N-6 1 firstline2initreg.htm REGISTRATION STATEMENT ON FORM N-6 -- HTML firstline2initreg.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
As filed with the Securities and Exchange    Registration No. 333- 
Commission on February 12, 2008    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.    [ ] 
 
            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)
One Orange Way, Windsor, Connecticut 06095-4774
(Name and Address of Agent for Service)
 
Jeffery R. Berry, Chief Counsel
ING Americas (U.S. Legal Services)
One Orange Way, Windsor, Connecticut 06095-4774
 
Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration 
Statement.
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its 
effective date until the Registrant shall file a further amendment which specifically states that this Registration 
Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the 
Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), 
may determine.   
 
Title of Securities being Registered: FirstLine II Variable Universal Life Insurance Policies. 

PART A

INFORMATION REQUIRED IN A PROSPECTUS

FIRSTLINE II

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 28, 2008, to the Prospectus Dated April 28, 2008

This Supplement adds certain information to your Prospectus, dated April 28, 2008. 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 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

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

#######                    Page 1 of 2                   April 2008

The following information is added to Appendix B of the prospectus:     
 
  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,   
    LP      
 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.   

#######    Page 2 of 2    April 2008 

FIRSTLINE II
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.    Funds managed by the following investment 
· Is returnable by you during the free look period if you are not satisfied.    managers are available through the policy: 
Premium Payments    · AllianceBernstein, L.P. 
· Are flexible, so the premium amount and frequency may vary.    · BAMCO, Inc. 
· Are allocated to the variable account and the fixed account, based on your    · BlackRock Investment Management, LLC 
   instructions.    · Capital Research and Management 
· Are subject to specified fees and charges.       Company 
The Policy Value    · Columbia Management Advisors, LLC 
· Is the sum of your holdings in the fixed account, the variable account and    · Evergreen Investment Management 
   the loan account.       Company, LLC. 
· Has no guaranteed minimum value under the variable account. The value    · Fidelity Management & Research Co. 
   varies with the value of the subaccounts you select.    · Ibbotson Associates 
· Has a minimum guaranteed rate of return for amounts in the fixed account.    · ING Clarion Real Estate Securities L.P. 
· Is subject to specified fees and charges including possible surrender    · ING Investment Management Advisors, 
   charges.       B.V. 
Death Benefit Proceeds    · ING Investment Management Co. 
· Are paid if your policy is in force when the insured person dies.    · J.P. Morgan Investment Management Inc. 
· Are calculated under your choice of options:    · Julius Baer Investment Management, LLC 
    Option 1 – the base death benefit is the greater of the amount of    · Legg Mason Capital Management, Inc. 
           base insurance coverage you have selected or your policy value    · Marsico Capital Management, LLC 
           multiplied by the appropriate factor from the definition of life insurance    · Massachusetts Financial Services Company 
           factors described in Appendix A; or     · Morgan Stanley Investment Management, 
    Option 2 – the base death benefit is the greater of the amount of base       Inc. (d/b/a Van Kampen) 
           insurance coverage you have selected plus the policy value or your    · Neuberger Berman, LLC 
           policy value multiplied by the appropriate factor from the definition of    · Neuberger Berman Management Inc. 
           life insurance factors described in Appendix A.    · OppenheimerFunds, Inc. 
· Are equal to the base death benefit plus any rider benefits minus any    · Pacific Investment Management Company 
   outstanding loan and accrued loan interest and unpaid fees and       LLC 
   charges.     · Pioneer Investment Management, Inc. 
· Are generally not subject to federal income tax if your policy continues to    · T. Rowe Price Associates, Inc. 
   meet the federal income tax definition of life insurance.    · UBS Global Asset Management 
Sales Compensation       (Americas) Inc. 
· We pay compensation to broker/dealers whose registered representatives    · Wells Capital Management, Inc.  
   sell the policy. See Distribution of the Policy, page 75, for further     
   information about the amount of compensation we pay.     

This prospectus describes what you should know before purchasing the FirstLine II variable universal life insurance policy. Please read it carefully and keep it for future reference. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

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

The date of this prospectus is April 28, 2008.

TABLE OF CONTENTS     
 
                 Page        Page 
POLICY SUMMARY    3     Termination of Coverage    58 
The Policy’s Features and Benefits    3     TAX CONSIDERATIONS    60 
Factors You Should Consider Before         Tax Status of the Company    60 
   Purchasing a Policy    6     Tax Status of the Policy    61 
Fees and Charges    8     Diversification and Investor Control Requirements   62 
THE COMPANY, THE VARIABLE         Tax Treatment of Policy Death Benefits    62 
  ACCOUNT AND THE FIXED ACCOUNT  13     Distributions Other than Death Benefits    63 
Security Life of Denver Insurance Company    13     Other Tax Matters    65 
The Investment Options    15     ADDITIONAL INFORMATION    68 
DETAILED INFORMATION ABOUT         General Policy Provisions    68 
   THE POLICY    19     Distribution of the Policy    75 
Purchasing a Policy    20     Legal Proceedings    78 
Fees and Charges    25     Financial Statements    79 
Death Benefits    34     APPENDIX A    A-1 
Additional Insurance Benefits    41     APPENDIX B    B-1 
Policy Value    46     APPENDIX C    C-1 
Special Features and Benefits    49     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    4    Policy Value    46 
Fixed Account Value    46    Segment or Coverage Segment    34 
Loan Account    5    Surrender Value    4 
Loan Account Value    48    Valuation Date    47 
Monthly Processing Date    28    Variable Account    4 
Net Premium    3    Variable Account Value    46 
Net Policy Value    4         

“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 policy 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:    ING Customer Service Center 
    P.O. Box 5065 
    Minot, ND 58702-5065 
    1-877-253-5050 
    www.ingservicecenter.com 

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 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

Premium    · You choose when to pay and how much to pay. 
Payments    · You will need to pay sufficient premiums to keep the policy in force. Failure to pay 
         sufficient premiums may cause your policy to lapse without value.  
See Premium    · You cannot pay additional premiums after age 100. 
Payments, page 21.    · We may refuse any premium that would disqualify your policy as life insurance under 
         Section 7702 of the Internal Revenue Code or that would cause your policy to become a 
         modified endowment contract.  
    · We deduct tax charges and a sales charge from each premium payment and credit the 
         remaining premium (the “net premium”) to the variable account or the fixed account according 
         to your instructions. 
Free Look Period    · 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 certain 
page 24.         states may allow more than ten days. 
    · Generally, there are two types of free look refunds: 
              Some states require a return of all premium we have received; and 
              Other states require that we return your policy value plus a refund of all fees and charges 
                  deducted. 
    · The length of the free look period and the free look refund that applies in your state will be 
         stated in your policy. 
    · During the free look period, your net premium will be allocated among the investment 
         options you have selected unless your state requires a return of premium as the free look 
         refund. In these states your net premium directed to the subaccounts will be allocated to the 
         ING Liquid Assets Portfolio until after the free look period ends. See Allocation of Net 
         Premium, page 23.  
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 is in 
See Death Benefits,          effect when the insured person dies. 
page 34.    · There are two or three death benefit options available under your policy, depending on which 
         policy you own and when it was delivered: 
               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; or  
              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. 
    · After age 100, death benefit Option 1 will apply to all policies and the amount of base 
         insurance coverage selected will equal the amount of base insurance coverage in effect on the 
         policy anniversary nearest the insured person’s 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 loan and 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. 

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 3

No-Lapse and    · Generally, your policy will not lapse as long as your policy value minus any surrender charge 
Death Benefit         and any outstanding loan amount and accrued loan interest (the “surrender value”) is enough to 
Guarantees         pay the periodic fees and charges when due. 
    ·However, during the first three policy years we guarantee that your policy will not lapse, 
         regardless of its surrender value, provided the premiums you have paid minus partial 
See No-Lapse and         withdrawals, loans and accrued loan interest equals or exceeds the minimum annual premium 
Death Benefit         during each of your first three policy years. 
Guarantees, page 39.    · Additionally, a death benefit guarantee is available which provides that the base insurance 
         coverage under the policy will not lapse even if the surrender value is not enough to pay the 
         periodic fees and charges when due. The death benefit guarantee is an automatic benefit. 
    · The death benefit guarantee lasts for the greater of ten policy years or until the insured person 
         reaches age 65.  
    · To keep the death benefit guarantee in force, on any monthly processing date: 
              Your cumulative premium payments minus any partial withdrawals, loans and accrued loan 
                   interest, must equal or exceed the sum of guarantee period monthly premium payments to 
               the next monthly processing date; 
              Your policy value minus any loan account value and accrued loan interest (the “net policy 
               value”) must meet certain diversification requirements. 
    · There is no charge for this benefit.  
    · The death benefit guarantee is 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 24.     
Rider Benefits    · Your policy may include additional insurance benefits, attached by rider. There are two types 
         of rider benefits: 
See Additional               Optional rider benefits that you must select before they are added to your policy; 
Insurance Benefits,                   and  
page 41.              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    · You may allocate your net premiums to the subaccounts of Security Life Separate Account L1 
Options         (the “variable account”) and to our fixed account. 
    · The variable account is one of our separate accounts and consists of subaccounts that invest in 
See The Investment         corresponding funds. When you allocate premiums to a subaccount, we invest any net 
         premiums in shares of the corresponding fund. 
Options, page 13.    · Your variable account value will vary with the investment performance of the funds 
         underlying the subaccounts and the charges we deduct from your variable account value. 
    · The fixed account is part of our general account and consists of all of our assets other than 
         those in our separate accounts (including the variable account) and loan account. 
    · We credit interest of at least 4.00% per year on amounts allocated to the fixed account, 
         and we may, in our sole discretion, credit interest in excess of this amount.  

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4

Transfers    · You currently may make an unlimited number of transfers between the subaccounts and to 
         the fixed account. Transfers are, however, subject to any limits, conditions and restrictions that 
See Transfers,         we or the funds whose shares are involved may impose. See Limits on Frequent or 
page 50.         Disruptive Transfers, page 53.  
    · 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 account 
Averaging, page 51.         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, certain 
Rebalancing,         conditions on participation in these asset allocation programs.   
page 52.      · 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 periodic 
See Loans, page 49.         fees and charges to your next policy anniversary. 
    · When you take a loan we transfer an amount equal to your loan to the loan account as 
         collateral for your loan. The loan account is part of our general account. 
    · We credit amounts held in the loan account with interest at an annual rate no less than 
         4.00%. 
    · We also charge interest on loans. Interest is due in arrears on each policy anniversary and 
         accrues daily at a current annual rate of 4.75%. 
    · Loans reduce your policy’s death benefit proceeds 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    · After the first policy year, you may take up to 12 partial withdrawals each policy year. In 
Withdrawals         certain circumstances you may take partial withdrawals during the first policy year. 
    · A partial withdrawal must be at least $100 and may not exceed the amount which leaves your 
         surrender value less than $500. 
See Partial    · We currently charge a fee of 2.00% of the amount withdrawn, up to $25 for each partial 
Withdrawals, page 56.         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 before the death of the 
         insured person. 
See Surrender,    · Your surrender value is your policy value minus any surrender charge and your outstanding 
page 58.         loan amount and accrued loan interest. 
    · Surrender charges apply for the first fourteen years of each segment of base insurance 
         coverage. Surrender charges are level for the first seven years then decrease uniformly each 
         year to zero at the beginning of the fifteenth year. The surrender charge is made up of two 
         parts: an administrative surrender charge and a sales surrender charge. 
    · The administrative surrender charge rates vary by the insured person’s age at the time each 
         base insurance coverage segment is established. 
    · The sales surrender charge is based on a percentage of premium we receive. 
    · If you decrease your base insurance coverage, surrender charges are assessed against the policy 
         value. If there are multiple coverage segments, the decrease and surrender charges will be 
         processed on a pro rata basis. 

