485APOS

As filed with the Securities and Exchange		Registration No. 333-117329
Commission on February 27, 2007		Registration No. 811-08292
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. 4		[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) (Zip Code)
(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, CT 06l56
(Name and Address of Agent for Service)
Jeffery R. Berry, Chief Counsel
ING Americas (U.S. Legal Services)
151 Farmington Avenue, Hartford, Connecticut 06156
It is proposed that this filing will become effective (check appropriate box):
[ ]	immediately upon filing pursuant to paragraph (b) of Rule 485
[ ]	on ____________, pursuant to paragraph (b) of Rule 485
[ ]	60 days after filing pursuant to paragraph (a)(1)
[X]	on April 30, 2007, pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ]	This post-effective amendment designates a new effective date for a previously filed post-
	effective amendment.

PART A

INFORMATION REQUIRED IN A PROSPECTUS 

ASSET ACCUMULATOR
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	Fund Managers
· Is issued by Security Life of Denver Insurance Company.	[List to be updated by amendment.]
· Is returnable by you during the free look period if you are not satisfied.	Funds managed by the following investment
Premium Payments	managers are available through the policy:
· Are flexible, so the premium amount and frequency may vary.	· Alliance Capital Management, L.P.
· Are allocated to the variable account and the fixed account, based on your	· BAMCO, Inc.
instructions.	· BlackRock Investment Management, LLC
· Are subject to specified fees and charges.	· Capital Research and Management
The Policy Value	Company
· Is the sum of your holdings in the fixed account, the variable account and the	· Clarion Real Estate Securities L.P.
loan account.	· Columbia Management Advisors, LLC
· Has no guaranteed minimum value under the variable account. The value varies	· Evergreen Investment Management
with the value of the subaccounts you select.	Company, LLC.
· Has a minimum guaranteed rate of return for amounts in the fixed account.	· Fidelity Management & Research
· Is subject to specified fees and charges including possible surrender charges.	Company
Death Benefit Proceeds	· Ibbotson Associates
· Are paid if your policy is in force when the insured person dies.	· ING Investment Management Co.
· Are calculated under your choice of options:	· J.P. Morgan Investment Management,
- Option 1 - the base death benefit is the greater of the amount of base	Inc.
insurance coverage you have selected or your policy value multiplied by the	· Julius Baer Investment Management,
appropriate factor from the definition of life insurance factors described in	LLC
Appendix A;	· Legg Mason Capital Management, Inc.
- Option 2 - the base death benefit is the greater of the amount of base	· Lord, Abbett & Co., LLC
insurance coverage you have selected plus the policy value or your policy	· Marsico Capital Management, LLC
value multiplied by the appropriate factor from the definition of life insurance	· Massachusetts Financial Services
factors described in Appendix A; or	Company
-  Option 3 - the base death benefit is the greater of the amount of base	· Morgan Stanley Investment Management,
insurance coverage you have selected plus premiums paid minus withdrawals	Inc. (d/b/a Van Kampen)
taken or your policy value multiplied by the appropriate factor from the	· Neuberger Berman, LLC
definition of life insurance factors described in Appendix A.	· Neuberger Berman Management, Inc.
· Are equal to the base death benefit plus any rider benefits minus any	· OppenheimerFunds, Inc.
outstanding loans, accrued loan interest and unpaid fees and charges.	· Pacific Investment Management
· Are generally not subject to federal income tax if your policy continues to meet	Company LLC
the federal income tax definition of life insurance.	· Pioneer Investment Management, Inc.
Sales Compensation	· T. Rowe Price Associates, Inc.
· We pay compensation to broker/dealers whose registered representatives sell	· UBS Global Asset Management
the policy. See Distribution of the Policies, page 69, for further information	(Americas) Inc.
about the amount of compensation we pay.	· Wells Capital Management, Inc.

This prospectus describes what you should know before purchasing the Asset Accumulator 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 30, 2007.

TABLE OF CONTENTS
	Page			Page
POLICY SUMMARY	3	Termination of Coverage		54
The Policy’s Features and Benefits	3	TAX CONSIDERATIONS		56
Factors You Should Consider Before		Tax Status of the Company		56
Purchasing a Policy	6	Tax Status of the Policy		57
Fees and Charges	8	Diversification and Investor Control Requirements		57
THE COMPANY, THE VARIABLE		Tax Treatment of Policy Death Benefits		58
ACCOUNT AND THE FIXED ACCOUNT	13	Distributions Other than Death Benefits		58
Security Life of Denver Insurance Company	13	Other Tax Matters		60
The Investment Options	15	ADDITIONAL INFORMATION		62
DETAILED INFORMATION ABOUT		General Policy Provisions		62
THE POLICY	19	Distribution of the Policies		69
Purchasing a Policy	20	Legal Proceedings		71
Fees and Charges	24	Financial Statements		71
Death Benefits	30	APPENDIX A		A-1
Additional Insurance Benefits	36	APPENDIX B		B-1
Policy Value	44	APPENDIX C		C-1
Special Features and Benefits	46	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:

	Page Where		Page Where
Term	Defined	Term	Defined
Age	20	Policy Date	20
Fixed Account	5	Policy Value	44
Fixed Account Value	44	Segment or Coverage Segment	31
Loan Account	46	Surrender Value	5
Loan Account Value	46	Target Premium	22
Monthly Processing Date	26	Valuation Date	45
Net Premium	3	Variable Account	4
Net Policy Value	4	Variable Account Value	44

“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
	www.ingservicecenter.com
	Asset Accumulator
	2

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 that should be read carefully before you purchase the policy.

The Policy’s Features and Benefits

The Policy	· This prospectus describes our standard Asset Accumulator 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.
Premium Payments	· 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
See Premium Payments,	sufficient premiums may cause your policy to lapse.
page 21.	· 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 a premium expense 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	· 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.
See Free Look Period,	· The free look period is generally ten days from your receipt of the policy, although
page 23.	certain states may allow more than ten days. The length of the free look period that
	applies in your state will be stated in your policy.
	· 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 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	· 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
See Death Benefits, page	is in effect when the insured person dies.
30.	· There are three death benefit options available under your policy:
	- 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 your 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.
Asset Accumulator    3

Death Benefits	· After age 100, death benefit Option 1 will apply to all policies and the amount of base
(Continued)	insurance coverage selected will equal the amount of base insurance coverage in effect
	on the policy anniversary nearest the insured person’s 100th 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.
Death Benefit	· Your policy will not lapse as long as your policy value minus any loan account value
Guarantees	and accrued loan interest (the “net policy value”) is enough to pay the periodic fees and
	charges when due.
	· Even if your net policy value is not enough to pay the periodic fees and charges, when
See Death Benefit	due, the policy has two optional death benefit guarantees that can keep your policy from
Guarantees, page 36.	lapsing:
	-  For issue ages 25-75, the 20-Year/Age 65 death benefit guarantee is an optional
	benefit that may be available, but only when you apply for the policy. If you select
	this guarantee, your policy and any Adjustable Term Insurance Rider coverage is
	guaranteed not to lapse for the greater of 20 years or to age 65 provided:
	-	Your cumulativeremium payments, minus any partial withdrawals or loans, are
		at least equal to the sum of the 20-Year/Age 65 death benefit guarantee premium
		payments to the next monthly processing date; and
	-	Your net policy value meets certain diversification requirements.
	There is a separate monthly charge for this guarantee.
	-  For issue ages 25-75, the lifetime death benefit guarantee is an optional benefit that
	may be available, but only when you apply for the policy. If you select this
	guarantee, your policy and any Adjustable Term Insurance Rider coverage is
	guaranteed not to lapse for the lifetime of the insured person provided:
	-	Your cumulative premium payments, minus any partial withdrawals or loans, are
		at least equal to the sum of the lifetime death benefit guarantee premium
		payments to the next monthly processing date; and
	-	Your net policy value meets certain diversification requirements.
	There is a separate monthly charge for this guarantee.
	· The death benefit guarantees are subject to state approval and may not be available in
	some states.
Temporary	· If you apply and qualify, we may issue temporary insurance equal to the total amount of
Insurance	insurance coverage for which you applied.
	· The maximum amount of temporary insurance is $1 million, which includes other in-
	force coverage you have with us.
See Temporary	· Temporary insurance may not be available in all states.
Insurance, page 23.
Rider Benefits	· Your policy may include additional insurance benefits, attached by rider. There are two
	types of rider benefits:
See Additional Insurance	-  Optional rider benefits that you must select before they are effective; and
Benefits, page 36.	-  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	· You may allocate your net premiums to the subaccounts of Security Life Separate
	Account L1 (the “variable account”) and to our fixed account.
See The Investment	· The variable account is one of our separate accounts and consists of subaccounts
Options, page 13.	that 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.
Asset Accumulator    4

Investment Options	· The fixed account is part of our general account and consists of all of our assets other
(Continued)	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	· 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,
See Transfers, page 48.	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	· Dollar cost averaging is a systematic program of transferring policy values to selected
Programs	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.
See Dollar Cost	· Automatic rebalancing is a systematic program through which your variable and fixed
Averaging, page 48.	account values are periodically reallocated among your selected investment options to
	maintain the allocation percentages you have chosen.
See Automatic	· There is no charge to participate in these asset allocation programs. There are, however,
Rebalancing,  page 49.	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.
Loans	· After the first policy month, you may take loans against your policy’s surrender value.
	· A loan must be at least $100 and is generally limited to your surrender value less the
See Loans, page 46.	periodic fees and charges to your next policy anniversary (or periodic fees and charges
	for the next 13 months if you take a loan within the 30-day period before 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 3.75% in policy years one through five and
	at a current rate of 3.00% (guaranteed not to exceed 3.15%) in all years thereafter.
	· 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 surrender value.
Partial Withdrawals	· 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.
See Partial	· A partial withdrawal must be at least $100 and may not exceed the amount which leaves
Withdrawals,	your surrender value less than $500.
page 52.	· We charge a fee of $10 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	· You may surrender your policy for its surrender value at any time after the free look
	period while the insured person is alive.
See Surrender,	· Your surrender value is your policy value minus any surrender charge and your
page 54.	outstanding loan amount and accrued loan interest.
	· Surrender charges apply for the first nine years of each segment of base insurance
	coverage. Surrender charge rates increase after the first segment year, remain level
	during segment years two through five and then decrease uniformly each segment year
	thereafter to zero at the beginning of the tenth segment year. Surrender charge rates vary
	by the insured person’s age at the time each base insurance coverage segment is
	established.
	· All insurance coverage ends on the date we receive your surrender request.
Asset Accumulator    5

Surrenders	· If you surrender your policy it cannot be reinstated.
(continued)	· Surrendering the policy may have tax consequences, and you should consult with a
	qualified tax adviser before surrendering your policy.
Reinstatement	· You may reinstate your policy (other than the death benefit guarantee) and riders within
	five years of lapse if you still own the policy and did not surrender it and the insured
See Reinstatement,	person is still insurable.
page 56.	· 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.
	· When we reinstate your policy, we reinstate the surrender charges for the amount and
	time remaining when your policy lapsed.
	· 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.

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	· The policy is not a short-term savings vehicle and should be purchased only if you need
Coverage	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	· In the early policy years the surrender charge may exceed the policy value because the
	surrender charge may be more than the cumulative premiums minus policy fees and
See Fees and Charges,	charges. Therefore, you should purchase a policy only if you intend and have the
page 24.	financial capability to keep the policy in force for a substantial period of time.
	· 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	· Your policy may lapse and your insurance coverage under the policy may terminate if
	on any monthly processing date:
See Lapse, page 55.	- A death benefit guarantee is not in effect; and
	- Your net policy value is not enough to pay the periodic fees and charges when due.
	· If you meet these conditions, 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	· Replacing your existing life insurance policy(ies) and/or annuity contracts with the
	policy described in this prospectus may not be beneficial to you.
See Purchasing a Policy,	· Before purchasing a policy, determine whether your existing policy(ies) and/or
page 20.	contracts will be subject to fees or penalties upon surrender or cancellation.
Asset Accumulator    6

Exchanges	· Also compare the fees, charges, coverage provisions and limitations, if any, of your
(Continued)	existing policy(ies) and/or contracts with those of the policy described in this
	prospectus.
Investment Risk	· You should evaluate the policy’s long-term investment potential and risks before
	purchasing a policy.
See The Variable	· For amounts you allocate to the subaccounts of the variable account:
Account, page 15.	-  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%.
Taxation	· 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
See TAX	qualify as a life insurance contract. We believe it is reasonable to conclude that the
CONSIDERATIONS,	policy will qualify as a life insurance contract.
page 56.	· 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	- Surrender
	- Partial withdrawals	- Lapse
	- Loans	- 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. legislative developments and their effect on the policy.
	· Consult with a qualified legal or tax adviser before you purchase a policy.
Sales Compensation	· 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
See Distribution of the	payment options, but their choice will not affect the fees and charges you will pay for
Policies, page 69.	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 that 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.
Asset Accumulator      7

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, surrender your policy or request an excess illustration. See Transaction Fees and Charges, page 24.

