Corporate Benefits VUL

CORPORATE BENEFITS

A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

issued by

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

The Policy

• Is issued by Security Life of Denver Insurance Company.

• Is returnable by you during the free look period if you are not satisfied.

• Is available only to groups of ten or more insured people, where the insured people share a common employment or business relationship.

Premium Payments

• Are flexible, so the premium amount and frequency may vary.

• Are allocated to the variable account and the fixed account, based on your instructions.

• Are subject to specified fees and charges.

The Policy Value

• Is the sum of your holdings in the fixed account, the variable account and the loan account.

• Has no guaranteed minimum value under the variable account. The value varies with the value of the subaccounts you select.

• Has a minimum guaranteed rate of return for amounts in the fixed account.

• Is subject to specified fees and charges.

• Death Benefit Proceeds

• Are paid if your policy is in force when the insured person dies.

• Are calculated under your choice of options:

• Option 1 - the base death benefit is the greater of the amount of base insurance coverage you have selected or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A;

• Option 2 - the base death benefit is the greater of the amount of base insurance coverage you have selected plus the policy value or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A; or

• Option 3 - the base death benefit is the greater of the amount of base insurance coverage you have selected plus premiums paid minus withdrawals taken or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

• Are equal to the base death benefit plus any rider benefits minus any outstanding loans, accrued loan interest and unpaid fees and charges.

• Are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.

@Sales Compensation

• @We pay compensation to broker/dealers whose registered representatives sell the policy. See Distribution of the Policies, page 57, for further information about the amount of compensation we pay.

Fund Managers

Funds managed by the following investment managers are available through the policy:

• Alliance Capital Management, L.P.

• BAMCO, Inc.

• Baring International Investment Limited

• Capital Research and Management Company

• Columbia Management Advisors, LLC

• Evergreen Investment Management Company, LLC.

• Fidelity Management & Research Company

• ING Clarion Real Estate Securities L.P.

• ING Investment Management Co.

• ING Investments, LLC

• J.P. Morgan Investment Management, Inc.

• Julius Baer Investment Management, LLC

• Legg Mason Funds Management, Inc.

• Lord, Abbett & Co., LLC

• Marsico Capital Management, LLC

• Massachusetts Financial Services Company

• Mercury Advisors

• Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen)

• Neuberger Berman, LLC

• Neuberger Berman Management, Inc.

• OppenheimerFunds, Inc.

• Pacific Investment Management Company LLC

• Pioneer Investment Management, Inc.

• T. Rowe Price Associates, Inc.

• UBS Global Asset Management (Americas) Inc.

• Wells Capital Management, Inc.

This prospectus describes what you should know before purchasing the Corporate Benefits variable universal life insurance policy. Please read it carefully and keep it for future reference.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The policy described in this prospectus is not a deposit with, obligation of or guaranteed or endorsed by any bank, nor is it insured or guaranteed by the FDIC, the Federal Reserve Board or any other government agency.

The date of this prospectus is April 28, 2006

Corporate Benefits

TABLE OF CONTENTS

	Page		Page
POLICY SUMMARY	3	TAX CONSIDERATIONS	45
The Policy's Features and Benefits	3	Tax Status of the Company	45
Factors You Should Consider Before Purchasing a Policy	6	Tax Status of the Policy	46
Fees and Charges	8	Diversification and Investor Control Requirements	46
THE COMPANY, THE VARIABLE ACCOUNT AND THE FIXED ACCOUNT	12	Tax Treatment of Policy Death Benefits	47
Security Life of Denver Insurance Company	12	Distributions Other than Death Benefits	47
The Investment Options	14	Other Tax Matters	48
DETAILED INFORMATION ABOUT THE POLICY	18	ADDITIONAL INFORMATION	51
Purchasing a Policy	19	General Policy Provisions	51
Fees and Charges	23	Distribution of the Policies	57
Death Benefits	28	Legal Proceedings	60
Additional Insurance Benefits	33	Financial Statements	60
Policy Value	36	APPENDIX A	A-1
Special Features and Benefits	38	APPENDIX B	B-1
Termination of Coverage	43	APPENDIX C	C-1

		MORE INFORMATION IS AVAILABLE	Back
			Cover

TERMS TO UNDERSTAND

The following is a list of some of the key defined terms and the page number on which each is defined:

Term	Page Where Defined	Term	Page Where Defined
Age	51	Policy Date	19
Fixed Account .	18	Policy Value	36
Fixed Account Value	18	Segment or Coverage Segment	29
Loan Account	37	Surrender Value	5
Loan Account Value	37	Valuation Date	36
Monthly Processing Date	24	Variable Account	14
Net Premium	3	Variable Account Value	36
Net Policy Value	5

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

You may contact us about the policy at our:

Customer Service Center
P.O. Box 5065
Minot, ND 58702-5065
1-877-253-5050

Corporate Benefits

POLICY SUMMARY

This summary highlights the features and benefits of the policy, the risks that you should consider before purchasing a policy and the fees and charges associated with the policy and its benefits. More detailed information is included in the other sections of this prospectus which should be read carefully before you purchase the policy.

The Policy's Features and Benefits

Premium Payments

See Premium Payments, page 20.

• You choose when to pay and how much to pay.

• You will need to pay sufficient premiums to keep the policy in force. Failure to pay sufficient premiums may cause your policy to lapse.

• You cannot pay additional premiums after age 100.

• We may refuse any premium that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code.

• We deduct tax charges and a sales charge from each premium payment and credit the remaining premium (the "net premium") to the variable account or the fixed account according to your instructions.

Free Look Period

See Free Look Period, page 22.

• During the free look period, you have the right to examine your policy and return it for a refund if you are not satisfied for any reason.

• The free look period is generally ten days from your receipt of the policy, although certain states may allow more than ten days.

• Generally, there are two types of free look refunds:

• Some states require a return of all premium we have received; and

• Other states require that we return your policy value plus a refund of all fees and charges deducted.

• The length of the free look period and the free look refund that applies in your state will be stated in your policy.

• During the free look period, your net premium will be allocated among the investment options you have selected unless your state requires a return of premium as the free look refund. In these states your net premium directed to the subaccounts will be allocated to the ING Liquid Assets Portfolio until after the free look period ends.

Death Benefits

See Death Benefits, page 28.

• Death benefits are paid if your policy is in force when the insured person dies.

• Until age 100, the amount of the death benefit will depend on which death benefit option is in effect when the insured person dies.

• There are three death benefit options available under your policy:

• Option 2 - the base death benefit is the greater of the amount of base insurance coverage you have selected plus your policy value or your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A; or

• After age 100, death benefit option 1 will apply to all policies and the amount of base insurance coverage selected will equal the amount of base insurance coverage in effect on the policy anniversary nearest the insured person's 100^th birthday plus the amount of coverage, if any, under the Adjustable Term Insurance Rider on that date.

• We will reduce the death benefit proceeds payable under any death benefit option by any outstanding loans, accrued loan interest and unpaid fees and charges.

• The death benefit is generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance.

Corporate Benefits

Temporary Insurance

See Temporary Insurance, page 22.

• If you apply and qualify, we may issue temporary insurance equal to the total amount of insurance coverage 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.

Rider Benefits

See Additional Insurance Benefits, page 33.

• Your policy may include additional insurance benefits, attached by rider. There are two types of rider benefits:

• Optional rider benefits that you must select before they are effective; and

• Rider benefits that automatically come with your policy.

• In many cases, we deduct an additional monthly charge for these benefits.

• Not all riders may be available under your policy or in your state.

Investment Options

See The Investment Options, page 12.

• You may allocate your net premiums to the subaccounts of Security Life Separate Account L1 (the "variable account") and to our fixed account.

• The variable account is one of our separate accounts and consists of subaccounts which invest in corresponding funds. When you allocate premiums to a subaccount, we invest any net premiums in shares of the corresponding fund.

• Your variable account value will vary with the investment performance of the funds underlying the subaccounts and the charges we deduct from your variable account value.

• The fixed account is part of our general account and consists of all of our assets other than those in our separate accounts (including the variable account) and loan account.

• We credit interest of at least 3.00% per year on amounts allocated to the fixed account, and we may, in our sole discretion, credit interest in excess of this amount.

Transfers

See Transfers, page 39.

• You currently may make an unlimited number of transfers between the subaccounts and to the fixed account each policy year. Transfers are, however, subject to any limits, conditions and restrictions that we or the funds whose shares are involved may impose.

• There are certain restrictions on transfers from the fixed account.

• We do not charge for transfers.

Asset Allocation Programs

See Dollar Cost Averaging, page 39.

See Automatic Rebalancing,
page 40.

• Dollar cost averaging is a systematic program of transferring policy values to selected subaccounts of the variable account. It is intended to help reduce the risk of investing too much when the price of a fund's shares is high. It also helps to reduce the risk of investing too little when the price of a fund's shares is low.

• Automatic rebalancing is a systematic program through which your variable and fixed account values are periodically reallocated among your selected investment options to maintain the allocation percentages you have chosen.

• There is no charge to participate in these asset allocation programs. There are, however, certain conditions on participation in these asset allocation programs.

• Neither of these asset allocation programs assures a profit nor do they protect you against a loss in a declining market.

Corporate Benefits

Loans

See Loans, page 38.

• After the first policy month, you may take loans against your policy value minus any outstanding loan balance and accrued loan interest (the "net policy value").

• A loan must be at least $100 and is generally limited to your net policy value less the periodic fees and charges to your next policy anniversary.

• When you take a loan we transfer an amount equal to your loan to the loan account as collateral for your loan. The loan account is part of our general account.

• We credit amounts held in the loan account with interest at an annual rate no less than 3.00%.

• We also charge interest on loans. Interest is due in arrears on each policy anniversary and accrues daily at a current annual rate of 3.25%.

• Loans reduce your policy's death benefit and may cause your policy to lapse.

• Loans may have tax consequences, and you should consult with a qualified tax adviser before taking a loan against your policy's net policy value.

Partial Withdrawals

See Partial Withdrawals, page 42.

• After the first policy year, you may take up to 12 partial withdrawals each policy year. In certain circumstances you may take partial withdrawals during the first policy year.

• A partial withdrawal must be at least $100 and may not exceed the amount which leaves your net policy value less than $500.

• We currently charge a fee of 2.00% of the amount withdrawn, up to $25 for each partial withdrawal.

• Partial withdrawals may reduce the amount of base and total insurance coverage under your policy and will reduce your policy value.

• Partial withdrawals may also have tax consequences, and you should consult with a qualified tax adviser before taking a partial withdrawal from your policy.

Surrenders

See Surrender, page 43.

• You may surrender your policy for its surrender value at any time before the death of the insured person.

• Your surrender value is your policy value minus your outstanding loan amount and accrued loan interest.

• All insurance coverage ends on the date we receive your surrender request.

• If you surrender your policy it cannot be reinstated.

• Surrendering the policy may have tax consequences, and you should consult with a qualified tax adviser before surrendering your policy.

Reinstatement

See Reinstatement, page 45.

• You may reinstate your policy and riders within five years of lapse if you still own the policy and did not surrender it and the insured person is still insurable.

• You will need to pay the required reinstatement premium.

• If you had an outstanding loan when coverage lapsed, we will reinstate it with accrued loan interest to the date of the lapse.

• A policy that is reinstated more than 90 days after lapsing may be considered a modified endowment contract for tax purposes.

• Reinstating your policy may have tax consequences, and you should consult with a qualified tax adviser before reinstating your policy.

Corporate Benefits

Factors You Should Consider Before Purchasing a Policy

The decision to purchase a policy should be discussed with your agent/registered representative. Make sure you understand the policy's investment options, its other features and benefits, its risks and the fees and charges you will incur when, together with your agent/registered representative, you consider an investment in the policy.

Life Insurance Coverage

• The policy is not a short-term savings vehicle and should be purchased only if you need life insurance coverage. Evaluate your need for life insurance coverage before purchasing a policy.

• You should purchase a policy only if you intend and have the financial capability to keep the policy in force for a substantial period of time.

Fees and Charges

See Fees and Charges, page 23.

• The policy's fees and charges reflect the costs associated with its features and benefits, the services we render, the expenses we expect to incur and the risks we assume under the policy.

• We believe that the policy's fees and charges, in the aggregate, are reasonable, but before purchasing a policy you should compare the value that the policy's various features and benefits and the available services have to you, given your particular circumstances, with the fees and charges associated with those features, benefits and services.

Lapse

See Lapse, page 44.

• Your policy may lapse and your insurance coverage under the policy may terminate if on any monthly processing date:

• Your net policy value is not enough to pay the periodic fees and charges when due.

• If you meet this condition, we will send you notice and give you a 61 day grace period to make a sufficient premium payment.

• If you do not make a sufficient premium payment by the end of the 61 day grace period, your life insurance coverage will terminate and your policy will lapse without value.

• Partial withdrawals and loans have an adverse impact on your net policy value. Before taking a partial withdrawal or loan consider its effect on your ability to keep your policy from lapsing.

Exchanges

See Purchasing a Policy, page 19.

• Replacing your existing life insurance policy(ies) and/or annuity contracts with the policy described in this prospectus may not be beneficial to you.

• Before purchasing a policy, determine whether your existing policy(ies) and/or contracts 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) and/or contracts with those of the policy described in this prospectus.

Investment Risk

See The Variable Account, page 14.

• You should evaluate the policy's long-term investment potential and risks before purchasing a policy.

• For amounts you allocate to the subaccounts of the variable account:

• Your values will fluctuate with the markets, interest rates and the performance of the underlying funds;

• You assume the risk that your values may decline or may not perform to your expectations;

• Your policy could lapse without value or you may be required to pay additional premium because of poor fund performance;

• Each fund has various investment risks, and some funds are riskier than others;

• You should read each fund's prospectus and understand the risks associated with the fund before allocating your premiums to its corresponding subaccount; and

• There is no assurance that any fund will achieve its stated investment objective.

• For amounts you allocate to the fixed account:

• Interest rates we declare will change over time; and

• You assume the risk that interest rates may decline, although never below the guaranteed minimum annual rate of 3.00%.

Corporate Benefits

Taxation

See TAX CONSIDERATIONS, page 45.

• 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.

• Assuming the policy qualifies as a life insurance contract under current federal income tax law, your policy earnings are generally not subject to income tax as long as they remain within your policy. Depending on your circumstances, however, the following events may have tax consequences for you:

• Reduction in the amount of your insurance coverage;

• Partial withdrawals;

• Loans;

• Surrender;

• Lapse; and

• Reinstatement.

• In addition, if your policy is a modified endowment contract, a partial withdrawal, surrender or a loan against or secured by the policy will cause income taxation to the extent of any gain in the policy. A penalty tax may be imposed on a distribution from a modified endowment contract as well.

• There is always the possibility that the tax treatment of the policy could be changed by legislation or otherwise. You should consult a qualified tax adviser with respect to legislative developments and their effect on the policy.

• Consult with a qualified legal or tax adviser before you purchase a policy.

Sales Compensation

See Distribution of the Policies, page 57.

• We pay compensation to broker/dealers whose registered representatives sell the policy.

• Broker/dealers may be able to choose to receive their compensation under various payment options, but their choice will not affect the fees and charges you will pay for the policy.

• We generally pay more compensation on premiums paid for base insurance coverage than we do on premiums paid for coverage under the Adjustable Term Insurance Rider. Talk to your agent/representative about the right blend of base coverage and Adjustable Term Insurance Rider coverage for you.

Other Products

• We and our affiliates offer other insurance products which may have different features, benefits, fees and charges. These other products may better match your needs.

• Contact your agent/registered representative if you would like information about these other products.

Corporate Benefits

Fees and Charges

The following tables describe the fees and charges you will pay when buying, owning and surrendering the policy.

Transaction Fees and Charges. The following table describes the fees and charges deducted at the time you buy the policy, make a partial withdrawal or request an excess illustration. See Transaction Fees and Charges, page 23.

Charge	When Deducted	Amount Deducted
Tax Charges	• Deducted when you make a premium payment.	• 2.50% of each premium payment for state and local taxes. • 1.50% of each premium payment for estimated federal income tax treatment of deferred acquisition costs. • No tax charges are assessed on first year premium in excess of target premium.
Initial Sales Charge	• Deducted when you make a premium payment.	• 2.00% of premium up to target premium in segment year 1, and lower thereafter.
Partial Withdrawal Fee	• Deducted when you take a partial withdrawal.	• 2.00% of the amount withdrawn, up to $25.
Excess Illustration Fee	• Deducted each time you request an illustration after the first each policy year.	• $25 - maximum. • $0 - current.

Corporate Benefits

Periodic Fees and Charges. The following table describes the fees and charges deducted each year or each month on the monthly processing date, not including fund fees and expenses. See Periodic Fees and Charges, page 24.

Charge	When Deducted	Amount Deducted
Cost of Insurance Charge ¹	• On the monthly processing date.	• Minimum Rates per $1,000 of base insurance coverage - • $0.01 - current. • $0.07 - guaranteed. • Maximum Rates per $1,000 of base insurance coverage - • $9.07 - current. • $12.91 - guaranteed. • Rates for a representative insured person per $1,000 of base insurance coverage - • $0.07 - current. • $0.38 - guaranteed. • The representative insured person is a male, age 45 in the no tobacco risk class.
Deferred Sales Charge	• On the monthly processing date corresponding with the first seven anniversaries of each coverage segment after the year we receive the premium payment.	• 2.00% of premium up to target premium received in the first segment year; plus • 1.00% of premium received in excess of target premium in the first segment year. • The percentage charged is lower after the first segment year.
Mortality & Expense Risk Charge ²	• On the monthly processing date.	• 0.02% (0.20% on an annual basis) of policy value invested in the variable account.
Administrative Charge	• On the monthly processing date.	• $12 per month in policy year 1, and lower thereafter.
Loan Interest Charge	• Accrues daily but is due in arrears on each policy anniversary.	• 3.25% per annum of the loan amount.

The minimum and maximum rates shown are for an insured person in the standard risk class. The cost of insurance rates shown are for the first policy year. The rates have been rounded to the nearest penny. Consequently, the actual rates are either more or less than these rounded rates. The rates that apply to you depend on the amount of your base insurance coverage and the characteristics of the group of insured people, such as ages, genders and risk classes. Different cost of insurance rates will apply to each segment of base insurance coverage. A segment or coverage segment is a block of insurance coverage. The rates for the representative insured person listed above may be more or less than you will pay, and you should contact your agent/registered representative for information about the rates that apply to you. The guaranteed maximum cost of insurance rates for an insured person in the substandard risk class is $83.33 per $1,000 of base insurance coverage.

The monthly mortality and expense risk charge rate has been rounded to the nearest one hundredth of one percent. See Mortality and Expense Risk Charge, page 25 for the monthly rate without rounding.

Corporate Benefits

Optional Rider Fees and Charges. The following table describes the charges deducted if you elect any of the optional rider benefits. See Optional Rider Fees and Charges, page 26.

Rider

When Deducted

Amount Deducted

Adjustable Term Insurance Rider ³

• On the monthly processing date.

• Minimum Rates per $1,000 of rider benefit -

• $0.01 - current.

• $0.09 - guaranteed.

• Maximum Rates per $1,000 of rider benefit -

• $9.07 - current.

• $16.19 - guaranteed.

• Rates for a representative insured person per $1,000 of rider benefit -

• $0.07 - current.

• $0.47 - guaranteed.

• The representative insured person is a male, age 45 in the no tobacco risk class.

Fund Fees and Expenses. The following table shows the minimum and maximum fund fees and expenses that you may pay during the time you own the policy. These may change from year to year. You should review the fund prospectuses for details about the fees and charges specific to a particular fund.

Annual Total Fund Expenses (expenses deducted from fund assets)

	Minimum	Maximum
Total Gross Annual Fund Expenses ⁴	0.27%	1.34%
Total Net Annual Fund Expenses ⁵	0.27%	1.30%

³	Rates shown are for the first policy year and have been rounded to the nearest penny. Consequently, the actual rates are either more or less than these rounded rates. The rates for this rider depend on the insured person's age, gender, policy duration and risk class and generally increase each year after the first policy year. The rates for the representative insured person listed above may be more or less than you will pay, and you should contact your agent/registered representative for information about the rates that apply to you.
⁴	Total Annual Fund Expenses include management fees, distribution (12b-1) fees and other expenses.
⁵	The Total Net Annual Fund Expense figures include management fees, distribution (12b-1) fees and other expenses but also take into account contractual arrangements that require reimbursement or waiver of certain fund fees and expenses at least through May 1, 2007. Out of all funds available through the policy, 23 have contractual arrangements to reimburse or waive certain fees and expenses through this period. Generally, these arrangements provide that fees and expenses will be reimbursed or waived above a certain level for a specific period of time. The minimum and maximum Total Net Annual Fund Expenses shown take into account all of the available funds, not just those with contractual arrangements.

Corporate Benefits

How the Policy Works

Corporate Benefits

THE COMPANY, THE VARIABLE ACCOUNT

AND THE FIXED ACCOUNT

Security Life of Denver Insurance Company

We are a stock life insurance company organized in 1929 and incorporated under the laws of the State of Colorado. We are admitted to do business in the District of Columbia and all states except New York. Our headquarters is at 1290 Broadway, Denver, Colorado 80203.

We are a wholly owned indirect subsidiary of ING Groep N.V., a global financial institution active in the fields of insurance, banking and asset management. ING Groep N.V. is headquartered in Amsterdam, The Netherlands. Although we are an indirect subsidiary of ING Groep N.V., ING Groep N.V. is not responsible for the obligations under the policy. The obligations under the policy are solely the responsibility of Security Life of Denver Insurance Company.

