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-