EXHIBIT 1.a(3)(b)

                                AMENDMENT TO THE
                 BROKER-DEALER SUPERVISORY AND SELLING AGREEMENT
                             FOR VARIABLE CONTRACTS

This  Amendment  is made by and among  ING  Security  Life of  Denver  Insurance
Company ("ING Security Life"), ING America Equities,  Inc. ("INGAE") and Selling
Broker-Dealer and Agency, collectively known as the Parties.

WHEREAS,  the Parties  have  executed a  Broker-Dealer  Supervisory  and Selling
Agreement for Variable  Contracts ("the  Agreement") which provides that Selling
Broker-Dealer   and  Agency   will   enable   and   supervise   its   registered
representatives  to solicit and sell the  Contracts  issued by ING Security Life
and distributed by INGAE.

WHEREAS,  the  Agreement  also provides for certain  compensation  to be paid to
Selling  Broker-Dealer or Agency for the sales of such Contracts,  the Agreement
is modified as follows:

1.  The Schedule I, "Compensation Schedule to Selling Agreement for ING Security
    Life Corporate Benefits Variable Universal Life" is hereby added.

This Amendment is effective ________________, and shall be deemed to be accepted
by  Broker-Dealer  and Agency by ING Security Life and INGAE by submission of an
application  for the  Corporate  Benefits  Variable  Universal  Life  product by
Selling Broker-Dealer or Agency on or after that date.






                                   SCHEDULE I

                              COMPENSATION SCHEDULE
                     TO SELLING AGREEMENT FOR SECURITY LIFE
                   CORPORATE BENEFITS VARIABLE UNIVERSAL LIFE


This Schedule is an attachment to the ING America  Equities,  Inc. ("ING America
Equities")  Selling  Agreement by and among the parties pursuant to paragraph 17
of that Selling  Agreement,  effective as of  ________,  2000,  or the date that
Selling  Broker-Dealer  submits an  application  for this product,  whichever is
later.  The  provisions of this  Schedule  shall apply only to ING Security Life
Corporate  Benefits Variable  Universal Life policies solicited and issued while
this Schedule is in effect.  All compensation  payable under this Schedule shall
be subject to the terms and conditions  contained herein at the time of issue of
the policy by ING  Security  Life of Denver  Insurance  Company  ("ING  Security
Life").

1.  Commission Structure:

    Commissions  are  payable  on  premiums  paid in each year up to the  target
    premium  only.  No  commissions  are paid on premium in excess of the target
    premium.  Any time a new coverage segment is created,  premiums allocated to
    that segment will be commissionable up to that segment's target premium. The
    commission rates as a percent of target premium are given in a table below.

            Policy Year of Coverage          Commission Rate
                    Segment

                       1                          10%
                     2 - 4                         8%
                     5 - 10                        2%
                      11+                          0

    Premiums received within 15 days prior to policy  anniversary will result in
    the agent receiving  commissions at the same rate as if the premium was paid
    on the  anniversary  date.

    If this  product is sold with a maximum  ATR  coverage,  the target  premium
    could be zero which would result in no  commissions  payable  other than the
    annual trail commission described in section 2, below.

2.  Trail Commissions: as a percent of the net account value are paid. The trail
    commission is  calculated  monthly based on the net account value at the end
    of the prior month.  It is paid at the end of the policy year,  provided the
    policy remains in force at that time and is






    not  subject to the grace  period  provisions.  The trail  commissions  will
    continue  when  the  insured  lives  past  age 100 and the  continuation  of
    coverage  feature is in force.  The annual trail  commission rates are given
    below.

Annual trail commission rates as a percent of the net account value:

               Policy              Year Trail Commission Rate
               1 - 20                       0.20%
                21+                         0.10%


3.  Riders: The Adjustable Term Insurance Rider has no target premium associated
    with it.

4.  Commission  Calculation:  Commissions  shall be  calculated  only on premium
    actually  received and accepted by ING Security Life.  Commissions  shall be
    paid only on an earned basis.  Outstanding loan amounts carried over are not
    considered commissionable premium.

5.  Premium Allocation: If the Stated Death Benefit has been increased since the
    policy date, premiums received are allocated to the coverage segments in the
    same proportion that the commission target premium for each segment bears to
    the total commission target premium of the policy.

6.  Death Benefit  Increases:  If a premium payment  accompanies a request for a
    Stated Death Benefit increase or is received while a request is pending, the
    payment will be applied to the policy but  commissions  shall not be payable
    until the increase is effective.  The commission shall then be payable based
    on the premium being  allocated  among all segments as it would normally and
    the new target premium after the increase.

7.  Compensation  Payments:  Compensation on initial premium shall be due to the
    Selling Broker-Dealer at the time of the issuance of
    the policy and for all other premium payments at the time of the receipt and
    acceptance of premium by ING Security Life,  except that the amount, if any,
    and the time of payment of compensation  on stated death benefit  increases,
    replacements, reissues, changes, conversions, exchanges, term renewals, term
    conversions,  premiums  paid in advance,  policies  issued on a  "guaranteed
    issue" basis, policies requiring facultative reinsurance  arrangements,  and
    other  special cases and programs  shall be governed by ING Security  Life's
    underwriting and administrative rules then in effect. The Compensation shall
    be payable to the Selling Broker-Dealer in accordance with the Schedule I in
    effect at the time of issue of the policy.

8.  Commission Chargeback: In the event that a policy for which a commission has
    been paid is lapsed or surrendered by the Policy Owner or has a reduction of
    stated death benefit during the first three policy years,  or is returned to
    ING  Security  Life for  refund of premium  during  the Free Look  Period as
    described in the policy, ING Security Life and





    ING America Equities shall require  reimbursement from Selling Broker-Dealer
    as shown below.

         Policy Year                     Commission Chargeback
             1                    10% of first year premium up to target
             2                    6% of second year premium up to target
             3                    3% of third year premium up to target
             4+                                  0%

    If a premium payment for which a commission has been paid is refunded by ING
    Security Life, a reimbursement of the commission paid on the amount refunded
    will  be due  from  the  Selling  Broker-Dealer.  The  reimbursement  may be
    deducted  by  ING  America  Equities  from  the  next,  or  any  subsequent,
    commission payment to Selling Broker-Dealer.

    If the amount to be reimbursed exceeds  compensation  otherwise due, Selling
    Broker-Dealer  shall promptly reimburse ING America Equities before the next
    commission cycle.

9.  Internal  Exchanges:  Commissions  on the exchange of any ING Security  Life
    policy for Corporate  Benefits Variable Universal Life, if any, will be paid
    in accordance with the exchange procedures in effect at ING Security Life on
    the date the exchange is  completed.  The  commission  rates  and/or  target
    premiums may be adjusted in accordance  with the rules in effect at the time
    of the exchange.  If the Representative  responsible for the exchange is not
    the producer of the  original  policy,  and the  original  producer is still
    active  with  ING  Security  Life,  no  commission  will be  payable  to the
    Representative or the Selling Broker-Dealer.