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Surrenders    · If the surrender charge exceeds your net policy value, there will be no proceeds paid to you 
(continued)         upon surrender. 
    · All insurance coverage ends on the date we receive your surrender request in good order. 
    · If you surrender your policy it cannot be reinstated. 
    · Surrendering the policy may have tax consequences, and you should consult with a qualified 
         tax adviser before surrendering your policy. 
Reinstatement    · 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 person is still 
See Reinstatement,         insurable. 
page 59.    · 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 unless directed otherwise.
    · 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 you consider purchasing the policy and investing in the subaccounts of the variable account.

Life Insurance    · The policy is not a short-term savings vehicle and should be purchased only if you need life 
Coverage         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 charges. 
See Fees and Charges,         Therefore, you should purchase a policy only if you intend and have the financial capability to 
page 25.         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 59.          The no-lapse guarantee or the death benefit guarantee is not in effect; and 
          Your surrender 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 surrender value. Before taking a 
         partial withdrawal or loan consider its effect on your ability to keep your policy from lapsing. 

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 6

Exchanges    · Replacing your existing life insurance policy(ies) and/or annuity contract(s) with the 
     policy described in this prospectus may not be beneficial to you.
See Purchasing a    · Before purchasing a policy, determine whether your existing policy(ies) and/or contract(s) will 
Policy, page 20.         be subject to fees or penalties upon surrender or cancellation.     
    · Also compare the fees, charges, coverage provisions and limitations, if any, of your existing 
         policy(ies) and/or contract(s) 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 4.00%.      
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 qualify as a life 
See TAX         insurance contract. We believe it is reasonable to conclude that the policy will qualify as a life 
CONSIDERATIONS,         insurance contract.     
page 60.    · 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; and 
          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 be taxable to you to the extent of any gain in the 
         policy. A penalty tax may be imposed on a distribution from a modified endowment contract as 
         well.      
    · There is always the possibility that the tax treatment of the policy could be changed by 
         legislation or otherwise. You should consult a qualified tax adviser with respect to legislative 
         developments and their effect on the policy.     
    · Consult with a qualified legal or tax adviser before you purchase a policy. 
Sales    · We pay compensation to broker/dealers whose registered representatives sell the policy. 
Compensation    · Broker/dealers may be able to choose to receive their compensation under various payment 
         options, but their choice will not affect the fees and charges you will pay for the policy. 
See Distribution of the    · We generally pay more compensation on premiums paid for base insurance coverage than 
Policy, page 75.         we do on premiums paid for coverage under the Adjustable Term Insurance Rider. Talk to 
         your agent/registered 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.     

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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 make a premium payment or make certain other transactions. See Transaction Fees and Charges, page 25.

          Amount Deducted 
Charge    When Deducted      Maximum Guaranteed Charges 
Tax Charges    · When you make a    · 2.50% of each premium payment for state and local taxes. 
         premium payment.    · 1.50% of each premium payment for estimated federal income tax 
            treatment of deferred acquisition costs. 
 
Sales Charge 1    · When you make a    · 2.25% of each premium for ages 0-49. 
         premium payment.    · 3.25% of each premium for ages 50-59. 
        · 4.25% of each premium for ages 60-85. 
 
Partial    · When you take a    · 2.00% of the amount withdrawn, up to $25. 
Withdrawal Fee         partial withdrawal.         
 
Surrender    · During the first    Administrative Surrender Charge 1 
Charge         fourteen segment    · $2.50 per $1,000 of base insurance coverage for ages 0-39. 
· $3.50 per $1,000 of base insurance coverage for ages 40-49. 
· $4.50 per $1,000 of base insurance coverage for ages 50-59.
· $5.50 per $1,000 of base insurance coverage for ages 60 - 69. 
· $6.50 per $1,000 of base insurance coverage for ages 70 and above.
         years when you   
         surrender your policy,   
         decrease your base   
         insurance coverage,   
         take a partial         
         withdrawal which    Sales Surrender Charge 
         decreases your base    The lesser of: 
         insurance coverage or    · 50.00% of total premium up to target premium for each segment 
         allow your policy to        without substandard ratings (“standard target premium”); or 
         lapse.    · 25.00% of standard target premium; plus 5.00% of total premium in 
            excess of standard target premium during the first seven segment 
            years. 
 
Excess    · Each time you request    · $25.  
Illustration Fee 2         an illustration after         
         the first each policy         
         year.         

 

1      Age means age when the policy is issued or a new base coverage segment is added.
 
2      We do not currently assess this charge.
 

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Periodic Fees and Charges. The following table describes the fees and charges deducted each day or each month on the monthly processing date, not including fund fees and expenses. See Periodic Fees and Charges, page 28.

        Amount Deducted 
Charge    When Deducted    Maximum Guaranteed Charges 3 
Cost of Insurance    · On each monthly    Range from
Charge 4         processing date.    · $0.06 to $83.33 per $1,000 of base insurance coverage. 
 
        Representative insured person 
        · $0.38 per $1,000 of base insurance coverage. 
        · The representative insured person is a male, age 45.
 
Mortality &    · Daily and included    · 0.002% (0.75% annually) of policy value invested in the variable 
Expense Risk         in the daily unit         account. 
Charge 5         value calculation.     
 
Policy Charge    · On each monthly    · $10 per month in policy years 1-3. 
         processing date.     
 
Administrative    · On each monthly    · $3 per month plus $0.025 per $1,000 of base insurance coverage (or 
Charge 6         processing date.         total insurance coverage, if greater). 
 
Loan Interest    · Accrues daily but is    · 4.75% per annum of the amount held in the loan account.  
Charge         due in arrears on     
         each policy     
         anniversary.     

3      This table shows the maximum guaranteed charges that may be assessed during any policy year. Current charges may be less than the guaranteed maximum charges shown and you may get information about the charges that would apply to you by contacting your agent/registered representative for a personalized illustration.
 
4      The cost of insurance rates vary based on the insured person’s age, gender, policy duration, underwriting type and risk class, and they generally increase each year after the first segment year. The rates shown have been rounded to the nearest penny and different 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 are for the first policy year. You may get information about the rates that would apply to you by contacting your agent/registered representative for a personalized illustration.
 
5      The daily mortality and expense risk charge rate has been rounded to the nearest one thousandth of one percent. See Mortality and Expense Risk Charge, page 29, for the daily rate without rounding.
 
6      The monthly administrative charge is currently capped at $33.00.
 

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Optional Rider Fees and Charges. The following table describes the charges deducted each month for each of the optional rider benefits. See Optional Rider Fees and Charges, page 31.

        Maximum Guaranteed Charges 7 
Charge    When Deducted    Amount Deducted 
Additional Insured    · On each monthly    Range from
Rider 8    processing date.    · $0.06 to $83.33 per $1,000 of rider benefit. 
 
        Representative additional insured person 
        · $0.25 per $1,000 of rider benefit. 
        · The representative insured person is a male, age 40.
 
Adjustable Term    · On each monthly    Range from
Insurance Rider 8    processing date.    · $0.06 to $83.33 per $1,000 of rider benefit. 
 
        Representative insured person 
        · $0.38 per $1,000 of rider benefit. 
        · The representative insured person is a male, age 45.
 
Waiver of Cost of    · On the monthly    Range from
Insurance Rider 8    processing date.    · $6.20 to $15.23 per $100 of rider coverage. 
 
        Representative insured person 
        · $7.43 per $100 of rider coverage. 
        · The representative insured person is age 40. 
 
Waiver of    · On the monthly    Range from
Specified Premium    processing date.    · $1.70 to $25.40 per $100 of rider coverage. 
Rider 8         
 
        Representative insured person 
        · $3.00 per $100 of rider coverage. 
        · The representative insured person is age 40.  

7      This table shows the maximum guaranteed charges that may be assessed during any policy year. Current charges may be less than the guaranteed maximum charges shown and you may get information about the charges that would apply to you by contacting your agent/registered representative for a personalized illustration.
 
8      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. The rates shown have been rounded to the nearest penny and generally increase each year after the first policy year. The rates for the representative insured person listed above are for the first policy year and you may get information about the charges that would apply to you by contacting your agent/registered representative for a personalized illustration.
 

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Fund Fees and Expenses. The following table shows the minimum and maximum total gross annual fund expenses that you may pay during the time you own the policy. Fund expenses vary from fund to fund and may change from year to year. For more detail about a fund’s fees and expenses, review the fund’s prospectus. See also Fund Fees and Expenses, page 31.

    Minimum    Maximum 
Total Gross Annual Fund Expenses 9 (deducted from fund assets)    X.XX%    X.XX%  

Total gross annual fund expenses are deducted from amounts that are allocated to the fund. They include management fees and other expenses and may include distribution (12b-1) fees. Other expenses may include service fees that may be used to compensate service providers, including the company and its affiliates, for administrative and policy owner services provided on behalf of the fund. Distribution (12b-1) fees are used to finance any activity that is primarily intended to result in the sale of fund shares.

If a fund is structured as a “fund of funds,” total gross annual fund expenses also include the fees associated with the funds in which it invests. Because of this a fund that is structured as a “fund of funds” may have higher fees and expenses than a fund that invests directly in debt and equity securities. For a list of the “fund of funds” available through the policy, see the chart of funds available through the variable account on page 16.

9      Some funds which are available through the policy have contractual arrangements to waive and/or reimburse certain fund fees and expenses. The minimum and maximum total gross annual fund expenses shown above do not reflect any of these waiver and/or reimbursement arrangements.
 

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     THE COMPANY, THE VARIABLE ACCOUNT AND THE FIXED ACCOUNT

Security Life of Denver Insurance Company

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

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

We are also a charter member of the Insurance Marketplace Standards Association (“IMSA”). Companies that belong to IMSA subscribe to a rigorous set of standards that cover the various aspects of sales and service for individually sold life insurance and annuities. IMSA members have adopted policies and procedures that demonstrate a commitment to honesty, fairness and integrity in all customer contacts involving sales and service of individual life insurance and annuity products.