Regulatory Developments - The Company and the Industry

As with many financial services companies, Security Life and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the company and its affiliates have been and are providing full cooperation.

Investment Product Regulatory Issues. Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares; revenue sharing and directed brokerage; compensation; sales practices, suitability, and supervision; arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of ING, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in company reports previously filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended.

In September 2005, an affiliate of the company, ING Fund Distributors, LLC ("IFD") and one of its registered persons settled an administrative proceeding with the National Association of Securities Dealers, Inc. ("NASD") in connection with frequent trading arrangements. IFD neither admitted nor denied the allegations or findings and consented to certain monetary and non-monetary sanctions. IFD's settlement of this administrative proceeding is not material to the company.

Corporate Benefits

Other regulators, including the SEC and the New York Attorney General, are also likely to take some action with respect to the company or certain affiliates before concluding their investigations relating to fund trading. The potential outcome of such action is difficult to predict but could subject the company or certain affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on ING or ING's U.S.-based operations, including the company.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Management reported to the ING Funds Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or ING's U.S.-based operations, including the company.

Insurance and Other Regulatory Matters. The New York Attorney General and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices; specific product types (including group annuities and indexed annuities); and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. The company and certain of its U.S. affiliates have received formal and informal requests in connection with such investigations, and are cooperating fully with each request for information.

These initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the company, periodically review whether modifications to their business practices are appropriate.

Corporate Benefits

The Investment Options

You may allocate your premium payments to any of the available investment options. These options include the subaccounts of the variable account and the fixed account. The investment performance of a policy depends on the performance of the investment options you choose.

The Variable Account

In the policy the "variable account" is referred to as the "Separate Account."

We established Security Life Separate Account L1 on November 3, 1993, as one of our separate accounts under the laws of the State of Colorado. It is a unit investment trust, registered with the SEC under the Investment Company Act of 1940, as amended ("1940 Act").

We own all of the assets of the variable account and are obligated to pay all amounts due under a policy according to the terms of the policy. Income, gains and losses credited to, or charged against, the variable account reflect the investment experience of the variable account and not the investment experience of our other assets. Additionally, Colorado law provides that we cannot charge the variable account with liabilities arising out of any other business we may conduct. This means that if we ever became insolvent, the variable account assets will be used first to pay variable account policy claims. Only if variable account assets remain after these claims have been satisfied can these assets be used to pay owners of other policies and creditors.

The variable account is divided into subaccounts. Each subaccount invests in a corresponding fund. When you allocate premium payments to a subaccount, you acquire accumulation units of that subaccount. You do not invest directly in or hold shares of the funds when you allocate premium payments to the subaccounts of the variable account.

Funds Available Through the Variable Account. The following chart lists the funds that are available through the variable account. For additional information about each fund's investment adviser/subadviser and investment objective, see Appendix B to this prospectus. More detailed information about each fund can be found in each fund's current prospectus.

Corporate Benefits

Fund Name

• American Growth Fund (Class 2)

• American Growth-Income Fund (Class 2)

• American International Fund (Class 2)

• Fidelity^® VIP Contrafund^® Portfolio (Service Class)

• Fidelity^® VIP Equity-Income Portfolio (Service Class)

• ING AllianceBernstein Mid Cap Growth Portfolio (Class I)

• ING Evergreen Health Sciences Portfolio (Class I) *

• ING Evergreen Omega Portfolio (Class I)

• ING FMR^SM Diversified Mid Cap Portfolio (Class I) *

• ING FMR^SM Earnings Growth Portfolio (Class I)

• ING Global Resources Portfolio (Class I)

• ING JPMorgan Emerging Markets Equity Portfolio (Class I)

• ING JPMorgan Small Cap Equity Portfolio (Class I)

• ING JPMorgan Value Opportunities Portfolio (Class I) *

• ING Julius Baer Foreign Portfolio (Class I)

• ING Legg Mason Value Portfolio (Class I)

• ING Lifestyle Aggressive Growth Portfolio (Class I)

• ING LifeStyle Growth Portfolio (Class I)

• ING LifeStyle Moderate Growth Portfolio (Class I)

• ING LifeStyle Moderate Portfolio (Class I)

• ING Limited Maturity Bond Portfolio (Class S)

• ING Liquid Assets Portfolio (Class S)

• ING MarketPro Portfolio (Class I)

• ING MarketStyle Growth Portfolio (Class I)

• ING MarketStyle Moderate Growth Portfolio (Class I)

• ING MarketStyle Moderate Portfolio (Class I)

• ING Marsico Growth Portfolio (Class I)

• ING Marsico International Opportunities Portfolio (Class I) *

• ING Mercury Large Cap Growth Portfolio (Class I) *

• ING MFS Total Return Portfolio (Class I)

• ING MFS Utilities Portfolio (Class S)

• ING Oppenheimer Main Street Portfolio^® (Class I)

Fund Name

• ING Pioneer Fund Portfolio (Class I) *

• ING Pioneer Mid Cap Value Portfolio (Class I)

• ING Stock Index Portfolio (Class I)

• ING T. Rowe Price Capital Appreciation Portfolio (Class I)

• ING T. Rowe Price Equity Income Portfolio (Class I)

• ING UBS U.S. Allocation Portfolio (Class S)

• ING Van Kampen Growth and Income Portfolio (Class S)

• ING VP Index Plus International Equity Portfolio (Class S)

• ING Wells Fargo Small Cap Disciplined Portfolio (Class S)

• ING Baron Small Cap Growth Portfolio (I Class)

• ING Columbia Small Cap Value II Portfolio (I Class)

• ING JP Morgan Mid Cap Value Portfolio (I Class)

• ING Lord Abbett U.S. Government Securities Portfolio (I Class)

• ING Neuberger Berman Partners Portfolio (I Class)

• ING Neuberger Berman Regency Portfolio (I Class)

• ING Oppenheimer Global Portfolio (I Class)

• ING Oppenheimer Strategic Income Portfolio (S Class)

• ING PIMCO Total Return Portfolio (I Class)

• ING T. Rowe Price Diversified Mid Cap Growth Portfolio (I Class)

• ING UBS U.S. Large Cap Equity Portfolio (I Class)

• ING Van Kampen Comstock Portfolio (I Class)

• ING Van Kampen Equity and Income Portfolio (I Class)

• ING VP Balanced Portfolio (Class I)

• ING VP Intermediate Bond Portfolio (Class I)

• ING VP Index Plus LargeCap Portfolio (Class I)

• ING VP Index Plus MidCap Portfolio (Class I)

• ING VP Index Plus SmallCap Portfolio (Class I)

• ING VP High Yield Bond Portfolio (Class I)

• ING VP Real Estate Portfolio (Class S)

• ING VP SmallCap Opportunities Portfolio (Class I)

• Neuberger Berman AMT Socially Responsive Portfolio^® (Class I)

Prior to April 28, 2006, the S Class shares of this fund were available through the variable account. Effective April 28, 2006, the I Class of fund shares replaced the S Class of fund shares. I Class shares have 0.25% lower total fund expenses than the S Class shares, and the effect of this transaction is to give policy owners an investment in the same fund managed by the same investment adviser at a lower cost.

Corporate Benefits

See Appendix B to this prospectus for more information about the funds available through the variable account, including information about each fund's investment adviser/subadviser and investment objective. Please read and retain the fund prospectuses for more information about each fund's investment objective and policies and the risks associated with investing in the fund.

A fund available through the variable account is not the same as a retail mutual fund with the same or similar name. Accordingly, the management, expenses and performance of a fund available through the variable account is likely to differ from a similarly named retail mutual fund.

Voting Privileges. We invest each subaccount's assets in shares of a corresponding fund. We are the legal owner of the fund shares held in the variable account, and we have the right to vote on certain issues. Among other things, we may vote on issues described in the fund's current prospectus or issues requiring a vote by shareholders under the 1940 Act.

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

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

We vote the shares in accordance with your instructions at meetings of the fund's shareholders. We vote any fund shares that are not attributable to policies and any fund shares for which the owner does not give us instructions in the same proportion as we vote the shares for which we did receive voting instructions.

We reserve the right to vote fund 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 funds corresponding to those subaccounts in which you have invested assets as of the record date set by the fund's Board for the shareholders meeting. We determine the number of fund shares in each subaccount of your policy by dividing your variable account value in that subaccount by the net asset value of one share of the matching fund.

Corporate Benefits

Right to Change the Variable Account. Subject to state and federal law and the rules and regulations thereunder, we may, from time to time, make any of the following changes to our variable account with respect to some or all classes of policies:

•	Change the investment objective;

•	Offer additional subaccounts which will invest in funds we find appropriate for policies we issue;

•	Eliminate subaccounts;

•

Close subaccounts or combine two or more subaccounts. If we close or combine a subaccount, unless you provide us with alternative allocation instructions, all future premiums directed to the subaccount that was closed or combined may be automatically allocated among the other subaccounts in which your policy value is allocated, on a proportionate basis. You may give us alternative allocation instructions at any time by contacting our Customer Service Center. See also the Transfers section of this prospectus for information about making subaccount allocation changes;

•	Substitute a new fund for a fund in which a subaccount currently invests. A substitution may become necessary if, in our judgment:

•

A fund no longer suits the purposes of your policy;

•

There is a change in laws or regulations;

•

There is a change in the fund's investment objectives or restrictions;

•

The fund is no longer available for investment; or

•

Another reason we deem a substitution is appropriate.

•	In the case of a substitution, the new fund may have different fees and charges than the fund it replaced;

•	Transfer assets related to your policy class to another separate account;

•	Withdraw the variable account from registration under the 1940 Act;

•	Operate the variable account as a management investment company under the 1940 Act;

•	Cause one or more subaccounts to invest in a fund other than, or in addition to, the funds currently available;

•	Stop selling the policy;

•	End any employer or plan trustee agreement with us under the agreement's terms;

•	Limit or eliminate any voting rights for the variable account;

•	Make any changes required by the 1940 Act or its rules or regulations; or

•	Close a subaccount 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 subaccount to another subaccount or to the fixed account, you may do so free of charge. Just notify us at our Customer Service Center.

Corporate Benefits

The Fixed Account

In the policy the "fixed account" is referred to as the "Guaranteed Interest Division."		You may allocate all or a part of your net premium and transfer your net policy value into the fixed account. We declare the interest rate that applies to all amounts in the fixed account. Although the interest rate will change over time, the interest rate will never be less than 3.00%. Additionally, we guarantee that the interest rate will not change more frequently than every policy anniversary. Interest compounds daily at an effective annual rate that equals the declared rate. We credit interest to the fixed account 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 fixed account.

Your fixed account value equals the net premium you allocate to the fixed account, plus interest earned, minus amounts you transfer out or withdraw. It may be reduced by fees and charges assessed against your policy value.

The fixed account guarantees principal and is part of our general account. The general account supports our non-variable insurance and annuity obligations. We have not registered interests in the fixed account under the Securities Act of 1933, as amended ("1933 Act"). Also, we have not registered the fixed account or the general account as an investment company under the 1940 Act (because of exemptive and exclusionary provisions). This means that the general account, the fixed account and interests in it are generally not subject to regulation under these Acts.

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

DETAILED INFORMATION ABOUT THE POLICY

This prospectus describes our standard Corporate Benefits variable universal life insurance policy. The policy provides death benefits, policy values and other features of traditional life insurance contracts. There may be variations in policy features, benefits and charges because of requirements of the state where we issue your policy. We describe all such differences in your policy.

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

Corporate Benefits

We and our affiliates offer various other products with different features and terms than the policy offered through this prospectus, and that may offer some or all of the same funds. These products have different benefits, fees and charges, and may or may not better match your needs. Please note that some of the company's management personnel and certain other employees may receive a portion of their employment compensation based on the amount of policy values allocated to funds affiliated with ING. You should be aware that there may be alternative products available, and, if you are interested in learning more about these other products, contact our Customer Service Center or your agent/registered representative.

Purchasing a Policy

Only groups of individuals, corporations or other institutions may purchase this policy. These group arrangements include those in which there is a trustee, an employer or an association. The group may either purchase policies covering a group of individuals 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.

To purchase a policy you must submit an application to us. On that application you will, among other things, select:

• The amount of your total insurance coverage (which generally must be at least $50,000 per policy);

• Your initial death benefit option; and

• Any riders or optional benefits.

In the policy total insurance coverage is referred to as "Target Death Benefit."

Additionally, on the application you will provide us with certain health and other necessary information. Upon receipt of an application, we will follow our underwriting procedures to determine whether the proposed insured person is insurable by us. Before we can make this determination, we may need to request and review medical examinations of and other information about the proposed insured person. Through our underwriting process we also determine the risk class for the insured person if the application is accepted. Risk class is based on such factors as age, gender, health and occupation of the insured person. Risk class will impact the cost of insurance rates you will pay and may also affect premiums and other policy fees, charges and benefits.

We reserve the right to reject an application for any reason permitted by law. If an application is rejected, any premium received will be returned without interest.

On the date coverage under the policy begins (the "policy date"), the person on whose life we issue the policy (the "insured person") generally can be no more than age 85. "Age" under the policy means the insured person's age on the birthday nearest to the policy date. From time to time, we may accept an insured person who exceeds our normal maximum age limit. We will not unfairly discriminate in determining the maximum age at issue. All exceptions to our normal limits are dependent upon our ability to obtain acceptable reinsurance coverage for our risk with an older insured. We may also set a minimum age to issue a policy.

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. Except for cash on delivery policies, we generally will not reissue a policy to change the policy date.

Important Information About the Adjustable Term Insurance Rider. It may be to your economic advantage to include all or part of your insurance coverage under the Adjustable Term Insurance Rider. Working with your agent, consider the factors described in the Adjustable Term Insurance Rider section of this prospectus, page 33, when deciding whether to include coverage under the Adjustable Term Insurance Rider and in what proportion to the total amount of coverage under your policy.

Corporate Benefits

Premium Payments

Premium payments are flexible and you may choose the amount and frequency of premium payments, within limits, including:

•

We may refuse to accept any premium less than $25;

•

You cannot pay additional premiums after age 100;

•

We may refuse any premium that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code;

•

We may refuse any premium that would cause your policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code without your prior written acknowledgement accepting your policy as a modified endowment contract; and

•

We may refuse to accept any premium that does not comply with our anti-money laundering program. See Anti-Money Laundering, page 53.

After we deduct the tax charges and the sales charge from your premium payments, we apply the remaining premium to your policy as described below.

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

Your initial premium must be at least equal to the sum of the scheduled premium from the policy date through the investment date. The investment date is the date we apply the net premium to your policy.

Scheduled Premium. 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 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.

Corporate Benefits

Unscheduled Premium Payments. Generally speaking, you may make unscheduled premium payments at any time, however:

•

We may limit the amount of an unscheduled premium payment if it would result in an increase in the amount of the base death benefit 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 base death benefit is increased due to an unscheduled premium payment;

•	We may require satisfactory evidence that the insured person is insurable at the time that you make the unscheduled premium payment if an unscheduled premium payment will cause the net amount at risk to increase; and

•	We will return premium payments which 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.

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 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.

Premium Payments Affect Your Coverage. Your coverage lasts only as long as you have a positive net policy value that is enough to pay the periodic fees and charges due each month. If you do not meet this requirement, your policy will enter a 61-day grace period and you must make a sufficient premium payment to keep your policy from lapsing. See Lapse, page 44.

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

•	We receive the required initial premium;

•	All issue requirements have been received by our Customer Service Center; and

•	We approve your policy for issue.

Amounts you designate for the fixed account will be allocated to that account 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 subaccounts of the variable account in the subaccount which invests in the ING Liquid Assets Portfolio. We later transfer these amounts from this subaccount to your selected subaccounts, based on your most recent premium allocation instructions, at the earlier of the following dates:

•	Five days after the date we mailed your policy to you plus the length of your state free look period; or

•	The date we receive your delivery receipt plus the length of your state free look period.

If your state provides for return of your policy value during the free look period (or provides no free look period), we allocate amounts you designated for the subaccounts of the variable account directly into those subaccounts.

All net premium we receive after the applicable period are allocated 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%.

Corporate Benefits

Free Look Period

You have the right to examine your policy and return it to us (for any reason) within the period shown in the policy. The period during which you have this right is called the free look period and starts on the date you receive your policy. If you return your policy to us within the free look period, we cancel it as of your policy date.

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

•

Refund of all premium we have received from you; or

•

Refund of your policy value plus a refund of all charges deducted.

The type of refund that applies in your state will be specified in your policy. The type of free look refund will affect when premium received before the end of the free look period is allocated to the subaccounts. See Allocation of Net Premium, page 21.

Temporary Insurance

If you apply and qualify, we may issue temporary insurance in an amount equal to the amount of insurance coverage for which you applied, up to $4.5 million, which includes other in-force coverage you have with us.

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

•

You have completed and signed our temporary insurance coverage form;

•

We have received and accepted a premium payment of at least your scheduled premium (selected on your application); and

•

The necessary parts of the application are complete.

Unless otherwise provided by state law, temporary insurance coverage ends on the earliest of:

•

Five days after we mail the premium refund to the address on your application;

•

Five days after we mail notice of termination to the address on your application;

•

Your policy date;

•

The date we refuse to issue a policy based on your application; or

•

90 days after you sign our temporary life insurance coverage form.

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

•

There is a material misrepresentation in your answers on the temporary 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; or

•

The bank does not honor your premium check or authorized withdrawal.

During the period of temporary insurance coverage your premium payments are held by us in a general suspense account until underwriting is completed and the policy is issued or the temporary insurance coverage otherwise ends. Premiums held in this suspense account do not earn interest and they are not allocated to the investment options available under the policy until a policy is issued. If a policy is not issued and temporary coverage ends, any premium received will be returned without interest. See Allocation of Net Premium, page 21.

Corporate Benefits

Fees and Charges

We deduct fees and charges under the policy to compensate us for:

•	Providing the insurance benefits of the policy (including any rider benefits);

•	Administering the policy;

•	Assuming certain risks in connection with the policy; and

•	Incurring expenses in distributing the policy.

The amount of a fee or charge may be more or less than the cost associated with the service or benefit. Accordingly, excess proceeds from one fee or charge may be used to make up a shortfall on another fee or charge, and we may earn a profit on one or more of these fees and charges. We may use any such profits for any proper corporate purpose, including, among other things, payment of sales expenses.

Transaction Fees and Charges

We deduct the following transaction fees and charges from your policy value each time you make certain transactions.

Tax Charges. We deduct 2.5% from each premium payment to cover the total average state and local taxes we expect to pay. We pay state and local taxes in most states. These taxes vary from state to state and from jurisdiction to jurisdiction.

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

No tax charges are assessed on first year premium in excess of target premium.

We may increase or decrease the charges for taxes, within limits, if there are changes in the tax rates or tax laws.

Sales Charge. We deduct sales charges based on the amount of premium we receive each year a coverage segment is in effect. Premium payments are subject to both an initial and a deferred sales charges which in the aggregate can be up to 16% of premium received in the first year up to target and 7% of premium in the first year in excess of target. See Deferred Sales Charge, page 24 for more detail about the deferred sales charge.

•	Initial Sales Charge. In the first segment year, the initial sales charge is 2% of the premium you pay up to target. Each year thereafter, we deduct 0.5% of each premium payment we receive.

Partial Withdrawal Fee. We deduct a partial withdrawal fee each time you take a partial withdrawal from your policy. The amount of this fee is 2.00% of the amount withdrawn up to $25. We deduct the partial withdrawal fee proportionately from your remaining fixed and variable account values.

This fee helps offset the expenses we incur when processing a partial withdrawal.

Excess Illustration Fee. We currently do not assess this fee, but we reserve the right to assess a fee of up to $25 for each illustration of your policy values you request after the first each policy year.

This fee helps offset the costs we incur when processing requests for excess illustrations.

Corporate Benefits

Periodic Fees and Charges

We deduct the following periodic fees and charges from your policy value each year or each month on the monthly processing date. The monthly processing date is the same date each month as your policy date. If that date is not a valuation date, then the monthly processing date is the next valuation date.

At any time you may choose one investment option from which we will deduct your periodic fees and charges. If you do not choose the investment option or the amount in your chosen investment option is not enough to cover the periodic fees and charges, then your periodic fees and charges are taken from the subaccounts and fixed account in the same proportion that your value in each has to your net policy value.

In the policy the deferred sales charge is referred to as the "Annual Deduction".	Deferred Sales Charge. We deduct an annual deferred sales charge that is a percentage of your annual premium payments in each of the first ten segment years. The charge is deducted from your policy value on the monthly processing date corresponding with each of the first seven coverage segment anniversaries after the year the premium payment was received. Each coverage segment has its own deferred sales charge. If you have more than one coverage segment, we will allocate your premium payments among the coverage segments to determine the deferred sales charges under your policy.

	Percentage of Premium*
	Segment Year when Premium Payments are Received	Up to Target Premium	In Excess of Target Premium	Deducted at Beginning of Segment Years
	1	2%	1%	2-8
	2	1.75%	N/A	3-9
	3	1.75%	N/A	4-10
	4	1.75%	N/A	5-11
	5	0.5%	N/A	6-12
	6	0.5%	N/A	7-13
	7	0.5%	N/A	8-14
	8	0.5%	N/A	9-15
	9	0.5%	N/A	10-16
	10	0.5%	N/A	11-17

*These percentages are used to determine the deferred sales charge. Once determined, the deferred sales charge is assessed once each year for seven years.