Charge	When Deducted	Amount Deducted
Premium Expense	· Deducted when you make a	· 9.50% of premium up to target premium and 8.50% of
Charge 1	premium payment.	premium in excess of target premium in segment year
		1, and lower thereafter.
Partial Withdrawal	· Deducted when you take a partial	· $10.
Fee	withdrawal.
Surrender Charge 2	· Deducted during the first nine	· Minimum rates - $2.56 per $1,000 of base insurance
	segment years when you	coverage.
	surrender your policy, decrease	· Maximum rates - $47.78 per $1,000 of base insurance
	your base insurance coverage,	coverage.
	take a partial withdrawal which	· Rates for a representative insured person - $12.50
	decreases your base insurance	per $1,000 of base insurance coverage. The
	coverage or allow your policy to	representative insured person is a male, age 35.
	lapse.
Excess Illustration	· Deducted each time you request	· $25 - maximum.
Fee	an illustration after the first each	· $0 - current.
	policy year.
Overloan	· On the monthly processing date	· 3.50% of the policy value. 3
Lapse Protection	on or next following the date
Rider	we receive your request to
	exercise the rider benefit.

1

In Pennsylvania the guaranteed maximum premium expense charge is 9.50% of all premium in all years.

2

The surrender charge rates shown are for the second through fifth segment years. Surrender charge rates increase after the first segment year, remain level during segment years two through five and then decrease uniformly each segment year thereafter to zero at the beginning of the tenth segment year. The rates that apply to you depend on the insured person’s gender and age. 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.

3 Your policy value is the sum of your holdings in the fixed account, the variable account and the loan account.

Asset Accumulator
8

Periodic Fees and Charges. The following table describes the fees and charges deducted each month on the monthly processing date, not including fund fees and expenses. See Periodic Fees and Charges, page 26.

Charge	When Deducted	Amount Deducted
Cost of Insurance	· On the monthly	· Minimum Rates per $1,000 of base insurance coverage -
Charge 4	processing date.	- $0.02 - current.
		- $0.06 - guaranteed.
		· Maximum Rates per $1,000 of base insurance coverage -
		- $9.84 - current.
		- $18.83 - guaranteed.
		· Rates for a representative insured person per $1,000 of base
		insurance coverage -
		- $0.07 - current.
		- $0.18 - guaranteed.
		- The representative insured person is a male, age 35 in the
		preferred no tobacco risk class.
Mortality & Expense	· On the monthly	· Percentage of policy value invested in the variable account -
Risk Charge 5	processing date.	- 0.038% in policy years 1 - 5 (0.45% on an annual basis),
		and lower thereafter
Policy Charge 6	· On the monthly	· $20 per month in policy years 1 - 10 and lower thereafter.
	processing date.
Administrative	· On the monthly	· Minimum Rates per $1,000 of base insurance coverage (or
Charge 7	processing date.	total insurance coverage, if greater) -
		- $0.01.
		· Maximum Rates per $1,000 of base insurance coverage (or
		total insurance coverage, if greater) -
		- $0.50.
		· Rates for a representative insured person per $1,000 of base
		insurance coverage (or total insurance coverage, if greater) -
		-  $0.02.
		- The representative insured person is age 35.
Loan Interest Charge	· Accrues daily but is	· 3.75% per annum of the amount held in the loan account in
	due in arrears on each	policy years 1 - 5, and lower thereafter.
	policy anniversary.

4	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 insured person’s age, gender, policy duration and risk class and generally increase each year after the first segment year. 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 perso n in the substandard risk class is $83.33 per $1,000 of base insurance coverage.
5	The monthly mortality and expense risk charge rate has been rounded to the nearest one hundredth of one percent. Consequently, the actual rates are either more or less than these rounded rates. See Mortality and Expense Risk Charge, page 26, for the monthly rate without rounding.
6	The charge shown is for policies issued on a guaranteed issue basis. For fully underwritten policies the Policy Charge is $15 per month during the first ten policy years and lower thereafter. After the tenth policy year the Policy Charge is $7.50 per month for both guaranteed issue policies and fully underwritten policies.
7	The administrative charge applies to the first $10 million of coverage and decreases after the tenth policy year. The rates shown have been rounded to the nearest penny. Consequently, the actual rates are either more or less than these rounded rates. The rates vary depending on the issue age of the insured person and the rates for the representative insured person listed above may be more or less than you will pay. You should contact your agent/registered representative for information about the rates that apply to you.

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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 28.

Rider	When Deducted	Amount Deducted
Adjustable Term	· On the monthly	· Minimum Rates per $1,000 of rider benefit -
Insurance Rider 8	processing date.	- $0.01 - current.
		- $0.07 - guaranteed.
		· Maximum Rates per $1,000 of rider benefit -
		- $3.47 - current.
		- $23.65 - guaranteed.
		· Rates for a representative insured person per $1,000 of rider
		benefit -
		- $0.02 - current.
		- $0.22 - guaranteed.
		- The representative insured person is a male age 35 in the
		preferred no tobacco risk class.
20-Year/Age 65 Death	· On each monthly	· Minimum Rates - $0.01 per $1000 of guaranteed coverage.
Benefit Guarantee	processing date	· Maximum Rates - $0.02 per $1000 of guaranteed coverage.
Rider Charge 9	during the guarantee	· Rates for a representative insured person - $0.01 per $1000
	period.	of guaranteed coverage. The representative insured person is
		age 45.
Lifetime Death Benefit	· On each monthly	· Minimum Rates - $0.02 per $1000 of guaranteed coverage.
Guarantee Rider	processing date	· Maximum Rates - $0.06 per $1000 of guaranteed coverage.
Charge 9	during the guarantee	· Rates for a representative insured person - $0.02 per $1000
	period.	of guaranteed coverage. The representative insured person is
		age 45.
Waiver of Cost of	· On the monthly	· Minimum Rates - $6.20 per $100 of rider coverage.
Insurance Rider 10	processing date.	· Maximum Rates - $19.48 per $100 of rider coverage.
		· Rates for a representative insured person - $7.43 per
		$100 of rider coverage. The representative insured person is
		age 40.
Waiver of Specified	· On the monthly	· Minimum Rates - $1.70 per $100 of rider coverage.
Premium Rider 10	processing date.	· Maximum Rates - $25.40 per $100 of rider coverage.
		· Rates for a representative insured person - $2.20 per
		$100 of rider coverage. The representative insured person is
		age 35.

8	The 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 a particular rider depend on various factors that may include the insured person’s age, gender, policy duration and/or risk class. Rates 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.
9	The rates for these guarantees depend on the insured person’s age at issue. The minimum rate and the representative rate for the 20-year/Age 65 Death Benefit Guarantee Rider have been rounded up to the nearest penny, and the actual rates may be more or less than these rounded rates. The other rates stated have been rounded to the nearest penny, consequently, the actual rates may be more or less than these rounded rates. 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.
10	The minimum rates and rates for a representative insured shown are for the first policy year. The rates for a particular rider depend on various factors that may include the insured person’s age, gender, policy duration and/or risk class. Rates 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.

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Fund Fees and Expenses. The following table shows the minimum and maximum total gross annual 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. See Fund Fees and Expenses, page 28.

Annual Total Fund Expenses (expenses deducted from fund assets) [Table to be updated by amendment.]

	Minimum	Maximum
Total Gross Annual Fund Expenses 11	X.XX%	X.XX%

11 Total Gross Annual Fund Expenses include management fees, distribution (12b-1) fees and other expenses.

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Asset Accumulator 12

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 80203-5699.

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.

Insurance and Other Regulatory Matters The New York Attorney General (the “NYAG”), other federal and state regulators and self-regulatory agencies are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation, revenue sharing, 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.

Some of these matters could result in regulatory action involving U.S. subsidiaries of ING These initiatives also 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.

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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; 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 certain subsidiaries 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.

Action may be taken by regulators with respect to the company or certain affiliates before investigations relating to fund trading are completed. 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 the employees of its subsidiaries 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.

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The Investment Options

You may allocate your premium payments to any of the available investment options. These options include 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

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.

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

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· American Growth Fund (Class 2)	· ING Stock Index Portfolio (Class I)
· American Growth-Income Fund (Class 2)	· ING T. Rowe Price Capital Appreciation
· American International Fund (Class 2)	Portfolio (Class I)
· Fidelity® VIP Contrafund® Portfolio	· ING T. Rowe Price Equity Income Portfolio
(Service Class)	(Class I)
· Fidelity® VIP Equity-Income Portfolio	· ING UBS U.S. Allocation Portfolio (Class S)
(Service Class)	· ING Van Kampen Growth and Income
· ING AllianceBernstein Mid Cap Growth	Portfolio (Class S)
Portfolio (Class I)	· ING VP Index Plus International Equity
· ING BlackRock Large Cap Growth Portfolio	Portfolio (Class S)
(Class I)	· ING Wells Fargo Small Cap Disciplined
· ING Evergreen Health Sciences Portfolio	Portfolio (Class S)
(Class I)	· ING Baron Small Cap Growth Portfolio (I
· ING Evergreen Omega Portfolio (Class I)	Class)
· ING FMRSM Diversified Mid Cap Portfolio	· ING Columbia Small Cap Value II Portfolio
(Class I)	(I Class)
· ING FMRSM Large Cap Growth Portfolio	· ING JP Morgan Mid Cap Value Portfolio
(Class I)	(I Class)
· ING Global Resources Portfolio (Class I)	· ING Lord Abbett U.S. Government
· ING JPMorgan Emerging Markets Equity	Securities Portfolio (I Class)
Portfolio (Class I)	· ING Neuberger Berman Partners Portfolio
· ING JPMorgan Small Cap Core Equity	(I Class)
Portfolio (Class I)	· ING Neuberger Berman Regency Portfolio
· ING JPMorgan Value Opportunities Portfolio	(I Class)
(Class I)	· ING Oppenheimer Global Portfolio (I Class)
· ING Julius Baer Foreign Portfolio (Class I)	· ING Oppenheimer Strategic Income Portfolio
· ING Legg Mason Value Portfolio (Class I)	(S Class)
· ING Lifestyle Aggressive Growth Portfolio	· ING PIMCO Total Return Portfolio (I Class)
(Class I)	· ING T. Rowe Price Diversified Mid Cap
· ING LifeStyle Growth Portfolio (Class I)	Growth Portfolio (I Class)
· ING LifeStyle Moderate Growth Portfolio	· ING UBS U.S. Large Cap Equity Portfolio
(Class I)	(I Class)
· ING LifeStyle Moderate Portfolio (Class I)	· ING Van Kampen Comstock Portfolio
· ING Limited Maturity Bond Portfolio	(I Class)
(Class S)	· ING Van Kampen Equity and Income
· ING Liquid Assets Portfolio (Class S)	Portfolio (I Class)
· ING MarketStyle Growth Portfolio (Class I)	· ING VP Balanced Portfolio (Class I)
· ING MarketStyle Moderate Growth Portfolio	· ING VP Intermediate Bond Portfolio
(Class I)	(Class I)
· ING MarketStyle Moderate Portfolio	· ING VP Index Plus LargeCap Portfolio
(Class I)	(Class I)
· ING Marsico Growth Portfolio (Class I)	· ING VP Index Plus MidCap Portfolio
· ING Marsico International Opportunities	(Class I)
Portfolio (Class I)	· ING VP Index Plus SmallCap Portfolio
· ING MFS Total Return Portfolio (Class I)	(Class I)
· ING MFS Utilities Portfolio (Class S)	· ING VP High Yield Bond Portfolio (Class I)
· ING Oppenheimer Main Street Portfolio®	· ING VP Real Estate Portfolio (Class S)
(Class I)	· ING VP SmallCap Opportunities Portfolio
· ING Pioneer Fund Portfolio (Class I)	(Class I)
· ING Pioneer Mid Cap Value Portfolio	· Neuberger Berman AMT Socially
(Class I)	Responsive Portfolio® (Class I)

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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 fees and expenses, 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, fees and 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.

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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 that will invest in funds we find appropriate for policies we issue;
Eliminate subaccounts;
Combine two or more subaccounts;
Close subaccounts. If we close a subaccount, unless you provide us with alternative allocation instructions, all future premiums directed to the subaccount that was closed 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, page 48, 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; or
Make any changes required by the 1940 Act or its rules or regulations.

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.

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The Fixed Account

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	In the policy the
less than 3.00%. Additionally, we guarantee that the interest rate will not change more	“fixed account” is
frequently than every policy anniversary. Interest compounds daily at an effective annual	referred to as the
rate that equals the declared rate. We credit interest to the fixed account on a daily basis.	“Guaranteed
We pay interest regardless of the actual investment performance of our general account.	Interest Division.”
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 Asset Accumulator 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.

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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

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 $100,000 for fully underwritten policies and $50,000 for guaranteed issue policies);
• Your initial death benefit option;
• The death benefit qualification test to apply to your policy; and
• Any riders or optional benefits.

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 (70 for guaranteed issue policies). “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.

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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/registered representative, consider the factors described in the Adjustable Term Insurance Rider section of this prospectus, page 37, 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.

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 65.