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 Retirement Plan Products 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 and retirement industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales incentives; potential conflicts of interest; potential anticompetitive 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 the company or certain of its U.S. affiliates.

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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.

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 reports previously filed by affiliates of the company 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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Product Regulation. Our products are subject to a complex and extensive array of state and federal tax, securities and insurance laws, and regulations, which are administered and enforced by a number of governmental and self-regulatory authorities. Specifically, U.S. federal income tax law imposes certain requirements relating to product design, administration and investments that are conditions for beneficial tax treatment of such products under the Internal Revenue Code. See TAX CONSIDERATIONS, page 60, for further discussion of some of these requirements. Failure to administer certain product features could affect such beneficial tax treatment. In addition, state and federal securities and insurance laws impose requirements relating to insurance product design, offering and distribution, and administration. Failure to meet any of these complex tax, securities or insurance requirements could subject the company to administrative penalties, unanticipated remediation or other claims and costs.

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

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Funds Available Through the Variable Account. The following chart lists the funds that are available through the variable account.

Certain funds that are available through the variable account are structured as “fund of funds.” These funds may have higher fees and expenses than a fund that invests directly in debt and equity securities because they also incur the fees and expenses of the underlying funds in which they invest. The “fund of funds” available through the policy are identified in the following chart:

Funds Available Through the Variable Account

· American Funds – Growth Fund (Class 2)    · ING Pioneer Mid Cap Value Portfolio (Class I) 1 
· American Funds – Growth-Income Fund (Class 2)    · ING Stock Index Portfolio (Class I) 
· American Funds – International Fund (Class 2)    · ING T. Rowe Price Capital Appreciation Portfolio (Class I) 
· Fidelity® VIP Contrafund® Portfolio (Service Class)    · ING T. Rowe Price Equity Income Portfolio (Class I) 
· Fidelity® VIP Equity-Income Portfolio (Service Class)    · ING Van Kampen Capital Growth Portfolio (Class I) 2 
· ING AllianceBernstein Mid Cap Growth Portfolio (Class I)    · ING Van Kampen Growth and Income Portfolio (Class S) 
· ING BlackRock Large Cap Growth Portfolio (Class I)    · ING VP Index Plus International Equity Portfolio (Class S) 
· ING Evergreen Health Sciences Portfolio (Class I)    · ING Wells Fargo Small Cap Disciplined Portfolio (Class S) 
· ING Evergreen Omega Portfolio (Class I)    · ING Baron Small Cap Growth Portfolio (I Class) 
· ING FMRSM Diversified Mid Cap Portfolio (Class I)    · ING Columbia Small Cap Value II Portfolio (I Class) 
· ING Focus Five Portfolio (Class I)    · ING JP Morgan Mid Cap Value Portfolio (I Class) 
· ING Franklin Templeton Founding Strategy Portfolio (Class I)    · ING Neuberger Berman Partners Portfolio (I Class) 
· ING Global Real Estate Portfolio (Class S)    · ING Oppenheimer Global Portfolio (I Class) 
· ING Global Resources Portfolio (Class I)    · ING Oppenheimer Strategic Income Portfolio (S Class) 
· ING JPMorgan Emerging Markets Equity Portfolio (Class I)    · ING PIMCO Total Return Portfolio (I Class) 
· ING JPMorgan Small Cap Core Equity Portfolio (Class I)    · ING Pioneer High Yield Portfolio (I Class) 
· ING JPMorgan Value Opportunities Portfolio (Class I)    · ING T. Rowe Price Diversified Mid Cap Growth Portfolio (I Class) 
· ING Julius Baer Foreign Portfolio (Class I)    · ING UBS U.S. Large Cap Equity Portfolio (I Class) 
· ING Legg Mason Value Portfolio (Class I)    · ING Van Kampen Comstock Portfolio (I Class) 
· ING LifeStyle Aggressive Growth Portfolio (Class I)*    · ING Van Kampen Equity and Income Portfolio (I Class) 3 
· ING LifeStyle Growth Portfolio (Class I)*    · ING VP Balanced Portfolio (Class I) 
· ING LifeStyle Moderate Growth Portfolio (Class I)*    · ING VP Intermediate Bond Portfolio (Class I) 4 
· ING LifeStyle Moderate Portfolio (Class I)*    · ING Lehman Brothers Aggregate Bond Index Portfolio (Class I) 
· ING Limited Maturity Bond Portfolio (Class S)    · ING Russell Large Cap Global 85% Index Portfolio (Class I) 
· ING Liquid Assets Portfolio (Class I)    · ING Russell Small Cap Index Portfolio (Class I) 
· ING Marsico Growth Portfolio (Class I)    · ING VP Index Plus LargeCap Portfolio (Class I) 
· ING Marsico International Opportunities Portfolio (Class I)    · ING VP Index Plus MidCap Portfolio (Class I) 
· ING MFS Total Return Portfolio (Class I)    · ING VP Index Plus SmallCap Portfolio (Class I) 
· ING MFS Utilities Portfolio (Class S)    · ING VP SmallCap Opportunities Portfolio (Class I) 
· ING Oppenheimer Main Street Portfolio® (Class I)    · Neuberger Berman AMT Socially Responsive Portfolio® (Class I)  
· ING Pioneer Fund Portfolio (Class I)     

*      These funds are structured as “fund of funds.” See the Fund Fees and Expenses table on page 11 and the Fund Fees and Expenses section on page 31 for more information about “fund of funds.”
 
1      Effective April 28, 2008, the ING Neuberger Berman Regency Portfolio merged with and into the ING Pioneer Mid Cap Value Portfolio. Your investment in the subaccount that invested in the ING Neuberger Berman Regency Portfolio automatically became an investment in the ING Pioneer Mid Cap Value Portfolio subaccount with an equal total net asset value.
 
2      Effective April 28, 2008, the ING Van Kampen Large Cap Growth Portfolio merged with and into the ING Van Kampen Capital Growth Portfolio. Your investment in the subaccount that invested in the ING Van Kampen Large Cap Growth Portfolio automatically became an investment in the ING Van Kampen Capital Growth Portfolio subaccount with an equal total net asset value. Prior to January 31, 2008, the ING Van Kampen Large Cap Growth Portfolio was known as the ING FMRSM Large Cap Growth Portfolio.
 
3      Effective April 28, 2008, the ING UBS U.S. Allocation Portfolio merged with and into the ING Van Kampen Equity and Income Portfolio. Your investment in the subaccount that invested in the ING UBS U.S. Allocation Portfolio automatically became an investment in the ING Van Kampen Equity and Income Portfolio subaccount with an equal total net asset value.
 
4      Effective April 28, 2008, the ING Lord Abbett U.S. Government Portfolio merged with and into the ING VP Intermediate Bond Portfolio. Your investment in the subaccount that invested in the ING Lord Abbett U.S. Government Portfolio automatically became an investment in the ING V.P. Intermediate Bond Portfolio subaccount with an equal total net asset value.
 

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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. More detailed information about each fund, including information about their investment risks and fees and expenses, can be found in the fund’s current prospectus and Statement of Additional Information. You may obtain these documents by contacting us at our Customer Service Center.

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. This means that instructions from a small number of shareholders can determine the outcome of a vote. There is no minimum number of shares for which we must receive instructions before we vote the shares.

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. We will notify you in advance by a supplement to this prospectus if we close a subaccount. If a subaccount is closed or otherwise is unavailable for new investment, unless you provide us with alternative allocation instructions, all future premiums directed to the subaccount that was closed or is unavailable 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 by contacting our Customer Service Center. See also the Transfers section of this prospectus, page 50, 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 the change is disclosed in an effective prospectus or prospectus supplement, authorized, if necessary, by an order from the SEC, and approved, if necessary, by the appropriate state insurance department(s). We will notify you of any 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     
     
     
     
    In the policy the 
    “fixed account” 
    is referred to as 
    the “Guaranteed 
    Interest 
    Division.” 
     
     
     
    and transfer your net policy value into the fixed account.   
    We declare the interest rate that applies to all amounts in   
    the fixed account. Although the interest rate will change   
    over time, the interest rate will never be less than 4.00%.   
    Additionally, we guarantee that the interest rate will not   
    change more frequently than every policy anniversary.   
    Interest compounds daily at an effective annual rate that   
    equals the declared rate. We credit interest to the fixed   
    account on a daily basis. We pay interest regardless of   
    the actual investment performance of our general   
    account. We bear all of the investment risk for the fixed   
    account.    

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

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

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

    DETAILED INFORMATION ABOUT THE POLICY

    This prospectus describes our standard FirstLine II 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

    The policy is no longer offered for new sales. When you purchased the policy, however, you were required to submit an application to us. On that application you were required to select, among other things:

    • The amount of your base insurance coverage (which generally must be at least $50,000);
    • Your initial death benefit option;
    • The death benefit qualification test to apply to your policy; and
    • Any riders or optional benefits.

    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 and simplified 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.

    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 42, 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.

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    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 71.

    After we deduct the tax charges and the sales 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 No-Lapse and Death Benefit Guarantees, page 39.

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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 refuse to accept or 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 insurableaccording to our normal underwriting rules for the applicable risk class andrating at the time that you make the unscheduled premium payment if thebase death benefit is increased due to an unscheduled premiumpayment;
    • 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;
    • 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; and
    • Our acceptance of an unscheduled premium payment may be subject to certain limitations and conditioned on the availability of reinsurance coverage.

    Satisfactory evidence of insurability may include receipt of an application and required medical information.

    Target Premium. Target premium is not based on your scheduled premium. Target premium is actuarially determined based on the age and gender of the insured person. The target premium is used to determine your sales charge and the sales compensation we pay. It may or may not be enough to keep your policy in force. You are not required to pay the target premium and there is no penalty for paying more or less. The target premium for your policy and additional segments is listed in your policy schedule pages.

    Minimum Annual Premium. To qualify for the no-lapse guarantee, during each of your first three policy years you must pay at least the minimum annual premium shown in your policy. See No-Lapse and Death Benefit Guarantees, page 39.

    We may reduce the minimum annual premium for group or sponsored arrangements, or for corporate purchasers.

    Premium Payments Affect Your Coverage. Unless your policy is in the no-lapse guarantee period or you have an optional death benefit guarantee, your coverage lasts only as long as you have a positive surrender 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 59.

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    During the no-lapse guarantee period, we guarantee that your policy and riders will not lapse regardless of your surrender value provided your cumulative premium payments, minus any partial withdrawals and any outstanding loan amount and accrued loan interest are at least equal to your minimum annual premium. See No-Lapse and Death Benefit Guarantees, page 39.

    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 No-Lapse and Death Benefit Guarantees, page 39.

    Allocation of Net Premium. Until your initial net premium is allocated as described below, we hold premiums in a general suspense account. Premiums held in this suspense account do not earn interest.

    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.

    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.

