigned copy will be returned to you.

For Internal Use Only:
Effective Date: January 1, 2000

FEE SCHEDULE FOR QUALIFIED RECIPIENTS OF

Variable Insurance Products Fund - High Income Portfolio
Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Investment Grade Bond Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
Variable Insurance Products Fund III - Mid Cap Portfolio

     (1) Those who have signed the Service Contract and who render distribution, administrative support and recordkeeping services as described in paragraph 1 of the Service Contract will hereafter be referred to as "Qualified Recipients."

     (2) A Qualified Recipient providing services pursuant to the Service Contract will be paid a quarterly fee at an annualized rate of five (5) basis points of the average aggregate net assets of its clients invested in Initial Class shares of the Funds listed above. In order to be assured of receiving full payment under this paragraph (2) for a given calendar quarter, a Qualified Recipient must have insurance company clients with a minimum of $100 million of average net assets in the aggregate in the Funds listed below. For any calendar quarter during which assets in these Funds are in the aggregate less than $100 million, the amount of qualifying assets may be considered to be zero for the purpose of computing the payments due under this paragraph (2), and the payments under this paragraph (2) may be reduced or eliminated.

Variable Insurance Products Fund - Equity-Income Portfolio
Variable Insurance Products Fund - Growth Portfolio
Variable Insurance Products Fund - Overseas Portfolio
Variable Insurance Products Fund II - Asset Manager Portfolio
Variable Insurance Products Fund II - Contrafund Portfolio
Variable Insurance Products Fund II - Asset Manager: Growth Portfolio
Variable Insurance Products Fund III - Growth Opportunities Portfolio
Variable Insurance Products Fund III - Balanced Portfolio
Variable Insurance Products Fund III - Growth & Income Portfolio
Variable Insurance Products Fund III - Mid Cap Portfolio

EX-1.A(8)(C)(VII)

Exhibit 1.A(8)(c)(vii)

[Letterhead Janus Funds]

October 19, 2001

Terry Stumpf
Security Life of Denver
c/o ING North America Insurance Corp.
1290 Broadway
Denver, CO 80203-5699

Re:     Distribution and Shareholder Services Agreement - Janus Aspen Series - Service Shares

Dear Ms. Stumpf:

This letter is to request you enter into a new Distribution and Shareholder Services Agreement ("Agreement") with Janus to permit you to continue to receive 12b- I fees. We believe a new agreement is required in light of the following transaction.

As you may be aware, on October 3, 2001, Tom Bailey, Chairman and CEO of Janus Capital Corporation ("Janus Capital"), exercised certain nights under his contract with Stilwell Financial Inc. ("Stilwell"), to sell his remaining 6.2%, stake in Janus Capital to Stilwell. (Stilwell currently owns 91.6% of the shares of Janus Capital. Subsequent to this transaction, certain contractual provisions guaranteeing Mr. Bailey certain management rights will also terminate. Janus and Stilwell have agreed that Mr. Bailey's contractual rights will terminate on March 28, 2002. Although the transaction will result in a change in the ownership structure of Janus Capital, it is anticipated that the operation of Janus Capital will remain unchanged. Mr. Bailey and Stilwell both intend that Mr. Bailey will continue to serve as CEO of Janus Capital.

The current Distribution and Shareholder Services Agreement with your firm ("Current Agreement") provides for automatic termination in the event of its "assignment" as defined in the 1940 Act. Although the sale of Mr. Bailey's shares is not the sale of a controlling block of the adviser's shares and therefore not an "assignment" under the 1940 Act, reasonable arguments can be made that the termination of his contractual rights does effect an assignment. Since Janus Distributors, Inc., is a wholly owned subsidiary of Janus Capital, the transaction could also constitute an "assignment" of the Agreements. Therefore, to remove any doubt as to the continuation of the Current Agreement, we request you enter into a new Distribution and Shareholder Services Agreement with the same terms as the Current Agreement (except with a new effective date).

Please indicate your acceptance of a new Distribution and Shareholder Services Agreement, with the same terms as the Current Agreement, by signing in the space provided below and return a signed copy of this letter to us in the enclosed postage paid envelope no later than November 15, 2001. The new Agreement will be effective as of close of business on March 28, 2002.

Thank you for your attention to this matter. If you have any questions or need additional information, please call me at 303-316-5748 or Mary Stone at (303) 336-7427.

Very truly yours,

/s/ Justin Wright

Justin Wright
Associate Counsel

Acknowledged and Agreed:

Security Life of Denver

/s/ Jim Livingston

Date: 11/1/01

EX-1.A(10)(A)(V)

Exhibit 1.A(10)(a)(v)

[ING Logo]	Use only for the following products:
	Check the product to which the New Business request applies.
Security Life of Denver Insurance Company	¨    FirstLine (2500)                         ¨    Variable Survivorship UL (2504)
Variable Life Customer Service Center	¨    Estate Designer (2506)
P.O. Box 173888 • Denver, CO 80217-3888 Minot Service Center: 877-253-5050 • ing-securitylife.com	Use only for the following products:
Employer Sponsored Plans: 877-329-7543	Check the product to which the Service Only request applies.
	¨    Strategic Advantage (2501)        ¨    FirstLine II (2502)
	¨    Strategic Advantage II (2503)

Supplement to Flexible Premium Variable Life Insurance Application

Investment Feature Selection Form

Section A – Premium Allocation

¨    Initial Premium Allocation (New Business)    ¨    Premium Allocation Change Request (Service Only)

Premium Allocation.    Please allocate your premium among the investment options of the Separate Account and/or to the Guaranteed Interest Division Please use whole number percentages for each division/option elected. You must allocate at least 1% of your premium allocation to each division/option in which you elect to invest. The total must equal 100%.