After we deduct the premium expense charge from your premium payments, we apply the net 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.

If you have an optional death benefit guarantee, your scheduled premium should not be less than the guarantee period annual premium shown in your policy. See Death Benefit Guarantees, page 36.

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

• We may refuse to accept any premium less than $25;
• You cannot pay additional premiums after age 100;
• 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 that 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 premium expense 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. Unless you have an optional death benefit guarantee, 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 55.

If you have an optional death benefit guarantee, we guarantee that your policy will not lapse during the guarantee period provided your cumulative premium payments minus any partial withdrawals and any outstanding loan amount and accrued loan interest are at least equal to the guarantee period annual premium and your net policy value meets certain diversification requirements. See Death Benefit Guarantees, page 36.

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 that invests in the ING Liquid Assets Portfolio. We later transfer these amounts from this subaccount to the available subaccounts that you have selected, 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.

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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 allocate net premiums to the available subaccounts using your most recent premium allocation instructions specified in percentages stated to the nearest tenth and totaling 100%. If your most recent premium allocation instructions includes a fund that corresponds to a subaccount that is closed to new investment, net premium received that would have been allocated to the subaccount corresponding to the closed fund may be allocated among all the other available subaccounts in which your policy value is allocated, on a proportionate basis. 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 your premium payment(s) may result in y our policy entering the 61 day grace period and/or your policy lapsing without value. See Lapse, page 55.

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 22.

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 $1million, 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.

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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 22.

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.

Premium Expense Charge. We deduct a premium expense charge from each premium payment we receive.

	Premium Expense Charge for	Premium Expense Charge for
Segment	Amounts up to Target	Amounts in Excess of
Year	Premium	Target Premium
1	9.50%	8.50%
2+	8.50%	5.50%

For policies issued in Pennsylvania, the guaranteed maximum premium expense charge is 9.50% of all premium in all years.

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This charge helps offset:

• The expenses we incur in selling the policy;
• The costs of various state and local taxes. We pay state and local taxes in almost all states. These taxes vary in amount from state to state and may vary from jurisdiction to jurisdiction within a state; and
• The cost associated with the federal income tax treatment of our deferred acquisition costs. This cost is determined solely by the amount of life insurance premium 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 $10. 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.

Surrender Charge. We deduct a surrender charge during the first nine segment years when you:

• Surrender your policy;
• Allow your policy to lapse;
• Decrease your base insurance coverage; or
• Take a partial withdrawal which decreases the amount of your base insurance coverage.

The amount of the surrender charge depends on the amount of base insurance coverage surrendered or decreased and the surrender charge rates.

When you purchase a policy or increase your base insurance coverage, we set surrender charge rates based on the gender and age of the insured person. Surrender charges apply for the first nine years of each segment of base insurance coverage. The surrender charge rates increase after the first segment year, remain level during segment years two through five and then decrease uniformly each year to zero at the beginning of the tenth segment year. Each coverage segment will have its own set of surrender charge rates which will apply only to that segment. See Changes in the Amount of Your Insurance Coverage, page 30. The rates that apply to you will be set forth in your policy. See the Tr ansaction Fees and Charges table on page 8 for the minimum and maximum surrender charge rates and the rates for a representative insured person.

For full surrenders, you will receive the surrender value of your policy. For decreases in the amount of base insurance coverage, the surrender charge will reduce your policy value. If there are multiple segments of base insurance coverage, the coverage decreases and surrender charges assessed will be processed on a pro rata basis.

In the early policy years the surrender charge may exceed the policy value because the surrender charge may be more than the cumulative premiums minus policy fees and charges. Therefore, 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.

The surrender charge helps offset the expenses we incur in issuing and distributing the policy.

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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.

Redemption Fees. If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from your policy value.

Periodic Fees and Charges

We deduct the following periodic fees and charges from your policy value 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.

Mortality and Expense Risk Charge. Each month we deduct from your policy value a mortality and expense risk charge based on the amount invested in the subaccounts according to the following rates:

	Percentage of the Amount Invested
Policy Years	in the Variable Account
1 - 5	0.0375% (0.45% on an annual basis)
6 - 10	0.025% (0.30% on an annual basis)
11+	0.00%

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.

Policy Charge. Each month we deduct a policy charge. For policies issued on a guaranteed issue basis this charge is $20 per month during the first ten policy years and $7.50 per month thereafter. For fully underwritten policies this charge is $15 per month during the first ten policy years and $7.50 per month thereafter.

This charge helps compensate us for the costs associated with:

• Processing applications;
• Conducting medical examinations;
• Establishing policy records; and
• Underwriting.

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Administrative Charge. Each month we deduct an administrative charge equal to our current monthly administrative charge rates multiplied by the amount of your base insurance coverage (or total insurance coverage, if greater) divided by 1,000. The rates apply to the first $10 million of coverage and vary based on the insured person’s age at issue. The rates decrease after the tenth policy year. 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 administrative charge rates and the rates for a representative insured person.

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.

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. For fully underwritten policies, we make lower current cost of insurance rates available for total death benefit amounts of $250,000 or more. 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 riders. 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.

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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 37 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. For example, we may expect lower expenses in connection with sales to:

• Certain groups or sponsored arrangements (including our employees, employees of our affiliates, our appointed sales agents and certain family members of each of these groups of individuals);
• Corporate or business policy owners/purchasers (including sales related to a corporate or business policy owner’s election to substitute one insured person who is an employee for another);
• Our policyholders or the policyholders of our affiliated companies; or
• Certain groups or individuals who purchase the policy through investment professionals who charge a fee for their services.

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.

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 that 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 adopt redemption fees to cover the costs associated with 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.

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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, LLC, 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 that 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 that 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 subadvi sory 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 that 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.

The three unaffiliated fund families that currently have funds offered through the policy, ranked according to total dollar amounts they paid to the company or its affiliates in 2006 are as follows: [To be updated by amendment.]

• 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.

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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	You decide the amount of life insurance protection you need, now and in the future.
amount of	Generally, we require a minimum of $100,000 ($50,000 for guaranteed issue policies) of
insurance coverage	total insurance coverage to issue your policy. We may lower this minimum for certain
you select is	group, sponsored or corporate purchasers. The amount of insurance coverage in effect on
referred to as the	your policy date is your initial coverage segment.
“Face Amount.”

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 21.

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.

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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 premium expense charge;
• New cost of insurance charges, guaranteed and current;
• A new incontestability period;
• A new suicide exclusion period;
• A new target premium; and
• A new surrender charge.

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:

• Surrender charges on the amount of the decrease;
• 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 C ontracts, page 58

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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; 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. There is no surrender charge during this period. All other normal consequences of surrender apply. See Surrender, page 54.

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 100th birthday are uncertain. You should consult a qualified tax adviser as to those consequences. See Continuation of a Policy, page 60.

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Death Benefit Qualification Tests

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 either the guideline premium test or the cash value accumulation test.

When you apply for a policy you must choose either the guideline premium test or the cash value accumulation test to make sure your policy complies with the Internal Revenue Code’s definition of “life insurance.” You cannot change this choice once the policy is issued.

Guideline Premium Test. The guideline premium test requires that premium payments do not exceed certain statutory limits and your death benefit is at least equal to your policy value multiplied by a factor defined by law. The guideline premium test provides for a maximum amount of premium in relation to the death benefit and a minimum amount of death benefit in relation to policy value. The factors for the guideline premium test can be found in Appendix A to this prospectus.

Certain changes to a policy that uses the guideline premium test may allow the payment of premium in excess of the statutory limits in order to keep the policy from lapsing. In this circumstance, any such excess premium will be allocated to the fixed account in order for the policy to continue to meet the federal income tax definition of life insurance.

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.

Which Death Benefit Qualification Test to Choose. The guideline premium test limits the amount of premium that may be paid into a policy. If you do not want to pay premiums in excess of the guideline premium test limitations, you should consider the guideline premium test.

The cash value accumulation test does not limit the amount of premium that may be paid into a policy. If you desire to pay premiums in excess of the guideline premium test limitations you should elect the cash value accumulation test. However, any premium that would increase the net amount at risk is subject to evidence of insurability satisfactory to us. Required increases in the death benefit due to growth in policy value will generally be greater under the cash value accumulation test than under the guideline premium test. Required increases in the death benefit will increase the cost of insurance under the policy, thereby reducing the policy value.

In the policy the “guideline premium test” is referred to as the “Guideline Premium/Cash Value Corridor Test.”

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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 32.

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 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 32.

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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 that would include a return of the premium paid, death benefit Option 3 may best meet your needs.

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 37.

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We do not impose a surrender charge if a death benefit option change results in a decrease in the amount of your base insurance coverage. Additionally, we do not adjust the target premium when you change your death benefit option. See Surrender Charge, page 25.

If your death benefit option is changed to Option 1 because you exercised the Overloan Lapse Protection Rider, notwithstanding any other information in this section your insurance coverage following the change will equal your policy value immediately before the change minus the Overloan Lapse Protection Rider charge with the difference multiplied by the appropriate guideline premium test factor described in Appendix A.

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.

Death Benefit Guarantees

The following optional Death Benefit Guarantee Riders may be available and provide that the policy will not lapse even if the net policy value is not enough to pay the periodic fees and charges each month:

• 20-Year/Age 65 Death Benefit Guarantee Rider; and
• Lifetime Death Benefit Guarantee Rider.

If available, these optional rider benefits may be selected only when you apply for the policy. There may be a separate monthly charge for these rider guarantees. See 20-Year/Age 65 Benefit Guarantee Rider, page 40 and Lifetime Death Benefit Guarantee Rider, page 41.

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.

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Optional Rider Benefits

The following riders may have an additional cost, but you may cancel optional riders at any time. Adding or canceling riders may have tax consequences. See Modified Endowment Contracts, page 58.

	In the policy “base
Adjustable Term Insurance Rider. You may increase the amount of your total	insurance
insurance coverage under the policy by adding coverage under the Adjustable Term	coverage” or “base
Insurance Rider. This rider allows you to schedule the pattern of insurance coverage	coverage” is
appropriate for your anticipated needs. As the name suggests, the Adjustable Term	referred to as the
Insurance Rider adjusts over time to maintain your desired level of total coverage.	“Stated Death
	Benefit”; the “total
You specify your amount of total insurance coverage when you apply for this rider. The	insurance
amount of total insurance coverage can be level for the life of your policy or can be	coverage” or “total
scheduled to change at the beginning of a selected policy year(s).	coverage” is
	referred to as the
Generally, the minimum amount of total insurance coverage under a policy is $100,000	“Target Death
($50,000 for guaranteed issue policies).	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.

• 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.

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:

	Amount of	Adjustable Term
Base Death Benefit	Total Insurance Coverage	Insurance Benefit
$201,500	$250,000	$48,500
$202,500	$250,000	$47,500
$202,250	$250,000	$47,750

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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 30.

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 52; and Changes in the Amount of Your Insurance Coverage, page 30.

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 premium expense charges or surrender 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 risk 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 27.

Not all policy features may apply to the Adjustable Term Insurance Rider.

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

• The expiration date of the policy grace period;
• The date the policy is terminated or surrendered;
• The next monthly processing date after we receive your written notice to cancel the rider; or
• The policy anniversary nearest the insured’s 100th birthday.

If this rider terminates, it cannot be reinstated.

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/registered representative, consider the following 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.
Features and Benefits. Certain features and benefits are limited or unavailable if you have Adjustable Term Insurance Rider coverage, including Death Benefit Guarantees.
Compensation. We generally pay more compensation to your agent/registered representative 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 69.

With these factors in mind, you should discuss with your agent/registered representative 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.

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20-Year/Age 65 Death Benefit Guarantee Rider. The 20-Year/Age 65 Death Benefit Guarantee Rider provides a guarantee that your policy and any Adjustable Term Insurance Rider coverage will not lapse for the greater of 20 years or to age 65 provided:

Your cumulative premium payments, minus any partial withdrawals or loans, are at least equal to the sum of the 20 year death benefit guarantee premium payments to the next monthly processing date; and
Your net policy value meets one of the following diversification requirements:
	Your net policy value is allocated to at least five investment options with no more than 35% invested in any one investment option; or
	At least 65% of your net policy value is allocated to one or more of the ING Lifestyle, ING MarketPro (if available) or ING MarketStyle portfolios.

Each month during the guarantee period we deduct a charge for this rider based on a rate that varies depending on the issue age of the insured person. See Optional Rider Fees and Charges table, page 10. The amount of this charge will be determined by dividing the amount of guaranteed coverage by 1,000 and multiplying the result by the rate set forth in your policy. The amount of guaranteed coverage equals the amount of your total insurance coverage minus your policy value.