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    All net premiums we receive after the applicable period are allocated to your policy on the valuation date of their receipt in good order. 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 (we will notify you in advance by a supplement to this prospectus if we close a subaccount) or is otherwise unavailable, net premium received that would have been allocated to the subaccount corresponding to the closed or otherwise unavailable may be automatically allocated among the other available subaccounts according to your most recent allocation instructions. If your most recent allocation instructions do not include any available funds, you must provide us with alternative allocation instructions or the premium payment will be returned to you. You may give us alternative allocation instructions by contacting our Customer Service Center. Your failure to provide us with alternative allocation instructions before we return your premium payment(s) may result in your policy entering the 61 day grace period and/or your policy lapsing without value. See Lapse, page 59, for more information about how to keep your policy from lapsing. See also Reinstatement, page 59, for more information about how to put your policy back in force if it has lapsed.

    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 23.

    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 $1 million, which includes other in-force coverage you have with us.

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

    • You have completed and signed our temporary insurance coverage form;
    • We have received and accepted a premium payment of at least your scheduled premium (selected on your application); and
    • The necessary parts of the application are complete.

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

    • Five days after we mail the premium refund to the address on your application;
    • Five days after we mail notice of termination to the address on your application;
    • Your policy date;
    • The date we refuse to issue a policy based on your application; or
    • 90 days after you sign our temporary life insurance coverage form.

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

    • There is a material misrepresentation in your answers on the temporary insurance coverage form;
    • There is a material misrepresentation in statements on your application;
    • The person or persons intended to be insured die by suicide or self-inflicted injury; or
    • The bank does not honor your premium check or authorized withdrawal.

    During the period of temporary insurance coverage your premium payments are held by us in a general suspense account until underwriting is completed and the policy is issued or the temporary insurance coverage otherwise ends. Premiums held in this suspense account do not earn interest and they are not allocated to the investment options available under the policy until a policy is issued. If a policy is not issued and temporary coverage ends, any premium received will be returned without interest. See Allocation of Net Premium, page 23.

    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.

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

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

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

    Sales Charge. We deduct a sales charge from each premium payment.

    Segment Issue Age    Sales Charge Percentage 
    0 – 49    2.25% 
    50 – 59    3.25% 
    60 – 85    4.25% 

    When calculating your applicable sales charge, we allocate premium payments we receive after an increase in the amount of base insurance coverage to your coverage segments in the same proportion as the target premium for each segment bears to the total target premium of your base insurance coverage.

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

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

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

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

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

    The surrender charge is made up of two parts:

    • An administrative surrender charge; and
    • A sales surrender charge.

    Each coverage segment will have its own set of administrative and sales surrender charge rates which will apply only to that segment.

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    Administrative Surrender Charge. The administrative surrender charge varies by age at policy issue or when you add a new base coverage segment:

        Administrative Surrender Charge per 
    Insured Person’s Age    $1,000 of Base Insurance Coverage 
    0 – 39    $2.50 
    40 – 49    $3.50 
    50 – 59    $4.50 
    60 – 69    $5.50 
    70 and above    $6.50 

    If during the first 14 segment years you decrease your base insurance coverage or take a partial withdrawal which causes your base insurance coverage to decrease, we will assess an administrative surrender charge in the same proportion as the decrease in your base insurance coverage. Additionally, the amount of any subsequent administrative surrender charge will decrease by this same amount.

    We designed the administrative surrender charge to cover part of our administrative expenses, such as the expenses associated with:

    • Processing applications;
    • Establishing policy records;
    • Underwriting; and
    • Developing and operating our administrative systems.

    Sales Surrender Charge. We calculate the sales surrender charge for each segment by applying the premium you paid to each segment in the same proportion that the target premium for each segment has to the sum of the target premiums for all segments.

    The sales surrender charge is:

    • 25.00% of the premium we receive up to target premium for each segment without substandard ratings (“the standard target premium”); plus
    • 5.00% of the premium we receive in the first seven segment years in excess of the standard target premium for that segment.

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

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

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

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

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

    We reduce your future maximum sales surrender charge in the same proportion that we reduce your base insurance coverage if:

    • You make a decrease to your base insurance coverage more than seven years after your policy date; or
    • You make a partial withdrawal from your policy which reduces the base insurance coverage and you make your request more than seven years after the date you added the additional segment.

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

    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.

    Periodic Fees and Charges

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

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    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. We deduct from your policy value a mortality and expense risk charge of 0.002055% (0.75% on an annual basis) of the amount you have invested in the subaccounts. This charge is deducted each day as part of the calculation of the daily unit values for the subaccounts and does not appear as a separate charge on your statement or confirmation.

    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 of $10 during the first three policy years.

    This charge helps compensate us for the costs associated with:

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

    Administrative Charge. Each month we deduct an administrative charge of $3 plus $0.025 per $1,000 of base insurance coverage (or total insurance coverage, if greater). We currently limit this charge to $33 each month.

    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 4.00% annual interest rate; and
    • Your policy value minus the periodic fees and charges due on that date, other than cost of insurance charges.

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

    Separate cost of insurance rates apply to each segment of your insurance coverage and your 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.

    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.

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    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 41 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

    As shown in the fund prospectuses and described in the Fund Fees and Expenses table on page 11 of this prospectus, each fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other expenses which may include service fees that may be used to compensate service providers, including the company and its affiliates, for administrative and policy owner services provided on behalf of the fund. Furthermore, certain funds may 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. For a more complete description of the funds’ fees and expenses, review each fund’s prospectus.

    The company or its U.S. affiliates receive substantial revenue from each of the funds or the funds’ affiliates, although the amount and types of revenue vary with respect to each of the funds offered through the policy. This revenue is one of several factors we consider when determining the policy fees and charges and whether to offer a fund through our policies. Fund revenue is important to the company’s profitability, and it is generally more profitable to offer affiliated funds than to offer unaffiliated funds.

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    In terms of total dollar amounts received, the greatest amount of revenue generally comes from assets allocated to funds managed by Directed Services LLC or other company affiliates, which funds may or may not also be subadvised by another company affiliate. Assets allocated to funds managed by a company affiliate but subadvised by unaffiliated third parties generally generate the next greatest amount of revenue. Finally, assets allocated to unaffiliated funds generate the least amount of revenue. The company expects to make a profit from this revenue to the extent it exceeds the company’s expenses, including the payment of sales compensation to our distributors.

    Types of Revenue Received from Affiliated Funds. Affiliated funds are (a) funds managed by Directed Services LLC or other company affiliates, which funds may or may not also be subadvised by another company affiliate; and (b) funds managed by a company affiliate but that are subadvised by unaffiliated third parties.

    Revenues received by the company from affiliated funds may include:

    • A share of the management fee deducted from fund assets;
    • Service fees that are deducted from fund assets;
    • For certain share classes, the company or its affiliates may also receive compensation paid out of 12b-1 fees that are deducted from fund assets; and
    • Other 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 fund’s 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 the organization. In the case of affiliated funds subadvised by unaffiliated third parties, any sharing of the management fee between the company and the affiliated investment adviser is based on the amount of such fee remaining after the subadvisory fees has been paid to the unaffiliated subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the company.

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

    • For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and
    • Additional payments for administrative, recordkeeping or other services that we provide to the funds or their affiliates, such as processing purchase and redemption requests and mailing fund prospectuses, periodic reports and proxy materials. These additional payments may be used by us to finance distribution of the policy.

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    These revenues are received as cash payments, and if the three unaffiliated fund families currently offered through the policy were individually ranked according to the total amount they paid to the company or its affiliates in 2007, that ranking would be as follows:

    • Fidelity® Variable Insurance Product Portfolios;
    • American Funds Insurance Series; and
    • Neuberger Berman AMT Portfolios® .

    If the revenues received from affiliated funds were included in this list, payments from Directed Services LLC and other company affiliates would be at the top of the list.

    In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in company sales conferences or educational and training meetings. In relation to such participation, a fund’s investment adviser, subadviser or affiliate may make fixed dollar payments to help expense 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.

    Certain funds may be structured as “fund of funds.” These funds may have higher fees and expenses than a fund that invests directly in debt and equity securities because they also incur the fees and expenses of the underlying funds in which they invest. These funds are affiliated funds, and the underlying funds in which they invest may be affiliated funds as well. The fund prospectuses disclose the aggregate annual operating expenses of each portfolio and its corresponding underlying fund or funds. The “fund of funds” available through the policy are identified in the list of funds available through the variable account on page 16.

    Please note that certain management personnel and other employees of the company or its affiliates may receive a portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. See Distribution of the Policy, page 75.

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    Death Benefits     
     
    You decide the amount of life insurance protection you     
    In the policy the 
    amount of 
    insurance 
    coverage you 
    select is 
    referred to as 
    the “Face 
    Amount.” 
     
    need, now and in the future. Generally, we require a   
    minimum of $50,000 of base insurance coverage to issue   
    your policy. We may lower this minimum for certain   
    group, sponsored or corporate purchasers. The amount   
    of insurance coverage in effect on your policy date is   
    your initial coverage segment. If you have an Adjustable   
    Term Insurance Rider, at issue we restrict the amount of   
    the rider benefit to no more than nine times your base   
    insurance coverage.   

    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 20.

    Changes in the Amount of Your Insurance Coverage

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

    There may be underwriting or other requirements that must be met before we will approve a change. After we approve your request to change the amount of insurance coverage under the policy, we will send a new policy schedule page to you. You should attach it to your policy. We may ask you to return your policy to our Customer Service Center so that we can make this change for you.

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

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

      Each new segment will have:

    • A new sales charge;
    • New cost of insurance charges, guaranteed and current;
    • A new incontestability period;
    • A new suicide exclusion period;
    • A new target premium;
    • A new minimum annual premium during the no-lapse guarantee period; 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.

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    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 decrease the amount of your insurance coverage, however, decreases below the minimum we require to issue you a policy are not allowed.

    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.

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

    We reserve the right not to approve a requested change in your insurance coverage that would disqualify your policy as life insurance under Section 7702 of the Internal Revenue Code. In addition, we may refuse to approve a requested change in your insurance coverage that would cause your policy to become a modified endowment contract under Section 7702A of the Internal Revenue Code without your prior written acknowledgment accepting your policy as a modified endowment contract. Decreasing the amount of insurance coverage under your policy could cause your policy to be considered a modified endowment contract. If this happens, prior and subsequent distributions from the policy (including loans) may be subject to adverse tax treatment. You should consult a qualified tax adviser before changing your amount of insurance coverage. See Modified Endowment Contracts, page 63.

    Continuation of Coverage

    The continuation of coverage feature automatically continues your insurance coverage in force beyond the policy anniversary nearest the insured person’s 100th 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.

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    Partial withdrawals and loans are allowed during the continuation of coverage period. If we pay a persistency refund on the fixed account, it will be credited to your policy. 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 58.

    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 65.

    Death Benefit Qualification Tests     
     
    The death benefit proceeds are generally not subject to     
     
    In the policy the 
    “guideline 
    premium test” 
    is referred to as 
    the “Guideline 
    Premium/Cash 
    Value Corridor 
    Test.” 
     