                % Guaranteed Interest Division

SEPARATE ACCOUNT INVESTMENT OPTIONS
AIM – Series I         % V.I. Capital Appreciation Fund         % V.I. Government Securities Fund Alger American         % Growth Portfolio         % Leveraged AllCap Portfolio         % MidCap Growth Portfolio         % Small Capitalization Portfolio Fidelity Variable Insurance Products Fund (VIP)         % Growth Portfolio         % Money Market Portfolio         % Overseas Portfolio Fidelity Variable Insurance Products Fund II (VIP II)         % Asset ManagerSM Portfolio (Service Class)         % Index 500 Portfolio The GCG Trust         % Fully Managed Portfolio         % Mid-Cap Growth Portfolio ING Income Shares – Class R Shares         % VP Bond Portfolio	ING Partners – Initial Class         % ING UBS Tactical Asset Allocation Portfolio         % ING Van Kampen Comstock Portfolio ING Variable Portfolios (VP) – Class R Shares         % Index Plus Large Cap Portfolio         % Index Plus Mid Cap Portfolio         % Index Plus Small Cap Portfolio ING Variable Products Trust (VP) – Class R Shares         % Growth Opportunities Portfolio         % MagnaCap Portfolio         % MidCap Opportunities Portfolio         % SmallCap Opportunities Portfolio INVESCO Variable Investment Fund (VIF)         % VIF-Core Equity Fund         % VIF-Health Sciences Fund         % VIF-High Yield Fund         % VIF-Small Company Growth Fund         % VIF-Total Return Fund         % VIF-Utilities Fund	Janus Aspen Series Service Shares         % Aggressive Growth Portfolio         % Growth Portfolio         % International Growth Portfolio         % Worldwide Growth Portfolio Neuberger Berman         % AMT Growth Portfolio         % AMT Limited Maturity Bond Portfolio         % AMT Partners Portfolio Pioneer Funds – Class I         % Mid Cap Value VCT Portfolio         % Small Cap Value VCT Portfolio Putnam Variable Trust (VT) Class IB Shares         % Growth & Income Fund         % New Opportunities Fund         % Small Cap Value Fund         % Voyager Fund Van Eck         % Worldwide Bond Fund         % Worldwide Emerging Markets Fund         % Wo rldwide Hard Assets Fund         % Worldwide Real Estate Fund

Designated Deduction Option.    You may designate one investment option from which you want charges taken. If no investment option is designated or there is insufficient value in the option, charges will be deducted in proportion to the value invested in each investment option on the date of the charge.

Name of Investment Option:                                                                                                                                          

Section B – Automatic Telephone Privileges

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 his/her 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 his/her assistant to have such telephone privileges, I must indicate so below. I also understand that once granted, such privileges 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 his/her assistant.

Note:  Signature required on back page.

Page 1

V-153-00

Section C – Automatic Rebalancing Option

¨    Initiate Automatic Rebalancing (complete below)

¨    Change Automatic Rebalancing (complete below)

Automatic Rebalancing Allocation
AIM – Series I         % V.I. Capital Appreciation Fund         % V.I. Government Securities Fund Alger American         % Growth Portfolio         % Leveraged AllCap Portfolio         % MidCap Growth Portfolio         % Small Capitalization Portfolio Fidelity Variable Insurance Products Fund (VIP)         % Growth Portfolio         %Money Market Portfolio         % Overseas Portfolio Fidelity Variable Insurance Products Fund II (VIP II)         % Asset ManagerSM Portfolio (Service Class)         % Index 500 Portfolio The GCG Trust         % Fully Managed Portfolio         % Mid-Cap Growth Portfolio ING Income Shares – Class R Shares         % VP Bond Portfolio	ING Partners – Initial Class         % ING UBS Tactical Asset Allocation         % Portfolio         % ING Van Kampen Comstock Portfolio ING Variable Portfolios (VP) – Class R Shares         % Index Plus Large Cap Portfolio         % Index Plus Mid Cap Portfolio         % Index Plus Small Cap Portfolio ING Variable Products Trust (VP) – Class R Shares         % Growth Opportunities Portfolio         % MagnaCap Portfolio         % MidCap Opportunities Portfolio         % SmallCap Opportunities Portfolio INVESCO Variable Investment Fund (VIF)         % VIF-Core Equity Fund         %VIF-Health Sciences Fund         %VIF-High Yield Fund         %VIF-Small Company Growth Fund         %VIF-Total Return Fund         %VIF-Utilities Fund	Janus Aspen Series Service Shares         % Aggressive Growth Portfolio         % Growth Portfolio         % International Growth Portfolio         % Worldwide Growth Portfolio Neuberger Berman         % AMT Growth Portfolio         % AMT Limited Maturity Bond Portfolio         % AMT Partners Portfolio Pioneer Funds – Class I         % Mid Cap Value VCT Portfolio         % Small Cap Value VCT Portfolio Putnam Variable Trust (VT) Class IB Shares         % Growth & Income Fund         % New Opportunities Fund         % Small Cap Value Fund         % Voyager Fund Van Eck         % Worldwide Bond Fund         % Worldwide Emerging Markets Fund         % Worldwide Hard Assets Fund         % Worldwide Real Estate Fund