The following example based on two years of premium payments will help you understand the deferred sales charge.

Assume your policy has:

•

A target premium of $8,000;

•

Premium payments of $10,000 in each of the first two years; and

•

No change in the amount of insurance coverage.

The $10,000 premium for the first year is assessed a $180 deferred sales charge each year for years two through eight: 2.00% of premium up to target premium plus 1% of premium payments over target [0.02 X $8,000 + (0.01 X $2,000) = $180].

The $10,000 premium for the second year is assessed a $140 deferred sales charge each year for years three through nine: 1.75% of all premium up to target premium [0.0175 X $8,000 = $140].

Corporate Benefits

Segment Year of the Premium Payment	Deferred Sales Charge on the First Year Premium of $10,000	Deferred Sales Charge on the Second Year Premium of $10,000	Total Deferred Sales Charge
1
2	$180		$180
3	$180	$140	$320
4	$180	$140	$320
5	$180	$140	$320
6	$180	$140	$320
7	$180	$140	$320
8	$180	$140	$320
9		$140	$140
10

The deferred sales charge helps compensate us for the costs associated with selling the policies, including promotional, advertising and distribution expenses.

Mortality and Expense Risk Charge. Each month we deduct from your policy value a mortality and expense risk charge of 0.01667% (0.20% on an annual basis) of the amount invested in the subaccounts.

This charge helps compensate us for the mortality and expense risks we assume when we issue a policy. The mortality risk is the risk that insured people, as a group, may live less time than we estimated. The expense risk is the risk that the costs of issuing and administering the policies and operating the subaccounts of the variable account are greater than we estimated.

Administrative Charge. Each month we deduct an administrative charge of $12 for the first policy year and $6 each month thereafter.

This charge helps offset the costs we incur in administering the policy, including costs associated with:

•	Billing and collecting premiums;

•	Processing claims and policy transactions;

•	Keeping records;

•	Reporting and communicating with policy owners; and

•	Our overhead and other expenses.

Cost of Insurance. Each month we deduct a cost of insurance charge equal to our current monthly cost of insurance rates multiplied by the net amount at risk for each segment of your base insurance coverage. The net amount at risk as calculated on each monthly processing date equals the difference between:

•	Your current base death benefit, discounted to take into account one month's interest earnings at an assumed 3.00% annual interest rate; and

•	Your policy value minus the periodic fees and charges due on that date, other than cost of insurance charges.

Corporate Benefits

Monthly cost of insurance rates are based on the insured person's age at issue, gender, risk class and amount of insurance coverage on the policy date and each date you increase your insurance coverage (a "segment date") and the segment year. They will not, however, be greater than the guaranteed cost of insurance rates shown in the policy, which are based on the 1980 Commissioner's Standard Ordinary Sex Distinct Mortality Tables. We will apply unisex rates where appropriate under the law. This currently includes policies issued in the state of Montana and policies issued to employers or employee organizations in connection with employment related insurance or benefit programs. The rates that apply to you will be set forth in your policy. See the Periodic Fees and Charges table on page 9 for the minimum and maximum cost of insurance rates and the rates for a representative insured person.

Separate cost of insurance rates apply to each segment of your insurance coverage and your Adjustable Term Insurance Rider. The maximum rates for the initial segment and each new segment of your insurance coverage will be printed in your policy schedule pages.

The cost of insurance charge varies from month to month because of changes in your net amount at risk, changes in your death benefit and the increasing age of the insured person. The net amount at risk is affected by the same factors that affect your policy value, namely:

•

The net premium applied to your policy;

•

The fees and charges we deduct;

•

Any partial withdrawals you take;

•

Interest earnings on the amounts allocated to the fixed account;

•

Interest earned on amounts held in the loan account; and

•

The investment performance of the funds underlying the subaccounts of the variable account.

We calculate the net amount at risk separately for each segment of your insurance coverage. We allocate the net amount at risk to segments of the base death benefit in the same proportion that each segment has to the total base death benefit for all insurance coverage as of the monthly processing date.

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

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

Optional Rider Fees and Charges

There may be separate fees and charges for optional rider benefits. See the Optional Rider Fees and Charges table on page 10 and the Optional Rider Benefits section on page 33 for more information about the optional rider benefits and the applicable fees and charges.

Waiver and Reduction of Fees and Charges

We may waive or reduce any of the fees and charges under the policy, as well as the minimum amount of insurance coverage set forth in this prospectus. Any waiver or reduction will be based on expected economies that result in lower sales, administrative or mortality expenses.

Any variation in fees and charges will be based on differences in costs or services and our rules in effect at the time. We may change our rules from time to time, but we will not unfairly discriminate in any waiver or reduction.

Corporate Benefits

Fund Fees and Expenses

Each fund deducts management fees from the amounts allocated to the funds. In addition, each fund deducts other expenses which may include service fees which are used to compensate service providers, including the company and its affiliates, for administrative and policy owner services provided on behalf of the fund. Certain funds deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of fund shares. Furthermore, certain funds may deduct redemption fees as a result of withdrawals, transfers, or other fund transactions you initiate. If applicable, we may deduct the amount of any redemption fees imposed by an underlying fund. Fund redemption fees, if any, are separate and distinct from any transaction or periodic fees and charges deducted from your policy value. For a more complete description of the funds' fees and expenses, review each fund's prospectus.

The company, or its U.S. affiliates, receives from each of the funds or the funds' affiliates varying levels and types of revenue with respect to each of the funds available through the policy. In terms of the total dollar amounts received, the greatest amount of revenue comes from assets allocated to funds managed by ING Investments, LLC or other company affiliates, which funds are either not subadvised or are subadvised by another company affiliate. Assets allocated to funds managed by a company affiliate, Directed Services, Inc., for example, but which are subadvised by unaffiliated third parties generate the next greatest amount of revenue. Finally, assets allocated to unaffiliated funds generate the least amount of revenue.

Types of Revenue Received from Affiliated Funds

Affiliated funds are (a) funds managed by ING Investments, LLC or other company affiliates, which funds are either not subadvised or are subadvised by another company affiliate; and (b) funds managed by a company affiliate but which are subadvised by unaffiliated third parties.

Revenues received by the company from affiliated funds and/or their affiliates may include:

•	Service fees that are deducted from fund assets; and

•

Revenues which may be based either on an annual percentage of average net assets held in the fund by the company or a percentage of the management fees. These revenues may be received as cash payments or according to a variety of financial accounting techniques which are used to allocate revenue and profits across ING businesses. For funds subadvised by unaffiliated third parties, once the subadviser has been paid, the adviser may share a portion of the remaining management fee with the company. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the company.

Types of Revenue Received from Unaffiliated Funds

Revenue received from each of the unaffiliated funds or their affiliates is based on an annual percentage of the average net assets held in that fund by the company. Some unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

Revenues received by the company from unaffiliated funds and/or their affiliates may include:

•	For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and

•	Additional payments for administrative, recordkeeping or other services which we provide to the funds or their affiliates or as an incentive for us to make the funds available through the policy. These additional payments may be used by us to finance distribution of the policy.

Corporate Benefits

The three unaffiliated fund families which currently have funds offered through the policy, ranked according to total dollar amounts they paid to the company or its affiliates in 2005 are as follows:

•

Fidelity Variable Insurance Product Portfolios;

•

American Funds Insurance Series; and

•

Neuberger Berman AMT Portfolios.

If the revenues received from affiliated funds were included in this list, payments to the company or its affiliates by ING Investments, LLC and other company affiliates would be at the top of the list.

In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in company sales conferences or educational and training meetings. In relation to such participation, a fund's investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to company sales representatives and wholesalers rather than monetary benefits. These benefits and opportunities include, but are not limited to:

•

Co-branded marketing materials;

•

Targeted marketing sales opportunities;

•

Training opportunities at meetings;

•

Training modules for sales personnel; and

•

Opportunity to host due diligence meetings for representatives and wholesalers.

Management personnel of the company and of its affiliated broker-dealers may receive additional compensation if the overall amount of investments in funds advised by company affiliates meets certain target levels or increases over time. Compensation for certain management personnel, including sales management personnel, may be enhanced if the overall amount of investments in the policies and other products issued by the company or its affiliates increases over time. Certain sales management personnel may also receive compensation that is a specific percentage of the commissions paid to distributors or of purchase payments received under the policies.

Death Benefits

In the policy the amount of insurance coverage you select is referred to as the "Face Amount."

You decide the amount of life insurance protection you need, now and in the future. Generally, we require a minimum of $50,000 total insurance coverage to issue your policy. We may lower this minimum for certain group, sponsored or corporate purchasers. The amount of insurance coverage in effect on your policy date is your initial coverage segment.

It may be to your economic advantage to include part of your insurance coverage under the Adjustable Term Insurance Rider. See Important Information About the Adjustable Term Insurance Rider, page 19.

Corporate Benefits

Changes in the Amount of Your Insurance Coverage

Subject to certain limitations, generally you may change the amount of your insurance coverage after the first policy year (first monthly processing date for an increase). The change will be effective on the next monthly processing date after we approve your written request.

There may be underwriting or other requirements that must be met before we will approve a change. After we approve your request to change the amount of insurance coverage under the policy, we will 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.

Changes in the amount of your insurance coverage must be for at least $1,000.

A coverage segment or segment is a block of insurance coverage. A requested increase in base insurance coverage will cause a new coverage segment to be created. Once we create a new segment, it is permanent unless law requires differently.

Each new segment will have:

•	A new sales charge;

•	New cost of insurance charges, guaranteed and current;

•	A new deferred sales charge;

•	A new incontestability period;

•	A new suicide exclusion period; and

•	A new target premium.

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

In determining the net amount at risk for each coverage segment we allocate the net amount at risk among the base coverage segments in the same proportion that each segment bears to the total amount of base insurance coverage.

You may not decrease the amount of your insurance coverage below the minimum we require to issue you a policy. Decreases in insurance coverage may result in:

•	Reduced target premium amounts; and

•	Reduced cost of insurance charges.

Requested reductions in the amount of insurance coverage will first decrease your total insurance coverage amount. We decrease your base insurance coverage amount only after your Adjustable Term Insurance Rider coverage is reduced to zero. If you have more than one segment, we divide decreases in base coverage among your coverage segments pro rata unless law requires differently.

We reserve the right not to approve a requested change in your insurance coverage that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code. In addition, we may refuse to approve a requested change in your insurance coverage that would cause your policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code without your prior written acknowledgment accepting your policy as a modified endowment contract. Decreasing the amount of insurance coverage under your policy could cause your policy to be considered a modified endowment contract. If this happens, prior and subsequent distributions from the policy (including loans) may be subject to adverse tax treatment. You should consult a qualified tax adviser before changing your amount of insurance coverage. See Modified Endowment Contracts, page 47.

Corporate Benefits

Continuation of Coverage

The continuation of coverage feature automatically continues your insurance coverage in force beyond the policy anniversary nearest the insured person's 100^th birthday (the "continuation of coverage period"), unless prohibited by state law. If you do not surrender your policy before this date, on this date:

•

The amount of your total insurance coverage becomes your base insurance coverage amount;

•

Death benefit options 2 and 3 are converted to death benefit option 1, if applicable;

•

All riders are terminated;

•

Your net policy value is transferred into the fixed account and subsequent transfers into the subaccounts are not allowed; and

•

Dollar cost averaging and automatic rebalancing programs are terminated.

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; and

•

We deduct no further fees and charges except transaction fees and charges, if applicable.

Partial withdrawals and loans are allowed during the continuation of coverage period. If you have an outstanding loan, interest continues to accrue. If you fail to make sufficient loan or loan interest payments, it is possible that the outstanding loan amount plus accrued loan interest may become greater than your policy 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 policy value. All other normal consequences of surrender apply. See Surrender, page 43.

The continuation of coverage feature is not available in all states. If a state has approved this feature, it is automatic under your policy. In certain states the death benefit during the continuation of coverage period is the net policy 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 qualified tax adviser as to those consequences. See Continuation of a Policy, page 49.

Death Benefit Qualification Test

The death benefit proceeds are generally not subject to federal income tax if your policy continues to meet the federal income tax definition of life insurance. Your policy will meet this definition of life insurance provided that it meets the requirements of the cash value accumulation test.

Cash Value Accumulation Test. The cash value accumulation test requires a policy's surrender value not to exceed the net single premium necessary to fund the policy's future benefits. Under the cash value accumulation test, there is generally no limit to the amount that may be paid in premiums as long as there is enough death benefit in relation to policy 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 and gender at any point in time, multiplied by the policy value. A description of how the cash value accumulation test factors are determined can be found in Appendix A to this prospectus.

Corporate Benefits

Death Benefit Options

There are three death benefit options available under the policy. You choose the option you want when you apply for the policy. You may change that choice after your first monthly processing date and before age 100.

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

•	The amount of base insurance coverage in effect on the date of the insured person's death; or

•	Your policy value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

Under this option your base death benefit will remain level unless your policy value multiplied by the appropriate factor described in Appendix A exceeds the amount of base insurance coverage. In this case, your death benefit will vary as the policy value varies.

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

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

•	The amount of base insurance coverage in effect on the date of the insured person's death plus your policy value; or

•	Your policy value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

Under this option your base death benefit will vary as the policy value varies and investment performance is reflected in your insurance coverage.

Option 2 is not available after age 100. If option 2 is in effect at age 100, it automatically converts to death benefit option 1. See Continuation of Coverage, page 30.

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

•	The amount of base insurance coverage in effect on the date of the insured person's death plus premiums paid minus withdrawals taken; or

•	Your policy value on the date of the insured person's death multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

Under this option your base death benefit will vary as you pay premiums and take withdrawals or if your policy value multiplied by the appropriate factor described in Appendix A exceeds the amount of base insurance coverage plus premiums paid minus withdrawals taken.

Option 3 may be chosen only before your policy is issued. Option 3 is not available after age 100. If option 3 is in effect at age 100, it automatically converts to death benefit option 1. See Continuation of Coverage, page 30.

Which Death Benefit Option to Choose. If you are satisfied with the amount of your base insurance coverage and prefer to have premium payments and favorable investment performance reflected to the maximum extent in the policy value and lower cost of insurance charges, you should choose death benefit option 1. If you prefer to have premium payments and favorable investment performance reflected partly in the form of an increasing death benefit, you should choose death benefit option 2. If you require a specific death benefit which would include a return of the premium paid, death benefit option 3 may best meet your needs.

Corporate Benefits

Changing Death Benefit Options. On or after the first monthly processing date and before age 100 you may change death benefit options as described below. We may require evidence of insurability under our normal rules of underwriting for some death benefit option changes.

Changing your death benefit option may reduce or increase your base and total insurance coverage amounts but it will not change the amount of your base and total death benefits. We may not approve a death benefit option change if it reduces the amount of insurance coverage below the minimum we require to issue your policy. The following death benefit option changes are allowed, and on the effective date of the change the amount of your base insurance coverage will change as follows:

Change From:	Change To:	Base Insurance Coverage Following the Change:
Option 1	Option 2	• Your base insurance coverage before the change minus your policy value as of the effective date of the change.
Option 2	Option 1	• Your base insurance coverage before the change plus your policy value as of the effective date of the change.
Option 3	Option 1	• Your base insurance coverage before the change plus the sum of all premium payments we have received minus all partial withdrawals you have taken as of the effective date of the change.

Your death benefit option change is effective on your next monthly processing date after we approve it.

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.

If a death benefit option change causes the amount of insurance coverage to change, no new coverage segment(s) is (are) created. Instead, the size of each existing segment(s) is (are) changed. If you change death benefit options, there is no change to the amount of term insurance if you have the Adjustable Term Insurance Rider. See Adjustable Term Insurance Rider, page 33.

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

Death Benefit Proceeds

After the insured person's death, if your policy is in force we pay the death benefit proceeds to the beneficiaries. The beneficiaries are the people you name to receive the death benefit proceeds from your policy. The death benefit proceeds are equal to:

•

Your base death benefit; plus

•

The amount of any rider benefits; minus

•

Any outstanding loan amount plus accrued loan interest; minus

•

Any outstanding fees and charges incurred before the insured person's death.

The death benefit is calculated as of the date of the insured person's death and will vary depending on the death benefit option you have chosen.

Corporate Benefits

Additional Insurance Benefits

Your policy may include additional insurance benefits, attached by rider. There are two types of riders:

•	Those that provide optional benefits that you must select before they are effective; and

•	Those that automatically come with the policy.

The following information does not include all of the terms and conditions of each rider, and you should refer to the rider to fully understand its benefits and limitations. 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.

Optional Rider Benefits

The following rider has an additional cost, but you may cancel it at any time. Adding or canceling this rider may have tax consequences. See Modified Endowment Contracts, page 47.

Adjustable Term Insurance Rider. You may increase the amount of your total insurance coverage under the policy by adding coverage under the Adjustable Term Insurance Rider. This rider allows you to schedule the pattern of insurance coverage appropriate for your anticipated needs. As the name suggests, the Adjustable Term Insurance Rider adjusts over time to maintain your desired level of total coverage.

You specify your amount of total insurance coverage when you apply for this rider. The amount of total insurance coverage can be level for the life of your policy or can be scheduled to change at the beginning of a selected policy year(s).

Generally, the minimum amount of total insurance coverage under a policy is $50,000. The minimum amount of insurance coverage under the Adjustable Term Insurance Rider is $1,000.

In the policy "base insurance coverage" or "base coverage" is referred to as the "Stated Death Benefit"; the "total insurance coverage" or "total coverage" is referred to as the "Target Death Benefit."

The Adjustable Term Insurance Rider benefit is the difference between the amount of your total death benefit and your base death benefit, but not less than zero. The rider's benefit automatically adjusts daily as the amount of your base death benefit changes. Your death benefit proceeds depend on which death benefit option is in effect.

Under death benefit option 1, the total death benefit is the greater of:

•	The amount of total insurance coverage you have selected; or

•	Your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

Under death benefit option 2, the total death benefit is the greater of:

•	The amount of total insurance coverage you have selected plus your policy value; or

•	Your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

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

•	The amount of total insurance coverage you have selected plus the sum of the premium payments we have received minus partial withdrawals you have taken; or

•	Your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

Corporate Benefits

For example, under death benefit option 1, assume your base death benefit changes as a result of a change in your policy value. The Adjustable Term Insurance Rider adjusts to provide death benefit proceeds equal to your total insurance coverage in each year:

Base Death Benefit	Amount of Total Insurance Coverage	Adjustable Term Insurance Benefit
$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 benefit would be zero.

Even when the adjustable term insurance benefit 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 the amount of your total insurance coverage, the Adjustable Term Insurance Rider coverage reappears to maintain the amount of your total insurance coverage.

You may change the amount of your total insurance coverage, according to our rules. See Changes in the Amount of Your Insurance Coverage, page 29.

We may deny future, scheduled increases to the amount of your total insurance coverage if you cancel a scheduled change or if you ask for an unscheduled decrease in your total insurance coverage.

Partial withdrawals, changes from death benefit option 1 to option 2, and decreases in the amount of your base insurance coverage may reduce the amount of your total insurance coverage. See Partial Withdrawals, page 42; and Changes in the Amount of Your Insurance Coverage, page 29.

There is no defined premium for a given amount of adjustable term insurance benefit. Instead, we deduct a separate monthly cost of insurance charge from your policy value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider benefit multiplied by the amount of adjustable term insurance 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 risk class of the insured person, as well as the length of time since your policy date. See the Optional Rider Fees and Charges table on page 10 for the minimum rates, maximum rates and the rates for a representative insured person.

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 just base insurance coverage. There are no sales charges for this coverage.

If the total insurance coverage is increased by you after the Adjustable Term Insurance Rider is issued, we use the same cost of insurance rate schedule for the entire coverage for this rider. These rates are based on the original premium class even though satisfactory new evidence of insurability is required for the increased schedule. Although the maximum cost of insurance rates for this rider are greater than the maximum cost of insurance rates for the base insurance coverage, the current rates for this rider are generally lower than current cost of insurance rates for the base insurance coverage. See Cost of Insurance, page 25.

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

Corporate Benefits

Important Information About the Adjustable Term Insurance Rider. It may be to your economic advantage to include all or part of your insurance coverage under the Adjustable Term Insurance Rider. Working with your agent, consider the factors described in this section when deciding whether to include coverage under the Adjustable Term Insurance Rider and in what proportion to the total amount of coverage under your policy.

•	Cost of Insurance and Other Fees and Charges. The cost of insurance rates and other fees and charges affect the value of your policy. The lower the cost of insurance and other fees and charges, the greater the policy value. Accordingly, please be aware that:

•

The current cost of insurance rates for coverage under the Adjustable Term Insurance Rider are generally less than the current cost of insurance rates for coverage under the base policy;

•

The guaranteed maximum cost of insurance rates for coverage under the Adjustable Term Insurance Rider are generally more than the guaranteed maximum cost of insurance rates for coverage under the base policy; and

•

Some policy fees and charges that apply to coverage under the base policy may not apply to coverage under the Adjustable Term Insurance Rider.

•	Compensation. We generally pay more compensation on premiums paid for coverage under the base policy than we do on premiums paid for coverage under the Adjustable Term Insurance Rider. See Distribution of the Policies, page 57.

With these factors in mind, you should discuss with your agent how the use of the Adjustable Term Insurance Rider will affect the costs, benefits, features and performance of your policy. You should also review illustrations based on different combinations of base policy and Adjustable Term Insurance Rider coverage so that you can decide what combination best meets your needs. The foregoing discussion does not contain all of the terms and conditions or limitations of coverage under the policy or the Adjustable Term Insurance Rider, and you should read them carefully to fully understand their benefits and limitations.