     
    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.

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    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, 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.

    Death Benefit Options

    There are two 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.

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    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 35.

    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.

    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 Change

         Base Insurance Coverage Following the Change: From: To:

    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.

    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.

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    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 42.

    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 26.

    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 and 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.

    No-Lapse and Death Benefit Guarantees     
     
    No-lapse Guarantee. The policy has a no-lapse   

     
    In the policy, 
    the “no-lapse 
    guarantee 
    period” is 
    referred to as 
    the “Special 
    Continuation  
    Period.” 
     

    guarantee which provides that the policy will not lapse   
    guarantee period) regardless of its surrender value, if on   
       
    a monthly processing date premiums you have paid,   
    minus partial withdrawals that you have taken, minus   
    outstanding loans, including accrued loan interest, is   
    greater than or equal to the cumulative minimum   
    monthly premium for each policy month from the first   
    month of your policy through the current monthly   
    processing date.   

    The minimum monthly premium is one-twelfth of the minimum annual premium. Your minimum annual premium is based on:

    • The amount of your base insurance coverage;
    • The insured person’s age, gender and risk class; and
    • Additional rider coverage on your policy.

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

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    During the no-lapse guarantee period, if there is not enough surrender value to pay the periodic fees and charges due each month and you have satisfied these requirements, we do not allow your policy to lapse. We do not permanently waive these charges. Instead, we continue to deduct these charges which may result in a negative surrender value, unless you pay enough premium to prevent this. The negative balance is your unpaid monthly periodic fees and charges owing. At the end of the no-lapse guarantee period, to avoid lapse of your policy you must pay enough premium to bring the surrender value to zero plus the amount that covers your estimated monthly periodic fees and charges for the following two months. See Lapse, page 59.

    Death Benefit Guarantee. The policy has a death benefit     
     
     
    In the policy, 
    the death 
    benefit 
    guarantee 
    feature is 
    referred to as 
    the “Guaranteed 
    Minimum 
    Death Benefit.” 
     
     
    guarantee which provides that the policy will not lapse   
    even if the surrender value is not enough to pay the   
    periodic fees and charges each month.   
       
    This is an optional benefit that may be selected only   
    when you apply for the policy. The death benefit   
    guarantee extends the period that your policy’s base   
    insurance coverage remains in force even if the   
    surrender value declines due to poor investment   
    performance of the funds. There is no charge for this   
    benefit and the guarantee lasts for the greater of ten   
    policy years or until the insured person reaches age   
    65.    

    To keep the death benefit guarantee in force:

    • You must pay premium at least equal to the guarantee period annual premium; and
    • Your net policy value must meet certain diversification requirements.

    The guarantee period annual premium is based on:

    • The amount of your base insurance coverage;
    • The insured person’s age, gender and risk class; and
    • Additional rider coverage on your policy.

    On each monthly processing date we test to determine if you have paid enough premium to keep your guarantee in place. We take the actual premiums we have received and subtract the partial withdrawals and loans (including accrued interest) you have taken. The result must equal or exceed the sum of the guarantee period monthly premium payments for each policy month starting with your first policy month through the end of the policy month that begins on the current monthly processing date. A guarantee period monthly premium is equal to one-twelfth of the guarantee period annual premium.

    You must continually meet the premium requirements for the death benefit guarantee to remain in effect. If your policy benefits increase, the guarantee period annual premium increases.

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    In addition, to keep the death benefit guarantee in force your net policy value on any monthly processing date must meet 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 or ING VP Strategic Allocation (if available) portfolios.

    You should consider the following in relation to the death benefit guarantee:

    • If you have the death benefit guarantee, the guarantee period annual premium will be shown on your policy schedule page. (See Premium Payments, page 21);
    • If your policy fails to satisfy either the annual premium or diversification test we will send you a notice and give you a thirty day opportunity to correct the condition. If you do not correct it, the death benefit guarantee terminates;
    • Once it terminates, you cannot reinstate the death benefit guarantee and the guarantee period annual premium no longer applies to your policy;
    • You may terminate this guarantee 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 loan interest from cumulative premiums paid when calculating whether you have paid sufficient premiums to keep the guarantee in effect; and
    • Even if the death benefit guarantee terminates, your policy will not necessarily lapse (See Lapse, page 59).

    Additional Insurance Benefits

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

    • Those that provide optional benefits that you must select before they are effective; and
    • Those that automatically come with the policy.

    The following information does not include all of the terms and conditions of each rider, and you should refer to the rider to fully understand its benefits and limitations. We may offer riders not listed here. Not all riders may be available under your policy. Contact your agent/registered representative for a list of riders and their availability.

    Optional Rider Benefits

    The following 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 63.

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    Additional Insured Rider. This rider provides death benefits upon the death of a named immediate family member. The insured person under this rider can be no older than age 85. You may add up to five Additional Insured Riders to your policy. We require proof of insurability for each person. Minimum coverage for each additional insured person is $10,000. Maximum coverage for all additional insured persons is five times your total base insurance coverage. There is no defined premium for a given amount of Additional Insured Rider coverage. Instead, we deduct a separate monthly cost of insurance charge from your policy value. The cost of insurance for this rider is calculated as the monthly cost of insurance rate for the rider coverage(s) multiplied by the Additional Insured Rider death benefit(s) in effect at the monthly processing date. The cost of insurance rates are determined by us from time to time. They are based on the issue age(s), gender(s) and risk class(es) of the additional insured person(s), as well as the length of time since the rider was added to your policy. Rates for this rider will not exceed the levels in the 1980 Commissioner’s Standard Ordinary Sex Distinct Mortality Table. 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.

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

    We generally restrict your coverage under this rider to an amount not more than nine times your base insurance coverage at issue. For example, if your base insurance coverage is $100,000, then the maximum amount of coverage under this rider is $900,000 with a total insurance coverage amount of $1,000,000.

    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.

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

    • The amount of total insurance coverage you have selected; or
    • Your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

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

    • The amount of total insurance coverage you have selected plus your policy value; or
    • Your policy value multiplied by the appropriate factor from the definition of life insurance factors described in Appendix A.

    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:

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

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

    Even when the adjustable term insurance benefit is reduced to zero, your rider remains in effect until you remove it from your policy. Therefore, if the base death benefit later 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. There may be underwriting or other requirements that must be met before we will approve a change in your Adjustable Term insurance Rider coverage.

    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 56; and Changes in the Amount of Your Insurance Coverage, page 34.

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    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 total charges that you pay may be more or less if you have some coverage under an Adjustable Term Insurance Rider rather than just base insurance coverage. There are no sales charges 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. 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 29.

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

    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; 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 Policy, page 75.
     

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    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. See also, Adjustable Term Insurance Rider, page 42.

    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 Benefit

    The following rider benefit may come with your policy automatically. Exercising this benefit may have tax consequences. See Accelerated Death Benefit Rider, page 65.

    Accelerated Death Benefit Rider. Under certain circumstances, the Accelerated Death Benefit Rider allows you to accelerate payment of the eligible 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.

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    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. See Accelerated Death Benefit Rider, page 65.

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

        In the policy 
    the “policy 
    value” is 
    referred to as 
    the “Account 
    Value”; the 
    “fixed account 
    value” is 
    referred to as 
    the “Account 
    Value of the 
    Guaranteed 
    Interest 
    Division”; the 
    “variable 
    account value” 
    is referred to as 
    the “Account 
    Value of the 
    Investment 
    Options of the 
    Separate 
    Account”; and 
    the “loan 
    account value” 
    is referred to as 
    the “Account 
    Value of the 
    Loan 
    Division.” 
    Policy Value   
       
    Your policy value equals the sum of your fixed account,   
    variable account and loan account values. Your policy   
    value reflects:   
    · The net premium applied to your policy;   
    · The fees and charges that we deduct;   
    · Any partial withdrawals you take;   
       
    · Interest earned on amounts allocated to the fixed   
         account;   
    · The investment performance of the funds underlying   
         the subaccounts of the variable account; and   
    · Interest earned on amounts held in the loan account.   
       
    Fixed Account Value   
       
    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.   
    See The Fixed Account, page 18.   
       
    Variable Account Value   
       
    Your variable account value equals your policy value   
    attributable to amounts invested in the subaccounts of the   
    variable account.   
       

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

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

    • Investment income;
    • Realized and unrealized gains and losses;
    • Fund expenses (including fund redemption fees, if applicable);
    • Daily mortality and expense risk charges; and
    • Taxes, if any.

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

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

    We redeem accumulation units:

    • When amounts are transferred from a subaccount (including transfers to the loan account);
    • For the monthly deduction of the periodic fees and charges from your policy value;
    • For policy transaction fees;
    • When you take a partial withdrawal;
    • If you surrender your policy; and
    • To pay the death benefit proceeds.

    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 in good order, 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.

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

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

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

    • The accumulation unit value for the preceding valuation date, multiplied by;
    • The subaccount’s accumulation experience factor for the valuation period.

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

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

    • We take the net asset value of the underlying fund shares as reported to us by the fund managers as of the close of business on that valuation date;
    • We add dividends or capital gain distributions declared and reinvested by the fund during the current valuation period;
    • We subtract a charge for taxes, if applicable;
    • 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; and
    • We then subtract the mortality and expense risk charge. The daily charge is 0.002055% (0.75% annually) of the accumulation unit value. If the previous day was not a valuation date, this charge is multiplied by the number of days since the last valuation date.
    Loan Account Value     
     
    When you take a loan from your policy we transfer an     
    In the policy the 
    “loan account” 
    is referred to as 
    the “Loan 
    Division.” 
     
    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 49.   

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    Special Features and Benefits

    Persistency Refund

    Where state law permits, we pay long-term policy owners a persistency refund. Each month your policy remains in force after your tenth policy anniversary, we credit your policy value with a refund of 0.05% of policy value. This refund is 0.6% of your policy value on an annual basis.

    We do not guarantee that we will pay a persistency refund on the fixed account. If we do, however, we will pay it even if your policy is in the continuation of coverage period.

    We add the persistency refund to the subaccounts and fixed account, but not the loan account, in the same proportion that your policy value in each investment option has to your net policy value as of the monthly processing date.

    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.

    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 4.00% . 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 4.75% . 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.

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    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 and accrued loan interest is greater than your policy value, less any surrender charges;
    • A loan may cause the termination of the death benefit guarantee 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 guarantee 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 and 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 63.

    Transfers

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

    • If your state requires a refund of premium during the free look period, you may not make transfers until after your free look period ends;
    • The minimum amount you may transfer is $100;
    • If the amount remaining in the investment option after a transfer will be less than $100, we will transfer the entire amount; and
    • We may limit the number of transfers or restrict or refuse transfers because of frequent or disruptive transfers, as described below.

    Any conditions or limits we impose on transfers between the subaccounts or to the fixed account will generally apply equally to all policy owners. However, we may impose different conditions or limits on 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 53.