                    % Guaranteed Interest Division

Frequency and Date of Automatic Rebalancing: (If no options are marked, frequency will be quarterly and/or date will be last valuation date of calendar period.)

Frequency:

¨    Monthly    ¨    Quarterly    ¨    Semi-annually    ¨    Annually

Date:

¨    Policy Processing Date—Date on which processing will occur based on frequency selected beginning                                                          (Month/Date)

¨    Last Valuation Date of Calendar Period

¨    Specific Date each Period beginning                                                      

(Specify Date)

Page 2

Section D – Dollar Cost Averaging Option

¨    Initiate Dollar Cost Averaging (complete below)                ¨     Change Dollar Cost Averaging (complete below)

Please transfer $                or                % from:  

(check one only)    ¨    Fidelity Investment Money Market Division    ¨    Neuberger Berman Limited Maturity Bond Investment Option

Dollar Cost Averaging Option
	AIM – Series I		INVESCO Variable Investment Fund (VIF)
$        or        %	V.I. Capital Appreciation Fund	$        or        %	VIF-Core Equity Funds
$        or        %	V.I. Government Securities Fund	$        or        %	VIF-Health Sciences Funds
		$        or        %	VIF-High Yield Fund
	Alger American	$        or        %	VIF-Small Company Growth Fund
$        or        %	Growth Portfolio	$        or        %	VIF-Total Return Fund
$        or        %	Leveraged AllCap Portfolio	$        or        %	VIF-Utilities Fund
$        or        %	MidCap Growth Portfolio
$        or        %	Small Capitalization Portfolio		Janus Aspen Series Service Shares
		$        or        %	Aggressive Growth Portfolio
	Fidelity Variable Insurance Products Fund (VIP)	$        or        %	Growth Portfolio
$        or        %	Growth Portfolio	$        or        %	International Growth Portfolio
$        or        %	Money Market Portfolio	$        or        %	Worldwide Growth Portfolio
$        or        %	Overseas Portfolio
			Neuberger Berman
	Fidelity Variable Insurance Products Fund II (VIP II)	$        or        %	AMT Growth Portfolio
$        or        %	Asset ManagerSM Portfolio	$        or        %	AMT Limited Maturity Bond Portfolio
$        or        %	Index 500 Portfolio	$        or        %	AMT Partners Portfolio
	The GCG Trust		Pioneer Funds – Class I
$        or        %	Fully Managed Portfolio	$        or        %	Mid Cap Value VCT Portfolio
$        or        %	Mid-Cap Growth Portfolio	$        or        %	Small Cap Value VCT Portfolio
	ING Income Shares – Class R Shares		Putnam Variable Trust (VT) Class IB Shares
$        or        %	VP Bond Portfolio	$        or        %	Growth & Income Fund
		$        or        %	New Opportunities Fund
	ING Partners – Initial Class	$        or        %	Small Cap Value Fund
$        or        %	ING UBS Tactical Asset Allocation Portfolio	$        or        %	Voyager Fund
$        or        %	ING Van Kampen Comstock Portfolio
			Van Eck
	ING Variable Portfolios (VP) – Class R Shares	$        or        %	Worldwide Bond Fund
$        or        %	Index Plus Large Cap Portfolio	$        or        %	Worldwide Emerging Markets Fund
$        or        %	Index Plus Mid Cap Portfolio	$        or        %	Worldwide Hard Assets Fund
$        or        %	Index Plus Small Cap Portfolio	$        or        %	Worldwide Real Estate Fund
	ING Variable Portfolios (VP) – Class R Shares
$        or        %	Growth Opportunities Portfolio
$        or        %	MagnaCap Portfolio
$        or        %	MidCap Opportunities Portfolio
$        or        %	SmallCap Opportunities Portfolio

Frequency and Date of Dollar Cost Averaging:    (If no options are marked, frequency will be monthly and/or date will be policy processing date.)