Automatic Rider Benefit

The following rider benefit may come with your policy automatically. Exercising this benefit may have tax consequences. See Accelerated Death Benefit Rider, page 49.

Accelerated Death Benefit Rider. Under certain circumstances, the accelerated death benefit rider allows you to accelerate payment of the death benefit that we otherwise would pay upon the insured person's death. Generally, we will provide an accelerated benefit under this rider if the insured person has a terminal illness that will result in his or her death within 12 months, as certified by a physician. The accelerated benefit will be the lesser of 75% of the amount that would be payable at the death of the insured person or $1 million. The accelerated benefit will first be used to pay off any outstanding loans and interest due. The remainder of the accelerated benefit will be paid to you in a lump sum. There is no charge for this rider.

Consider the following factors when deciding whether to accelerate the death benefit under this rider:

•

Receipt of an accelerated payment under this rider reduces the policy's death benefit, surrender value and rider benefits 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 death benefit proceeds just prior to acceleration;

•	Accelerating the death benefit will not affect the amount of premium payable on the policy;

•	No loans are permitted after this rider is exercised; and

•	There may be tax consequences to requesting payment under this rider, and you should consult with a qualified tax adviser for further information.

Corporate Benefits

Certain limitations and restrictions are described in the rider. Additionally, the benefit may vary by state. You should consult your agent/registered representative as to whether and to what extent the rider is available in your particular state and on any particular policy.

In the policy the "policy value" is referred to as the "Account Value"; the "fixed account value" is referred to as the "Account Value of the Guaranteed Interest Division"; the "variable account value" is referred to as the "Account Value of the Investment Options of the Separate Account"; and the "loan account value" is referred to as the "Account Value of the Loan Division."

Policy Value

Your policy value equals the sum of your fixed account, variable account and loan account values. Your policy value reflects:

• The net premium applied to your policy;

• The fees and charges that we deduct;

• Any partial withdrawals you take;

• Interest earned on amounts allocated to the fixed account;

• The investment performance of the funds underlying the subaccounts of the variable account; and

• Interest earned on amounts held in the loan account.

Fixed Account Value

Variable Account Value

Your variable account value equals your policy value attributable to amounts invested in the subaccounts of the variable account.

Determining Values in the Subaccounts. The value of the amount invested in each subaccount is measured by accumulation units and accumulation unit values. The value of each subaccount is the accumulation unit value for that subaccount multiplied by the number of accumulation units you own in that subaccount. Each subaccount has a different accumulation unit value.

The accumulation unit value is the value determined on each valuation date. The accumulation unit value of each subaccount varies with the investment performance of its underlying fund. It reflects:

•

Investment income;

•

Realized and unrealized gains and losses;

•

Fund expenses (including fund redemption fees, if applicable); and

•

Taxes, if any.

A valuation date is a date on which a fund values its shares and the New York Stock Exchange is open for business, except for days on which valuations are suspended by the SEC. Each valuation date ends at 4:00 p.m. Eastern time. We reserve the right to revise the definition of valuation date as needed in accordance with applicable federal securities laws and regulations.

You purchase accumulation units when you allocate premium or make transfers to a subaccount, including transfers from the loan account.

We redeem accumulation units:

•

When amounts are transferred from a subaccount (including transfers to the loan account);

•

For the monthly deduction of the periodic fees and charges from your policy value;

•

For policy transaction fees;

•

When you take a partial withdrawal;

•

If you surrender your policy; and

•

To pay the death benefit proceeds.

Corporate Benefits

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 subaccount 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 deduct the periodic fees and charges each month from your policy value on the monthly processing date. If your monthly processing date is not a valuation date, the monthly deduction is processed on the next valuation date.

The value of amounts allocated to the subaccounts goes up or down depending on investment performance of the corresponding funds. There is no guaranteed minimum value of amounts invested in the subaccounts of the variable account.

How We Calculate Accumulation Unit Values. We determine the accumulation unit value for each subaccount on each valuation date.

We generally set the accumulation unit value for a subaccount at $10 when the subaccount 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 subaccount's accumulation experience factor for the valuation period.

Every valuation period begins at 4:00 p.m. Eastern time on a valuation date and ends at 4:00 p.m. Eastern time on the next valuation date. We reserve the right to revise the definition of valuation period as needed in accordance with applicable federal securities laws and regulations.

We calculate an accumulation experience factor for each subaccount every valuation date as follows:

•	We take the net asset value of the underlying fund shares as reported to us by the fund managers as of the close of business on that valuation date;

•	We add dividends or capital gain distributions declared and reinvested by the fund during the current valuation period;

•	We subtract a charge for taxes, if applicable; and

•	We divide the resulting amount by the net asset value of the shares of the underlying fund at the close of business on the previous valuation date.

Loan Account Value

When you take a loan from your policy we transfer an amount equal to your loan to the loan account as collateral for your loan. The loan account is part of our general account and we credit interest to the amount held in the loan account. Your loan account value is equal to your outstanding loan amount plus accrued interest in the loan account. See Loans, page 38.

In the policy the "loan account" is referred to as the "Loan Division."

Corporate Benefits

Special Features and Benefits

Loans

You may borrow money from us at any time after the first policy month, by using your policy as collateral for the loan. Unless state law requires otherwise, a new loan amount must be at least $100 and the maximum amount you may borrow is limited to the net policy value of your policy minus the monthly periodic fees and charges to your next policy anniversary or the monthly periodic fees and charges for the next thirteen months if you take a loan within thirty days before your next policy anniversary.

Your loan request must be directed to our Customer Service Center. When you request a loan you may specify the investment options from which the loan collateral will be taken. If you do not specify the investment options, the loan collateral will be taken proportionately from each active investment option you have, including the fixed account.

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

Loan Interest. We credit amounts held in the loan account with interest at an annual rate of 3.00%. Interest which we credit to the loan account becomes part of your loan account value until the next policy anniversary when it is transferred to the investment options according to your most recent allocation instructions.

We also charge interest on loans you take. The annual interest rate charged is 3.25%. Interest accrues daily but is due in arrears on each policy anniversary. If you do not pay the interest when it is due, we add it to your loan amount.

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

When you make a loan repayment, we transfer an amount equal to your payment from the loan account to the subaccounts and fixed account in the same proportion as your current premium allocation, unless you tell us otherwise.

Effects of a Loan. Using your policy as collateral for a loan will affect your policy in various ways. You should carefully consider the following before taking a loan:

•

If you do not make loan repayments your policy could lapse if your loan amount plus accrued interest is greater than your policy value;

•

Taking a loan reduces your opportunity to participate in the investment performance of the subaccounts and the interest guarantees of the fixed account;

•

Accruing loan interest will change your policy value as compared to what it would have been if you did not take a loan;

•

Even if you repay your loan, it will have a permanent effect on your policy value;

•

If you use the continuation of coverage feature and you have a loan, loan interest continues to accrue and could cause your policy to lapse;

•

If you do not repay your loan we will deduct any outstanding loan amount plus accrued loan interest from amounts payable under the policy; and

•

Loans may have tax consequences and if your policy lapses with a loan outstanding, you may have further tax consequences. See Distributions Other than Death Benefits, page 47.

Corporate Benefits

Transfers

You currently may make an unlimited number of transfers of your variable account value between the subaccounts and to the fixed account. Transfers are subject to any conditions that we or the funds whose shares are involved may impose, including:

•	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;

•	The minimum amount you may transfer is $100;

•	If the amount remaining in the investment option after a transfer will be less than $100, we will transfer the entire amount; and

•	We may limit the number of transfers or restrict or refuse transfers because of frequent or disruptive transfers, as described below.

Any conditions or limits we impose on transfers between the subaccounts or to the fixed account will generally apply equally to all policy owners. However, we may impose different conditions or limits on third parties acting on behalf of policy owners, such as market timing services.

Transfers from the fixed account to the subaccounts of the variable account may be made only during the first 30 days of each policy year and are limited to the greater of:

•	25% of your fixed account value at the time of the first such transfer in a policy year;

•	The sum of the amounts transferred and withdrawn from the fixed account during the prior policy year; or

•

$100.

We reserve the right to liberalize these restrictions on transfers from the fixed account, depending on market conditions. Any such liberalization will generally apply equally to all policy owners. However, we may impose different restrictions on third parties acting on behalf of policy owners, such as market timing services.

We process all transfers and determine all values in connection with transfers on the valuation date we receive your request, except as described below for the dollar cost averaging or automatic rebalancing programs.

Dollar Cost Averaging. Anytime you have at least $10,000 invested in a subaccount which invests in the ING Limited Maturity Bond Portfolio or the ING Liquid Assets Portfolio (the "source subaccount"), you may elect dollar cost averaging. There is no charge for this feature.

Dollar cost averaging is a long-term investment program through which you direct us to automatically transfer at regular intervals a specific dollar amount or percentage of subaccount value from the source subaccount to one or more of the other subaccounts. We do not permit transfers to the fixed account or the loan account under this program. You may request that the dollar cost averaging transfers occur on a monthly, quarterly, semi-annual or annual basis.

This systematic plan of transferring policy values is intended to help reduce the risk of investing too much when the price of a fund's shares is high. It also helps reduce the risk of investing too little when the price of a fund's shares is low. Because you transfer the same dollar amount to the subaccounts each period, you purchase more units when the unit value is low and you purchase fewer units when the unit value is high.

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

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

Corporate Benefits

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

You may discontinue your dollar cost averaging program at any time. We reserve the right to discontinue, modify or suspend this program, and dollar cost averaging will automatically terminate on:

•

The date you specify;

•

The date your balance in the source subaccount reaches a dollar amount you set;

•

The date your balance in the source subaccount is equal to or less than the amount to be transferred. In this situation we will transfer the entire balance of the source subaccount to the other subaccounts you have selected; or

•

Any date when dollar cost averaging transfers are scheduled and the policy is in the grace period.

Automatic Rebalancing. Automatic rebalancing is a program for simplifying the process of asset allocation and maintaining a consistent allocation of your variable and fixed account values among your chosen investment options. There is no charge for this feature.

If you elect automatic rebalancing, we periodically transfer amounts among the investment options to match the asset allocation percentages you have chosen. This action rebalances the amounts in the investment options that do not match your set allocation percentages. This mismatch can happen if an investment option outperforms another investment option over the time period between automatic rebalancing transfers.

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 subaccount for your dollar cost averaging program cannot be included in your automatic rebalancing program. You may not include the loan account.

Automatic rebalancing does not assure a profit nor does it protect you against a loss in a declining market.

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 fixed account, it is considered a transfer from that account. You must meet the requirements for the maximum transfer amount and time limitations on transfers from the fixed account.

You may discontinue your automatic rebalancing program at any time. We reserve the right to discontinue, modify or suspend this program, and automatic rebalancing will automatically terminate if the policy is in the grace period on any date when automatic rebalancing transfers are scheduled.

Limits on Frequent or Disruptive Transfers. The policy is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt management of a fund and raise its expenses through:

•

Increased trading and transaction costs;

•

Forced and unplanned portfolio turnover;

•

Lost opportunity costs; and

•

Large asset swings that decrease the fund's ability to provide maximum investment return to all policy owners.

Corporate Benefits

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies or make frequent transfers should not purchase the policy.

We have an excessive trading policy and monitor transfer activity. You will violate our excessive trading policy if your transfer activity:

•	Exceeds our current definition of excessive trading, as defined below;

•	Is identified as problematic by an underlying fund (even if the activity does not exceed our monitoring standard for excessive trading);

•	Is determined, in our sole discretion, to be disruptive due to the excessive dollar amounts involved; or

•	Is determined, in our sole discretion, to be not in the best interests of other policy owners.

If we determine that you have violated our excessive trading policy we will take the following actions. Upon the first violation, we will send to you a one time warning letter. After a second violation we will suspend your transfer privileges via facsimile, telephone, email and the internet, and your transfer privileges will be limited to submission by regular U.S. mail for a period of six months. Our suspension of your electronic transfer privileges will relate to all transfers, not just those fund(s) involved in the excessive transfer activity, and will extend to other company variable life insurance policies and variable annuity contracts that you own. It may be extended to other variable policies and contracts that are issued to you by our affiliates. At the end of the six month suspension period, your electronic transfer privileges will be reinstated. If, however, you violate our excessive trading policy again, after your electronic transfer privileges have been reinstated, we will suspend your electronic transfer privileges permanently. We will notify you in writing if we take any of these actions.

Additionally, if we determine that our excessive trading policy has been violated by a market-timing organization or an individual or other party that is authorized to give transfer instructions on your behalf, whether such violation relates to your policy or another owner’s variable policy or contract, we will also take the following actions, without prior notice:

•	Not accept transfer instructions from that organization, individual or other party; and

•	Not accept preauthorized transfer forms from market timing organizations, individuals or other parties acting on behalf of more than one policy owner at a time.

Our current definition of excessive trading is more than one purchase and sale of the same underlying fund within a 30-day period. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs (including reoccurring rebalancing transactions under corporate owned policies) and transfers involving certain de minimis amounts when determining whether transfer activity is excessive.

The company does not allow exceptions to our excessive trading policy. We reserve the right to modify our excessive trading policy, or the policy as it relates to a particular fund, at any time without prior notice, depending on, among other factors, the needs of the underlying fund(s), the best interests of policy owners and fund investors and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly to all policy owners or, as applicable, to all policy owners investing in the underlying fund.

Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity. If it is not completely successful, fund performance and management may be adversely affected, as noted above.

Limits Imposed by the Funds. Most underlying funds have their own excessive trading policies, and orders for the purchase of fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right to reject, without prior notice, any allocation or transfer to a subaccount if the corresponding fund will not accept the allocation or transfer for any reason.

Corporate Benefits

Conversion to a Guaranteed Policy. During the first two policy years you may permanently convert 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 permanently transfer the amounts you have invested in the subaccounts of the variable account to the fixed account and allocate all future net premium to the fixed account. After you exercise this right you may not allocate future premium payments or make transfers to the subaccounts of the variable account. We do not charge for this change. Contact our Customer Service Center or your agent/registered representative for information about the conversion rights available in your state.

Partial Withdrawals

Beginning in the second policy year (or the first policy year for "in corridor" policies) you may withdraw part of your policy's surrender value. Twelve partial withdrawals are currently allowed each policy year, and a partial withdrawal must be at least $100. The maximum partial withdrawal you may take is the amount which leaves $500 as your net policy value (or for in corridor policies during the first policy year, the amount that would cause your policy to no longer qualify as "in corridor"). If your withdrawal request is for more than the maximum, we will require you to surrender your policy or reduce the amount of the withdrawal.

A policy is "in corridor" if:

•

Under death benefit option 1, your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A is greater than the amount of your base insurance coverage;

•

Under death benefit option 2, your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A is greater than your base insurance coverage plus your policy value; or

•

Under death benefit option 3, your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A is greater than your base insurance coverage plus the sum of your premium payments minus partial withdrawals.

We charge a partial withdrawal fee of 2.00% of the amount withdrawn, up to $25 for each partial withdrawal. See Partial Withdrawal Fee, page 23.

Unless you specify a different allocation, we will take partial withdrawals from the fixed account and the subaccounts of the variable account in the same proportion that your value in each has to your net policy value immediately before the withdrawal. We will determine these proportions at the end of the valuation period during which we receive your partial withdrawal request. However, amounts withdrawn from the fixed account may not exceed the amount of the total withdrawal multiplied by the ratio of your policy value in the fixed account to your net policy value immediately before the partial withdrawal.

Unless you request otherwise, proceeds from a partial withdrawal generally will be paid into an interest bearing account which you can access, without penalty, through a checkbook feature. See Transaction Processing, page 54.

Effects of a Partial Withdrawal. We will reduce your policy value by the amount of the partial withdrawal plus the partial withdrawal fee.

Under death benefit option 1, a partial withdrawal will reduce the amount of your base insurance coverage by the amount of a partial withdrawal unless:

•

No more than fifteen years have passed since your policy date;

•

The insured person is younger than age 81; and

•

The amount of the partial withdrawal is less than the greater of 10% of your policy value or 5% of the amount of your base insurance coverage.

Corporate Benefits

Any amount withdrawn in excess of the greater of 10% of your policy value or 5% of the amount of your base insurance coverage will reduce the amount of your base insurance coverage by that excess amount.

Under death benefit option 2, a partial withdrawal will not reduce the amount of your base insurance coverage.

Under death benefit option 3, a partial withdrawal will reduce the amount of your base insurance coverage by the amount of a partial withdrawal in excess of the total premium we have received from you minus the sum of all your prior partial withdrawals.

Under death benefit option 3, if a partial withdrawal is more than the total premium we have received from you minus the sum of all your prior partial withdrawals, a two step process is used:

•	First, your withdrawal of the amount that makes the premium received minus all partial withdrawals equal to zero is taken, and

•	Second, the excess withdrawal amount that you requested will reduce the amount of base insurance coverage if:

•

The excess amount is greater than 10% of your policy value after step "1" above; or

•

The excess amount is greater than 5% of your base insurance coverage; and

•

More than fifteen years have passed since your policy date; and

•

The insured person is older than age 81.

If a partial withdrawal reduces the amount of base insurance coverage, the total amount of insurance coverage will also be reduced for the current year and all future years by an equal amount. Therefore, a partial withdrawal can affect the amount of pure insurance protection under the policy.

We will not allow a partial withdrawal if the amount of total insurance coverage after the withdrawal would be less than $50,000.

A reduction in the amount of base insurance coverage as a result of a partial withdrawal will be pro-rated among the existing coverage segments, unless state law requires otherwise.

A partial withdrawal may have adverse tax consequences depending on the circumstances. See Tax Status of the Policy, page 46.

Termination of Coverage

Your insurance coverage will continue under the policy until you surrender your policy or it lapses.

Surrender

You may surrender your policy for its surrender value at any time after the free look period while the insured person is alive. Your surrender value is your policy value minus any outstanding loan amount and accrued loan interest.

You may take your surrender value in other than one payment.

We compute your surrender value as of the valuation date we receive your written surrender request and policy at our Customer Service Center. All insurance coverage ends on the date we receive your surrender request and policy.

In the policy the "surrender value" is referred to as the "Net Cash Surrender Value."

Unless you request otherwise, we will deposit your surrender value into an interest bearing account which you can access, without penalty, through a checkbook feature. See Transaction Processing, page 54.

Corporate Benefits

Surrender Value Enhancement. If your policy was issued on or after June 1, 2001 and you surrender your policy during the first eight policy years, you may receive an enhancement to your surrender value. This enhancement is not guaranteed and is not available if your surrender is made as part of a Section 1035 exchange.

The enhancement to your surrender value is:

•

The total premium received that was not the result of a Section 1035 exchange; minus

•

The sum of all partial withdrawals; multiplied

•

By a factor based on the length of time elapsed since your policy date, taken from the table below:

	Policy Year	Enhancement Factor
	1	5.000%
	2	4.375%
	3	3.750%
	4	3.125%
	5	2.500%
	6	1.875%
	7	1.250%
	8	0.625%
	9+	0.000%

Surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits, page 47.

Lapse

Your policy will not lapse and your insurance coverage under the policy will continue if on any monthly processing date:

•

Your net policy value is enough to pay the periodic fees and charges when due; or

•

During the continuation of coverage period, your policy value exceeds your outstanding loan amount plus accrued loan interest.

Grace Period. If on a monthly processing date you do not meet any of these conditions, your policy will enter the 61-day grace period during which you must make a sufficient premium payment to avoid having your policy lapse and insurance coverage terminate.

We will notify you that your policy is in a grace period at least 30 days before it ends. We will send this notice to you (and a person to whom you have assigned your policy) at your last known address in our records. We will notify you of the premium payment necessary to prevent your policy from lapsing. This amount generally equals the past due charges, plus the estimated periodic fees and charges, and charges of any optional rider benefits for the next two months. If we receive payment of the required amount before the end of the grace period, we apply it to your policy in the same manner as your other premium payments, then we deduct the overdue amounts from your policy value.

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 variable and fixed account values, deduct amounts you owe us and inform you that your coverage has ended.

If the insured person dies during the grace period we pay death benefit proceeds to your beneficiaries with reductions for your outstanding loan amount, accrued loan interest and periodic fees and charges owed.

If your policy lapses, any distribution of policy value may be subject to current taxation. See Distributions Other than Death Benefits, page 47.

Corporate Benefits

Reinstatement

Reinstatement means putting a lapsed policy back in force. You may reinstate a lapsed policy and its riders by written request any time within five years after it has lapsed. A policy that was surrendered may not be reinstated.

To reinstate the policy and the Adjustable Term Insurance Rider, if attached to your policy, you must submit evidence of insurability satisfactory to us and pay a premium large enough to keep the policy and Adjustable Term Insurance Rider in force during the grace period and for at least two months after reinstatement. If you had a loan existing when coverage lapsed, we will reinstate it with accrued loan interest to the date of the lapse.

A policy that lapses during a seven pay testing period and is reinstated more than 90 days after lapsing may be classified as a modified endowment contract for tax purposes. In general, a seven pay testing period is the first seven policy years and the first seven years after certain changes to your policy. You should consult with a qualified tax adviser to determine whether reinstating a lapsed policy will cause it to be classified as a modified endowment contract. See Modified Endowment Contracts, page 47.

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 federal estate, gift and generation-skipping tax implications, state and local taxes or other tax situations. This discussion is not intended as tax advice. Counsel or other qualified 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 ("IRS").