You should consider the following when deciding whether to add the 20-Year/Age 65 Death Benefit Guarantee Rider to your policy:

• This rider is available for issue ages 25-75;
• You may add this rider only when you apply for the base policy;
• The 20-Year/Age 65 death benefit guarantee period begins on the policy date;
• The minimum premium required to keep this rider in effect will be set forth in your policy and will be based on monthly rates that vary according to the insured person’s gender, risk class and age;
• If your policy benefits change, the minimum premium for this rider will also change;
• Transfers between investment options that are made in response to our notice to you that your policy is not sufficiently diversified will not count as transfers for purposes of any limits or restrictions on transfers that we may impose (see Transfers, page 48).
• This rider covers only your base policy and Adjustable Term Insurance Rider, if any. If your policy and any Adjustable Term Insurance Rider are kept in force because of the guarantee under this rider, coverage under all other riders will terminate;
• This rider may not be available for certain risk classes;
• This rider cannot be added to a policy with death benefit Option 3 or the Lifetime Death Benefit Guarantee Rider;
• You may terminate this rider at any time during the guarantee period upon written notice to us;
• A loan may cause the termination of this guarantee because we deduct your loan amount plus accrued interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the guarantee in effect; and
• Even if this rider terminates, your policy will not necessarily lapse (see Lapse, page 55).

We will notify you if on any monthly processing date you have not paid enough premium to keep this rider in force or your policy is not sufficiently diversified. This notice will show the amount of premium required to maintain this rider benefit and, if applicable, explain the diversification requirement. If we do not receive the required premium payment or you do not adequately diversify your policy within 61 days from the date of our notice, this rider will terminate. If this rider terminates, it cannot be reinstated.

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Lifetime Death Benefit Guarantee Rider. The Lifetime Death Benefit Guarantee Rider provides a guarantee that your policy and any Adjustable Term Insurance Rider will not lapse during your lifetime:

Your cumulative premium payments, minus any partial withdrawals or loans, are at least equal to the sum of the lifetime death benefit guarantee premium payments to the next monthly processing date; and
Your net policy value meets one of the following diversification requirements:
	Your net policy value is allocated to at least five investment options with no more than 35% invested in any one investment option; or
	At least 65% of your net policy value is allocated to one or more of the ING Lifestyle, ING MarketPro (if available) or ING MarketStyle portfolios.

Each month during the guarantee period we deduct a charge for this rider based on a rate that varies depending on the issue age of the insured person. See Optional Rider Fees and Charges table, page 10. The amount of this charge will be determined by dividing the amount of guaranteed coverage by 1,000 and multiplying the result by the rate set forth in your policy. The amount of guaranteed coverage equals the amount of your total insurance coverage minus your policy value.

You should consider the following when deciding whether to add the Lifetime Death Benefit Guarantee Rider to your policy:

• This rider is available for issue ages 25-75;
• You may add this rider only when you apply for the base policy;
• The lifetime death benefit guarantee period begins on the policy date;
• The minimum premium required to keep this rider in effect will be set forth in your policy and will be based on monthly rates that vary according to the insured person’s gender, risk class and age;
• If your policy benefits change, minimum premium for this rider will also change;
• Transfers between investment options that are made in response to our notice to you that your policy is not sufficiently diversified will not count as transfers for purposes of any limits or restrictions on transfers that we may impose (see Transfers, page 48);
• This rider covers only your base policy and Adjustable Term Insurance Rider, if any. If your policy and any Adjustable Term Insurance Rider are kept in force because of this rider, coverage under all other riders will terminate;
• This rider cannot be added to a policy with death benefit Option 3 or the 20-year Death Benefit Guarantee Rider;
• You may terminate this rider at any time during the guarantee period upon written notice to us;
• A loan may cause the termination of this guarantee because we deduct your loan amount plus accrued interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the guarantee in effect; and
• Even if this rider terminates, your policy will not necessarily lapse (see Lapse, page 55).

We will notify you if on any monthly processing date you have not paid enough premium to keep this rider in force or your policy is not sufficiently diversified. This notice will show the amount of premium required to maintain this rider guarantee and, if applicable, explain the diversification requirement. If we do not receive the required premium payment or you do not adequately diversify your policy by the second monthly processing date following the notice, this rider will terminate. If this rider terminates, it cannot be reinstated.

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Waiver of Cost of Insurance Rider. If the insured person becomes totally disabled while your policy is in force, this rider provides that we waive the periodic fees and charges and rider charges during the disability period. The insured person must be no less than age 10 and no more than age 55. 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 cost of this rider is included as part of the monthly cost of insurance charge.

If you add this rider to your policy, you may not add the Waiver of Specified Premium Rider. This rider is not available if your policy is issued based on guaranteed issue underwriting.

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

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

Automatic Rider Benefits

The following rider benefits may come with your policy automatically.

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 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.

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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.

Overloan Lapse Protection Rider. The Overloan Lapse Protection Rider is a benefit which guarantees that your policy will not lapse even if your surrender value or net policy value, as applicable, is not enough to pay the periodic fees and charges when due. This rider may help you avoid tax consequences resulting from your policy lapsing with a loan outstanding. See Distributions Other than Death Benefits, page 42.

You may exercise this rider by written request if all of the following conditions are met:

• You elected to have your policy meet the requirements of the guideline premium test
  (see Death Benefit Qualification Tests, page 33);
• At least 15 years have elapsed since your policy date;
• You are at least age 75;
• Your loan account value is equal to or greater than the amount of your base insurance coverage (or total insurance coverage, if greater);
• Your loan account value less any unearned loan interest does not exceed your policy value less the transaction charge for this rider (see Loan Account Value, page 46; see also Loan Interest, page 47);
• Exercise of this rider does not cause your policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code (see Modified Endowment Contracts, page 58); and
• Exercise of this rider does not cause your policy to violate the statutory premium limits allowed under the guideline premium test (see Guideline Premium Test, page 33.

We will notify you if you meet all of these conditions and explain the consequences of choosing to exercise this rider.

You should consider the following consequences when deciding whether to exercise the Overloan Lapse Protection Rider:

On the monthly processing date on or next following the date we receive your request to exercise this rider:
	We will assess a one time transaction charge. This charge equals 3.50% of your policy value (see Transaction Fees and Charges table, page 8);
	If another death benefit option is in effect, the death benefit option will automatically be changed to death benefit Option 1 (see Death Benefit Options, page 34);
	Amounts allocated to the subaccounts of the variable account will be transferred to the fixed account;
	All other benefit riders will be terminated; and
	The amount of insurance coverage after exercise of this rider will equal your policy value (less the transaction charge) multiplied by the appropriate guideline premium test factor described in Appendix A.

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Insurance coverage under your policy will continue in force, subject to the following limitations and restrictions:
	We will continue to deduct monthly periodic fees and charges (other than the Mortality and Expense Risk charge which will no longer apply);
	You may not make any further premium payments;
	Any unpaid loan interest will be added to your loan account balance;
	You may not make any future transfers from the fixed account to the subaccounts of the variable account;
	You may not add any additional benefits by rider in the future; and
	You may not increase or decrease the amount of insurance coverage, change the death benefit option or make any partial withdrawals.

This rider is available on or after the later of April 30, 2007, or the date the rider is approved in your state. This 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.

	Policy Value
In the policy the
“policy value” is	Your policy value equals the sum of your fixed account, variable account and loan
referred to as the	account values. Your policy value reflects:
“Account Value”;	· The net premium applied to your policy;
the “fixed account	· The fees and charges that we deduct;
value” is referred to	· Any partial withdrawals you take;
as the “Account	· Interest earned on amounts allocated to the fixed account;
Value of the	· The investment performance of the funds underlying the subaccounts of the variable
Guaranteed Interest	account; and
Division”; the	· Interest earned on amounts held in the loan account.
“variable account
value” is referred to	Fixed Account Value
as the “Account
Value of the	Your fixed account value equals the net premium you allocate to the fixed account, plus
Investment Options	interest earned, minus amounts you transfer out or withdraw. It may be reduced by fees
of the Separate	and charges assessed against your policy value. See The Fixed Account, page 19.
Account”; and the
“loan account	Variable Account Value
value” is referred to
as the “Account	Your variable account value equals your policy value attributable to amounts invested in
Value of the Loan	the subaccounts of the variable account.
Division.”
	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.

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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 (including fund redemption fees, if any);
• When you take a partial withdrawal;
• If you surrender your policy; and
• To pay the death benefit proceeds.

To calculate the number of accumulation units purchased or sold we divide the dollar amount of your transaction by the accumulation unit value for the 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 that 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.

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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

In the policy the    “loan account” is  referred to as the  “Loan Division.”	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 46.

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 surrender 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.

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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 that 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 3.75% in policy years one through five and currently 3.00% in all years thereafter. Loans with this reduced interest rate are called preferred loans. 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, less any surrender charges;
• A loan may cause the termination of the death benefit guarantees because we deduct your loan amount plus accrued loan interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the death benefit guarantees in effect;
• 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 58.

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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, limits or charges (including redemption fees) 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 policy owners or third parties acting on behalf of policy owners, such as market timing services, who violate our excessive trading policy. See Limits on Frequent and Disruptive Transfers, page 50.

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 that 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.

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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.

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.

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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.

If you have a death benefit guarantee and you ask for an automatic rebalancing allocation that does not meet the death benefit guarantee diversification requirements, we will notify you and ask you for revised instructions. If you have a death benefit guarantee and you terminate automatic rebalancing, you still must meet the diversification requirements for the guarantee period to continue. See Death Benefit Guarantees, page 36.

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.

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.

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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 el ectronic 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.

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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.

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 surrender 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.

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We charge a partial withdrawal fee of $10 for each partial withdrawal. See Partial Withdrawal Fee, page 25.

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 that you can access, without penalty, through a checkbook feature. See Transaction Processing, page 66.

Effects of a Partial Withdrawal. We will reduce your policy value by the amount of the partial withdrawal plus the partial withdrawal fee. Your policy value may also be reduced by the amount of a surrender charge if you take a partial withdrawal which decreases your base insurance coverage.

A partial withdrawal may also cause the termination of the death benefit guarantee because we deduct the amount of the partial withdrawal from the total premiums paid when calculating whether you have paid sufficient premiums in order to maintain the death benefit guarantee.

The amount of your base insurance coverage is not reduced by the amount of a partial withdrawal when the base death benefit has been increased to qualify your policy as life insurance under the Internal Revenue Code and the amount withdrawn is not greater than that which reduces your policy value to the level which no longer requires that the base death benefit be increased for Internal Revenue Code purposes. Otherwise, depending upon the death benefit option in effect, a partial withdrawal may reduce the amount of your base insurance coverage.

Under death benefit Option 1, a partial withdrawal will reduce the amount of your base insurance coverage by the amount of the partial withdrawal.

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.

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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 $100,000 ($50,000 for guaranteed issue policies).

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 57.

Substitution of the Insured Person

Subject to our standard underwriting rules and certain other conditions, after the first policy year a corporate or business owner may elect to substitute one insured person who is an employee for another. When a corporate or business owner makes this election we will transfer the net policy value of the policy covering the initial insured person to a new policy which covers the substitute insured person. The fees and charges for the new policy will be based on the individual characteristics of the substitute insured person and the policy date of the new policy. Substitution of the insured person is a taxable event and may also, depending on individual circumstances, cause the policy to be classified as a modified endowment contract. See Modified Endowment Contracts, page 58. A corporate policy owner should consult with a qualified tax adviser to determine the particular consequences of electing to substitute one insured person who is an employee for another.

Termination of Coverage

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

Surrender 

In the policy the	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 surrender charge and any outstanding loan amount and accrued loan interest.    You may take your surrender value in other than one payment.
“surrender value” is
referred to as the
“Net Cash
Surrender Value.”

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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.

Unless you request otherwise, we will deposit your surrender value into an interest bearing account that you can access, without penalty, through a checkbook feature. See Transaction Processing, page 66.

If you surrender your policy we may deduct a surrender charge. See Surrender Charge, page 25. Surrender of your policy may have adverse tax consequences. See Distributions Other than Death Benefits, page 58.

Lapse

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

• A death benefit guarantee is in effect;
• 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.

During the early policy years your net policy value may not be enough to cover the periodic fees and charges due each month, and you may need to pay sufficient premium to keep the death benefit guarantee in force. See Premium Payments, page 21.

If your policy lapses, any distribution of policy value may be subject to current taxation.

See Distributions Other than Death Benefits, page 58.

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Reinstatement

Reinstatement means putting a lapsed policy back in force. You may reinstate a lapsed policy and its riders (other than a death benefit guarantee) 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 any riders, you must submit evidence of insurability satisfactory to us and pay a premium large enough to keep the policy and any rider benefits in force during the grace period and for at least two months after reinstatement. When we reinstate your policy, we reinstate the surrender charges for the amount and time remaining when your coverage lapsed. 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 58.

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.

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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.

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 that 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 that are set forth in Section 7702 of the Internal Revenue Code. Specifically, the policy must meet the requirements of either the cash value accumulation test or the guideline premium test.

See Death Benefit Qualification Tests, page 33. If your variable life policy does not satisfy one of these two alternate tests, 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 58.

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 that 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. Accor dingly, 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.

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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 r ulings. 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.

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, policy reinstatement or substitution of the insured person, 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 polic y transaction will cause the policy to be classified as a modified endowment contract.

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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.