Frequency:

¨    Monthly    ¨    Quarterly    ¨    Semi-annually    ¨    Annually

Date:

¨    Policy Processing Date – Date on which processing will occur based on frequency selected beginning                                                                         (Month/Date)

¨    Specific Date each Period beginning                                                         (Specify Date)

Terminate:

¨    Terminate Dollar Cost Averaging on (date)                                         

¨    Terminate Dollar Cost Averaging when investment option from which money is being transferred reaches $                                

Page 3

Section E – Investment Option Transfer Request

Transfer From	Investment Option	Transfer To	Transfer From	Investment Option	Transfer To
AIM – Series 1				ING Variable Portfolios (VP) – Class R Shares
$        or        %	V.I. Capital Appreciation Fund	$        or        %	$        or        %	Growth Opportunities Portfolio	$        or        %
$        or        %	V.I. Government Securities Fund	$        or        %	$        or        %	MagnaCap Portfolio	$        or        %
Alger American			$        or        %	MidCap Opportunities Portfolio	$        or        %
$        or        %	Growth Portfolio	$        or        %	$        or        %	SmallCap Opportunities Portfolio	$        or        %
$        or        %	Leveraged AllCap Portfolio	$        or        %		The INVESCO Variable Investment Fund (VIF)
$        or        %	MidCap Growth Portfolio	$        or        %	$        or        %	VIF-Core Equity Fund	$        or        %
$        or        %	Small Capitalization Portfolio	$        or        %	$        or        %	VIF-Health Sciences Fund	$        or        %
Fidelity Variable Insurance Products Fund (VIP)			$        or        %	VIF-High Yield Fund	$        or        %
$        or        %	Growth Portfolio (Service Class)	$        or        %	$        or        %	VIF Small-Company Growth Fund	$        or        %
$        or        %	Overseas Portfolio (Service Class)	$        or        %	$        or        %	VIF-Total Return Fund	$        or        %
Fidelity Variable Insurance Products Fund II (VIP II)			$        or        %	VIF-Utilities Fund	$        or        %
$        or        %	Asset ManagerSM Portfolio (Service Class)	$        or        %		Janus Aspen Series Service Shares
$        or        %	Index 500 Portfolio	$        or        %	$        or        %	Aggressive Growth Portfolio	$        or        %
The GCG Trust			$        or        %	Growth Portfolio	$        or        %
$        or        %	Fully Managed Portfolio	$        or        %	$        or        %	International Growth Portfolio	$        or        %
$        or        %	Liquid Asset Portfolio (money market)	$        or        %	$        or        %	Worldwide Growth Portfolio	$        or        %
$        or        %	Mid-Cap Growth Portfolio	$        or        %		Neuberger Berman
ING Income Shares – Class R Shares			$        or        %	AMT Growth Portfolio	$        or        %
$        or        %	VP Bond Portfolio	$        or        %	$        or        %	AMT Limited Maturity Bond Portfolio	$        or        %
ING Partners – Initial Class			$        or        %	AMT Partners Portfolio	$        or        %
$        or        %	ING UBS Tactical Asset			Pioneer Funds – Class I
$        or        %	Allocation Portfolio	$        or        %	$        or        %	Mid Cap Value VCT Portfolio	$        or        %
$        or        %	ING Van Kampen Comstock Portfolio	$        or        %	$        or        %	Small Cap Value VCT Portfolio	$        or        %
ING Variable Portfolios (VP) – Class R Shares				Putnam Variable Trust (VT) Class IB Shares
$        or        %	Index Plus Large Cap Portfolio	$        or        %	$        or        %	Growth & Income Fund	$        or        %
$        or        %	Index Plus Mid Cap Portfolio	$        or        %	$        or        %	New Opportunities Fund	$        or        %
$        or        %	Index Plus Small Cap Portfolio	$        or        %	$        or        %	Small Cap Value Fund	$        or        %
			$        or        %	Voyager Fund	$        or        %
				Van Eck
			$        or        %	Worldwide Bond Fund	$        or        %
			$        or        %	Worldwide Emerging Markets Fund	$        or        %
			$        or        %	Worldwide Hard Assets Fund	$        or        %
			$        or        %	Worldwide Real Estate Fund	$        or        %
$        or        %	Guaranteed Interest Division	$        or        %

Section F – Signatures

I/We acknowledge that we have read and understand:

1.    the terms and conditions listed in the instructions to this form, the Prospectus and the Policy for each of the options or changes requested.

2.    I/we can cancel or change any elections requested in Sections C and D above by sending written notice to the Customer Service Center before the next transfer date.

3.    that dollar cost averaging and automatic rebalancing will begin on the date specified only if ING Security Life has received this signed form before the date specified.

Signature of Owner(s) and authorized Registered Representative:

                                                                                                                                                   Date                              

(Signature)                                                             (Printed Name)

                                                                                                                                                   Date                              

(Signature)                                                             (Printed Name)

                                                                                                                                                   Date                              

(Signature)                                                             (Printed Name)

Signature of Spouse (if applicable)                                                                                       Date                            

If corporation, provide title of officer                                                                             

Print name of Insured(s)                                                                                                     

Policy Number                                                                                                           Daytime Phone Number                                              

(For corporate owned/sponsored plans attach list of applicable policies)

Page 4

EX-1.A(10)(A)(VI)

Exhibit 1.A(10)(a)(vi)

[ING Logo]	Use only for the following products:
	Check the product to which the New Business request applies.
	¨    FirstLine (2500)	¨    Variable Survivorship UL (2504)
Security Life of Denver Insurance Company	¨    Estate Designer (2506)
Variable Life Customer Service Center	Use only for the following products:
P.O. Box 173888  •  Denver, CO 80217-3888	Check the product to which the Service Only request applies.
Minot Service Center: 877-253-5050  •  ing-securitylife.com	¨    Strategic Advantage (2501)	¨    FirstLine II (2502)
Employer Sponsored Plans: 877-329-7543	¨    Strategic Advantage II (2503)

M Financial

Supplement to Flexible Premium Variable Life Insurance

Application Investment Feature Selection Form

Section A – Premium Allocation

¨    Initial Premium Allocation (New Business)    ¨    Premium Allocation Change Request (Service Only)

Premium Allocation. Please allocate your premium among the investment options of the Separate Account and/or to the Guaranteed Interest Division Please use whole number percentages for each division/option elected. You must allocate at least 1% of your premium allocation to each division/option in which you elect to invest. The total must equal 100%.