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    One transfer from the fixed account to the subaccounts of the variable account may be made only within 30 days of each policy anniversary. This transfer is 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 in good order, 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.

    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.

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    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 in good order.

    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 in good order 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.

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    If you have the 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 the death benefit guarantee and you terminate automatic rebalancing, you still must meet the diversification requirements for the guarantee period to continue. See No-Lapse and Death Benefit Guarantees, page 39.

    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.

    Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund variable insurance and retirement products have adopted a common Excessive Trading Policy to respond to the demands of the various fund families that make their funds available through our products to restrict excessive fund trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.

    We actively monitor fund transfer and reallocation activity within our variable insurance products to identify violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and reallocation activity:

    • Meets or exceeds our current definition of Excessive Trading, as defined below; or
    • Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable insurance and retirement products.

    We currently define Excessive Trading as:

    • More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means two or more round-trips involving the same fund within a 60 calendar day period would meet our definition of Excessive Trading; or
    • Six round-trips involving the same fund within a rolling twelve month period.

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    The following transactions are excluded when determining whether trading activity is excessive:

    • Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals and loans);
    • Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or scheduled asset allocation programs;
    • Purchases and sales of fund shares in the amount of $5,000 or less;
    • Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement between such funds and a money market fund; and
    • Transactions initiated by us, another member of the ING family of companies or a fund.

    If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice Response Unit (VRU), telephone calls to the ING Customer Service Center or other electronic trading medium that we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we will send them a letter warning that another purchase and sale of that same fund within twelve months of the initial purchase in the first round-trip will be deemed to be Excessive Trading and result in a suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy of any warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered representative or the investment adviser for that individual or entity. A copy of the warning letters and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares were involved in the trading activity.

    If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all fund transfers or reallocations, not just those that involve the fund whose shares were involved in the activity that violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered representative or investment adviser for that individual or entity and the fund whose shares were involved in the activity that violated our Excessive Trading Policy.

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    Following the six month suspension period during which no additional violations of our Excessive Trading Policy are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

    We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is disruptive or not in the best interests of other owners of our variable insurance and retirement products, regardless of whether the individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth above.

    Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

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

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

    Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement products offered by us and/or the other members of the ING family of companies, either by prospectus or stated policy, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice, to implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations (which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from the fund.

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    Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we have entered into information sharing agreements with each of the fund companies whose funds are offered through the policy. Policy owner trading information is shared under these agreements as necessary for the fund companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these agreements, the company is required to share information regarding policy owner transactions, including but not limited to information regarding fund transfers initiated by you. In addition to information about policy owner transactions, this information may include personal policy owner information, including names and social security numbers or other tax identification numbers.

    As a result of this information sharing, a fund company may direct us to restrict a policy owner’s transactions if the fund determines that the policy owner has violated the fund’s excessive/frequent trading policy. This could include the fund directing us to reject any allocations of premium or policy value to the fund or all funds within the fund family.

    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; or
    • 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.

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    We charge a partial withdrawal fee of 2.00% of the amount withdrawn, up to $25 for each partial withdrawal. See Partial Withdrawal Fee, page 26.

    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 71.

    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.

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

    • No more than fifteen years have passed since your policy date;
    • The insured person is younger than age 81; and
    • The amount of the partial withdrawal is less than the greater of 10% of your policy value or 5% of the amount of your base insurance coverage.

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

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

    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 base insurance coverage after the withdrawal would be less than $50,000.

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

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    A partial withdrawal may have adverse tax consequences depending on the circumstances. See Tax Status of the Policy, page 61.

    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 63. 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

    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.

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


    We compute your surrender value as of the valuation date we receive your written surrender request in good order 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 71.

    If you surrender your policy we may deduct a surrender charge. See Surrender Charge, page 26. Surrender of your policy may have adverse tax consequences.

    See Distributions Other than Death Benefits, page 63.

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    Lapse

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

    • The no-lapse guarantee is in effect;
    • A death benefit guarantee is in effect;
    • Your surrender 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, and 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 surrender 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 no-lapse guarantee or 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 63.

    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.

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    To reinstate the policy and available 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 63.

    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 36. 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 62. If we return premium in order to bring your policy into compliance with the requirements of Section 7702, it will be refunded on a last-in, first-out basis and be taken from the investment options in which your policy value is allocated on a pro rata basis.

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    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. Accordingly, we believe it is reasonable to conclude that the diversification requirements have been satisfied. If it is determined, however, that your variable life policy does not satisfy the applicable diversification regulations and rulings because a subaccount’s corresponding fund fails to be adequately diversified for whatever reason, we will take appropriate and reasonable steps to bring your policy into compliance with such regulations and rulings and we reserve the right to modify your policy as necessary in order to do so.

    In certain circumstances, owners of a variable life insurance policy have been considered, for federal income tax purposes, to be the owners of the assets of the separate account supporting their policies, due to their ability to exercise investment control over such assets. When this is the case, the policy owners have been currently taxed on income and gains attributable to the separate account assets. Your ownership rights under your policy are similar to, but different in some ways from those described by the IRS in rulings in which it determined that policy owners are not owners of separate account assets. For example, you have additional flexibility in allocating your premium payments and your policy values. These differences could result in the IRS treating you as the owner of a pro rata share of the variable account assets. We do not know what standards will be set forth in the future, if any, in Treasury regulations or rulings. We reserve the right to modify your policy, as necessary, to try to prevent you from being considered the owner of a pro rata share of the variable account assets, or to otherwise qualify your policy for favorable tax treatment.

    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, state 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.

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    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 policy transaction will cause the policy to be classified as a modified endowment contract.

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

    Additionally, all modified endowment contracts that are issued by us (or our affiliates) to the same policy owner during any calendar year are treated as one modified endowment contract for purposes of determining the amount includible in the policy owner’s income when a taxable distribution occurs.

    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’sinvestment in the policy only after all gain has been distributed. The amountof gain in the policy will be equal to the difference between the policy’svalue, determined without regard to any surrender charges, and theinvestment in the policy;

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    • 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 this penalty tax.

    If we discover that your policy has inadvertently become a modified endowment contract, we will assume that you do not want it to be classified as a modified endowment contract and attempt to fix this by refunding any excess premium with related interest. The excess gross premium will be refunded on a last-in, first-out basis and taken from the investment options in which your policy value is allocated on a pro rata basis.

    Policies That Are Not Modified Endowment Contracts

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

    Loan amounts from or secured by a policy that is not a modified endowment contract are generally not taxed as distributions. Finally, neither distributions from, nor loan amounts from or secured by, a policy that is not a modified endowment contract are subject to the 10% additional income tax penalty.

    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.

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    Other Tax Matters

    Policy Loans

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

    If a loan from a policy is outstanding when the policy, other than a modified endowment contract, 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 65, for more information about this rider.) However, you should consult a qualified tax adviser about the consequences of adding this rider to a policy or requesting payment under this rider.

    Continuation of a Policy

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

    Section 1035 Exchanges

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

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    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 policy 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.

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    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.

    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.

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    Age

    We issue your policy at the insured person’s age (stated in your policy schedule) based on the nearest birthday to the policy date. 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.

    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 65.

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    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 65.

    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.

    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 that were deducted for the increase.

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    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 59. 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.

    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.

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    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

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

    • Make transfers;
    • Change premium allocations;
    • Change your dollar cost averaging and automatic rebalancing programs; 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 53.

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

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    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.

    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 4.00%, 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.

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    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.

    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 28. Subject to regulatory approval, personalized illustrations may be based upon a weighted average rather than an arithmetic average of fund expenses.

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

    Distribution of the Policy

    We sell the policy 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 ING America Equities, Inc., our affiliate and the principal underwriter and distributor of the policy. ING America Equities, Inc. is organized under the laws of the State of Colorado, registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934, and a member of the Financial Industry Regulatory Authority. Its principal office is located at 1290 Broadway, Denver, Colorado 80203-5699.

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    ING America Equities, Inc. offers the securities under the policies on a continuous basis. For the years ended December 31, 2007, 2006 and 2005, the aggregate amount of underwriting commissions we paid to ING America Equities, Inc. was $34,635,694, $30,168,287 and $35,623,260, respectively.

    ING America Equities, Inc. does not retain any commissions or other amounts paid to it by us for sales of the policy. Rather, it pays all the amounts received from us to the broker/dealers for selling the policy, and part of that payment goes to your agent/registered representative.

    The following is a list of broker/dealers affiliated with the company which have selling agreements with ING America Equities, Inc.: [To be updated by amendment.]

    • Bancnorth Investment Group, Inc.
    • Financial Network Investment Corporation
    • Guaranty Brokerage Services, Inc.
    • ING Financial Advisers, LLC
    • ING Financial Partners, Inc.
    • Multi-Financial Securities Corporation
    • PrimeVest Financial Services, Inc.

    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 or supplemental commissions. However categorized, commissions paid will not exceed the total of the percentages shown below.

    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 95% of the target premium we receive, 4% of premium received in excess of the target premium, and 0.15% of the average net policy value beginning in the eleventh policy year. These percentages reflect the amounts we will pay in the first policy year and the percentages may decrease thereafter.

    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 25%.

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    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 the sales compensation described above, ING America Equities, Inc. may also pay broker/dealers additional compensation or reimbursement of expenses for their efforts in selling the policy to you and other customers. These amounts may include:

    • Marketing/distribution allowances which may be based on the percentages of premium received, the aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products issued by the company and/or its affiliates during the year;
    • Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to agents/registered representatives). 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;
    • 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 and/or meetings for their agents/registered representatives who sell our products. 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 may pay commissions, dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits and the costs of all other incentives or training programs from our resources, which include the fees and charges imposed under the policy.

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    The following is a list of the top 25 broker/dealers that, during 2007, received the most, in the aggregate, from us in connection with the sale of registered variable life insurance policies issued by us, ranked by total dollars received: [To be updated by amendment.]

    • ING Financial Partners, Inc.
    • NFP Securities, Inc.
    • Multi-Financial Securities Corporation
    • Transamerica Financial Advisors, Inc.
    • M Holdings Securities, Inc.
    • Linsco/Private Ledger Corp.
    • Securities America, Inc.
    • Wachovia Securities, LLC
    • American General Securities Incorporated
    • Waterstone Financial Group, Inc.
    • FSC Agency, Inc.
    • ProEquities, Inc.
    • Park Avenue Securities LLC
    • ValMark Securities, Inc.
    • Newbridge Securities Corporation
    • R. A. Bench Securities, Inc.
    • UBS Financial Services Inc.
    • Associated Securities Corp.
    • Raymond James Financial Services, Inc.
    • Capital Analysts, Incorporated
    • World Equity Group, Inc.
    • The Leaders Group, Inc.
    • Jefferson Pilot Securities Corporation
    • Financial Network Investment Corporation
    • SII Investments, Inc.

    This is a general discussion of the types and levels of compensation paid by us for the sale of our variable life insurance policies. It is important for you to know that the payment of volume or sales-based compensation to a broker/dealer or registered representative may provide that registered representative a financial incentive to promote our policies over those of another company and may also provide a financial incentive to promote the policy offered by this prospectus over one of our other policies.