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 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; 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 59½; (b) that are attributable to the taxpayer becoming disabled (as defined in the Internal Revenue Code); or (c) that 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 thispenalty 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. However, the tax consequences of such a loan that is outstanding after policy year five are uncertain and a qualified tax adviser should be consulted about such loans. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax.

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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.

Moreover, the tax consequences associated with a preferred loan (loans where the interest rate charged is less than or equal to the interest rate credited) available in the policy are uncertain. Before taking out a policy loan, you should consult a qualified tax adviser as to the tax consequences.

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.

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 42, 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.

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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, annuity or qualified long term care 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.

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.

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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 that cover the life of an individual who is a 20% owner, or an officer, director, or employee of a trade or business.) In addition, in certain instances, a portion of the death benefit payable under an employer-owned contract may be taxable. 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 additional income taxes and possibly penalties later. We will also report to the IRS the amount of any taxable distributions.

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.

ADDITIONAL INFORMATION

General Policy Provisions

Your Policy

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

• Your policy;
• 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.

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

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

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

Guaranteed Issue

We may offer policies on a guaranteed issue basis for certain individuals, groups or sponsored arrangements. We issue these policies up to a preset face amount with reduced evidence of insurability. Guaranteed issue policies carry a different mortality risk compared with policies that are fully underwritten, 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 or 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 can generally be no more than age 85 (age 70 for guaranteed issue policies).

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

Ownership

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

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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. If a beneficiary is a minor, the death benefit proceeds will be held in an interest bearing account until that beneficiary attains the age of majority.

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 60.

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 60.

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 that 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.

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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 that 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 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 55. See also Premium Payments Affect Your Coverage, page 22.

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.

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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 that 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.

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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 50.

Telephone and facsimile privileges may not always be available. Telephone or fax systems, whether yours, your service provider’s or your agent/agent representative’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.

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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 that 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. See Transaction processing, page 66.

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.

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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 26. Subject to regulatory approval, personalized illustrations may be based upon a weighted average rather than an arithmetic averag e 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, 2006, 2005 and 2004, the aggregate amount of underwriting commissions paid to ING America Equities, Inc. was $30,168,287, $35,623,260 and $34,937,360, 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, a percentage of premium we receive for the policy in excess of the target premium amount and, as a trail commission, a percentage of your average net policy value. We pay up to 90% of premium received up to target premium, 3% of premium received in excess of target premium, and 0.10% of the average net policy value beginning in the second policy year. These percentages reflect the amounts we will pay in the first policy year and the percentages may decrease thereafter.

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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.

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 that 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 43%.

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 that 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.

The following list shows the top 25 selling firms that, during 2006, 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: [List to be updated by amendment.]

• NFP Securities, Inc.
• Waterstone Financial Group, Inc.
• ING Financial Partners, Inc.
• Capital Analysts, Incorporated
• Multi-Financial Securities Corporation

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• 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.

Legal Proceedings [To be updated by amendment.]

We are not aware of any pending legal proceedings that 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 that, 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.

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APPENDIX A
Definition of Life Insurance Factors
Guideline Premium Test Factors
Attained		Attained		Attained		Attained		Attained
Age	Factor	Age	Factor	Age	Factor	Age	Factor	Age	Factor
0-40	2.50	48	1.97	56	1.46	64	1.22	72	1.11
41	2.43	49	1.91	57	1.42	65	1.20	73	1.09
42	2.36	50	1.85	58	1.38	66	1.19	74	1.07
43	2.29	51	1.78	59	1.34	67	1.18	75 - 90	1.05
44	2.22	52	1.71	60	1.30	68	1.17	91	1.04
45	2.15	53	1.64	61	1.28	69	1.16	92	1.03
46	2.09	54	1.57	62	1.26	70	1.15	93	1.02
47	2.03	55	1.50	63	1.24	71	1.13	94	1.01
								95 +	1.00

Cash Value Accumulation Test 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

APPENDIX B
[To be updated by amendment.]

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 that 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.

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

B-1

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

B-2

	Investment Adviser/
Fund Name	Subadviser	Investment Objective
ING Lifestyle Moderate Growth	Investment Adviser:	Seeks growth of capital and a low to
Portfolio (Class I)	ING Investments, LLC	moderate level of current income.
	Subadviser:
	Ibbotson Associates and ING
	Investment Management Co.
ING Lifestyle Moderate Portfolio	Investment Adviser:	Seeks growth of capital and current
(Class I)	ING Investments, LLC	income.
	Subadviser:
	Ibbotson Associates and ING
	Investment Management Co.
ING Limited Maturity Bond	Investment Adviser:	Seeks highest current income consistent
Portfolio (Class S)	Directed Services, LLC	with low risk to principal and liquidity
	Subadviser:	and secondarily, seeks to enhance its
	ING Investment Management Co.	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	Investment Adviser:	Seeks high level of current income
(Class S)	Directed Services, LLC	consistent with the preservation of
	Subadviser:	capital and liquidity. Invests in a
	ING Investment Management Co.	portfolio of high-quality, U.S. dollar
		denominated short-term debt securities
		that are determined by the Subadviser
		to present minimal credit risks.
ING MarketStyle Growth	Investment Adviser:	Seeks growth of capital and some
Portfolio (Class I)	ING Investments, LLC	current income.
	Subadviser:
	ING Investment Management Co.
ING MarketStyle Moderate	Investment Adviser:	Seeks growth of capital and low to
Growth Portfolio (Class I)	ING Investments, LLC	moderate level of current income.
	Subadviser:
	ING Investment Management Co.
ING MarketStyle Moderate	Investment Adviser:	Seeks growth of capital and current
Portfolio (Class I)	ING Investments, LLC	income.
	Subadviser:
	ING Investment Management Co.
ING Marsico Growth Portfolio	Investment Adviser:	Seeks capital appreciation.
(Class I)	Directed Services, LLC
	Subadviser:
	Marsico Capital Management, LLC
ING Marsico International	Investment Adviser:	Seeks long-term growth of capital.
Opportunities Portfolio (Class I)	Directed Services, LLC
	Subadviser:
	Marsico Capital Management, LLC

B-3

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

B-4

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

B-5

	Investment Adviser/
Fund Name	Subadviser	Investment Objective
ING Oppenheimer Global	Investment Adviser:	Seeks capital appreciation.
Portfolio (Initial Class)	Directed Services, LLC
	Subadviser:
	OppenheimerFunds, Inc.
ING Oppenheimer Strategic	Investment Adviser:	Seeks a high level of current income
Income Portfolio (Service Class)	Directed Services, LLC	principally derived from interest on
	Subadviser:	debt securities.
	OppenheimerFunds, Inc.
ING PIMCO Total Return Portfolio	Investment Adviser:	Seeks maximum total return, consistent
(Initial Class)	Directed Services, LLC	with capital preservation and prudent
	Subadviser:	investment management.
	Pacific Investment Management
	Company LLC
ING T. Rowe Price Diversified Mid	Investment Adviser:	Seeks long-term capital appreciation.
Cap Growth Portfolio (Initial Class)	Directed Services, LLC
	Subadviser:
	T. Rowe Price Associates, Inc.
ING UBS U.S. Large Cap Equity	Investment Adviser:	Seeks long-term growth of capital and
Portfolio (Initial Class)	Directed Services, LLC	future income.
	Subadviser:
	UBS Global Asset Management
	(Americas) Inc.
ING Van Kampen Comstock	Investment Adviser:	Seeks growth and income.
Portfolio (Initial Class)	Directed Services, LLC
	Subadviser:
	Morgan Stanley Investment
	Management, Inc. (d/b/a Van Kampen)
ING Van Kampen Equity and	Investment Adviser:	Seeks total return, consisting of long-
Income Portfolio (Initial Class)	Directed Services, LLC	term capital appreciation and current
	Subadviser:	income.
	Morgan Stanley Investment
	Management, Inc. (d/b/a Van Kampen)
ING VP Balanced Portfolio	Investment Adviser:	Seeks to maximize investment return,
(Class I)	ING Investments, LLC	consistent with reasonable safety of
	Subadviser:	principal, by investing in a diversified
	ING Investment Management Co.	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

	Investment Adviser/
Fund Name	Subadviser	Investment Objective
ING VP Intermediate Bond	Investment Adviser:	Seeks to maximize total return
Portfolio (Class I)	ING Investments, LLC	consistent with reasonable risk, through
	Subadviser:	investment in a diversified portfolio
	ING Investment Management Co.	consisting primarily of debt securities.
ING VP Index Plus LargeCap	Investment Adviser:	Seeks to outperform the total return
Portfolio (Class I)	ING Investments, LLC	performance of the Standard & Poor’s
	Subadviser:	500 Composite Index (S&P 500), while
	ING Investment Management Co.	maintaining a market level of risk.
ING VP Index Plus MidCap	Investment Adviser:	Seeks to outperform the total return
Portfolio (Class I)	ING Investments, LLC	performance of the Standard & Poor’s
	Subadviser:	MidCap 400 Index (S&P 400) while
	ING Investment Management Co.	maintaining a market level of risk.
ING VP Index Plus SmallCap	Investment Adviser:	Seeks to outperform the total return
Portfolio (Class I)	ING Investments, LLC	performance of the Standard & Poor’s
	Subadviser:	Small Cap 600 Index (S&P 600) while
	ING Investment Management Co.	maintaining a market level of risk.
ING VP High Yield Bond	Investment Adviser:	Seeks to provide investors with a high
Portfolio (Class I)	ING Investments, LLC	level of current income and total return.
	Subadviser:
	ING Investment Management Co.
ING VP Real Estate Portfolio	Investment Adviser:	A non-diversified portfolio that seeks
(Class S)	ING Investments, LLC	total return.
	Subadviser:
	Clarion Real Estate Securities, L.P.
ING VP SmallCap Opportunities	Investment Adviser:	Seeks long-term capital appreciation.
Portfolio (Class I)	ING Investments, LLC
	Subadviser:
	ING Investment Management Co.
Neuberger Berman AMT	Investment Adviser:	Seeks long-term growth of capital
Socially Responsive Portfolio®	Neuberger Berman Management, Inc.	by investing primarily in securities of
(Class I)	Subadviser:	companies that meet the Fund’s
	Neuberger Berman, LLC	financial criteria and social policy.

B-7

APPENDIX C

INFORMATION REGARDING CLOSED SUBACCOUNTS

Effective April 28, 2006, the subaccounts that invest in the following funds were closed to new investment:

• AIM V.I. Core Equity Fund (Series I)
• Fidelity^® VIP Investment Grade Bond Portfolio (Initial Class)
• ING BlackRock Large Cap Value Portfolio (Class I) ¹
• ING FMR^SM Mid Cap Growth Portfolio (Class I) ²
• ING Lord Abbett Affiliated Portfolio (Class I)
• ING Van Kampen Capital Growth Portfolio (Class I) ³
• ING American Century Large Company Value Portfolio (Initial Class)
• ING American Century Small-Mid Cap Value Portfolio (Initial Class)
• ING Fundamental Research Portfolio (Initial Class)
• ING Legg Mason Partners 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

Effective April 30, 2007, the subaccount which invests in the following fund was closed to new investment:

• ING MarketPro Portfolio (Class I)

Policy owners who have policy value allocated to one or more of the subaccounts that 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 that corresponds to one of these funds, premium received that 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 available 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 55.

1	Prior to November 6, 2006, this fund was known as the ING Mercury Large Cap Value Portfolio.
2	Prior to August 7, 2006, this fund was known as the ING MFS Mid Cap Growth Portfolio.
3	Prior to April 30, 2007, this fund was known as the ING Van Kampen Equity Growth Portfolio.

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 26.

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
www.ingservicecenter.com

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 202-551-8090. 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 333-117329.

1940 Act File No. 811-08292
1933 Act file No. 333-117329

ASSET ACCUMULATOR

A FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
issued by
Security Life of Denver Insurance Company
and its
Security Life Separate Account L1

M Funds Supplement Dated April 30, 2007, to the Prospectus Dated April 30, 2007

This Supplement adds certain information to your Prospectus, dated April 30, 2007. Please read it carefully and keep
it with your Prospectus for future reference.
______________________________________________________________________

Investment Portfolios. Four additional funds are currently available through your policy: Brandes International Equity Fund; Business Opportunity Value Fund; Frontier Capital Appreciation Fund; and Turner Core Growth Fund. For a more complete description of these funds' investments, risks, costs and expenses, please see the accompanying prospectus for each fund.

Your policy's prospectus and the fund prospectuses can be requested by calling our Customer Service Center toll-free at 1-877-253-5050. These prospectuses contain information about your policy's investment options and the various fund fees and charges. Please read your policy's prospectus and the fund prospectuses carefully before investing.

* * * * * * * * * * * * * * * * *

The following information is added to the “Funds Available Through the Variable Account” section beginning on page 16 of the prospectus:

• M Fund, Inc. Brandes International Equity Fund
• M Fund, Inc. Business Opportunity Value Fund
• M Fund, Inc. Frontier Capital Appreciation Fund
• M Fund, Inc. Turner Core Growth Fund

* * * * * * * * * * * * * * * * *

142344  Page 1 of 2  April 2007  

The following information is added to Appendix B of the prospectus: [To be updated by amendment.]