% GUARANTEED INTEREST DIVISION		SEPARATE ACCOUNT INVESTMENT OPTIONS
AIM – Series I		ING Partners – Initial Class		M Funds
%	V.I. Capital Appreciation Fund	%	ING UBS Tactical Asset Allocation Portfolio	%	Brandes International Equity Fund
%	V.I. Government Securities Fund	%	ING Van Kampen Comstock Portfolio	%	Business Opportunity Value Fund
				%	Clifton Enhanced U.S. Equity Fund
Alger American		ING Variable Portfolios (VP) – Class R Shares		%	Frontier Capital Appreciation Fund
%	Growth Portfolio	%	Index Plus Large Cap Portfolio	%	Ranger Capital
%	Leveraged AllCap Portfolio	%	Index Plus Mid Cap Portfolio	%	Turner Core Growth Fund
%	MidCap Growth Portfolio	%	Index Plus Small Cap Portfolio
%	Small Capitalization Portfolio			Neuberger Berman
		ING Variable Products Trust (VP) – Class R Shares		%	AMT Growth Portfolio
Fidelity Variable Insurance Products Fund (VIP)		%	Growth Opportunities Portfolio	%	AMT Limited Maturity Bond Portfolio
%	Growth Portfolio	%	MagnaCap Portfolio	%	AMT Partners Portfolio
%	Money Market Portfolio	%	MidCap Opportunities Portfolio
%	Overseas Portfolio	%	SmallCap Opportunities Portfolio	Pioneer Funds-Class I
				%	Mid Cap Value VCT Portfolio
Fidelity Variable Insurance Products Fund II (VIP II)		INVESCO Variable Investment Fund (VIF)		%	Small Cap Value VCT Portfolio
%	Asset ManagerSM Portfolio (Service Class)	%	VIF-Core Equity Fund
%	Index 500 Portfolio	%	VIF-Health Sciences Fund	Putnam Variable Trust (VT) Class IB Shares
		%	VIF-High Yield Fund	%	Growth & Income Fund
The GCG Trust		%	VIF-Small Company Growth Fund	%	New Opportunities Fund
%	Fully Managed Portfolio	%	VIF-Total Return Fund	%	Small Cap Value Fund
%	Mid-Cap Growth Portfolio	%	VIF-Utilities Fund	%	Voyager Fund
ING Income Shares – Class R Shares		Janus Aspen Series Service Shares		Van Eck
%	VP Bond Portfolio	%	Aggressive Growth Portfolio	%	Worldwide Bond Fund
		%	Growth Portfolio	%	Worldwide Emerging Markets Fund
		%	International Growth Portfolio	%	Worldwide Hard Assets Fund
		%	Worldwide Growth Portfolio	%	Worldwide Real Estate Fund

Designated Deduction Option. You may designate one investment option from which you want charges taken. If no investment option is designated or there is insufficient value in the option, charges will be deducted in proportion to the value invested in each investment option on the date of the charge.

Name of Investment Option:                                                                                         

Section B – Automatic Telephone Privileges

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 his/her 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 his/her assistant to have such telephone privileges, I must indicate so below. I also understand that once granted, such privileges 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 his/her assistant.

Note: Signature required on back page.

Page 1

V-174-01(MFinancial)

Section C – Automatic Rebalancing Option

¨    Initiate Automatic Rebalancing (complete below)

¨    Change Automatic Rebalancing (complete below)