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

Tax Status of the Company

We are taxed as a life insurance company under the Internal Revenue Code. The variable account is not a separate entity from us. Therefore, it is not taxed separately as a "regulated investment company," but is taxed as part of the company. We automatically apply investment income and capital gains attributable to the separate account to increase reserves under the policy. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed to us. In addition, any foreign tax credits attributable to the separate account will first be used to reduce any income taxes imposed on the variable 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 variable 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 our being taxed on income or gains attributable to the variable account, then we may impose a charge against the variable account (with respect to some or all of the policies) to set aside provisions to pay such taxes.

Corporate Benefits

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 Section 7702 of the Internal Revenue Code. Specifically, the policy must meet the requirements of the cash value accumulation test. See Death Benefit Qualification Test, page 30. If your variable life policy does not satisfy this test, it will not be treated as life insurance under Internal Revenue Code 7702. You would then be subject to federal income tax on your policy income as you earn it. 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. See Tax Treatment of Policy Death Benefits, page 47.

Diversification and Investor Control Requirements

In addition to meeting the Internal Revenue Code Section 7702 tests, Internal Revenue Code Section 817(h) requires investments within a separate account, such as our variable account, to be adequately diversified. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification, and the Internal Revenue Service has published various revenue rulings and private letter rulings addressing diversification issues. To be adequately diversified, each subaccount and its corresponding fund must meet certain tests. If these tests are not met your variable life policy will not be adequately diversified and not treated as life insurance under Internal Revenue Code Section 7702. You would then be subject to federal income tax on your policy income as you earn it. Each subaccount's corresponding fund has represented that it will meet the diversification standards that apply to your policy. Accordingly, we believe it is reasonable to conclude that the diversification requirements have been satisfied. If it is determined, however, that your variable life policy does not satisfy the applicable diversification regulations and rulings because a subaccount's corresponding fund fails to be adequately diversified for whatever reason, we will take appropriate and reasonable steps to bring your policy into compliance with such regulations and rulings and we reserve the right to modify your policy as necessary in order to do so.

In certain circumstances, owners of a variable life insurance policy have been considered, for federal income tax purposes, to be the owners of the assets of the separate account supporting their policies, due to their ability to exercise investment control over such assets. When this is the case, the policy owners have been currently taxed on income and gains attributable to the separate account 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 your policy values. These differences could result in the IRS treating you as the owner of a pro rata share of the variable account assets. We do not know what standards will be set forth in the future, if any, in Treasury regulations or rulings. We reserve the right to modify your policy, as necessary, to try to prevent you from being considered the owner of a pro rata share of the variable account assets, or to otherwise qualify your policy for favorable tax treatment.

Corporate Benefits

Tax Treatment of Policy Death Benefits

The death benefit, or an accelerated death benefit, under a policy is generally excludable from the gross income of the beneficiary(ies) under Section 101(a)(1) of the Internal Revenue 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 qualified tax adviser should be consulted about these consequences.

Distributions Other than Death Benefits

Generally, the policy owner will not be taxed on any of the policy 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."

Modified Endowment Contracts

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

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

Additionally, 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 includible in the policy owner's income when a taxable distribution occurs.

Corporate Benefits

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:

•

All distributions other than death benefits, including distributions upon surrender and withdrawals, from a modified endowment contract will be treated first as distributions of gain, if any, taxable as ordinary income. Amounts will be treated 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 value and the investment in the policy;

•

Loan amounts taken from or secured by a policy classified as a modified endowment contract, and also assignments or pledges of such a policy (or agreements to assign or pledge such a policy), are treated as distributions and taxed first as distributions of gain, if any, 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; and

•

A 10% additional income tax penalty may be imposed on the distribution amount subject to income tax. This tax penalty generally does not apply to distributions (a) made on or after the date on which the taxpayer attains age 59 ½ (b) which are attributable to the taxpayer 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 qualified tax adviser to determine whether or not you may be subject to this penalty tax.

Policies That Are Not Modified Endowment Contracts

Distributions other than death benefits from a policy that is not classified as a modified endowment contract are generally treated first as a recovery of the policy owner's investment in the policy. Only after the recovery of all investment in the policy is there taxable income. However, certain distributions made in connection with policy benefit reductions during the first 15 policy years may be treated in whole or in part as ordinary income subject to tax. Consult a qualified tax adviser to determine whether or not any distributions made in connection with a reduction in policy benefits will be subject to tax.

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.

Other Tax Matters

Policy Loans

In general, interest on a policy loan will not be deductible. A limited exception to this rule exists for certain interest paid in connection with certain "key person" insurance. You should consult a qualified tax adviser before taking out a loan to determine whether you qualify under this exception.

If a loan from a policy is outstanding when the policy is surrendered 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.

Corporate Benefits

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, or is an individual who has no business or financial connection with the insured. (See Accelerated Death Benefit Rider, page 35, for more information about this rider.) However, you should consult a qualified tax adviser about the consequences of adding this rider to a policy or requesting payment under this rider.

Continuation of a Policy

The tax consequences of continuing the policy after the insured person reaches age 100 are unclear. For example, in certain situations it is possible that after the insured person reaches age 100 the IRS could treat you as being in constructive receipt of the policy value if the policy value becomes equal to the death benefit. If this happens, an amount equal to the excess of the policy value over the investment in the policy would be includible in your income at that time. Because we believe the policy will continue to constitute life insurance at that time and the IRS has not issued any guidance on this issue, we do not intend to tax report any earnings due to the possibility of constructive receipt in this circumstance. You should consult a qualified tax adviser if you intend to keep the policy in force after the insured person reaches age 100.

Section 1035 Exchanges

Internal Revenue Code Section 1035 provides, in certain circumstances, that no gain or loss will be recognized on the exchange of one life insurance policy solely for another life insurance policy or an endowment or annuity contract. We accept 1035 exchanges with outstanding loans. Special rules and procedures apply to 1035 exchanges. These rules can be complex, and if you wish to take advantage of Section 1035, you should consult your qualified 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 a qualified 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.

Tax Law Changes

Although the likelihood of legislative action or tax reform is uncertain, there is always the possibility that the tax treatment of the policy could be changed by legislation or other means. It is also possible that any change may be retroactive (that is, effective before the date of the change). You should consult a qualified tax adviser with respect to legislative developments and their effect on the policy.

Policy Changes to Comply with the Law

So that your policy continues to qualify as life insurance under the Internal Revenue 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 make 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.

Corporate Benefits

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

Policy Availability and Qualified Plans

Policy owners may use the policy in various arrangements, including:

•

Certain qualified plans;

•

Non-qualified deferred compensation or salary continuance plans;

•

Split dollar insurance plans;

•

Executive bonus plans;

•

Retiree medical benefit plans; and

•

Other plans.

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

Life Insurance Owned by Businesses

In recent years, Congress has adopted new rules relating to life insurance owned by businesses. For example, in the case of a policy issued to a nonnatural taxpayer, or held for the benefit of such an entity, a portion of the taxpayer's otherwise deductible interest expenses may not be deductible as a result of ownership of a policy even if no loans are taken under the policy. (An exception to this rule is provided for certain life insurance contracts which cover the life of an individual who is a 20% owner, or an officer, director, or employee of a trade or business.) As another example, special rules apply if you are subject to the alternative minimum tax. Any business contemplating the purchase of a new policy or a change in an existing policy should consult a qualified tax adviser.

Income Tax Withholding

The IRS requires us to withhold income taxes from any portion of the amounts individuals receive in a taxable transaction. We generally 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 will have to pay income taxes and possibly penalties later.

Policy Transfers

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. 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.

Corporate Benefits

ADDITIONAL INFORMATION

General Policy Provisions

Your Policy

Some groups under this policy may choose to use a master policy with policy certificates, rather than a series of individual policies.

The policy is a contract between you and us and is the combination of:

•	Your policy (or certificate);

•	A copy of your original application and applications for benefit increases or decreases;

•	Your riders;

•	Your endorsements;

•	Your policy schedule pages; and

•	Your reinstatement applications.

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

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

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

Guaranteed Issue

We offer this policy only on a guaranteed issue basis 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; and

•	Risk class of the insured person.

Generally, most guaranteed issue policies have higher overall charges for insurance than similar underwritten policies issued in the standard rate classes. This means that an 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 must be no less than age 15 and can generally be no more than age 85.

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.

Corporate Benefits

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 benefit 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 receive the death benefit proceeds. Other surviving beneficiaries receive death benefit proceeds only if there are no surviving primary beneficiaries. If more than one beneficiary survives the insured person, they share the death benefit proceeds equally, unless you specify otherwise. If none of your policy beneficiaries has survived the insured person, we pay the death benefit proceeds to you or to your estate, as owner.

You may name new beneficiaries during the insured person's lifetime. We pay death benefit 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 Tax Matters, page 48.

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 Tax Matters, page 48.

Incontestability

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

Misstatements of Age or Gender

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

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

Corporate Benefits

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 benefit proceeds to:

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

•	Outstanding loan account value plus accrued loan interest; minus

•	Partial withdrawals taken.

We make a limited payment to the beneficiaries for a new coverage segment or other increase if the insured person commits suicide (while sane or insane), within two years of the effective date of a new coverage 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 periodic fees and charges which were deducted for the increase.

Anti-Money Laundering

In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act. Among other things, this program requires us, our agents and customers to comply with certain procedures and standards that serve to assure that our customers' identities are properly verified and that premiums are not derived from improper sources.

Under our anti-money laundering program, we may require policy owners, insured persons and/or beneficiaries to provide sufficient evidence of identification, and we reserve the right to verify any information provided to us by accessing information databases maintained internally or by outside firms.

We may also limit the types of premium payments (travelers cheques, for example) or the amount of certain types of premium payments (money orders totaling more than $5,000, for example) that we will accept.

We may also refuse to accept certain forms of premium payments or loan repayments (traveler's cheques, for example) or restrict the amount of certain forms of premium payments or loan repayments (money orders totaling more than $5,000, for example). In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in us returning the payment to you and your policy either entering the 61-day grace period or lapsing. See Lapse, page 44. See also Premium Payments Affect Your Coverage, page 21.

Applicable laws designed to prevent terrorist financing and money laundering might, in certain circumstances, require us to block certain transactions until authorization is received from the appropriate regulator. We may also be required to provide additional information about you and your policy to government regulators.

Our anti-money laundering program is subject to change without notice to take account of changes applicable in laws or regulations and our ongoing assessment of our exposure to illegal activity.

Corporate Benefits

Transaction Processing

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

•

Death benefit proceeds;

•

Surrender value;

•

Partial withdrawals; and

•

Loan proceeds.

We may delay processing these transactions if:

•

The New York Stock Exchange is closed for trading;

•

Trading on the New York Stock Exchange is restricted by the SEC;

•

There is an emergency so that it is not reasonably possible to sell securities in the subaccounts or to determine the value of a subaccount's assets; and

•

A governmental body with jurisdiction over the variable account allows suspension by its order.

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

We execute transfers among the subaccounts 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 benefit proceeds are not affected by subsequent changes in the value of the subaccounts.

We may delay payment from our fixed account 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.

Unless you request otherwise, we generally pay death benefit proceeds, surrender value and partial withdrawals into an interest bearing account which may be accessed by you or the beneficiary, as applicable, through a checkbook feature. This interest bearing account is backed by our general account, and the checkbook feature may be used to access the payment at any time without penalty.

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 changes to your policy 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.

Corporate Benefits

Telephone Privileges

Telephone privileges are automatically provided to you and your agent/registered representative, unless you decline it on the application or contact our Customer Service Center. Telephone privileges allow you or your agent/registered representative to call our Customer Service Center to:

•	Make transfers;

•	Change premium allocations;

•	Change your dollar cost averaging and automatic rebalancing programs;

•	Request partial withdrawals; and

•	Request a 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; and

•	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. See Limits on Frequent or Disruptive Transfers, page 40.

Telephone and facsimile privileges may not always be available. Telephone or fax systems, whether yours, your service provider's or your agent's, can experience outages or slowdowns for a variety of reasons. These outages or slowdowns may prevent or delay our receipt 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 by written request.

Non-participation

Your policy does not participate in the surplus earnings of Security Life of Denver Insurance Company.

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; and

•	Comparisons with other investment vehicles, including tax considerations.

We may use information regarding the past performance of the subaccounts and funds. Past performance is not indicative of future performance of the subaccounts or funds and is not reflective of the actual investment experience of policy owners.

We may feature certain subaccounts, the underlying funds 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.

Corporate Benefits

Settlement Options

You may elect to take the 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.

The investment performance of the subaccounts does not affect payments under these settlement options. Instead, interest accrues at a fixed rate based on the option you choose. The declared interest rate will never be less than 3.00%, and any declared interest rate will be in effect for at least 12 months. 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 at least $2,000.

The following settlement options are available:

•

Option 1 - The proceeds and interest are paid in equal installments for a specified period until the proceeds and interest are all paid;

•

Option 2 - The proceeds provide an annuity payment with a specified number of months. The payments are continued for the life of the primary payee. If the primary payee dies before the certain period is over, the remaining payments are paid to a contingent payee;

•

Option 3 - The proceeds are left with us to earn interest. Withdrawals and any changes are subject to our approval;

•

Option 4 - The proceeds and interest are paid in equal installments of a specified amount until the proceeds and interest are all paid; and

•

Option 5 - Other options we offer at the time we pay the benefit.

If none of these settlement options have been elected, your 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 is backed by our general account and can be accessed by the beneficiary through a checkbook feature. The beneficiary may access the death benefit proceeds at any time without penalty. Interest earned on this account may be less than interest paid under other settlement options.

Reports

Annual Statement. We will send you an annual statement once each policy year showing the amount of insurance coverage under your policy as well as your policy's death benefit, policy and surrender values, the amount of premiums you have paid, the amounts you have withdrawn, borrowed or transferred and the fees and charges we have imposed since the last statement.

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

We send confirmation notices to you throughout the year for certain policy transactions such as transfers between investment options, partial withdrawals and loans. You are responsible for reviewing the confirmation notices to verify that the transactions are being made as requested.

Corporate Benefits

Illustrations. To help you better understand how your policy values will vary over time under different sets of assumptions, we will provide you with a personalized illustration projecting future results based on the age and risk classification of the insured person and other factors such as the amount of insurance coverage, death benefit option, planned premiums and rates of return (within limits) you specify. We may assess a charge not to exceed $25 for each illustration you request after the first in a policy year. See Excess Illustration Fee, page 23. Subject to regulatory approval, personalized illustrations may be based upon a weighted average rather than an arithmetic average of fund expenses.

Other Reports. We will mail to you at your last known address of record at least annually a report containing such information as may be required by any applicable law. To reduce expenses, only one copy of most financial reports and prospectuses, including reports and prospectuses for the funds, will be mailed to your household, even if you or other persons in your household have more than one policy issued by us or an affiliate. Call our Customer Service Center toll-free at 1-877-253-5050 if you need additional copies of financial reports, prospectuses, historical account information or annual or semi-annual reports or if you would like to receive one copy for each policy in all future mailings.

Distribution of the Policies

The company's affiliate, ING America Equities, Inc., serves as the principal underwriter (distributor) for the policies. ING America Equities, Inc. was organized under the laws of the State of Colorado on September 27, 1993 and is registered as a broker/dealer with the SEC and the NASD. We pay ING America Equities, Inc. under a distribution agreement dated May 1, 2002. ING America Equities, Inc.'s principal office is located at 1290 Broadway, Denver, Colorado 80203-5699.

ING America Equities, Inc. offers the securities under the policies on a continuous basis. For the years ended December 31, 2005, 2004 and 2003, the aggregate amount of underwriting commissions paid to ING America Equities, Inc. was $27,968,918, $29,625,725, and, $26,860,876, respectively.

We sell our policies through licensed insurance agents who are registered representatives of affiliated and unaffiliated broker/dealers. All broker/dealers who sell the policy have entered into selling agreements with us and ING America Equities, Inc., the principal underwriter/distributor of the policies. Under these selling agreements, we pay the broker/dealers for selling the policy, and part of that payment goes to your agent/registered representative.

The amounts that we pay for the sale of the policy can generally be categorized as either commissions or other amounts. The commissions we pay can be further categorized as base commissions (which may include a portion for wholesaling commissions) and supplemental commissions.

Base commissions consist of a percentage of premium we receive for the policy up to the target premium amount and, as a trail commission, a percentage of your average net policy value. No commissions are paid on the percentage of premium we receive for the policy in excess of target premium. We pay up to 23% of target premium received and 0.10% of the average net policy value. These percentages reflect the amounts we will pay in the first policy year and the percentages may decrease thereafter.

A portion of the base commission may be used to pay wholesaling commissions, which are based on a percentage of the cumulative target premium we receive for the policy and certain other designated insurance products issued by the company and/or its affiliates during a calendar year.

Corporate Benefits

Supplemental commissions are paid based on a percentage of target premiums we receive for the policy and certain other designated insurance products sold during a calendar year. The percentages of supplemental commissions which we will pay may increase as the aggregate amount of premiums received for all products issued by the company and/or its affiliates during the calendar year increases. The maximum percentage of supplemental commissions that we may pay is 11%.

Generally, the commissions paid on premiums for base coverage under the policy are greater than those paid on premiums for coverage under the Adjustable Term Insurance Rider. Be aware of this and discuss with your agent/registered representative the right blend of base coverage and Adjustable Term Insurance Rider coverage for you.

In addition to these commissions, we may also pay other amounts to broker/dealers and/or their agents/registered representatives. These amounts may include:

•

Marketing/distribution allowances based on the percentages of premium received and the aggregate commissions paid on certain types of designated insurance products issued by the company and/or its affiliates during the year;

•

Loans. These loans may have advantageous terms such as reduction or elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which terms may be conditioned on fixed insurance product sales;

•

Advances of commissions in anticipation of future receipt of premiums (a form of lending to agents/registered representatives);

•

Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products. We also hold training programs from time to time at our own expense;

•

Sponsor payments or reimbursements for broker/dealers to use in sales contests for their agents/registered representatives. We do not hold contests based solely on sales of this product;

•

Certain overrides and other benefits which may include cash compensation based on the amount of earned commissions, agent/representative recruiting or other activities that promote the sale of policies; and

•

Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting events, client appreciation events, business and educational enhancement items, payment for travel expenses (including meals and lodging) to pre-approved training and education seminars, and payment for advertising and sales campaigns.

We pay commissions, other amounts and the costs of all other incentives or training programs from our resources which include the policy's fees and charges.

Corporate Benefits

The following list shows the top 25 selling firms that, during 2005, received the most, in the aggregate, from us in connection with the sale of all of our variable life insurance policies, ranked by total dollars received:

•	NFP Securities, Inc.

•	Waterstone Financial Group, Inc.

•	ING Financial Partners, Inc.

•	Capital Analysts, Incorporated

•	Multi-Financial Securities Corporation

•	M Holdings Securities, Inc.

•	Linsco/Private Ledger Corp.

•	Ogilvie Security Advisors Corp.

•	Securities America, Inc.

•	ValMark Securities, Inc.

•	AmSouth Investment Services, Inc.

•	American General Securities Incorporated

•	Jefferson Pilot Securities Corp

•	SII Investments, Inc.

•	InterSecurities, Inc.

•	UBS Financial Services Inc.

•	Securities Service Network

•	TBG Financial & Insurance Services Corp.

•	Prospera Financial Services, Inc.

•	National Planning Corporation

•	H. Beck, Inc.

•	The Leaders Group, Inc.

•	RA Bench Securities, Inc.

•	Presidio Financial Services, Inc.

•	Woodbury Financial Services, Inc.

Corporate Benefits

Legal Proceedings

We are not aware of any pending legal proceedings which involve the variable account as a party.

The company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the climate in insurance and business litigation/arbitrations, suits against the company sometimes include claims for substantial compensatory, consequential, or punitive damages and other types of relief. Moreover, certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance, and established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a materially adverse effect on the company's operations or financial position.

ING America Equities, Inc., the principal underwriter and distributor of the policy, is a party to threatened or pending lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class action status and sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. ING America Equities, Inc. is not involved in any legal proceeding which, in the opinion of management, is likely to have a material adverse effect on its ability to distribute the policy.

Financial Statements

Financial statements of the variable account and the company are contained in the Statement of Additional Information. To request a free Statement of Additional Information, please contact our Customer Service Center at the address or telephone number on the back of this prospectus.

Corporate Benefits

APPENDIX A

Definition of Life Insurance Factors

The cash value accumulation test factors vary depending on the age and gender of the insured person.

Generally, the cash value accumulation test requires that a policy's death benefit must be sufficient so that the policy value does not at any time exceed the net single premium required to fund the policy's future benefits. The net single premium for a policy is calculated using the greater of 4.00% or the rates of interest guaranteed in the Guaranteed Interest Division of the policy and the 1980 Commissioner's Standard Ordinary Mortality Table and will vary according to the age and gender of the insured person. The factors for the cash value accumulation test are then equal to 1 divided by the net single premium per dollar of paid up whole life insurance for the applicable age and gender.

A-1

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A-2

APPENDIX B

Funds Available Through the Variable Account

The following chart lists the funds that are currently available through the subaccounts of the variable account, along with each fund's investment adviser/subadviser and investment objective. More detailed information about the funds can be found in the current prospectus for each fund.

There is no assurance that the stated investment objectives of any of the funds will be achieved. Shares of the funds will rise and fall in value and you could lose money by allocating premium to the subaccounts which invest in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the 1940 Act.