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

142344  Page 2 of 2  April 2007  

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION 

SECURITY LIFE SEPARATE ACCOUNT L1
OF
SECURITY LIFE OF DENVER INSURANCE COMPANY

ASSET ACCUMULATOR
Variable Universal Life Insurance Policy

Statement of Additional Information dated April 30, 2007.

This Statement of Additional Information is not a prospectus and should be read in conjunction with the current Asset Accumulator prospectus dated April 30, 2007. The policy offered in connection with the prospectus is a flexible premium variable universal life insurance policy funded through the Security Life Separate Account L1.

A free prospectus is available upon request by contacting the Security Life of Denver Insurance Company’s Customer Service Center at P.O. Box 5065, Minot, ND 58702-5065, by calling 1-877-253-5050 or by accessing the SEC’s web site at http://www.sec.gov.

Read the prospectus before you invest. Unless otherwise indicated, terms used in this Statement of Additional Information shall have the same meaning as in the prospectus.

TABLE OF CONTENTS

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

GENERAL INFORMATION AND HISTORY

Security Life of Denver Insurance Company (the “company,” “we,” “us,” “our”) issues the policy described in the prospectus and is responsible for providing each policy’s insurance benefits. We are a stock life insurance company organized in 1929 and incorporated under the laws of the State of Colorado and an indirect, wholly owned subsidiary of ING Groep N.V. (“ING”), a global financial institution active in the fields of insurance, banking and asset management. ING is headquartered in Amsterdam, The Netherlands. We are engaged in the business of issuing insurance policies. Our headquarters is at 1290 Broadway, Denver, Colorado 80203-5699.

We established the Security Life Separate Account L1 (the “variable account”) on November 3, 1993, as one of our separate accounts under the laws of the State of Colorado for the purpose of funding variable life insurance policies issued by us. The variable account is registered with the Securities and Exchange Commission (“SEC”) as a unit investment trust under the Investment Company Act of 1940, as amended. Premium payments may be allocated to one or more of the available sub-accounts of the variable account. Each sub-account invests in shares of a corresponding fund at net asset value. We may make additions to, deletions from or substitutions of available funds as permitted by law and subject to the conditions of the policy.

Other than the policy owner fees and charges described in the prospectus, all expenses incurred in the operations of the variable account are borne by the company. We do, however, receive compensation for certain recordkeeping, administration or other services from the funds or affiliates of the funds available through the policies. See “Fees and Charges” in the prospectus.

The company maintains custody of the assets of the variable account. As custodian, the company holds cash balances for the variable account pending investment in the funds or distribution. The funds in whose shares the assets of the sub-accounts of the variable account are invested each have custodians, as discussed in the respective fund prospectuses.

PERFORMANCE REPORTING AND ADVERTISING

Information regarding the past, or historical, performance of the sub-accounts of the variable account and the funds available for investment through the sub-accounts of the variable account may appear in advertisements, sales literature or reports to policy owners or prospective purchasers. SUCH PERFORMANCE INFORMATION FOR THE SUB-ACCOUNTS WILL REFLECT THE DEDUCTION OF ALL FUND FEES AND CHARGES, INCLUDING INVESTMENT MANAGEMENT FEES, DISTRIBUTION (12B-1) FEES AND OTHER EXPENSES BUT WILL NOT REFLECT DEDUCTIONS FOR ANY POLICY FEES AND CHARGES. IF THE POLICY’S PREMIUM EXPENSE, COST OF INSURANCE, MORTALITY AND EXPENSE RISK, POLICY AND ADMINISTRATIVE CHARGES AND THE OTHER TRANSACTION, PERIODIC OR OPTIONAL BENEFITS FEES AND CHARGES WERE DEDUCTED, THE PERFORMANCE SHOWN WOULD BE SIGNIFICANTLY LOWER.

With respect to performance reporting it is important to remember that past performance does not guarantee future results. Current performance may be higher or lower than the performance shown and actual investment returns and principal values will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost.

2

Performance history of the sub-accounts of the variable account and the corresponding funds is measured by comparing the value at the beginning of the period to the value at the end of the period. Performance is usually calculated for periods of one month, three months, year-to-date, one year, three years, five years, ten years (if the fund has been in existence for these periods) and since the inception date of the fund (if the fund has been in existence for less than ten years). We may provide performance information showing average annual total returns for periods prior to the date a sub-account commenced operation. We will calculate such performance information based on the assumption that the sub-accounts were in existence for the same periods as those indicated for the funds, with the level of charges at the variable account level that were in effect at the inception of the sub-accounts. Performance information will be specific to the class of fund shares offered through the policy, however, for periods prior to the date a class of fund shares commenced operations, performance information may be based on a different class of shares of the same fund. In this case, performance for the periods prior to the date a class of fund shares commenced operations will be adjusted by the fund fees and expenses associated with the class of fund shares offered through the policy.

We may compare performance of the sub-accounts and/or the funds as reported from time to time in advertisements and sales literature to other variable life insurance issuers in general; to the performance of particular types of variable life insurance policies investing in mutual funds; or to investment series of mutual funds with investment objectives similar to each of the sub-accounts, whose performance is reported by Lipper Analytical Services, Inc. (“Lipper”) and Morningstar. Inc. (“Morningstar”) or reported by other series, companies, individuals or other industry or financial publications of general interest, such as Forbes, Money, The Wall Street Journal, Business Week, Barron’s, Kiplinger’s and Fortune. Lipper and Morningstar are independent services that monitor and rank the performances of variable life insurance issuers in each of the major categories of investment objectives on an industry-wide basis.

Lipper’s and Morningstar’s rankings include variable annuity issuers as well as variable life insurance issuers. The performance analysis prepared by Lipper and Morningstar ranks such issuers on the basis of total return, assuming reinvestment of distributions, but does not take sales charges, redemption fees or certain expense deductions at the separate account level into consideration. We may also compare the performance of each sub-account in advertising and sales literature to the Standard & Poor’s Index of 500 common stocks and the Dow Jones Industrials, which are widely used measures of stock market performance. We may also compare the performance of each sub-account to other widely recognized indices. Unmanaged indices may assume the reinvestment of dividends, but typically do not reflect any “deduction” for the expense of operating or managing an investment portfolio.

To help you better understand how your policy’s death benefits, policy value and surrender value will vary over time under different sets of assumptions, we encourage you to obtain a personalized illustration. Personalized illustrations will assume deductions for fund expenses and policy and variable account charges. We will base these illustrations on the age and risk classification of the insured person and other factors such as the amount of insurance coverage, death benefit option, premiums and rates of return (within limits) you specify. These personalized illustrations will be based on either a hypothetical investment return of the funds of 0% and other percentages not to exceed 12% or on the actual historical experience of the funds as if the sub-accounts had been in existence and a policy issued for the same periods as those indicated for the funds. Subject to regulatory approval, personalized illustrations may be based upon a weighted average of fund expenses rather than an arithmetic average. A personalized illustration is available upon request by contacting our Customer Service Center at P.O. Box 5065, Minot, ND 58702-5065 or by calling 1-877-253-5050.

3

EXPERTS
[To be updated by amendment.]

The statements of assets and liabilities of Security Life Separate Account L1 as of December 31, 2006 and the related statements of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, and the statutory-basis financial statements of Security Life of Denver Insurance Company as of December 31, 2006 and 2005, and for the years then ended, included in this Statement of Additional Information, have been audited by
_______________________, independent registered public accounting firm, as set forth in their reports thereon included elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

FINANCIAL STATEMENTS
[To be updated by amendment.]

The financial statements of the variable account reflect the operations of the variable account as of and for the year ended December 31, 2006, and have been audited by
____________________, independent registered public accounting firm.

The statutory-basis financial statements of the company as of December 31, 2006 and 2005, and for the years then ended have been audited by Ernst & Young LLP, independent registered public accounting firm. The financial statements of the company should be distinguished from the financial statements of the variable account and should be considered only as bearing upon the ability of the company to meet its obligations under the policies. They should not be considered as bearing on the investment performance of the assets held in the variable account. The statutory-basis financial statements of the company as of December 31, 2006 and 2005, and for the years then ended have been prepared on the basis of statutory accounting practices prescribed or permitted by the State of Colorado Division of Insurance.

The primary business address of ________________________ is _______________________________________.

[Financial Statements will be added by amendment.]

4

333-117329  April 2007  

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)	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.)
	(3)	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.)
	(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)	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.)
	(8)	Broker/Dealer Supervisory and Selling Agreement for Variable Contracts with Paine Webber
		Incorporated. (Incorporated herein by reference to Post-Effective Amendment No. 4 to the Form S-6
		Registration Statement of Security Life of Denver Insurance Company and its Security Life Separate
		Account L1, filed on April 30, 1997; File No. 33-88148.)
	(9)	Compensation Schedule. (Incorporated herein by reference to the Post-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 April 10, 2002; File No. 333-50278.)
	(10)	Commission Schedule for Policies. (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.)
	(11)	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.)
	(12)	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.)

	(13)	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.)
(d)	(1)	Specimen Variable Universal Life Insurance Policy (Form No. (2514(VUL)-9/04). (Incorporated by
		reference to Initial Registration Statement on Form N-6, File No. 333-117329, as filed on July 1, 2004.)
	(2)	Adjustable Term Insurance Rider (Form No. R2026-9/04). (Incorporated by reference to Initial
		Registration Statement on Form N-6, File No. 333-117329, as filed on July 1, 2004.)
	(3)	Waiver of Cost of Insurance Rider (Form No. R-1505). (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.)
	(4)	Waiver of Specified Premium Total Disability Rider (Form No. R-1506). (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)	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.)
	(6)	Guaranteed Death Benefit Rider (Form No. R2025-4/04). (Incorporated by reference to Initial
		Registration Statement on Form N-6, File No. 333-117329, as filed on July 1, 2004.)
(e)	(1)	Specimen Variable Life Insurance Application (Form No. Q-2006-9/97). (To be used on or before May
		1, 1998.) (Incorporated herein by reference to the 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.)
	(2)	Variable Life Application Insert. (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.)
	(3)	Investment Feature Selection Form (Form No. V-166-00 Rev. 5/1/03). (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.)
	(4)	Investment Feature Selection Form (Form No. V-175-01 Rev. 5/1/03). (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.)
	(5)	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.)
	(6)	Form of Overloan Lapse Protection Rider
(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)	(a)	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.)
		(b)	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.)
		(c)	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.)
		(d)	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.)
		(e)	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.)
		(f)	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.)
		(g)	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.)
		(h)	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.)
		(i)	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.)
	(2)	(a)	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.)

	(b)	First 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 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.)
	(c)	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.)
	(d)	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.)
	(e)	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.)
(3)	(a)	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.)
	(b)	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.)
(4)	(a)	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.)
	(b)	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.)
	(c)	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.)
	(d)	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.)
	(e)	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.)

(f)	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.)
(g)	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.)
(h)	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.)
(i)	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.)
(j)	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.)
(k)	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.)
(l)	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.)
(m)	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.)
(n)	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.)
(o)	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.)
(p)	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.)

(q)	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.)
(r)	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.)
(s)	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.)
(t)	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.)
(u)	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.)
(v)	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.)
(w)	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.)
(x)	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.)
(y)	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.)
(z)	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.)
(aa)	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.)

	(bb)	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.)
(5)	(a)	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.)
(6)	(a)	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.)
	(b)	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.)
	(c)	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.)
	(d)	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.)
(7)	(a)	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.)
(8)	(a)	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.)
	(b)	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.)
	(c)	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,
		dated November 1, 2004. (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.)
	(d)	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,
		dated April 29, 2005. (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.)
	(e)	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,
		dated August 31, 2005. (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.)

(f)	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, dated April 28, 2006. (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.)
(g)	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,
	dated November 1, 2004. (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.)
(h)	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.)
(9) (a)	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.)
(b)	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.)
(c)	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.)
(d)	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.)
(e)	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.)
(10) (a)	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.)
(b)	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.)
(c)	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.)
(d)	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.)

(e)	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.)
(f)	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.)
(g)	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.)
(h)	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.)
(i)	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.)
(j)	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.)
(11) (a)	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.)
(b)	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.)
(c)	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.)
(d)	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.)
(12) (a)	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.)
(b)	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.)
(c)	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.)

(d)	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.)
(13) (a)	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.)
(b)	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.)
(c)	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.)
(d)	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.)
(14) (a)	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) (a)	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.)
(b)	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.)
(16) (a)	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.)
(b)	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.)
(c)	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.)
(d)	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.)

(i)	Not Applicable.
(j)	Not Applicable.
(k)	Opinion and Consent of Counsel. [To be added by amendment.]
(l)	Not Applicable.
(m)	Not Applicable.
(n)	Consent of Independent Registered Public Accounting Firm. [To be added by amendment.]
(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.