Automatic Rebalancing Allocation
AIM – Series I		ING Partners – Initial Class		M Funds
%	V.I. Capital Appreciation Fund	%	ING UBS Tactical Asset Allocation Portfolio	%	Brandes International Equity Fund
%	V.I. Government Securities Fund	%	ING Van Kampen Comstock Portfolio	%	Business Opportunity Value Fund
				%	Clifton Enhanced U.S. Equity Fund
Alger American		ING Variable Portfolios (VP) – Class R Shares		%	Frontier Capital Appreciation Fund
%	Growth Portfolio	%	Index Plus Large Cap Portfolio	%	Ranger Capital
%	Leveraged AllCap Portfolio	%	Index Plus Mid Cap Portfolio	%	Turner Core Growth Fund
%	MidCap Growth Portfolio	%	Index Plus Small Cap Portfolio
%	Small Capitalization Portfolio			Neuberger Berman
		ING Variable Products Trust (VP) – Class R Shares		%	AMT Growth Portfolio
Fidelity Variable Insurance Products Fund (VIP)		%	Growth Opportunities Portfolio	%	AMT Limited Maturity Bond Portfolio
%	Growth Portfolio	%	MagnaCap Portfolio	%	AMT Partners Portfolio
%	Money Market Portfolio	%	MidCap Opportunities Portfolio
%	Overseas Portfolio	%	SmallCap Opportunities Portfolio	Pioneer Funds-Class I
				%	Mid Cap Value VCT Portfolio
Fidelity Variable Insurance Products Fund II (VIP II)		INVESCO Variable Investment Fund (VIF)		%	Small Cap Value VCT Portfolio
%	Asset ManagerSM Portfolio (Service Class)	%	VIF-Core Equity Fund
%	Index 500 Portfolio	%	VIF-Health Sciences Fund	Putnam Variable Trust (VT) Class IB Shares
		%	VIF-High Yield Fund	%	Growth & Income Fund
The GCG Trust		%	VIF-Small Company Growth Fund	%	New Opportunities Fund
%	Fully Managed Portfolio	%	VIF-Total Return Fund	%	Small Cap Value Fund
%	Mid-Cap Growth Portfolio	%	VIF-Utilities Fund	%	Voyager Fund
ING Income Shares – Class R Shares		Janus Aspen Series Service Shares		Van Eck
%	VP Bond Portfolio	%	Aggressive Growth Portfolio	%	Worldwide Bond Fund
		%	Growth Portfolio	%	Worldwide Emerging Markets Fund
		%	International Growth Portfolio	%	Worldwide Hard Assets Fund
		%	Worldwide Growth Portfolio	%	Worldwide Real Estate Fund

                 % Guaranteed Interest Division

Frequency and Date of Automatic Rebalancing: (If no options are marked, frequency will be quarterly and/or date will be last valuation date of calendar period.)

Frequency:

¨    Monthly        ¨    Quarterly        ¨    Semi-annually        ¨    Annually

Date:

¨ Policy Processing Date – Date on which processing will occur based on frequency selected beginning                                                   (Month/Date)

¨    Last Valuation Date of Calendar Period

¨    Specific Date each Period beginning	_______________________________________________________________________
	(Specify Date)

Page 2

Section D – Dollar Cost Averaging Option

¨    Initiate Dollar Cost Averaging (complete below)            ¨    Change Dollar Cost Averaging (complete below)

Please transfer $                 or                  % from:

(check one only)    ¨    Fidelity Investment Money Market Division    ¨    Neuberger Berman Limited Maturity Bond Investment Option

Dollar Cost Averaging Option

	AIM – Series I		INVESCO Variable Investment Fund (VIF)
$            or            %	V.I. Capital Appreciation Fund	$            or            %	VIF-Core Equity Fund
$            or            %	V.I. Government Securities Fund	$            or            %	VIF-Health Sciences Fund
	Alger American	$            or            %	VIF-High Yield Fund
$            or            %	Growth Portfolio	$            or            %	VIF-Small Company Growth Fund
$            or            %	Leveraged AllCap Portfolio	$            or            %	VIF-Total Return Fund
$            or            %	MidCap Growth Portfolio	$            or            %	VIF-Utilities Fund
$            or            %	Small Capitalization Portfolio		Janus Aspen Series Service Shares
	Fidelity Variable Insurance Products Fund (VIP)	$            or            %	Aggressive Growth Portfolio
$            or            %	Growth Portfolio	$            or            %	Growth Portfolio
$            or            %	Money Market Portfolio	$            or            %	International Growth Portfolio
$            or            %	Overseas Portfolio	$            or            %	Worldwide Growth Portfolio
	Fidelity Variable Insurance Products Fund II (VIP II)		M Funds Brandes International Equity Fund
$            or            %	Asset ManagerSM Portfolio (Service Class)	$            or            %
$            or            %	Index 500 Portfolio	$            or            %	Business Opportunity Value Fund
	The GCG Trust	$            or            %	Clifton Enhanced U.S. Equity Fund
$            or            %	Fully Managed Portfolio	$            or            %	Frontier Capital Appreciation Fund
$            or            %	Mid-Cap Growth Portfolio	$            or            %	Ranger Capital
	ING Income Shares – Class R Shares	$            or            %	Turner Core Growth Fund
$            or            %	VP Bond Portfolio		Neuberger Berman
	ING Partners – Initial Class	$            or            %	AMT Growth Portfolio
$            or            %	ING UBS Tactical Asset Allocation Portfolio	$            or            %	AMT Limited Maturity Bond Portfolio
$            or            %	ING Van Kampen Comstock Portfolio	$            or            %	AMT Partners Portfolio
	ING Variable Portfolios (VP) – Class R Shares		Pioneer Funds-Class I
$            or            %	Index Plus Large Cap Portfolio	$            or            %	Mid Cap Value VCT Portfolio
$            or            %	Index Plus Mid Cap Portfolio	$            or            %	Small Cap Value VCT Portfolio
$            or            %	Index Plus Small Cap Portfolio		Putnam Variable Trust (VT) Class IB Shares
	ING Variable Products Trust (VP) – Class R Shares	$            or            %	Growth & Income Fund
$            or            %	Growth Opportunities Portfolio	$            or            %	New Opportunities Fund
$            or            %	MagnaCap Portfolio	$            or            %	Small Cap Value Fund
$            or            %	MidCap Opportunities Portfolio	$            or            %	Voyager Fund
$            or            %	SmallCap Opportunities Portfolio		Van Eck
		$            or            %	Worldwide Bond Fund
		$            or            %	Worldwide Emerging Markets Fund
		$            or            %	Worldwide Hard Assets Fund
		$            or            %	Worldwide Real Estate Fund

Frequency and Date of Dollar Cost Averaging:    (If no options are marked, frequency will be monthly and/or date will be policy processing date.)