Fund Name	Investment Adviser/ Subadviser	Investment Objective
American Growth Fund (Class 2)	Investment Adviser: Capital Research and Management Company	Seeks growth of capital.
American Growth-Income Fund (Class 2)	Investment Adviser: Capital Research and Management Company	Seeks capital growth and income over time.
American International Fund (Class 2)	Investment Adviser: Capital Research and Management Company	Seeks growth of capital over time.
Fidelity^® VIP Contrafund^® Portfolio (Service Class)	Investment Adviser: Fidelity Management & Research Company	Seeks long-term capital appreciation.
Fidelity^® VIP Equity-Income Portfolio (Service Class)	Investment Adviser: Fidelity Management & Research Company	Seeks reasonable income.
ING AllianceBernstein Mid Cap Growth Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Alliance Capital Management, L.P.	Seeks long-term growth of capital.
ING Evergreen Health Sciences Portfolio (Class I) *	Investment Adviser: Directed Services, Inc. Subadviser: Evergreen Investment Management Company, LLC	A non-diversified portfolio that seeks long-term capital growth.
ING Evergreen Omega Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Evergreen Investment Management Company, LLC	Seeks long-term capital growth.

B-1

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING FMR^SM Diversified Mid Cap Portfolio (Class I) *	Investment Adviser: Directed Services, Inc. Subadviser: Fidelity Management & Research Company	Seeks long-term growth of capital.
ING FMR^SM Earnings Growth Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Fidelity Management & Research Company	Seeks growth of capital over the long term.
ING Global Resources Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: ING Investment Management Co.	A non-diversified portfolio that seeks long-term capital appreciation.
ING JPMorgan Emerging Markets Equity Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: J.P. Morgan Investment Management, Inc.	Seeks capital appreciation.
ING JPMorgan Small Cap Equity Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: J.P. Morgan Investment Management, Inc.	Seeks capital growth over the long term.
ING JPMorgan Value Opportunities Portfolio (Class I) *	Investment Adviser: Directed Services, Inc. Subadviser: J. P. Morgan Investment Management, Inc.	Seeks to provide long-term capital appreciation.
ING Julius Baer Foreign Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Julius Baer Investment Management, LLC	Seeks long-term growth of capital.
ING Legg Mason Value Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Legg Mason Capital Management, Inc.	A non-diversified portfolio that seeks long-term growth of capital.
ING Lifestyle Aggressive Growth Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital.
ING Lifestyle Growth Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital and some current income.

B-2

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Lifestyle Moderate Growth Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital and a low to moderate level of current income.
ING Lifestyle Moderate Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital and current income.
ING Limited Maturity Bond Portfolio (Class S)	Investment Adviser: Directed Services, Inc. Subadviser: ING Investment Management Co.	Seeks highest current income consistent with low risk to principal and liquidity and secondarily, seeks to enhance its total return through capital appreciation when market factors, such as falling interest rates and rising bond prices, indicate that capital appreciation may be available without significant risk to principal.
ING Liquid Assets Portfolio (Class S)	Investment Adviser: Directed Services, Inc. Subadviser: ING Investment Management Co.	Seeks high level of current income consistent with the preservation of capital and liquidity. Inverts in a portfolio of high-quality, U.S. dollar denominated short-term debt securities that are determined by the subadviser to present minimal credit risks.
ING MarketPro Portfolio (Class I)	Investment Adviser: ING Investments, LLC.	Seeks capital appreciation and secondarily, income.
ING MarketStyle Growth Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital and some current income.
ING Market Style Moderate Growth Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital and low to moderate level of current income.
ING MarketStyle Moderate Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital and current income.
ING Marsico Growth Portfolio	Investment Adviser: Directed Services, Inc. Subadviser: Marsico Capital Management, LLC	Seeks capital appreciation.
ING Marsico International Opportunities Portfolio (Class I) *	Investment Adviser: Directed Services, Inc. Subadviser: Marsico Capital Management, LLC	Seeks long-term growth of capital.

B-3

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Mercury Large Cap Growth Portfolio (Class I) *	Investment Adviser: Directed Services, Inc. Subadviser: Mercury Advisors	Seeks long-term growth of capital.
ING MFS Total Return Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Secondarily seeks reasonable opportunity for growth of capital and income.
ING MFS Utilities Portfolio (Class S)	Investment Adviser: ING Investments, LLC Subadviser: Massachusetts Financial Services Company	A non-diversified portfolio that seeks capital growth and current income.
ING Oppenheimer Main Street Portfolio ^® (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: OppenheimerFunds, Inc.	Seeks long-term growth of capital and future income.
ING Pioneer Fund Portfolio (Class I) *	Investment Adviser: Directed Services, Inc. Subadviser: Pioneer Investment Management, Inc.	Seeks reasonable income and capital growth.
ING Pioneer Mid-Cap Value Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: Pioneer Investment Management, Inc.	Seeks capital appreciation.
ING Stock Index Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: ING Investment Management Co.	Seeks total return.
ING T. Rowe Price Capital Appreciation Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: 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.
ING T. Rowe Price Equity Income Portfolio (Class I)	Investment Adviser: Directed Services, Inc. Subadviser: T. Rowe Price Associates, Inc.	Seeks substantial dividend income as well as long-term growth of capital.
ING UBS U.S. Allocation Portfolio (Class S)	Investment Adviser: Directed Services, Inc. Subadviser: UBS Global Asset Management (Americas) Inc.	Seeks to maximize total return over the long term by allocating its assets among stocks, bonds, short-term instruments and other investments.

B-4

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Van Kampen Growth and Income Portfolio (Class S)	Investment Adviser: Directed Services, Inc. Subadviser: Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen)	Seeks long-term growth of capital and income.
ING VP Index Plus International Equity Portfolio (Class S)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Morgan Stanley Capital International Europe Australasia and Far East^® Index ("MSCI EAFE^® Index"), while maintaining a market level of risk.
ING Wells Fargo Small Cap Disciplined Portfolio (Class S)	Investment Adviser: Directed Services, Inc. Subadviser: Wells Capital Management Inc.	Seeks long-term capital appreciation.
ING Baron Small Cap Growth Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: BAMCO, Inc.	Seeks capital appreciation.
ING Columbia Small Cap Value II Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Columbia Management Advisors, LLC	Seeks long-term growth of capital.
ING JP Morgan Mid Cap Value Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: J.P. Morgan Investment Management Inc.	A non-diversified portfolio that seeks growth from capital appreciation.
ING Lord Abbett U.S. Government Securities Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Lord, Abbett & Co., LLC	Seeks high current income consistent with reasonable risk.
ING Neuberger Berman Partners Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Neuberger Berman Management, Inc.	Seeks capital growth.
ING Neuberger Berman Regency Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Neuberger Berman management, Inc.	Seeks capital growth.

B-5

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING Oppenheimer Global Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: OppenheimerFunds, Inc.	Seeks capital appreciation.
ING Oppenheimer Strategic Income Portfolio (Service Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: OppenheimerFunds, Inc.	Seeks a high level of current income principally derived from interest on debt securities.
ING PIMCO Total Return Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with capital preservation and prudent investment management.
ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: T. Rowe Price Associates, Inc.	Seeks long-term capital appreciation.
ING UBS U.S. Large Cap Equity Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: UBS Global Asset Management (Americas) Inc.	Seeks long-term growth of capital and future income.
ING Van Kampen Comstock Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen)	Seeks growth and income.
ING Van Kampen Equity and Income Portfolio (Initial Class)	Investment Adviser: ING Life Insurance and Annuity Company Subadviser: Morgan Stanley Investment Management, Inc. (d/b/a Van Kampen)	Seeks total return, consisting of long-term capital appreciation and current income.
ING VP Balanced Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize investment return, consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds and cash equivalents, based on the judgment of the portfolio's management, of which of those sectors or mix thereof offers the best investment prospects.

B-6

Fund Name	Investment Adviser/ Subadviser	Investment Objective
ING VP Intermediate Bond Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize total return consistent with reasonable risk, through investment in a diversified portfolio consistent primarily of debt securities.
ING VP Index Plus LargeCap Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	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.
ING VP Index Plus MidCap Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	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.
ING VP Index Plus SmallCap Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor's Small Cap 600 Index (S&P 600) while maintaining a market level of risk.
ING VP High Yield Bond Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide investors with a high level of current income and total return.
ING VP Real Estate Portfolio (Class S)	Investment Adviser: ING Investments, LLC Subadviser: Clarion Real Estate Securities, L.P.	A non-diversified portfolio that seeks total return.
ING VP SmallCap Opportunities Portfolio (Class I)	Investment Adviser: ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.
Neuberger Berman AMT Socially Responsive Portfolio^® (Class I)	Investment Adviser: ING Investments, LLC Subadviser: Neuberger Berman, LLC	Seeks long-term growth of capital by investing primarily in securities of companies that meet the fund's financial criteria and social policy.

Prior to April 28, 2006, the Service Class shares of this fund were available through your variable life insurance policy. Effective April 28, 2006, the Institutional Class of fund shares will replace the Service Class of fund shares. Institutional Class shares have 0.25% lower total fund expenses than the Service Class shares, and the effect of this transaction is to give policy owners an investment in the same fund managed by the same investment adviser at a lower cost.

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B-8

APPENDIX C

INFORMATION REGARDING SUBACCOUNT CLOSINGS

Effective April 28, 2006, we are closing to new investment the subaccounts which invest in the following funds:

•

Fidelity^® VIP Investment Grade Bond Portfolio (Initial Class)

•

ING Lord Abbett Affiliated Portfolio (Class I)

•

ING Mercury Large Cap Value Portfolio (Class I)

•

ING MFS Mid Cap Growth Portfolio (Class I)

•

ING Van Kampen Equity Growth Portfolio (Class I)

•

ING American Century Large Company Value Portfolio (Initial Class)

•

ING American Century Select Portfolio (Initial Class)

•

ING American Century Small-Mid Cap Value Portfolio (Initial Class)

•

ING Fundamental Research Portfolio (Initial Class)

•

ING Legg Mason Aggressive Growth Portfolio (Initial Class)

•

ING VP Strategic Allocation Conservative Portfolio (Class I)

•

ING VP Strategic Allocation Growth Portfolio (Class I)

•

ING VP Strategic Allocation Moderate Portfolio (Class 1)

•

ING VP MidCap Opportunities Portfolio (Class I)

•

ING VP Value Opportunity Portfolio (Class I)

•

Van Eck Worldwide Hard Assets Fund

Policy owners who have policy value allocated to one or more of the subaccounts which correspond to these funds may leave their policy value in those subaccounts, but future allocations and transfers into those subaccounts are prohibited. If your most recent premium allocation instructions includes a subaccount which corresponds to one of these funds, premium received after April 28, 2006, which would have been allocated to a subaccount corresponding to one of these funds will be allocated on a pro rata basis among all the other subaccounts in which your policy value is allocated. If there are no other such subaccounts, you must provide us with alternative allocation instructions or the premium payment will be returned to you. Your failure to provide us with alternative allocation instructions and our return of any premium payment may result in your policy entering the 61 day grace period and/or your policy lapsing without value. See Lapse, page 44.

C-1

MORE INFORMATION IS AVAILABLE

If you would like more information about us, the variable account or the policy, the following documents are available free upon request:

•

Statement of Additional Information ("SAI") - The SAI contains more specific information about the variable account and the policy, as well as the financial statements of the variable account and the company. The SAI is incorporated by reference into (made legally part of) this prospectus. The following is the Table of Contents for the SAI:

	Page
General Information and History	2
Performance Reporting and Advertising	2
Experts	3
Financial Statements	4
Financial Statements of Security Life Separate Account L1	1
Statutory-Basis Financial Statements of Security Life of Denver Insurance Company	C1

•

A personalized illustration of policy benefits - A personalized illustration can help you understand how the policy works, given the policy's fees and charges along with the investment options, features and benefits and optional benefits you select. A personalized illustration can also help you compare the policy's death benefits, policy value and surrender value with other life insurance policies based on the same or similar assumptions. We reserve the right to assess a fee of up to $25 for each personalized illustration you request after the first each policy year. See Excess Illustration Fee, page 23.

To request a free SAI or personalized illustration of policy benefits or to make other inquiries about the policy, please contact us at our:

Customer Service Center

P.O. Box 5065

Minot, ND 58702-5065

1-877-253-5050

Additional information about us, the variable account or the policy (including the SAI) can be reviewed and copied from the SEC's Internet website (http://www.sec.gov) or at the SEC's Public Reference Branch in Washington, DC. Copies of this additional information may also be obtained, upon payment of a duplicating fee, by writing the SEC's Public Reference Branch at 100 F Street, NE, Room 1580, Washington, DC 20549. More information about operation of the SEC's Public Reference Branch can be obtained by calling 202-551-5850. When looking for information regarding the policy offered through this prospectus, you may find it useful to use the number assigned to the registration statement under the 1933 Act. This number is 333-90577.

1940 Act File No. 811-08292

1933 Act file No. 333-90577

FINANCIAL STATEMENTS
Security Life of Denver Insurance Company
Separate Account L1
Year ended December 31, 2005
with Report of Independent Registered Public Accounting Firm

333-90577

April 2006

Part C

OTHER INFORMATION

Item 26		Exhibits

(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. (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 on April 27, 1998; File No. 33-74190.)
(b)	Not Applicable.
(c)	(1)	Security Life of Denver Distribution Agreement. (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 on April 27, 1998; File No. 33-74190.)
	(2)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to 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 on May 10, 1999; File No. 333-72753.)
	(3)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (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 on April 23, 1999; File No. 33-74190.)
	(4)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (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 on January 30, 2001; File No. 333-50278.)
	(5)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (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 on April 19, 2001; File No. 33-74190.)
	(6)	Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(7)	First Amendment to Security Life of Denver Insurance Company Distribution Agreement. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(8)	Specimen Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Compensation Schedule. (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 on March 2, 1998; File No. 33-74190.)
	(9)	Specimen Master Sales and Supervisory Agreement with Compensation Schedule. (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 on April 25, 2000; File No. 33-74190.)
(d)	(1)	Specimen Corporate Benefits Variable Universal Life Insurance Policy (Form No. 2505 (VUL)-3/00). (Incorporated herein by reference to Post-Effective Amendment No. 3 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 26, 2001; File No. 333-90577.)
	(2)	Adjustable Term Insurance Rider (Form No. R2006-3/00). (Incorporated herein by reference to the Initial Registration to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on November 8, 1999; File No. 333-90577.)
	(3)	Accelerated Death Benefit Rider. (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 on January 30, 2001; File No. 333-50278.)

333-90577

	(4)	Certificate of Insurance. (Incorporated herein by reference to the Initial Registration to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on November 8, 1999; File No. 333-90577.)
(e)	(1)	Specimen Variable Life Insurance Application (Form Nos. Q-2009-11/97 and Q-1112B-6/98). (Incorporated herein by reference to 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 on March 2, 2000; File No. 333-90577.)
	(2)	Investment Feature Selection Form (Form No. V-120-00 rev. 5/1/03). (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 15, 2003; File No. 333-90577.)
	(3)	Investment Feature Selection Form (Form No. V-176-01 rev. 5/1/03). (Incorporated herein by reference to Post-Effective Amendment No. 7 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 15, 2003; File No. 333-90577.)
	(4)	Specimen Application for Life Insurance Fixed and Variable Products (Form No. 110945). (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
(f)	(1)	Security Life of Denver's Restated Articles of Incorporation. (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 on April 27, 1998; File No. 33-74190.)
	(2)	Amendments to Articles of Incorporation through June 12, 1987. (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 on April 27, 1998; File No. 33-74190.)
	(3)	Amendments to Articles of Incorporation through November 12, 2001. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(4)	Security Life of Denver's By-Laws. (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 on April 27, 1998; File No. 33-74190.)
	(5)	Bylaws of Security Life of Denver Insurance Company (Restated with Amendments through September 30, 1997). (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 on October 29, 1997; File No. 33-74190.)
(g)	Not Applicable.
(h)	(1)	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. (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 on March 2, 1998; File No. 33-74190.)
	(2)	Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(3)	Sales Agreement by and among Neuberger & Berman Advisers Management Trust, Neuberger & Berman Management Incorporated, and Security Life of Denver Insurance Company.(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 on April 27, 1998; File No. 33-74190.)
	(4)	Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)

333-90577

	(5)	Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(6)	Participation Agreement among INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc., and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(7)	Participation Agreement between Van Eck Investment Trust and the Trust's investment adviser, Van Eck Associates Corporation, and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(8)	Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(9)	Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (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 on April 19, 2001; File No. 33-74190.)
	(10)	Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Investments, LLC. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(11)	Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, Inc. (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 on April 19, 2001; File No. 333-50278.)
	(12)	Participation Agreement among Security Life of Denver Insurance Company, ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(13)	Participation Agreement among Security Life of Denver Insurance Company, ING Variable Portfolios, Inc. and ING Funds Distributor, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(14)	Participation Agreement among Security Life of Denver Insurance Company, Pioneer Variable Contracts Trust, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(15)	Participation Agreement among Security Life of Denver Insurance Company, ING VP Bond Portfolio and ING Funds Distributor, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(16)	First Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Investment Trust and Van Eck Associates Corporation. (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 on March 2, 1998; File No. 33-74190.)

333-90577

	(17)	Second Amendment to Fund Participation Agreement between Security Life of Denver, Van Eck Worldwide Insurance Trust and Van Eck Associates Corporation. (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 on March 2, 1998; File No. 33-74190.)
	(18)	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. (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 on March 2, 1998; File No. 33-74190.)
	(19)	First Amendment to Participation Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(20)	First Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(21)	Second Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(22)	First Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(23)	Second Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(24)	First Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (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 on April 27, 1998; File No. 33-74190.)
	(25)	Third Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 29, 1999; File No. 33-74190.)
	(26)	Third Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 29, 1999; File No. 33-74190.)
	(27)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.(Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)

333-90577

	(28)	Fourth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(29)	Amendment No. 2 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(30)	Fourth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Investment Funds, Inc. and INVESCO Funds Group, Inc. (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 on April 27, 1998; File No. 33-74190.)
	(31)	Amendment No. 3 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (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 on April 27, 1998; File No. 33-74190.)
	(32)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(33)	Fifth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(34)	Amendment No. 4 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (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 on February 29, 2000; File No. 333-72753.)
	(35)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(36)	Sixth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(37)	Fifth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (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 on February 29, 2000; File No. 333-72753.)
	(38)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 25, 2000; File No. 33-74190.)

333-90577

	(39)	Seventh Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on October 13, 2000; File No. 33-74190.)
	(40)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on October 13, 2000; File No. 33-74190.)
	(41)	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. (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 on October 13, 2000; File No. 33-74190.)
	(42)	Fund Participation Agreement between Janus Aspen Series and Security Life of Denver Insurance Company. (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 on October 13, 2000; File No. 33-74190.)
	(43)	Amendment to Janus Aspen Series Fund Participation Agreement. (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 on January 30, 2001; File No. 333-50278.)
	(44)	Amendment No. 5 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (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 on January 30, 2001; File No. 333-50278.)
	(45)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc. (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 on January 30, 2001; File No. 333-50278.)
	(46)	Sixth Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(47)	Eighth Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 19, 2001; File No. 33-74190.)
	(48)	Ninth Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on April 19, 2001; File No. 33-74190.)
	(49)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (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 on April 19, 2001; File No. 33-74190.)
	(50)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on November 15, 2001; File No. 333-73464.)

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	(51)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company.(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 on November 15, 2001; File No. 333-73464.)
	(52)	Form of Amendment to Participation Agreement among Security Life of Denver Insurance Company, The GCG Trust and Directed Services, Inc. (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 on April 19, 2001; File No. 33-74190.)
	(53)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (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 on April 19, 2001; File No. 33-74190.)
	(54)	Second Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(55)	Third Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(56)	Amendment No. 1 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(57)	Amendment to Sales Agreement by and among The Alger American Fund, Fred Alger Management, Inc., Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(58)	Addendum to Alger Sales Agreement. (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 on April 27, 1998; File No. 33-74190.)
	(59)	Amendment No. 6 to Participation Agreement among AIM Variable Insurance Funds, Inc., Security Life of Denver Insurance Company and ING America Equities, Inc. (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 on December 19, 2001; File No. 333-73464.)
	(60)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on December 19, 2001; File No. 333-73464.)
	(61)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (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 on December 19, 2001; File No. 333-73464.)
	(62)	Seventh Amendment to Participation Agreement among Security Life of Denver Insurance Company, INVESCO Variable Investment Funds, Inc. and INVESCO Funds Group, Inc. (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 on December 19, 2001; File No. 333-73464.)