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,		President
Atlanta, GA 30327
Thomas J. McInerney, 151 Farmington Avenue,		Director and Chairman
Hartford, CT 06156
David A. Wheat, 5780 Powers Ferry Road, NW,		Director, Executive Vice President and Chief Financial
Atlanta, GA 30327		Officer
Robert W. Crispin, 230 Park Ave 13th Floor, New York, NY		Director
10169
Kathleen A. Murphy, 151 Farmington Avenue, Hartford,		Director
CT 06156
Catherine H. Smith, 151 Farmington Avenue, Hartford,		Director and Senior Vice President
CT 06156
Boyd G. Combs, 5780 Powers Ferry Road, NW, Atlanta,		Senior Vice President, Tax
GA 30327
James R. Gelder, 20 Washington Avenue South,		Senior Vice President
Minneapolis, MN 55401
David S. Pendergrass, 5780 Powers Ferry Road, NW,		Senior Vice President and Treasurer
Atlanta, GA 30327
Steven T. Pierson, 5780 Powers Ferry Road, NW,		Senior Vice President and Chief Accounting Officer
Atlanta, GA 30327
Stephen J. Preston, 1475 Dunwoody Drive, West		Senior Vice President
Chester, PA 19380
Harry N. Stout, 1475 Dunwoody Drive, West Chester,		Senior Vice President
PA 19380
Carol S. Stern, 601 13th Street NW, Suite 550 N,		Vice President and Chief Compliance Officer
Washington DC 20005.
Kimberly M. Curley, 1290 Broadway, Denver, CO		Vice President and Illustration Actuary
80203
Beth G. Shanker, 1290 Broadway, Denver, CO 80203		Vice President, Compliance
Pamela S. Anson, 2001 21st Avenue NW, Minot, ND		Vice President
58703
Chad M. Eslinger, 2001 21st Avenue NW, Minot, ND		Vice President
58703
Deborah C. Hancock, 1290 Broadway, Denver, CO		Vice President
80203
Laurie J. Rasanen, 2001 21st Avenue NW, Minot, ND		Vice President
58703
Laurie M. Tillinghast, 151 Farmington Avenue,		Vice President
Hartford, CT 06156
Joy M. Benner, 20 Washington Avenue South,		Secretary
Minneapolis, MN 55401
Item 28	Persons Controlled by or Under Common Control with the Depositor or the Registrant
	ING GROEP
	U.S. FINANCIAL SERVICES
		ING GROEP N.V. (The Netherlands)
		No FEIN-Non-Insurer
		ING VERZEKERINGEN N.V. (The Netherlands)
		No FEIN Non-Insurer
	ING INSURANCE INTERNATIONAL B.V. (The Netherlands)
		No FEIN Non-Insurer EIN# 98-0159264
ING AMERICA INSURANCE HOLDINGS, INC.		Nederlandse Reassurantie	8
(Delaware) Non-Insurer 52-1222820		Groep N.V. (The Netherlands)
		No FEIN Non-Insurer

	ING North America Insurance Corporation	NRG America Holding Company
	Non-Insurer (Delaware) 52-1317217	(Delaware) 23-2074221 Non-Insurer
	ING Payroll Management, Inc.	Philadelphia Reinsurance Corporation
	Non-Insurer (Delaware) 52-2197204	(Pennsylvania) 23-1620930 (Insurer)
		NAIC# 12319
	ING Risk Management (Bermuda) Limited Non-Insurer	NRG America Management Corporation
	Non-US Taxpayer - No FEIN Assigned	(Pennsylvania) 23-1667532 Non-Insurer
	Lion II Custom Investments LLC (Delaware)
	Non-Insurer 52-1222820
12/31/06 Final (2)	Lion Connecticut Holdings Inc.
	(Connecticut) Non-Insurer 02-0488491
	Arrowhead, Ltd. (Non-Insurer)
	(Bermuda)
Page 1	ING Brokers Network, LLC (Delaware)
	Non-Insurer 52-2215129
	ING Insurance Agency, Inc.
	(California) Non-Insurer 84-1490645
	ING Insurance Agency, Inc. of
	Massachusetts Non-Insurer 04-3514565
	ING Insurance Agency, Inc. of Texas
	Non-Insurer 74-2946531
	Multi-Financial Group, LLC
	Non - Insurer 58-1827264 (Georgia)
	IFG Insurance Agency of Oklahoma, Inc.		1
	Non-Insurer (Oklahoma) 73-1514662
	IFG Insurance Services of Texas, Inc.		1
	Non-Insurer (Texas) 75-2473468
	Multi-Financial Securities Corporation
	(Colorado) Non-Insurer 84-0858799
	MFSC Insurance Agency of Massachusetts,
	Inc. (Massachusetts) Non-Insurer 04-3311732
	MFSC Insurance Services, Inc.
	Non-Insurer (California) 94-3145434
	MFSC Insurance Agency of Nevada,
	Inc. (Nevada) Non-Insurer 84-1482296
	IB Holdings LLC Non-Insurer
	(Virginia) 41-1983894
	The New Providence Ins. Co. LTD
	(Cayman Islands) Non-Insurer 98-0161114
	ING Capital Corporation, LLC
	(Delaware) Non-Insurer 86-1020892
	ING Funds Services, LLC
	(Delaware) Non-Insurer 86-1020893
	ING Funds Distributor, LLC
	(Delaware) Non-Insurer 03-0485744
	ING Pilgrim Funding, Inc.
(Delaware) Non-Insurer 06-1501895
	ING Investments, LLC
	(Arizona) Non-Insurer 03-0402099
	ING Financial Partners, Inc.
	(Minnesota) Non-Insurer 41-0945505
12/31/06 Final (2)	ING International Insurance Holdings, Inc.
	Non-Insurer (Connecticut) 06-1028458
	ALICA Holdings, Inc. Non-Insurer	3
	20-5299942 (Connecticut)
Page 2	ILICA Inc.	4
	06-1067464 (Connecticut) Insurer
ING Life Insurance Company Limited
	(Republic of China) Insurer
	ING International Nominee Holdings, Inc.
	06-0952776 (Connecticut) Non-Insurer
	AII I, LLC
	Non-Insurer (Connecticut) No tax id
	AII 2 LLC
	Non-Insurer (Connecticut) No tax id

	AII 3 LLC
	Non-Insurer (Connecticut) No tax id
	AII 4 LLC
	Non-Insurer (Connecticut) No tax id
	ING Investment Management LLC (Delaware)
	Non-Insurer 58-2361003
	ING Investment Management Co.
	(Connecticut) Non-Insurer 06-0888148
	ING Investment Management
	(Bermuda) Holdings Limited Non-Insurer
	ING Investment Trust Co.
	Non-Insurer (Connecticut) 06-1440627
	ING Investment Management Alternative Assets LLC
	Non Insurer (Delaware) 13-4038444
	ING Alternative Asset Management LLC
	Non -Insurer (Delaware) 13-3863170
	Furman Selz Investments LLC
	Non-Insurer (Delaware) 13-3863171
	Furman Selz (SBIC) Investments LLC
	Non-Insurer (Delaware) 13-3863604
	Furman Selz Investment II LLC	5
	Non-Insurer (Delaware) 13-3929304
12/31/06 Final (2)	Furman Selz Investments III LLC	6
	Non-Insurer (Delaware) 13-4127836

	Furman Selz Management (BVI) Limited
	Non-Insurer (British Virgin Islands)
	ING Equity Holdings Inc.
	Non-Insurer 13-3778184
Page 3	ING Ghent Asset Management LLC
	Non-Insurer 13-4003969
	ING Investment Management Services LLC
	Non-Insurer 13-3856628
	ING Multi-Strategies (LUX) S.A.
	Non-Insurer (Luxembourg)
	ING Pomona Holdings LLC
	Non-Insurer 13-4152011
	Pomona G. P. Holdings LLC
	Non-Insurer (Delaware) 13-4150600
	Pomona Management LLC
	Non-Insurer (Delaware) 13-4197000
ING Life Insurance and Annuity Company
	(Connecticut) Insurer 71-0294708 NAIC 86509
	Directed Services LLC
	(Delaware) Non-Insurer 14-1984144
	ING Financial Advisers, LLC
	(Delaware) Non-Insurer 06-1375177
	Northfield Windsor LLC
	(Connecticut) Non-Insurer 71-0294708
	ING National Trust Non-Insurer
	41-1966125
	ING Re Underwriters, Inc.
	(Tennessee) Non-Insurer 62-1505070
	ING Retail Holding Company, Inc.
(Connecticut) Non-Insurer 06-1527984
	ING Insurance Services Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1475329
	ING Insurance Services, Inc.
	(Connecticut) Non-Insurer 06-1465377
	ING Insurance Services of Alabama, Inc.
	(Alabama) Non-Insurer 72-1374488
	Aetna Insurance Agency of Texas, Inc.	1
	(Texas) Non-Insurer 74-2817537
	ING Insurance Services of Massachusetts, Inc.
	(Massachusetts) Non-Insurer 04-3370454
12/31/06 Final (2)	FNI International, Inc.
	(California) Non-Insurer 33-0048439

	Financial Network Investment Corporation
	Honolulu, Inc. (Hawaii) Non-Insurer 52-2195734
	FN Insurance Services, Inc.
	(California) Non-Insurer 33-0232417
Page 4	FN Insurance Services HI, Inc.
	(Hawaii) Non-Insurer 91-2041262
	FN Insurance Agency of New Jersey, Inc.
	(New Jersey) Non-Insurer 22-3693416
	FN Insurance Services of Nevada, Inc.
	(Nevada) Non-Insurer 88-0319907
	FN Insurance Agency of Kansas, Inc.
	(Kansas) Non-Insurer 43-1878293
	Financial Network Investment Corporation
	Non-Insurer (California) 95-3845382
		Financial Network Investment Corporation
		of Hawaii (Hawaii) Non-Insurer 99-0298275
	Financial Network Investment Corporation
	of Hilo (Hawaii) Non-Insurer 99-0335018
	Financial Network Investment Corporation
	of Kauai (Hawaii) Non-Insurer 99-0335020
	Financial Network Investment Corporation
	of Puerto Rico (Puerto Rico) Non-Insurer 52-2173808
	ING Services Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1527982
	Systematized Benefits Administrators, Inc.
	(Connecticut) Non-Insurer 06-0889923
	ING USA Annuity and Life Insurance Company (Iowa)
	Insurer NAIC #80942 41-0991508
	Draft Funding II LLC
	(Delaware) Non-Insurer
	PFP Holdings, L.P. (Georgia)	2
	Non-Insurer 58-1665825
	Powers Ferry Properties Investments, Inc.
	(Delaware) Non-Insurer
	PrimeVest Financial Services, Inc.
	(Minnesota) Non-Insurer 41-1483314
	Bancnorth Investment Group, Inc.
	(Minnesota) Non-Insurer 41-1735462
	Branson Insurance Agency, Inc.
	(Massachusetts) Non-Insurer 04-3116141
	Compulife, Inc. Non-Insurer
	(Virginia) 54-1252522
12/31/06 Final (2)		Compulife Agency, Inc.
		Non-Insurer (Ohio) 34-1689987
		Compulife Insurance Agency of Massachusetts,
		Inc. (Massachusetts) 54-2004346 Non-Insurer
	Compulife Investor Services, Inc.
	Non-Insurer (Virginia) 54-1439322
Page 5	Guaranty Brokerage Services, Inc.
	(California) Non-Insurer 68-0165121
	PrimeVest Insurance Agency of Alabama, Inc.
	(Alabama) Non-Insurer 41-1786871
	Primevest Insurance Agency of Nevada, Inc.
	(Nevada) Non-Insurer 61-1426263
	PrimeVest Insurance Agency of New Mexico, Inc.
	(New Mexico) Non-Insurer 85-0422391
	PrimeVest Insurance Agency of Ohio, Inc.
	(Ohio) Non-Insurer 31-1388789
	PrimeVest Insurance Agency of Oklahoma, Inc.		1
	(Oklahoma) Non-Insurer 73-1455177
	PrimeVest Insurance Agency of Texas, Inc.		1
	(Texas) Non-Insurer 74-2703790
	PrimeVest Insurance Agency of Wyoming, Inc.
	(Wyoming) Non-Insurer 41-1996927
	ReliaStar Investment Research, Inc.