Frequency:

¨    Monthly        ¨    Quarterly        ¨    Semi-annually        ¨    Annually

Date:

¨ Policy Processing Date - Date on which processing will occur based on frequency selected beginning                                                   (Month/Date)

¨    Specific Date each Period beginning                                                                (Specify Date)

Terminate:

¨    Terminate Dollar Cost Averaging on (date)                                                                    

¨    Terminate Dollar Cost Averaging when investment option from which money is being transferred reaches $                                         

Page 3

Section E – Investment Option Transfer Request

Transfer From	Investment Option	Transfer To	Transfer From	Investment Option	Transfer To
AIM – Series I			The INVESCO Variable Investment Fund (VIF)
$            or            %	V.I. Capital Appreciation Fund	$            or            %	$            or            %	VIF-Core Equity Fund	$            or            %
$            or            %	V.I. Government Securities Fund	$            or            %	$            or            %	VIF-Health Sciences Fund	$            or            %
Alger American			$            or            %	VIF-High Yield Fund
$            or            %	Growth Portfolio	$            or            %	$            or            %	VIF-Small Company Growth Fund	$            or            %
$            or            %	Leveraged AllCap Portfolio	$            or            %	$            or            %	VIF-Total Return Fund	$            or            %
$            or            %	MidCap Growth Portfolio	$            or            %	$            or            %	VIF-Utilities Fund	$            or            %
$            or            %	Small Capitalization Portfolio	$            or            %	Janus Aspen Series Service Shares
Fidelity Variable Insurance Products Fund (VIP)			$            or            %	Aggressive Growth Portfolio	$            or            %
$            or            %	Growth Portfolio	$            or            %	$            or            %	Growth Portfolio	$            or            %
$            or            %	Money Market Portfolio	$            or            %	$            or            %	International Growth Portfolio	$            or            %
$            or            %	Overseas Portfolio	$            or            %	$            or            %	Worldwide Growth Portfolio	$            or            %
Fidelity Variable Insurance Products Fund II (VIP II)				M Funds Brandes International Equity Fund
$            or            %	Asset ManagerSM Portfolio	$            or            %	$            or            %		$            or            %
$            or            %	Index 500 Portfolio	$            or            %	$            or            %	Business Opportunity Value Fund	$            or            %
The GCG Trust			$            or            %	Clifton Enhanced U.S. Equity Fund	$            or            %
$            or            %	Fully Managed Portfolio	$            or            %	$            or            %	Frontier Capital Appreciation Fund	$            or            %
$            or            %	Mid-Cap Growth Portfolio	$            or            %	$            or            %	Ranger Capital	$            or            %
	ING Income Shares – Class R Shares		$            or            %	Turner Core Growth Fund	$            or            %
$            or            %	VP Bond Portfolio	$            or            %	Neuberger Berman
ING Partners – Initial Class			$            or            %	AMT Growth Portfolio	$            or            %
$            or            %	ING UBS Tactical Asset Allocation Portfolio	$            or            %	$            or            %	AMT Limited Maturity Bond Portfolio	$            or            %
$            or            %	ING Van Kampen Comstock Portfolio	$            or            %	$            or            %	AMT Partners Portfolio	$            or            %
ING Variable Portfolios (VP) – Class R Shares			Pioneer Funds-Class I
$            or            %	Index Plus Large Cap Portfolio	$            or            %	$            or            %	Mid Cap Value VCT Portfolio	$            or            %
$            or            %	Index Plus Mid Cap Portfolio	$            or            %	$            or            %	Small Cap Value VCT Portfolio	$            or            %
$            or            %	Index Plus Small Cap Portfolio	$            or            %	Putnam Variable Trust (VT) Class IB Shares
ING Variable Products Trust (VP) – Class R Shares			$            or            %	Growth & Income Fund	$            or            %
$            or            %	Growth Opportunities Portfolio	$            or            %	$            or            %	New Opportunities Fund	$            or            %
$            or            %	MagnaCap Portfolio	$            or            %	$            or            %	Small Cap Value Fund	$            or            %
$            or            %	MidCap Opportunities Portfolio	$            or            %	$            or            %	Voyager Fund	$            or            %
$            or            %	SmallCap Opportunities Portfolio	$            or            %		Van Eck
			$            or            %	Worldwide Bond Fund	$            or            %
			$            or            %	Worldwide Emerging Markets Fund	$            or            %
			$            or            %	Worldwide Hard Assets Fund	$            or            %
			$            or            %	Worldwide Real Estate Fund	$            or            %
$            or            %	Guaranteed Interest Division	$            or            %

Section F – Signatures

I/We acknowledge that we have read and understand:

1. the terms and conditions listed in the instructions to this form, the Prospectus and the Policy for each of the options or changes requested.