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	(63)	Amendment to Janus Aspen Series Fund Participation Agreement. (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 on December 19, 2001; File No. 333-73464.)
	(64)	Amendment to Participation Agreement among Security Life of Denver Insurance Company, Pilgrim Variable Products Trust and ING Pilgrim Securities, Inc. (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 on December 19, 2001; File No. 333-73464.)
	(65)	Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(66)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(67)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(68)	Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(69)	Amendment to Participation Agreement among ING Variable Products Trust, ING Funds Distributor, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(70)	Amendment to Participation Agreement among Security Life of Denver Insurance Company and Southland Life Insurance Company, Putnam Variable Trust and Putnam Retail Management, L.P. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(71)	Service Agreement between Fred Alger Management, Inc. and Security Life of Denver Insurance Company. (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 on April 27, 1998; File No. 33-74190.)
	(72)	Expense Allocation Agreement between A I M Advisors, Inc., AIM Distributors, Inc. and Security Life of Denver. (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 on April 29, 1999; File No. 33-74190.)
	(73)	Amendment No. 1 to Expense Allocation Agreement between AIM Advisors, Inc., A I M Distributors, Inc. and Security Life of Denver. (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 on December 19, 2001; File No. 333-73464.)
	(74)	Service Agreement between INVESCO Funds Group, Inc. and Security Life of Denver Insurance Company. (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 on April 29, 1999; File No. 33-74190.)
	(75)	First Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)

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	(76)	Amendment to Service Agreement between Security Life of Denver Insurance Company and INVESCO Funds Group, Inc. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(77)	Service Agreement between Neuberger & Berman Management Incorporated and Security Life of Denver Insurance Company. (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 on April 29, 1999; File No. 33-74190.)
	(78)	Service Agreement between Fidelity Investments Institutional Operations Company, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(79)	Side Letter between Van Eck Worldwide Insurance Trust and Security Life of Denver. (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 on April 29, 1999; File No. 33-74190.)
	(80)	Distribution and Shareholder Services Agreement between Janus Distributors, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 15 to the Form S-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 9, 2002; File No. 33-74190.)
	(81)	Administrative and Shareholder Service Agreement between Directed Services, Inc. and Security Life of Denver Insurance Company. (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 on April 19, 2001; File No. 33-74190.)
	(82)	Administrative and Shareholder Service Agreement between ING Pilgrim Group, LLC and Security Life of Denver Insurance Company. (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 on December 19, 2001; File No. 333-73464.)
	(83)	Amendment to Administrative and Shareholder Services Agreement between Security Life of Denver Insurance Company and ING Funds Services, LLC. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(84)	Letter of Agreement between Security Life of Denver and Janus Capital Corporation. (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 on December 19, 2001; File No. 333-73464.)
	(85)	Service Agreement with Investment Advisor between ING Life Insurance and Annuity Company and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 3 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 7, 2003; File No. 333-50278.)
	(86)	Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation. (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 on April 27, 1998; File No. 33-74190.)
	(87)	Amendment to Administrative Services Agreement between Security Life of Denver and Financial Administrative Services Corporation. (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 on April 27, 1998; File No. 33-74190.)
	(88)	Amendment to Participation Agreement among M Fund, Inc., M Financial Advisers, Inc. and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 14, 2003; File No. 333-50278.)

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		(89)		Amendment to Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 9 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 27, 2004; File No. 333-50278.)
		(90)		Amendment to Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors Corporation and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 9 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on February 27, 2004; File No. 333-50278.)
		(91)		Participation Agreement among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, American Funds Insurance Series and Capital Research and Management Company. (Incorporated by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, File No. 333-105319, as filed on July 17, 2003.)
		(92)		Amendment to Participation Agreement among ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 5 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 14, 2003; File No. 333-50278.)
		(93)		Business Agreement among Golden American Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance Company, Southland Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, ING America Equities, Inc., Directed Services, Inc., American Funds Distributors, Inc. and Capital Research and Management Company. (Incorporated by reference to the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-6, File No. 333-105319, as filed on July 17, 2003.)
	(94)		Amendment to Participation Agreement among ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 16 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 12, 2006; File No. 333-50278.)
	(95)		Amendment to Participation Agreement among ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 16 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 12, 2006; File No. 333-50278.)
	(96)		Amendment to Participation Agreement among ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 16 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 12, 2006; File No. 333-50278.)
	(97)		Form of Amendment to Participation Agreement among ING Partners, Inc., ING Life Insurance and Annuity Company, and ING Financial Advisers, LLC and Security Life of Denver Insurance Company. (Incorporated herein by reference to the Post-Effective Amendment No. 16 to the Form N-6 Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate Account L1, filed on April 12, 2006; File No. 333-50278.)

(i)		Not Applicable.

(j)		Not Applicable.

(k)		Opinion and Consent of Counsel.

(l)		Not Applicable.

(m)		Not Applicable.

333-90577


(n)	Consent of Independent Registered Public Accounting Firm.

(o)	All financial statements are included in the Statement of Additional Information, as indicated therein.

(p)	Not Applicable.

(q)	Not Applicable.

(r)	Powers of Attorney. (Incorporated by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 for ING Life Insurance and Annuity Company (File No. 333-130833), as filed with the Securities and Exchange Commission on April 10, 2006.)

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Item 27	Directors and Officers of the Depositor
Name and Principal Business Address		Positions and Offices with Depositor
Donald W. Britton, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		President
Thomas J. McInerney, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director and Chairman
David A. Wheat, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director, Executive Vice President and Chief Financial Officer
Kathleen A. Murphy, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director
Catherine H. Smith, 151 Farmington Avenue, Hartford, CT 06156		Director
Jacques de Vaucleroy, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Director and Senior Vice President
Boyd G. Combs, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Senior Vice President, Tax
James R. Gelder, 20 Washington Avenue South, Minneapolis, MN 55401		Senior Vice President
David S. Pendergrass, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Senior Vice President and Treasurer
Steven T. Pierson, 5780 Powers Ferry Road, NW, Atlanta, GA 30327		Senior Vice President and Chief Accounting Officer
Stephen J. Preston, 1475 Dunwoody Drive, West Chester, PA 19380		Senior Vice President
Harry N. Stout, 1475 Dunwoody Drive, West Chester, PA 19380		Senior Vice President
Carol S. Stern, 601 13^th Street NW, Suite 550 N, Washington DC 20005.		Vice President and Chief Compliance Officer
Kimberly M. Curley, 1290 Broadway, Denver, CO 80203		Vice President and Illustration Actuary
Beth G. Shanker, 1290 Broadway, Denver, CO 80203		Vice President, Compliance
Pamela S. Anson, 2001 21^st Avenue NW, Minot, ND 58703		Vice President
Chad M. Eslinger, 2001 21^st Avenue NW, Minot, ND 58703		Vice President
Deborah C. Hancock, 1290 Broadway, Denver, CO 80203		Vice President
Joy M. Benner, 20 Washington Avenue South, Minneapolis, MN 55401		Secretary

Item 28	Persons Controlled by or Under Common Control with the Depositor or the Registrant

Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 16 to Registration Statement on Form N-6 for Security Life Separate Account L1 of Security Life of Denver Insurance Company (File No. 333-50278), as filed on April 12, 2006.

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Item 29

Indemnification

Under its Bylaws, Sections 1 through 8, Security Life of Denver Insurance Company ("Security Life") indemnifies, to the full extent permitted by the laws of the State of Colorado, 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 or she is or was a director, member of a committee appointed by the Board of Directors, officer, salaried employee, or fiduciary of Security Life or is or was serving at the request of Security Life (whether or not as a representative of Security Life) as a director, officer, employee, 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 or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to in the best interest of the corporation, or at least not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Security Life pursuant to such provisions of the bylaws or statutes or otherwise, Security Life has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Security Life of expenses incurred or paid by a director or officer or controlling person of Security Life in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of Security Life in connection with the securities being registered, Security Life 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 of whether or not such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the corporation. Consistent with the laws of the State of Colorado, ING Groep N.V. maintains an umbrella insurance policy issued by an international insurer. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has an ownership control of over 50%. This would encompass Security Life, as depositor, as well as ING America Equities, Inc., as the principal underwriter. The policy provides for the following types of coverage: errors and omissions, directors and officers, employment practices, fiduciary and fidelity.

Additionally, Section 13 of the Security Life Distribution Agreement with ING America Equities, Inc. (INGAE) generally provides that each party will indemnify and hold harmless the officers, directors and employees of the other party (and the variable account with respect to indemnity by INGAE) against any expenses (including legal expenses), losses, claims, damages, or liabilities arising out of or based on certain claims or circumstances in connection with the offer or sale of the policies. Under this agreement neither party is entitled to indemnity if the expenses (including legal expenses), losses, claims, damages, or liabilities resulted from their own willful misfeasance, bad faith, negligence, misconduct or wrongful act.

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Item 30			Principal Underwriters
(a)		Other Activity. ING America Equities, Inc., the principal underwriter for the policies, is also the principal underwriter for policies issued by ReliaStar Life Insurance Company of New York and ReliaStar Life Insurance Company.
(b)		Management of ING America Equities, Inc.
Name and Principal Business Address						Positions and Offices with Underwriter
Nathan E. Eshelman, 1290 Broadway, Denver, CO 80203						Director, President and Chief Executive Officer
Pamela S. Anson, 2001 21^st Avenue NW, Minot, ND 58703						Director and Vice President
Daniel P. Mulheran, Sr., 20 Washington Avenue South, Minneapolis, MN 55401						Director
Anita F. Woods, 5780 Powers Ferry Road, NW, Atlanta, GA 30327						Chief Financial Officer
Beth G. Shanker, 1290 Broadway, Denver, CO 80203						Chief Compliance Officer
Dawn M. Peck, 5780 Powers Ferry Road, NW, Atlanta, GA 30327						Vice President, Assistant Treasurer and Assistant Secretary
David S. Pendergrass, 5780 Powers Ferry Road, NW, Atlanta, GA 30327						Vice President and Treasurer
Laurie J. Rasanen, 2001 21^st Avenue NW, Minot, ND 58703						Vice President
Deborah C. Hancock, 1290 Broadway, Denver, CO 80203						Assistant Vice President
Joy M. Benner, 20 Washington Avenue South, Minneapolis, MN 55401						Secretary
Diana R. Cavender, 20 Washington Avenue South, Minneapolis, MN 55401						Assistant Secretary
Randall K. Price, 20 Washington Avenue South, Minneapolis, MN 55401						Assistant Secretary
Melissa L. Skinner, 20 Washington Avenue South, Minneapolis, MN 55401						Assistant Secretary
Edwina P. J. Steffer, 20 Washington Avenue South, Minneapolis, MN 55401						Assistant Secretary

(c)		Compensation From the Registrant.
(1)				(2)	(3)		(4)	(5)
Name of Principal Underwriter				2005 Net Underwriting Discounts and Commissions	Compensation on Events Occasioning the Deduction of a Deferred Sales Load		Brokerage Commissions	Other Compensation*
ING America Equities, Inc.				$0	$0		$25,476,156	$2,492,762
*	Compensation shown in column 5 includes: marketing allowances.
Item 31			Location of Accounts and Records

Accounts and records are maintained by Security Life of Denver Insurance Company at 1290 Broadway, Denver, CO 80203-5699 and by ING Americas Finance Shared Services, an affiliate, at 5780 Powers Ferry Road, NW, Atlanta, GA 30327.

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Item 32

Management Services

None.

Item 33

Fee Representations

Security Life of Denver Insurance Company represents that the fees and charges deducted under the variable life insurance policy described in this registration statement, in the aggregate, are reasonable in relation to the services rendered, expenses expected to be incurred, and the risks assumed by Security Life of Denver Insurance Company under the policies. Security Life of Denver Insurance Company bases this representation on its assessment of such factors as the nature and extent of such services, expenses and risks, the need for the Security Life of Denver Insurance Company to earn a profit and the range of such fees and charges within the insurance industry.

333-90577

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Security Life Separate Account L1, certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 12 to this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Denver, and State of Colorado on the 12^th day of April, 2006.

	SECURITY LIFE SEPARATE ACCOUNT L1
		(Registrant)


	By: SECURITY LIFE OF DENVER INSURANCE COMPANY
		(Depositor)

		By:	/s/ Donald W. Britton*
			Donald W. Britton
			President
			(principal executive officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date

/s/ Donald W. Britton*		President
Donald W. Britton		(principal executive officer)

/s/ Thomas J. McInerney*		Director and Chairman
Thomas J. McInerney

/s/ Kathleen A. Murphy*		Director
Kathleen A. Murphy
			April 12, 2006
/s/ Catherine H. Smith*		Director
Catherine H. Smith

/s/ Jacques de Vaucleroy *		Director
Jacques de Vaucleroy

/s/ David A. Wheat*		Director, Executive Vice President and Chief Financial Officer
David A. Wheat		(principal accounting officer)

/s/ Steven Pierson*		Senior Vice President and Chief Accounting Officer
Steven Pierson		(principal accounting officer)


By:	/s/ J. Neil McMurdie
	J. Neil McMurdie
	* Attorney-in-Fact

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SECURITY LIFE SEPARATE ACCOUNT L1
EXHIBIT INDEX

Exhibit No.	Exhibit

26(k)	Opinion and Consent of Counsel

26(n)	Consent of Independent Registered Public Accounting Firm

333-90577

As filed with the Securities and Exchange				Registration No. 333-90577
Commission on April 12, 2006

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933					x
	Pre-Effective Amendment No. __				[ ]
	Post-Effective Amendment No. 12				x

AMENDMENT TO REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940					x

(Check appropriate box or boxes.)

Security Life Separate Account L1
(Exact Name of Registrant)

Security Life of Denver Insurance Company
(Name of Depositor)

1290 Broadway
Denver, Colorado 80203-5699
(Address of Depositor's Principal Executive Offices)

(800) 525-9852
Depositor's Telephone Number, including Area Code

J. Neil McMurdie, Counsel
ING Americas (U.S. Legal Services)
151 Farmington Avenue, TS31, Hartford Connecticut 06156
(Name and Address of Agent for Service)

Jeffery R. Berry, Chief Counsel
ING Americas (U.S. Legal Services)
151 Farmington Avenue, TS31, Hartford Connecticut 06156

Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective (check appropriate box)

		o	immediately upon filing pursuant to paragraph (b) of Rule 485
		x	on April 28, pursuant to paragraph (b) of Rule 485
		o	60 days after filing pursuant to paragraph (a)(1) of Rule 485
		o	on May 1, pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:
		o	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Fund Name	Investment Adviser/Subadviser	Investment Objective
M Fund Brandes International Equity Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Brandes Investment Partners, LLC	Seeks to provide long-term capital appreciation.
M Fund Business Opportunity Value Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Iridian Asset Management LLC	Seeks to provide long-term capital appreciation.
M Fund Frontier Capital Appreciation Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Frontier Capital Management Company, LLC	Seeks to provide maximum capital appreciation.
M Fund Turner Core Growth Fund	Investment Adviser: M Financial Investment Advisers, Inc. Sub-Adviser: Turner Investment Partners, Inc.	Seeks to provide long-term capital appreciation.


Contents

Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Assets and Liabilities	3
Statements of Operations	20
Statements of Changes in Net Assets	41
Notes to Financial Statements	67


	AIM V.I. Core Stock Fund - Series I Shares		AIM V.I. Government Securities Fund - Series I Shares		American Funds Insurance Series®- Growth Fund - Class 2		American Funds Insurance Series®- Growth Income Fund - Class 2		American Funds Insurance Series®- International Fund - Class 2

Assets
Investments in mutual funds at fair value	$	21,637	$	21,784	$	33,471	$	18,342	$	25,807

Total assets		21,637		21,784		33,471		18,342		25,807


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	21,637	$	21,784	$	33,471	$	18,342	$	25,807


Total number of mutual fund shares		1,135,785		1,835,202		567,499		481,165		1,364,029


Cost of mutual fund shares	$	19,241	$	22,581	$	28,171	$	17,065	$	20,724


	Fidelity® VIP Asset Manager^SM Portfolio - Initial Class		Fidelity® VIP Asset Manager^SM Portfolio - Service Class		Fidelity® VIP Contrafund® Portfolio - Service Class		Fidelity® VIP Equity- Income Portfolio - Service Class		Fidelity® VIP Growth Portfolio - Initial Class

Assets
Investments in mutual funds at fair value	$	17,718	$	1,719	$	2,048	$	108	$	44,394

Total assets		17,718		1,719		2,048		108		44,394


Liabilities
Payable to related parties		—		—		—		—		1

Total liabilities		—		—		—		—		1

Net assets	$	17,718	$	1,719	$	2,048	$	108	$	44,393


Total number of mutual fund shares		1,178,060		115,069		66,229		4,239		1,317,343


Cost of mutual fund shares	$	15,542	$	1,640	$	1,930	$	105	$	35,924


	Fidelity® VIP Growth Portfolio - Service Class		Fidelity® VIP High Income Portfolio - Service Class		Fidelity® VIP Investment Grade Bond Portfolio - Initial Class		Fidelity® VIP Overseas Portfolio - Initial Class		Fidelity® VIP Overseas Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	2,832	$	11,126	$	448	$	37,781	$	3,461

Total assets		2,832		11,126		448		37,781		3,461


Liabilities
Payable to related parties		—		—		—		1		—

Total liabilities		—		—		—		1		—

Net assets	$	2,832	$	11,126	$	448	$	37,780	$	3,461


Total number of mutual fund shares		84,371		1,812,038		35,088		1,833,163		168,662


Cost of mutual fund shares	$	2,591	$	11,873	$	446	$	27,145	$	2,763


	ING AllianceBernstein Mid Cap Growth Portfolio - Institutional Class		ING Evergreen Health Sciences Portfolio - Class S		ING Evergreen Omega Portfolio - Institutional Class		ING FMR^SM Diversified Mid Cap Portfolio - Service Class		ING FMR^SM Earnings Growth Portfolio - Institutional Class

Assets
Investments in mutual funds at fair value	$	4,083	$	2,024	$	33,688	$	65	$	42,817

Total assets		4,083		2,024		33,688		65		42,817


Liabilities
Payable to related parties		—		—		1		—		1

Total liabilities		—		—		1		—		1

Net assets	$	4,083	$	2,024	$	33,687	$	65	$	42,816


Total number of mutual fund shares		214,240		189,324		3,065,373		4,891		4,039,378


Cost of mutual fund shares	$	3,967	$	2,012	$	32,755	$	65	$	41,795


	ING Global Resources Portfolio - Institutional Class		ING JPMorgan Small Cap Equity Portfolio - Institutional Class		ING JPMorgan Value Opportunities Portfolio - Service Class		ING Julius Baer Foreign Portfolio - Institutional Class		ING Legg Mason Value Portfolio - Institutional Class

Assets
Investments in mutual funds at fair value	$	3,423	$	33,049	$	6,889	$	2,341	$	2,157

Total assets		3,423		33,049		6,889		2,341		2,157


Liabilities
Payable to related parties		—		1		—		—		—

Total liabilities		—		1		—		—		—

Net assets	$	3,423	$	33,048	$	6,889	$	2,341	$	2,157


Total number of mutual fund shares		167,692		2,629,203		641,397		179,124		202,895


Cost of mutual fund shares	$	2,963	$	32,207	$	6,730	$	2,316	$	1,943


	ING Limited Maturity Bond Portfolio - Service Class		ING Liquid Assets Portfolio - Institutional Class		ING Liquid Assets Portfolio - Service Class		ING Lord Abbett Affiliated Portfolio - Institutional Class		ING Marsico Growth Portfolio - Institutional Class

Assets
Investments in mutual funds at fair value	$	2,943	$	62,164	$	35,249	$	974	$	4,748

Total assets		2,943		62,164		35,249		974		4,748


Liabilities
Payable to related parties		—		1		—		—		—

Total liabilities		—		1		—		—		—

Net assets	$	2,943	$	62,163	$	35,249	$	974	$	4,748


Total number of mutual fund shares		274,493		62,164,180		35,248,954		81,266		298,589


Cost of mutual fund shares	$	3,042	$	62,164	$	35,249	$	902	$	4,352


	ING Marsico International Opportunities Portfolio - Service Class		ING Mercury Large Cap Growth Portfolio - Service Class		ING Mercury Large Cap Value Portfolio - Institutional Class		ING MFS Mid Cap Growth Portfolio - Institutional Class		ING MFS Total Return Portfolio - Institutional Class

Assets
Investments in mutual funds at fair value	$	12,715	$	11	$	25,829	$	5,377	$	5,384

Total assets		12,715		11		25,829		5,377		5,384


Liabilities
Payable to related parties		—		—		1		—		—

Total liabilities		—		—		1		—		—

Net assets	$	12,715	$	11	$	25,828	$	5,377	$	5,384


Total number of mutual fund shares		1,028,721		982		2,091,419		445,511		294,843


Cost of mutual fund shares	$	11,650	$	11	$	24,113	$	4,871	$	5,376


	ING MFS Utilities Portfolio - Service Class		ING Oppenheimer Main Street Portfolio® - Institutional Class		ING Pioneer Fund Portfolio - Service Class		ING Pioneer Mid Cap Value Portfolio - Class I		ING Stock Index Portfolio - Institutional Class

Assets
Investments in mutual funds at fair value	$	11,302	$	55	$	86	$	15,714	$	219,410

Total assets		11,302		55		86		15,714		219,410


Liabilities
Payable to related parties		—		—		—		—		4

Total liabilities		—		—		—		—		4

Net assets	$	11,302	$	55	$	86	$	15,714	$	219,406


Total number of mutual fund shares		1,009,138		3,179		7,812		1,425,990		19,246,508


Cost of mutual fund shares	$	11,575	$	53	$	84	$	15,231	$	198,510


	ING T. Rowe Price Capital Appreciation Portfolio - Institutional Class		ING T. Rowe Price Equity Income Portfolio - Institutional Class		ING UBS U.S. Allocation Portfolio - Service Class		ING Van Kampen Equity Growth Portfolio - Institutional Class		ING Van Kampen Growth and Income Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	38,330	$	13,295	$	16	$	4,803	$	1,028

Total assets		38,330		13,295		16		4,803		1,028


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	38,330	$	13,295	$	16	$	4,803	$	1,028


Total number of mutual fund shares		1,522,854		963,417		1,558		405,342		37,986


Cost of mutual fund shares	$	32,112	$	12,647	$	15	$	4,027	$	997


	ING VP Index Plus International Equity Portfolio - Service Class		ING American Century Large Company Value Portfolio - Initial Class		ING American Century Small Cap Value Portfolio - Initial Class		ING Baron Small Cap Growth Portfolio - Initial Class		ING JPMorgan Mid Cap Value Portfolio - Initial Class