    Legal Proceedings

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

    FirstLine II
    78

    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.

    FirstLine II
    79

    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

    Funds Available Through the Variable Account

    [To be updated by amendment.]

    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 policy value 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 Funds – Growth Fund    Investment Adviser:    Seeks growth of capital by investing 
    (Class 2)    Capital Research and Management    primarily in U.S. common stocks. 
        Company     
    American Funds – Growth-Income    Investment Adviser:    Seeks capital growth and income over 
    Fund (Class 2)    Capital Research and Management    time by investing primarily in U.S. 
        Company    common stocks and other securities 
            that appear to offer potential for capital 
            appreciation and/or dividends. 
    American Funds – International    Investment Adviser:    Seeks growth of capital over time by 
    Fund (Class 2)    Capital Research and Management    investing primarily in common stocks 
        Company    of companies based outside the United 
            States. 
    Fidelity® VIP Contrafund &reg Portfolio    Investment Adviser:    Seeks long-term capital appreciation. 
    (Service Class)    Fidelity Management & Research     
        Company     
        Subadvisers:     
        FMR Co., Inc.; Fidelity Research &     
        Analysis Company; Fidelity     
    Management & Research (U.K.) Inc.;    
        Fidelity International Investment     
        Advisors, Fidelity International     
      Investment Advisors (U.K.) Limited;   
        Fidelity Investments Japan Limited     
    Fidelity® VIP Equity-Income    Investment Adviser:    Seeks reasonable income. Also 
    Portfolio (Service Class)    Fidelity Management & Research    considers the potential for capital 
        Company    appreciation. Seeks to achieve a yield 
        Subadvisers:    which exceeds the composite yield on 
        FMR Co., Inc.; Fidelity Research &    the securities comprising the Standard 
        Analysis Company; Fidelity    & Poor’s 500SM Index (S&P 500® ). 
      Management & Research (U.K), Inc.;   
        Fidelity International Investment     
        Advisors; Fidelity International     
      Investment Advisors (U.K.) Limited;   
        Fidelity Investments Japan Limited     

    B-1

        Investment Adviser/     
    Fund Name    Subadviser    Investment Objective 
     
    ING AllianceBernstein Mid Cap    Investment Adviser:    Seeks long-term growth of capital. The 
    Growth Portfolio (Class I)    Directed Services LLC    portfolio’s investment objective is not 
        Subadviser:    fundamental and may be changed 
        AllianceBernstein, L.P.    without a shareholder vote. 
    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. The 
        Subadviser:    portfolio’s investment objective is not 
        Evergreen Investment Management    fundamental and may be changed 
        Company, LLC    without a shareholder vote. 
     
    ING Evergreen Omega Portfolio    Investment Adviser:    Seeks long-term capital growth. The 
    (Class I)    Directed Services LLC    portfolio’s investment objective is not 
        Subadviser:    fundamental and may be changed 
        Evergreen Investment Management    without a shareholder vote. 
        Company, LLC     
    ING FMRSM Diversified Mid Cap    Investment Adviser:    Seeks long-term growth of capital. 
    Portfolio (Class I)    Directed Services LLC     
        Subadviser:     
      Fidelity Management & Research Co.   
    ING Focus Five Portfolio (Class    Investment Adviser:     
    I)    Directed Services LLC     
        Subadviser:     
     
    ING Franklin Templeton Founding    Investment Adviser:    . 
    Strategy Portfolio (Class I)    Directed Services LLC     
        Subadviser:     
     
    ING Global Real Estate Portfolio    Investment Adviser:     
    (Class S)    Directed Services LLC     
        Subadviser:     
     
    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.     

    B-2

        Investment Adviser/     
    Fund Name    Subadviser    Investment Objective 
     
    ING JPMorgan Small Cap Core    Investment Adviser:    Seeks capital growth over the long 
    Equity Portfolio (Class I)    Directed Services LLC    term. The portfolio’s investment 
        Subadviser:    objective is not fundamental and may 
        J.P. Morgan Investment Management    be changed without a shareholder vote. 
        Inc.     
    ING JPMorgan Value    Investment Adviser:    Seeks to provide long-term capital 
    Opportunities Portfolio (Class I)    Directed Services LLC    appreciation. The portfolio’s 
        Subadviser:    investment objective is not fundamental 
        J. P. Morgan Investment Management    and may be changed without a 
        Inc.    shareholder vote. 
     
    ING Julius Baer Foreign    Investment Adviser:    Seeks long-term growth of capital. The 
    Portfolio (Class I)    Directed Services LLC    portfolio’s investment objective is not 
        Subadviser:    fundamental and may be changed 
        Julius Baer Investment Management,    without a shareholder vote. 
        LLC     
    ING Legg Mason Value Portfolio    Investment Adviser:    A non-diversified portfolio that seeks 
    (Class I)    Directed Services LLC    long-term growth of capital. The 
        Subadviser:    portfolio’s investment objective is not 
        Legg Mason Capital Management, Inc.    fundamental and may be changed 
            without a shareholder vote. 
    ING LifeStyle Aggressive    Investment Adviser:    Seeks growth of capital. This objective 
    Growth Portfolio (Class I)    ING Investments, LLC    is not fundamental and may be changed 
        Subadvisers:    without a shareholder vote. 
        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. This objective is not 
        Subadvisers:    fundamental and may be changed 
        Ibbotson Associates and ING    without a shareholder vote. 
        Investment Management Co.     
    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. This 
        Subadvisers:    objective is not fundamental and may 
        Ibbotson Associates and ING    be changed without a shareholder vote. 
        Investment Management Co.     
    ING LifeStyle Moderate Portfolio    Investment Adviser:    Seeks growth of capital and current 
    (Class I)    ING Investments, LLC    income. This objective is not 
        Subadvisers:    fundamental and may be changed 
        Ibbotson Associates and ING    without a shareholder vote. 
        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. 

    B-3

        Investment Adviser/     
    Fund Name    Subadviser    Investment Objective 
     
    ING Liquid Assets Portfolio    Investment Adviser:    Seeks high level of current income 
    (Class I)    Directed Services LLC    consistent with the preservation of 
        Subadviser:    capital and liquidity. 
        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. The 
    Opportunities Portfolio (Class I)    Directed Services LLC    portfolio’s investment objective is not 
        Subadviser:    fundamental and may be changed 
        Marsico Capital Management, LLC    without a shareholder vote. 
     
    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 
        Directed Services LLC    total return. The portfolio’s investment 
        Subadviser:    objective is not fundamental and may 
        Massachusetts Financial Services    be changed without a shareholder vote. 
        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. The portfolio’s investment 
        Subadviser:    objective is not fundamental and may 
        Pioneer Investment Management, Inc.    be changed without a shareholder vote. 
     
    ING Pioneer Mid Cap Value    Investment Adviser:    Seeks capital appreciation. The 
    Portfolio (Class I)    Directed Services LLC    portfolio’s investment objective is not 
        Subadviser:    fundamental and may be changed 
        Pioneer Investment Management, Inc.    without a shareholder vote. 
    ING Stock Index Portfolio    Investment Adviser:    Seeks total return. The portfolio’s 
    (Class I)    Directed Services LLC    investment objective is not fundamental 
        Subadviser:    and may be changed without a 
        ING Investment Management Co.    shareholder vote. 
    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.     

    B-4

        Investment Adviser/     
    Fund Name    Subadviser    Investment Objective 
    ING Van Kampen Capital    Investment Adviser:     
    Growth Portfolio (Class I)    Directed Services LLC     
        Subadviser:     
        Morgan Stanley Investment     
        Management, Inc. (d/b/a Van     
        Kampen)    
    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    Australasia and Far East® Index 
        Advisors, B. V.    (“MSCI EAFE® Index”), while 
            maintaining a market level of risk. The 
            portfolio’s investment objective is not 
            fundamental and may be changed 
            without a shareholder vote. 
    ING Wells Fargo Small Cap    Investment Adviser:    Seeks long-term capital appreciation. 
    Disciplined Portfolio (Class S)    Directed Services LLC    The portfolio’s investment objective is 
        Subadviser:    not fundamental and may be changed 
        Wells Capital Management, Inc.    without a shareholder vote. 
     
    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 Neuberger Berman    Investment Adviser:    Seeks capital growth. 
    Partners Portfolio (Initial Class)    Directed Services LLC     
        Subadviser:     
      Neuberger Berman Management Inc.   
    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.     

    B-5

        Investment Adviser/     
    Fund Name    Subadviser    Investment Objective 
     
    ING PIMCO Total Return    Investment Adviser:    Seeks maximum total return, consistent 
    Portfolio (Initial Class)    Directed Services LLC    with capital preservation and prudent 
        Subadviser:    investment management. 
        Pacific Investment Management     
        Company LLC     
    ING Pioneer High Yield    Investment Adviser:     
    Portfolio (Initial Class)    Directed Services LLC     
        Subadviser:    
     
    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 capital 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, Inc    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. 
    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 Lehman Brothers    Investment Adviser:     
    Aggregate Bond Index Portfolio    ING Investments, LLC     
    (Class I)    Subadviser:     
     
    ING Russell Large Cap Global    Investment Adviser:     
    85% Index Portfolio (Class I)    ING Investments, LLC     
        Subadviser:    

    B-6

        Investment Adviser/     
    Fund Name    Subadviser    Investment Objective 
     
    ING Russell Small Cap    Investment Adviser:     
    Index Portfolio (Class I)    ING Investments, LLC     
        Subadviser:    
     
    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 Stock Price Index (S&P 
        ING Investment Management Co.    500 Index), while 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 MidCap 400 
        ING Investment Management Co.    Index) while 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:    SmallCap 600 Index (S&P SmallCap 
        ING Investment Management Co.    600 Index) while maintaining a market 
            level of risk. 
    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 by 
    Socially Responsive Portfolio®    Neuberger Berman Management Inc.    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

    The subaccounts that invest in the following funds have been closed to new investment:

    • AIM V.I. Core Equity Fund
    • Fidelity® VIP Investment Grade Bond Portfolio
    • ING BlackRock Large Cap Value Portfolio
    • ING Mid Cap Growth Portfolio 1, 2
    • ING Lord Abbett Affiliated Portfolio
    • ING Opportunistic Large Cap Value Portfolio 3
    • ING American Century Large Company Value Portfolio
    • ING American Century Small-Mid Cap Value Portfolio
    • ING Legg Mason Partners Aggressive Growth Portfolio
    • ING VP Strategic Allocation Conservative Portfolio
    • ING VP Strategic Allocation Growth Portfolio
    • ING VP Strategic Allocation Moderate Portfolio
    • ING VP High Yield Portfolio
    • ING VP Growth and Income Portfolio 4
    • ING VP MidCap Opportunities Portfolio 2
    • ING VP Real Estate Portfolio
    • Van Eck Worldwide Hard Assets Fund

    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. You may give us alternative allocation instructions by contacting our:

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

    Your failure to provide us with alternative allocation instructions before we return your premium payment(s) may result in your policy entering the 61 day grace period and/or your policy lapsing without value. See Lapse, page 59, for more information about how to keep your policy from lapsing. See also Reinstatement, page 59, for more information about how to put your policy back in force if it has lapsed.