2. I/we can cancel or change any elections requested in Sections C and D above by sending written notice to the Customer Service Center before the next transfer date.

3. that dollar cost averaging and automatic rebalancing will begin on the date specified only if ING Security Life has received this signed form before the date specified.

Signature of Owner(s) and authorized Registered Representative:

                                                                                                                                                   Date                              

(Signature)                                                             (Printed Name)

                                                                                                                                                   Date                              

(Signature)                                                             (Printed Name)

                                                                                                                                                   Date                              

(Signature)                                                             (Printed Name)

Signature of Spouse (if applicable)                                                                                        Date                            

If corporation, provide title of officer                                                                             

Print name of Insured(s)                                                                                                     

Policy Number                                                                                                           Daytime Phone Number                                              

(For corporate owned/sponsored plans attach list of applicable policies)

Page 4

EX-1.A(10)(C)

Exhibit 1.A(10)(c)

[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. A copy must be sent to the Home Office. 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 7.
• Be sure to complete fully the signature box on page 6.
• 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.

Right to request change in policy date

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.

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

[ING Logo]

NOTICE:

For Applicants in all States except for Colorado, Connecticut, District of Columbia, Kentucky, Louisiana, New Jersey, Ohio, Tennessee and Virginia

Any person who knowingly and with intent to injure, defraud or deceive any insurance company, files an application, statement or claim containing false, incomplete or misleading information may be guilty of insurance fraud.

THE LAWS OF THE FOLLOWING STATES REQUIRE THAT WE PROVIDE THESE NOTICES:

COLORADO:

It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance or civil damages. Any insurance company or its agent who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of Insurance within the Department of Regulatory Agencies.

CONNECTICUT:

Any person who knowingly and with intent to injure, defraud, or deceive any insurance company, files an application, statement or claim containing any false, incomplete, or misleading information may be guilty of insurance fraud as determined by a court of competent jurisdiction.

DISTRICT OF COLUMBIA:

It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant.

KENTUCKY AND OHIO:

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

LOUISIANA:

Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

NEW JERSEY:

Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties.

TENNESSEE:

It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties include imprisonment, fines and denial of insurance benefits.

VIRGINIA:

Any person who with intent to defraud, or knowing that he is facilitating a fraud against an insurer, submits an application, statement or files a claim containing false, or deceptive statement may have violated the law.

110945

[ING Logo]

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
1290 Broadway
Denver, CO 80203-5699

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					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)	[ ]   [ ]	[ ]   [ ]

1

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

2

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

3

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   [ ] Yes  [ ] No (If yes complete the following.)		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.
3. I certify, under penalty of perjury, that my social security/tax identification nubmer(s) is shown and is correct and that I am not subject to back up withholding.

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

6

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, including the selection of alternative commission structures where available.)

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, 1290 Broadway, Denver, CO 80203-5699

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:

• Five days after a refund of premium is mailed to the Owner's address shown on the application.
• 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. (This suicide clause does not apply in the state of Missouri)
• 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

April 8, 2002

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/ Kimberly J. Smith

Kimberly J. Smith
Counsel

EX-6

[ING Security Life letterhead]

EXHIBIT 6

April 8, 2002

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

Re:	Security Life Separate Account L1
	Post-Effective Amendment No. 15; SEC File No. 33-74190

Gentlemen:

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

The preparation of Post-Effective Amendment No. 15 to the Registration Statement on Form S-6 (File No. 33-74190) to be filed by Security Life and its Security Life Separate Account L1 (the "Separate Account") with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 with respect to the FirstLine/FirstLine II variable universal life insurance policies; and

The preparation of the policy forms for the FirstLine/FirstLine II variable universal life insurance policies described in Post-Effective Amendment No. 15 (the "Policies").

It is my professional opinion that

1. The aggregate fees and charges under the Policies are reasonable in relation to the services rendered the expenses expected to be incurred and the risks assumed by Security Life.
    
2. All other numerical examples shown in the Prospectus are consistent with the Policies and our other practices, and have not been designed to appear more favorable to prospective buyers than other examples which could have been provided.

I hereby consent to the filing of this opinion as an Exhibit to Post-Effective Amendment No. 15 to the Registration Statement and the use of my name under the heading "Experts" in the Prospectus.

Sincerely,

/s/ Lawrence D. Taylor

Lawrence D. Taylor, F.S.A., M.A.A.A.
LDT:tls

EX-7

EXHIBIT 7

Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts" and "Financial Statements" and to the use of our reports dated March 29, 2002 (with respect to the financial statements of Security Life Separate Account L1 and the statutory-basis financial statements of Security Life of Denver Insurance Company), in Post-Effective Amendment No. 15 to the Registration Statement (Form S-6 No. 33-74190) and related Prospectus of Security Life of Denver Insurance Company and Security Life Separate Account L1 dated May 1, 2002.

     /s/ ERNST & YOUNG LLP

Denver, Colorado
April 9, 2002