Assets
Investments in mutual funds at fair value	$	7	$	33	$	888	$	2,330	$	10,114

Total assets		7		33		888		2,330		10,114


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	7	$	33	$	888	$	2,330	$	10,114


Total number of mutual fund shares		644		2,346		75,478		143,722		721,379


Cost of mutual fund shares	$	7	$	32	$	959	$	2,284	$	10,022


	ING Oppenheimer Global Portfolio - Initial Class		ING Oppenheimer Strategic Income Portfolio - Service Class		ING PIMCO Total Return Portfolio - Initial Class		ING Salomon Brothers Aggressive Growth Portfolio - Initial Class		ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class

Assets
Investments in mutual funds at fair value	$	4,031	$	6,094	$	9,777	$	711	$	45,814

Total assets		4,031		6,094		9,777		711		45,814


Liabilities
Payable to related parties		—		—		—		—		1

Total liabilities		—		—		—		—		1

Net assets	$	4,031	$	6,094	$	9,777	$	711	$	45,813


Total number of mutual fund shares		284,467		610,058		895,333		15,967		5,296,450


Cost of mutual fund shares	$	3,500	$	6,211	$	9,794	$	696	$	42,986


	ING UBS U.S. Large Cap Equity Portfolio - Initial Class		ING Van Kampen Comstock Portfolio - Initial Class		ING Van Kampen Equity and Income Portfolio - Initial Class		ING VP Strategic Allocation Balanced Portfolio - Class I		ING VP Strategic Allocation Growth Portfolio - Class I

Assets
Investments in mutual funds at fair value	$	72	$	9,919	$	1,152	$	4,436	$	4,128

Total assets		72		9,919		1,152		4,436		4,128


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	72	$	9,919	$	1,152	$	4,436	$	4,128


Total number of mutual fund shares		7,723		811,710		31,915		309,112		266,669


Cost of mutual fund shares	$	71	$	9,244	$	1,030	$	4,379	$	3,996


	ING VP Strategic Allocation Income Portfolio - Class I		ING VP Index Plus Large Cap Portfolio - Class I		ING VP Index Plus Mid Cap Portfolio - Class I		ING VP Index Plus Small Cap Portfolio - Class I		ING VP Value Opportunity Portfolio - Class I

Assets
Investments in mutual funds at fair value	$	132	$	4,953	$	18,684	$	10,591	$	1,911

Total assets		132		4,953		18,684		10,591		1,911


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	132	$	4,953	$	18,684	$	10,591	$	1,911


Total number of mutual fund shares		9,965		321,187		999,673		634,945		137,978


Cost of mutual fund shares	$	129	$	4,459	$	17,106	$	9,915	$	1,919


	ING VP High Yield Bond Portfolio - Class I		ING VP MidCap Opportunities Portfolio - Class I		ING VP Real Estate Portfolio - Class S		ING VP SmallCap Opportunities Portfolio - Class I		ING VP Intermediate Bond Portfolio - Class I

Assets
Investments in mutual funds at fair value	$	14,762	$	2,709	$	14,140	$	3,627	$	16,251

Total assets		14,762		2,709		14,140		3,627		16,251


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	14,762	$	2,709	$	14,140	$	3,627	$	16,251


Total number of mutual fund shares		4,875,257		357,925		945,790		204,447		1,252,945


Cost of mutual fund shares	$	14,664	$	2,354	$	13,530	$	3,084	$	16,913


	Brandes International Equity Fund		Business Opportunity Value Fund		Frontier Capital Appreciation Fund		Turner Core Growth Fund		Neuberger Berman AMT Growth Portfolio® - Class I

Assets
Investments in mutual funds at fair value	$	14,898	$	2,907	$	7,615	$	3,106	$	14,875

Total assets		14,898		2,907		7,615		3,106		14,875


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	14,898	$	2,907	$	7,615	$	3,106	$	14,875


Total number of mutual fund shares		850,330		241,004		331,803		187,102		1,078,663


Cost of mutual fund shares	$	11,809	$	2,697	$	6,505	$	2,742	$	10,267


	Neuberger Berman AMT Limited Maturity Bond Portfolio® - Class I		Neuberger Berman AMT Socially Responsive Portfolio® - Class I		Pioneer Small Cap Value VCT Portfolio - Class I		Putnam VT Small Cap Value Fund - Class IB Shares		Van Eck Worldwide Emerging Markets Fund

Assets
Investments in mutual funds at fair value	$	23,316	$	47	$	6,368	$	19,658	$	21,429

Total assets		23,316		47		6,368		19,658		21,429


Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	23,316	$	47	$	6,368	$	19,658	$	21,429


Total number of mutual fund shares		1,844,613		3,135		393,322		857,314		1,076,296


Cost of mutual fund shares	$	24,501	$	45	$	5,707	$	15,558	$	14,633


	Van Eck Worldwide Hard Assets Fund

Assets
Investments in mutual funds at fair value	$	13,798

Total assets		13,798


Liabilities
Payable to related parties		—

Total liabilities		—

Net assets	$	13,798


Total number of mutual fund shares		497,406


Cost of mutual fund shares	$	10,081


	AIM V.I. Capital Appreciation Fund - Series I Shares			AIM V.I. Core Stock Fund - Series I Shares			AIM V.I. Government Securities Fund - Series I Shares			AIM V.I. Health Sciences Fund - Series I Shares			AIM V.I. High Yield Fund - Series I Shares

Net investment income (loss)
Income:
Dividends	$	—		$	94		$	710		$	—		$	—

Total investment income		—			94			710			—			—
Expenses:
Mortality, expense risk and other charges		54			145			144			4			82

Total expenses		54			145			144			4			82

Net investment income (loss)		(54	)		(51	)		566			(4	)		(82	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		2,323			16			(125	)		177			2,037
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		2,323			16			(125	)		177			2,037
Net unrealized appreciation (depreciation) of investments		(1,891	)		583			(191	)		(75	)		(1,530	)

Net realized and unrealized gain (loss) on investments		432			599			(316	)		102			507

Net increase (decrease) in net assets resulting from operations	$	378		$	548		$	250		$	98		$	425


	AIM V.I. Small Company Growth Fund - Series I Shares			AIM V.I. Total Return Fund - Series I Shares			AIM V.I. Utilities Fund - Series I Shares			Alger American Growth Portfolio - Class O			Alger American Leveraged AllCap Portfolio - Class O

Net investment income (loss)
Income:
Dividends	$	—		$	263		$	—		$	97		$	—

Total investment income		—			263			—			97			—
Expenses:
Mortality, expense risk and other charges		66			58			56			208			89

Total expenses		66			58			56			208			89

Net investment income (loss)		(66	)		205			(56	)		(111	)		(89	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		3,921			480			4,475			2,076			3,377
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		3,921			480			4,475			2,076			3,377
Net unrealized appreciation (depreciation) of investments		(3,774	)		(621	)		(2,265	)		864			(2,150	)

Net realized and unrealized gain (loss) on investments		147			(141	)		2,210			2,940			1,227

Net increase (decrease) in net assets resulting from operations	$	81		$	64		$	2,154		$	2,829		$	1,138


	Alger American MidCap Growth Portfolio - Class O			American Funds Insurance Series®- Growth Fund - Class 2		American Funds Insurance Series®- Growth Income Fund - Class 2		American Funds Insurance Series®- International Fund - Class 2		Fidelity® VIP Asset Manager^SM Portfolio - Initial Class

Net investment income (loss)
Income:
Dividends	$	—		$	204	$	230	$	339	$	534

Total investment income		—			204		230		339		534
Expenses:
Mortality, expense risk and other charges		192			115		70		81		142

Total expenses		192			115		70		81		142

Net investment income (loss)		(192	)		89		160		258		392

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		11,544			655		323		485		202
Capital gains distributions		1,647			—		65		—		7

Total realized gain (loss) on investments and capital gains distributions		13,191			655		388		485		209
Net unrealized appreciation (depreciation) of investments		(10,577	)		3,524		408		3,495		(38	)

Net realized and unrealized gain (loss) on investments		2,614			4,179		796		3,980		171

Net increase (decrease) in net assets resulting from operations	$	2,422		$	4,268	$	956	$	4,238	$	563


	Fidelity® VIP Asset Manager^SMPortfolio - Service Class			Fidelity® VIP Contrafund® Portfolio - Service Class			Fidelity® VIP Equity- Income Portfolio - Service Class		Fidelity® VIP Growth Portfolio - Initial Class			Fidelity® VIP Growth Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	44		$	—		$	—	$	234		$	10

Total investment income		44			—			—		234			10
Expenses:
Mortality, expense risk and other charges		—			3			—		334			—

Total expenses		—			3			—		334			—

Net investment income (loss)		44			(3	)		—		(100	)		10

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		57			4			—		(475	)		142
Capital gains distributions		1			—			—		—			—

Total realized gain (loss) on investments and capital gains distributions		58			4			—		(475	)		142
Net unrealized appreciation (depreciation) of investments		(37	)		119			3		2,618			(10	)

Net realized and unrealized gain (loss) on investments		21			123			3		2,143			132

Net increase (decrease) in net assets resulting from operations	$	65		$	120		$	3	$	2,043		$	142


	ING VP Index Plus International Equity Portfolio - Service Class		ING American Century Large Company Value Portfolio - Initial Class		ING American Century Small Cap Value Portfolio - Initial Class			ING Baron Small Cap Growth Portfolio - Initial Class			ING JPMorgan Mid Cap Value Portfolio - Initial Class

Net investment income (loss)
Income:
Dividends	$	—	$	—	$	3		$	—		$	51

Total investment income		—		—		3			—			51
Expenses:
Mortality, expense risk and other charges		—		—		1			3			38

Total expenses		—		—		1			3			38

Net investment income (loss)		—		—		2			(3	)		13

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—		—		1			2			372
Capital gains distributions		—		—		80			—			698

Total realized gain (loss) on investments and capital gains distributions		—		—		81			2			1,070
Net unrealized appreciation (depreciation) of investments		—		1		(71	)		45			(372	)

Net realized and unrealized gain (loss) on investments		—		1		10			47			698

Net increase (decrease) in net assets resulting from operations	$	—	$	1	$	12		$	44		$	711


	ING Oppenheimer Global Portfolio - Initial Class		ING Oppenheimer Strategic Income Portfolio - Service Class			ING PIMCO Total Return Portfolio - Initial Class			ING Salomon Brothers Aggressive Growth Portfolio - Initial Class			ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class

Net investment income (loss)
Income:
Dividends	$	33	$	121		$	175		$	—		$	—

Total investment income		33		121			175			—			—
Expenses:
Mortality, expense risk and other charges		12		11			49			1			80

Total expenses		12		11			49			1			80

Net investment income (loss)		21		110			126			(1	)		(80	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		38		2			40			35			254
Capital gains distributions		68		—			117			—			44

Total realized gain (loss) on investments and capital gains distributions		106		2			157			35			298
Net unrealized appreciation (depreciation) of investments		531		(117	)		(141	)		(5	)		2,829

Net realized and unrealized gain (loss) on investments		637		(115	)		16			30			3,127

Net increase (decrease) in net assets resulting from operations	$	658	$	(5	)	$	142		$	29		$	3,047


	ING UBS U.S. Large Cap Equity Portfolio - Initial Class			ING Van Kampen Comstock Portfolio - Initial Class			ING Van Kampen Equity and Income Portfolio - Initial Class			ING VP Strategic Allocation Balanced Portfolio - Class I		ING VP Strategic Allocation Growth Portfolio - Class I

Net investment income (loss)
Income:
Dividends	$	—		$	61		$	1		$	12	$	18

Total investment income		—			61			1			12		18
Expenses:
Mortality, expense risk and other charges		1			38			3			4		2

Total expenses		1			38			3			4		2

Net investment income (loss)		(1	)		23			(2	)		8		16

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		18			526			22			18		10
Capital gains distributions		—			358			1			—		—

Total realized gain (loss) on investments and capital gains distributions		18			884			23			18		10
Net unrealized appreciation (depreciation) of investments		1			(577	)		59			57		132

Net realized and unrealized gain (loss) on investments		19			307			82			75		142

Net increase (decrease) in net assets resulting from operations	$	18		$	330		$	80		$	83	$	158


	ING VP Strategic Allocation Income Portfolio - Class I			ING VP Index Plus Large Cap Portfolio - Class I			ING VP Index Plus Mid Cap Portfolio - Class I			ING VP Index Plus Small Cap Portfolio - Class I			ING VP Value Opportunity Portfolio - Class I

Net investment income (loss)
Income:
Dividends	$	2		$	64		$	74		$	27		$	—

Total investment income		2			64			74			27			—
Expenses:
Mortality, expense risk and other charges		1			20			51			44			1

Total expenses		1			20			51			44			1

Net investment income (loss)		1			44			23			(17	)		(1	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		(4	)		516			1,486			784			—
Capital gains distributions		—			—			1,134			455			—

Total realized gain (loss) on investments and capital gains distributions		(4	)		516			2,620			1,239			—
Net unrealized appreciation (depreciation) of investments		2			(340	)		(897	)		(507	)		(8	)

Net realized and unrealized gain (loss) on investments		(2	)		176			1,723			732			(8	)

Net increase (decrease) in net assets resulting from operations	$	(1	)	$	220		$	1,746		$	715		$	(9	)


	ING VP High Yield Bond Portfolio - Class I			ING VP MagnaCap Portfolio - Class I			ING VP MidCap Opportunities Portfolio - Class I			ING VP Real Estate Portfolio - Class S		ING VP SmallCap Opportunities Portfolio - Class I

Net investment income (loss)
Income:
Dividends	$	256		$	23		$	—		$	182	$	—

Total investment income		256			23			—			182		—
Expenses:
Mortality, expense risk and other charges		23			9			9			21		19

Total expenses		23			9			9			21		19

Net investment income (loss)		233			14			(9	)		161		(19	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		(7	)		226			191			8		126
Capital gains distributions		—			178			—			—		—

Total realized gain (loss) on investments and capital gains distributions		(7	)		404			191			8		126
Net unrealized appreciation (depreciation) of investments		(136	)		(284	)		37			610		230

Net realized and unrealized gain (loss) on investments		(143	)		120			228			618		356

Net increase (decrease) in net assets resulting from operations	$	90		$	134		$	219		$	779	$	337


	ING VP Intermediate Bond Portfolio - Class I			Janus Aspen Series International Growth Portfolio - Service Shares			Janus Aspen Series Mid Cap Growth Portfolio - Service Shares			Janus Aspen Series Worldwide Growth Portfolio - Service Shares			Brandes International Equity Fund

Net investment income (loss)
Income:
Dividends	$	603		$	55		$	—		$	—		$	201

Total investment income		603			55			—			—			201
Expenses:
Mortality, expense risk and other charges		36			29			6			6			96

Total expenses		36			29			6			6			96

Net investment income (loss)		567			26			(6	)		(6	)		105

Realized and unrealized gain (loss) on investments

Net realized gain (loss) on investments		(107	)		2,554			517			353			484
Capital gains distributions		64			—			—			—			797

Total realized gain (loss) on investments and capital gains distributions		(43	)		2,554			517			353			1,281
Net unrealized appreciation (depreciation) of investments		(234	)		(1,140	)		(730	)		(490	)		(26	)

Net realized and unrealized gain (loss) on investments		(277	)		1,414			(213	)		(137	)		1,255

Net increase (decrease) in net assets resulting from operations	$	290		$	1,440		$	(219	)	$	(143	)	$	1,360


	Business Opportunity Value Fund			Frontier Capital Appreciation Fund			Turner Core Growth Fund			Neuberger Berman AMT Growth Portfolio® - Class I			Neuberger Berman AMT Limited Maturity Bond Portfolio® - Class I

Net investment income (loss)
Income:
Dividends	$	18		$	—		$	12		$	—		$	694

Total investment income		18			—			12			—			694
Expenses:
Mortality, expense risk and other charges		17			60			18			95			158

Total expenses		17			60			18			95			158

Net investment income (loss)		1			(60	)		(6	)		(95	)		536

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		141			681			276			359			(234	)
Capital gains distributions		232			578			—			—			—

Total realized gain (loss) on investments and capital gains distributions		373			1,259			276			359			(234	)
Net unrealized appreciation (depreciation) of investments		(167	)		(282	)		50			1,426			(99	)

Net realized and unrealized gain (loss) on investments		206			977			326			1,785			(333	)

Net increase (decrease) in net assets resulting from operations	$	207		$	917		$	320		$	1,690		$	203


	Neuberger Berman AMT Socially Responsive Portfolio® - Class I		Pioneer Mid Cap Value VCT Portfolio - Class I			Pioneer Small Cap Value VCT Portfolio - Class I			Putnam VT Growth and Income Fund - Class IB Shares			Putnam VT New Opportunities Fund - Class IB Shares

Net investment income (loss)
Income:
Dividends	$	—	$	51		$	—		$	113		$	1

Total investment income		—		51			—			113			1
Expenses:
Mortality, expense risk and other charges		—		73			31			25			5

Total expenses		—		73			31			25			5

Net investment income (loss)		—		(22	)		(31	)		88			(4	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—		2,017			797			1,379			385
Capital gains distributions		—		974			186			—			—

Total realized gain (loss) on investments and capital gains distributions		—		2,991			983			1,379			385
Net unrealized appreciation (depreciation) of investments		2		(2,344	)		(236	)		(1,365	)		(380	)

Net realized and unrealized gain (loss) on investments		2		647			747			14			5

Net increase (decrease) in net assets resulting from operations	$	2	$	625		$	716		$	102		$	1


	Putnam VT Small Cap Value Fund - Class IB Shares			Putnam VT Voyager Fund - Class IB Shares			Van Eck Worldwide Bond Fund			Van Eck Worldwide Emerging Markets Fund		Van Eck Worldwide Hard Assets Fund

Net investment income (loss)
Income:
Dividends	$	1,116		$	10		$	386		$	123	$	32

Total investment income		1,116			10			386			123		32
Expenses:
Mortality, expense risk and other charges		106			5			26			96		62

Total expenses		106			5			26			96		62

Net investment income (loss)		1,010			5			360			27		(30	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		2,263			202			(173	)		1,703		1,705
Capital gains distributions		—			—			—			—		—

Total realized gain (loss) on investments and capital gains distributions		2,263			202			(173	)		1,703		1,705
Net unrealized appreciation (depreciation) of investments		(2,047	)		(196	)		(333	)		3,019		2,276

Net realized and unrealized gain (loss) on investments		216			6			(506	)		4,722		3,981

Net increase (decrease) in net assets resulting from operations	$	1,226		$	11		$	(146	)	$	4,749	$	3,951


	Van Eck Worldwide Real Estate Fund

Net investment income (loss)
Income:
Dividends	$	241

Total investment income		241
Expenses:
Mortality, expense risk and other charges		48

Total expenses		48

Net investment income (loss)		193

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		3,657
Capital gains distributions		114

Total realized gain (loss) on investments and capital gains distributions		3,771
Net unrealized appreciation (depreciation) of investments		(3,041	)

Net realized and unrealized gain (loss) on investments		730

Net increase (decrease) in net assets resulting from operations	$	923


	American Funds Insurance Series®- Growth Income Fund - Class 2			American Funds Insurance Series®- International Fund - Class 2			Fidelity® VIP Asset Manager^SM Portfolio - Initial Class			Fidelity® VIP Asset Manager^SM Portfolio - Service Class

Net Assets at January 1, 2004	$	3,463		$	2,412		$	21,003		$	1,056

Increase (decrease) in net assets
Operations:
Net investment income (loss)		64			119			392			34
Net realized gain (loss) on investments and capital gains distributions		191			161			65			15
Net unrealized appreciation (depreciation) of investments		644			1,376			464			27

Net increase (decrease) in net assets from operations		899			1,656			921			76
Changes from principal transactions:
Premiums		2,564			2,693			2,317			312
Surrenders and withdrawals		(164	)		(139	)		(2,420	)		(8	)
Cost of insurance and administrative charges		(396	)		(345	)		(1,046	)		(88	)
Benefit payments		—			—			(7	)		—
Transfers between Divisions (including fixed account), net		7,085			7,384			(556	)		302

Increase (decrease) in net assets derived from principal transactions		9,089			9,593			(1,712	)		518

Total increase (decrease) in net assets		9,988			11,249			(791	)		594

Net assets at December 31, 2004		13,451			13,661			20,212			1,650

Increase (decrease) in net assets
Operations:
Net investment income (loss)		160			258			392			44
Net realized gain (loss) on investments and capital gains distributions		388			485			209			58
Net unrealized appreciation (depreciation) of investments		408			3,495			(38	)		(37	)

Net increase (decrease) in net assets from operations		956			4,238			563			65
Changes from principal transactions:
Premiums		4,117			3,551			1,771			465
Surrenders and withdrawals		(438	)		(535	)		(1,320	)		(54	)
Cost of insurance and administrative charges		(695	)		(790	)		(944	)		(109	)
Benefit payments		—			—			(7	)		—
Transfers between Divisions (including fixed account), net		951			5,682			(2,557	)		(298	)

Increase (decrease) in net assets derived from principal transactions		3,935			7,908			(3,057	)		4

Total increase (decrease) in net assets		4,891			12,146			(2,494	)		69

Net assets at December 31, 2005	$	18,342		$	25,807		$	17,718		$	1,719