	(Minnesota) Non-Insurer 41-1412933
ReliaStar Life Insurance Company Insurer
	(Minnesota) 41-0451140 NAIC 67105
	ING Re (UK) Limited
	(United Kingdom) Insurer
	NWNL Benefits, LLC Non-Insurer
	(Minnesota) 41-2022146
	ReliaStar Life Insurance Company of New York
	(New York) Insurer 53-0242530 NAIC 61360
	Superior Vision Services, Inc. Non-Insurer	7
	(Delaware) 13-3741352
	Superior Vision Insurance, Inc. 86-0757439
	(Arizona) Reinsurer NAIC 60188
	Wisperingwind I, LLC
	(South Carolina) Non-Insurer 14-1981620
	Wisperingwind II, LLC
	(South Carolina) Non-Insurer 32-0185577
ReliaStar Payroll Agent, Inc. Non-Insurer
	(Minnesota) 41-1887594
Successful Money Management Seminars, Inc.
	(Oregon) Non-Insurer 93-0791146
12/31/06 Final (2)	Security Life Assignment Corp. (Colorado)
	84-1437826 Non-Insurer
	Security Life of Denver Insurance Company (Colorado)
	Insurer 84-0499703 NAIC #68713
Page 6	First Secured Mortgage Deposit Corporation (Colorado)
	Non-Insurer 84-1086427
	ING America Equities, Inc. (Colorado)
	Non-Insurer 84-1251388
	Midwestern United Life Insurance Company (Indiana)
	Insurer NAIC #66109 35-0838945
	Draft Funding LLC
	Non-Insurer (Delaware)
	Wisperingwind III, LLC
(South Carolina) Non-Insurer 35-2282787
	Security Life of Denver International Limited
	Insurer 98-0138339 (Bermuda)
Lion Custom Investments LLC (Delaware)
	98-0138339 Non-Insurer
	UC Mortgage Corp. (Delaware) 72-1329746
	Non-Insurer

1	Company owned by individual pursuant to state law, Shareholder agreement with parent company.
2	ING USA Annuity and Life Insurance Company is a 70% partner in this real estate management partnership. Nationale-Nederlanden Interest II, B.V. is a 29% partner, and NNUS Realty Corporation is a 1% partner.
3	ALICA Holdings, Inc. is 80% owned by ING International Insurance Holdings, Inc. and 20% owned by ING Insurance International B.V.
4	ING International Insurance Holdings, Inc. owns 100% of the voting shares of ILICA Inc. and ALICA Holdings, Inc. owns 100% of the non-voting shares of ILICA, Inc..
5	Furman Selz Investments II LLC owned 94% by ING Investment Management Alternative Assets LLC.
6	Furman Selz Investments III LLC owned 8.5% by ING Investment Management Alternative Assets LLC.
7	ReliaStar Life owns approx. 44% of common stock of Superior Vision Services, Inc.
8	At the request of the Pennsylvania Insurance Department, Nederlandse Reassurantie Groep N.V. is being included in the organizational chart of ING Groep N.V. NRG Group has been in runoff since 1993. It is distinctly separate from ING America Insurance Holdings, Inc. and its active subsidiaries.

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 America Insurance Holdings, Inc. maintains a Professional Liability umbrella insurance policy issued by an international insurer. The policy covers ING America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, Inc. has a controlling interest of 50% or more. This would encompass the principal underwriter as well as the depositor. Additionally, the parent company of ING America Insurance Holdings, Inc., ING Groep N.V., maintains excess umbrella coverage with limits in excess of $125,000,000. The policy provides for the following types of coverage: errors and omissions/professional liability, 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.

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					Director, President and Chief Executive Officer
	80203
Pamela S. Anson, 2001 21st Avenue NW, Minot, ND					Director and Vice President
	58703
Daniel P. Mulheran, Sr., 20 Washington Avenue South,					Director
	Minneapolis, MN 55401
Anita F. Woods, 5780 Powers Ferry Road, NW, Atlanta,					Chief Financial Officer
	GA 30327
Beth G. Shanker, 1290 Broadway, Denver, CO 80203					Chief Compliance Officer
Dawn M. Peck, 5780 Powers Ferry Road, NW, Atlanta,					Vice President, Assistant Treasurer and Assistant
	GA 30327				Secretary
David S. Pendergrass, 5780 Powers Ferry Road, NW,					Vice President and Treasurer
	Atlanta, GA 30327
Laurie J. Rasanen, 2001 21st Avenue NW, Minot, ND					Vice President
	58703
Deborah C. Hancock, 1290 Broadway, Denver, CO					Assistant Vice President
	80203
Glenn Black, 5780 Powers Ferry Road, NW, Atlanta,					Tax Officer
	GA 30327
Terry Owens, 5780 Powers Ferry Road, NW, Atlanta,					Tax Officer
	GA 30327
James Taylor, 5780 Powers Ferry Road, NW, Atlanta,					Tax Officer
	GA 30327
Joy M. Benner, 20 Washington Avenue South,					Secretary
	Minneapolis, MN 55401
Diana R. Cavender, 20 Washington Avenue South,					Assistant Secretary
	Minneapolis, MN 55401
Randall K. Price, 20 Washington Avenue South,					Assistant Secretary
	Minneapolis, MN 55401
Edwina P. J. Steffer, 20 Washington Avenue South,					Assistant Secretary
	Minneapolis, MN 55401
Susan M. Vega, 20 Washington Avenue South,					Assistant Secretary
	Minneapolis, MN 55401
(c)		Compensation From the Registrant.
		(1)	(2)		(3)	(4)	(5)
			2006 Net	Compensation on
			Underwriting	Events Occasioning
Name of Principal			Discounts and	the Deduction of a		Brokerage
	Underwriter		Commissions	Deferred Sales Load		Commissions	Other Compensation*
	ING America
	Equities, Inc.						$30,168,287
*	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.
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.

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, has duly caused this Post-Effective Amendment No. 4 to this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford, and State of Connecticut on the 27^th day of February, 2007.

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. 4 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/ Robert W. Crispin*	Director
Robert W. Crispin
/s/ Thomas J. McInerney*	Director and Chairman
Thomas J. McInerney		February
		27, 2007
/s/ Kathleen A. Murphy*	Director
Kathleen A. Murphy
/s/ Catherine H. Smith*	Director and Senior Vice President
Catherine H. Smith
/s/ David A. Wheat*	Director, Executive Vice President and Chief Financial Officer
David A. Wheat	(principal financial officer)
/s/ Steven T. Pierson*	Senior Vice President and Chief Accounting Officer
Steven T. Pierson	(principal accounting officer)
By: /s/ J. Neil McMurdie
J. Neil McMurdie
* Attorney-in-Fact

	SECURITY LIFE SEPARATE ACCOUNT L1
	EXHIBIT INDEX
Exhibit No.	Exhibit
26(e)(6)	Form of Overloan Lapse Protection Rider
26(k)	Opinion and Consent of Counsel*
26(n)	Consent of Independent Registered Public Accounting Firm*
26(r)	Powers of Attorney

* To be filed by amendment.

EX-1

Exhibit 26(e)(6): Form of Overloan Lapse Protection Rider

Overloan Lapse Protection Rider

This Rider is made a part of the Policy to which it is attached (the “Policy”), provided this Rider is listed in the Policy Data Page. Unless changed by this Rider, all the provisions, exclusions and limitations of the Policy remain the same and apply to this Rider. This Rider is issued in consideration of the application and payment of the Charge for this Rider.

Rider Benefit

If you exercise this Rider, the Policy will not lapse under your grace period and lapse provisions even if the Policy’s net cash surrender value, or account value minus the account value of the loan division, as applicable, is not sufficient to pay monthly deductions or policy loan interest when due. This new guarantee supersedes any other death benefit guarantee provision still in force when you exercise this Rider.

Rider Charge

If you exercise this Rider, we deduct the Rider Charge shown on the Policy Data Page from the account value on the date we receive your request.

Conditions to Exercise Rider

You may exercise this Rider by sending us a written request on any date that the following conditions are met:

• The death benefit qualification test for the Policy must be the guideline premium/cash value corridor test;
• At least 15 policy years have elapsed since the policy date;
• The insured must be at least age 75. If the policy is a survivorship policy, the youngest insured must be at least age 75;
• Your account value of the loan division must be equal to or greater than the sum of the Policy's face amount and the face amount of any term insurance rider coverage on the Insured;
• Your loan amount less unearned loan interest can be no more than the account value less the Rider Charge shown on the Policy Data Page;
• The guideline single premium after exercise of this Rider must be greater than the sum of all premiums paid less the sum of all non-taxable partial withdrawals taken since the Policy was issued, or the guideline level annual premium after exercise of this Rider must be greater than zero, and the sum of all guideline level annual premiums must be greater than the sum of all premiums paid less the sum of all non-taxable partial withdrawals taken since the Policy was issued; and
• Exercising this Rider must not cause this Policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code, as amended.

Effect on the Policy of Exercising this Rider

When you exercise this Rider, we will make the following changes to the Policy, effective on the monthly anniversary on or next following the date we receive your request:

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• If another death benefit option is in effect, your death benefit option will be changed to option 1;
• Your face amount will be changed to an amount equal to the product of account value (after deduction of the Rider Charge) multiplied by the applicable guideline corridor percentage;
• If the Policy is a variable life insurance policy, all amounts in the separate account will be allocated to the guaranteed interest division. No transfer charges will be assessed; and
• All other optional benefit riders attached to the Policy will be terminated except for any optional benefit riders which extend the maturity date of the Policy.

We will send you notification of these changes once this Rider has been exercised.

After this Rider is Exercised

After you exercise this Rider:

• We will continue to make monthly deductions. We will waive the monthly deduction to the extent that the net cash surrender value is insufficient to pay the amount due;
• If the Policy is a variable life insurance policy, transfers from the guaranteed interest division will not be allowed;
• You may not pay additional premiums;
• You may not increase or decrease the face amount;
• You may not change the death benefit option;
• You may not make any partial withdrawals;
• You may not add any riders; and
• The Policy’s death benefit will never be less than the product of the loan amount less unearned loan interest multiplied by the applicable guideline corridor percentage.

Amendments

We may amend this Rider so that it is in compliance with all applicable laws, rules, regulations, interpretations, holdings and orders. When required by law, we will obtain your approval of these changes and obtain approval from all appropriate regulatory authorities.

Nonparticipating

This Rider does not entitle you to participate in our surplus.

General Provisions

The incontestability provision of the Policy applies to this Rider from the Rider Issue Date. This Rider does not increase any cash, loan, paid-up insurance, or extended term insurance values of the Policy.

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EX-2

Exhibit 26(r): Powers of Attorney

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

Security Life of Denver Insurance Company:

As Director of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:
033-74190	333-72753	333-119437
033-78444	333-73464	333-119438
033-88148	333-90577	333-119439
333-34404	333-117329	333-120889
333-50278	333-119440

Registration Statements filed under the Investment Company Act of 1940:

811-08292  811-08196  811-08976  811-09106 

hereby ratifying and confirming on this 30^th day of June, 2006, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Robert W. Crispin
Robert W. Crispin

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

As Director of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:

033-74190		333-72753	333-119437
033-78444		333-73464	333-119438
033-88148		333-90577	333-119439
333-34404		333-117329	333-120889
333-50278		333-119440
Registration Statements filed under the Investment Company Act of 1940:
811-08292	811-08196	811-08976	811-09106

hereby ratifying and confirming on this 20^thday of July, 2006, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Thomas J. McInerney
Thomas J. McInerney

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

As Director of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:

033-74190	333-72753	333-119437
033-78444	333-73464	333-119438
033-88148	333-90577	333-119439
333-34404	333-117329	333-120889
333-50278	333-119440

Registration Statements filed under the Investment Company Act of 1940:

811-08292  811-08196  811-08976  811-09106 

hereby ratifying and confirming on this 30th day of June, 2006, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Kathleen A. Murphy
Kathleen A. Murphy

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

As Director of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:
033-74190		333-72753	333-119437
033-78444		333-73464	333-119438
033-88148		333-90577	333-119439
333-34404		333-117329	333-120889
333-50278		333-119440
Registration Statements filed under the Investment Company Act of 1940:
811-08292	811-08196	811-08976	811-09106

hereby ratifying and confirming on this 30^th day of June, 2006, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Catherine H. Smith
Catherine H. Smith

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

Security Life of Denver Insurance Company:

As President of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:
033-74190		333-72753	333-119437
033-78444		333-73464	333-119438
033-88148		333-90577	333-119439
333-34404		333-117329	333-120889
333-50278		333-119440
Registration Statements filed under the Investment Company Act of 1940:
811-08292	811-08196	811-08976	811-09106

hereby ratifying and confirming on this 4th day of July, 2006 my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Donald W. Britton
Donald W Britton

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

Security Life of Denver Insurance Company:

As Chief Accounting Officer of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:

033-74190		333-72753	333-119437
033-78444		333-73464	333-119438
033-88148		333-90577	333-119439
333-34404		333-117329	333-120889
333-50278		333-119440
Registration Statements filed under the Investment Company Act of 1940:
811-08292	811-08196	811-08976	811-09106

hereby ratifying and confirming on this 30th day of June, 2006, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Steven T. Pierson
Steven T. Pierson

POWER OF ATTORNEY

Pursuant to Item 601(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940, and any documentation, including Form N-8F, necessary to de-register any such registrations or to de-register any of the entities (including any issuing separate accounts) associated with the issuance of any such registrations.

As Director and Chief Financial Officer of Security Life of Denver Insurance Company I hereby appoint Patrick Ivkovich and J. Neil McMurdie.

Registration Statements filed under the Securities Act of 1933:
033-74190		333-72753	333-119437
033-78444		333-73464	333-119438
033-88148		333-90577	333-119439
333-34404		333-117329	333-120889
333-50278		333-119440
Registration Statements filed under the Investment Company Act of 1940:
811-08292	811-08196	811-08976	811-09106

hereby ratifying and confirming on this 6th day of July, 2006, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ David A. Wheat
David A. Wheat