    1      Prior to January 31, 2008, this fund was known as the ING FMRSM Mid Cap Growth Portfolio.
     
    2      Effective April 28, 2008, the ING Mid Cap Growth Portfolio merged with and into the ING VP MidCap Opportunities Portfolio. Your investment in the subaccount that invested in the ING Mid Cap Growth Portfolio will automatically become an investment in the ING VP MidCap Opportunities Portfolio subaccount with an equal total net asset value.
     
    3      Prior to April 28 2008, this fund was known as the ING VP Value Opportunity Portfolio.
     
    4      Effective July 12, 2007, the ING Fundamental Research Portfolio merged with and into the ING VP Growth and Income Portfolio. Your investment in the subaccount that invested in the ING Fundamental Research Portfolio will automatically become an investment in the ING VP Growth and Income Portfolio subaccount with an equal total net asset value. The ING
     
      VP Growth and Income Portfolio was immediately closed to new investment.
     

    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    4 
    Financial Statements    4 
    Financial Statements of Security Life Separate Account L1    1 
    Statutory Basis Financial Statements of Security Life of Denver Insurance Company    1 

    • 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 28.

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

      ING 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-__________.
    .

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

    PART B

    INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

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

    Statement of Additional Information dated April 28, 2008

         FIRSTLINE II
     Variable Universal Life Insurance Policy

    This Statement of Additional Information is not a prospectus and should be read in conjunction with the current FirstLine II prospectus dated April 28, 2008. 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    1 

    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 subaccounts of the variable account. Each subaccount 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 subaccounts 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 subaccounts of the variable account and the funds available for investment through the subaccounts of the variable account may appear in advertisements, sales literature or reports to policy owners or prospective purchasers. SUCH PERFORMANCE INFORMATION FOR THE SUBACCOUNTS 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 TAX, SALES, 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 subaccounts 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 subaccount commenced operation. We will calculate such performance information based on the assumption that the subaccounts 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 subaccounts. 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 subaccounts 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 subaccounts, 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 which 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 subaccount 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 subaccount 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 subaccounts 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

    The statements of assets and liabilities of Security Life Separate Account L1 as of December 31, 2007, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, and the statutory basis financial statements of Security Life of Denver Insurance Company as of December 31, 2007 and 2006, and for the three years in the period ended December 31, 2007, 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

    The financial statements of the variable account reflect the operations of the variable account as of and for the year ended December 31, 2007, and have been audited by
    ____________________, independent registered public accounting firm.

    The statutory basis financial statements of the company as of December 31, 2007 and 2006, and for the three years in the period ended December 31, 2007, have been audited by
    ____________________, 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, 2007 and 2006, and for the three years in the period ended December 31, 2007, 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 to be added by amendment.]

    4

    ############    April 2008 

            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. 2502 (VUL)-6/98). (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.) 
        (2)    Adjustable Term Insurance Rider (Form No. R2000-3/96). (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.) 
        (3)    Right to Exchange Rider (Form No. R-1504). (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.) 
        (4)    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.) 
        (5)    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.) 
        (6)    Aviation Exclusion Rider (Form No. S-9622). (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.) 
        (7)    Additional Insured Rider (Form No. R-2002). (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.) 
        (8)    Continuation of Coverage After Age 100 Endorsement. (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.) 
        (9)    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.) 
     
    (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.) 
     
    (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.) 
        (c)    Rule 22C-2 Agreement, effective April 16, 2007, and to become operational on October 16, 2007, 
            by and between American Funds Service Company, ING Life Insurance and Annuity Company, 
            ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
            Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance 
            Company and Systematized Benefits Administrators Inc. (Incorporated herein by reference to 
            Post-Effective Amendment No. 12 to Registration Statement on Form N-6, File Number 333- 
            47527, as filed on April 9, 2007.) 

    (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.) 
        (cc)    Rule 22C-2 Agreement, effective April 16, 2007, and to become operational on October 16, 2007, 
            by and between Fidelity Distributors Corporation, ING Life Insurance and Annuity Company, 
            ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
            Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance 
            Company and Systematized Benefits Administrators Inc. (Incorporated herein by reference to 
            Post-Effective Amendment No. 12 to Registration Statement on Form N-6, File Number 333- 
            47527, as filed on April 9, 2007.) 
    (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)    Rule 22C-2 Agreement, effective April 16, 2007, and to become operational on October 16, 2007, 
            by and between ING Funds Services, LLC, ING Life Insurance and Annuity Company, ING 
            National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
            Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance 
            Company and Systematized Benefits Administrators Inc. (Incorporated herein by reference to 
            Post-Effective Amendment No. 12 to Registration Statement on Form N-6, File Number 333- 
            47527, as filed on April 9, 2007.) 
    (11)    (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.)
    (12)    (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.) 
    (13)    (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.) 

        (e)    Shareholder Information Agreement (Rule 22C-2 Agreement), dated April 16, 2007, and to be 
            effective on October 16, 2007, by and between M Fund, Inc., M Financial Advisers, Inc. and 
            Security Life of Denver Insurance Company. (Incorporated herein by reference to Post Effective 
            Amendment No. 6 to the Form N-6 Registration Statement of Security Life of Denver Insurance 
            Company and its Security life Separate Account L1, filed on April 19, 2006, File No. 117329.) 
    (14)    (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.) 
        (e)    Rule 22C-2 Agreement, effective April 16, 2007, and to become operational on October 16, 2007, 
            by and between Neuberger Berman Management Inc., ING Life Insurance and Annuity Company, 
            ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
            Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance 
            Company and Systematized Benefits Administrators Inc. (Incorporated herein by reference to 
            Post-Effective Amendment No. 12 to Registration Statement on Form N-6, File Number 333- 
            47527, as filed on April 9, 2007.) 
    (15)    (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.) 
    (16)    (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.) 
    (17)    (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. [To be 
        added by amendment.] 
    (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, One Orange Way, Windsor, CT    Director and Chairman 
             06095-4774     
    David A. Wheat, 5780 Powers Ferry Road, NW, Atlanta,    Director, Executive Vice President and Chief Financial 
             GA 30327          Officer 
    Catherine H. Smith, One Orange Way, Windsor, CT    Director and Senior Vice President 
             06095-4774     
    Bridget M. Healy, 230 Park Avenue, New York NY    Director 
             10169     
    Robert G. Leary, 230 Park Avenue, New York NY    Director 
             10169     
    Kathleen A. Murphy, One Orange Way, Windsor, CT    Director 
             06095-4774     
    Valerie D. Brown, 5780 Powers Ferry Road, NW,    Senior Vice President 
             Atlanta, GA 30327     
    Boyd G. Combs, 5780 Powers Ferry Road, NW, Atlanta,    Senior Vice President, Tax 
             GA 30327     
    Daniel P. Mulheran, Sr. 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 19380-1478     
    Harry N. Stout, 1475 Dunwoody Drive, West Chester,    Senior Vice President 
             PA 19380-1478     
    Pamela S. Anson, 2001 21st Avenue NW, Minot, ND    Vice President 
             58703     
    Kimberly M. Curley, 1290 Broadway, Denver, CO    Vice President and Illustration Actuary 
             80203     
    Chad M. Eslinger, 2001 21st Avenue NW, Minot, ND    Vice President, Compliance 
             58703     
    Deborah C. Hancock, 1290 Broadway, Denver, CO    Vice President 
             80203     
    Laurie J. Rasanen, 2001 21st Avenue NW, Minot, ND    Vice President 
             58703     
    Carol S. Stern, 601 13th Street NW, Suite 550 N,    Vice President and Chief Compliance Officer 
             Washington DC 20005     
    Beth G. Shanker, 1290 Broadway, Denver, CO 80203    Vice President, Compliance 
    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 
     
    Incorporated herein by reference to Item 28 in Pre-Effective Amendment No. 1 to Registration Statement on Form N- 
    6 for Security Life Separate Account L1 of Security Life of Denver Insurance Company (File No. 333-147534), as 
    filed with the Securities and Exchange Commission on January 31, 2008. 

    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 
    Margaret B. Wall, 20 Washington Avenue South,    Director, President and Chief Executive Officer 
           Minneapolis MN 55401                 
    Laurie J. Rasanen, 2001 21st Avenue NW, Minot, ND    Director, Vice President and Chief Operating Officer 
           58703                     
    Daniel P. Mulheran, Sr., 20 Washington Avenue South,    Director         
           Minneapolis, MN 55401                 
    Cynthia A, Grimm, 1475 Dunwoody Drive, West    Chief Financial Officer/Financial and Operations 
           Chester PA 19380-1478        Principal         
    Beth G. Shanker, 1290 Broadway, Denver, CO 80203    Chief Compliance Officer     
    David S. Pendergrass, 5780 Powers Ferry Road, NW,    Vice President and Treasurer     
           Atlanta, GA 30327                     
    Pamela S. Anson, 2001 21st Avenue NW, Minot, ND    Vice President     
           58703                     
    Deborah C. Hancock, 1290 Broadway, Denver, CO    Assistant Vice President     
           80203                     
    Glenn A. Black, 5780 Powers Ferry Road, NW, Atlanta,    Tax Officer         
           GA 30327                     
    Terry L. Owens, 5780 Powers Ferry Road, NW, Atlanta,    Tax Officer         
           GA 30327                     
    James H. 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                 
    M. Christine Foster, 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) 
         
         
    Name of Principal 
      Underwriter 
    		  (2) 
    2007 Net 
    Underwriting 
    Discounts and 
    Commissions 
    		  (3)   
    Compensation on 
    Events Occasioning 
    the Deduction of a 
    Deferred Sales Load 
    		  (4) 
     
     
    Brokerage 
    Commissions 
    		  (5) 
     
     
     
    Other Compensation* 
           
           
           
           
    ING America 
      Equities, Inc.      		                   
                      $34,635,694 
    *     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, the Registrant, Security Life Separate Account L1 of Security Life Insurance Company, has duly caused this Initial Registration Statement on Form N-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Windsor and in the State of Connecticut on the 12th day of February, 2008.

    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 Initial Registration Statement has been signed below by the following persons in the capacities indicated and on the date indicated.

    Signature    Title                 Date 
     
    /s/ Donald W. Britton*     President     
    Donald W. Britton     (principal executive officer)     
     
    /s/ Bridget M. Healy*    Director     
    Bridget M. Healy         
     
    /s/ Robert G. Leary*     Director     
    Robert G. Leary         
     
    /s/ Thomas J. McInerney*     Director and Chairman     
    Thomas J. McInerney        February 
            12, 2008 
    /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(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.