EXHIBIT 11

                              STRATEGIC BENEFIT VUL
          DESCRIPTION OF ISSUANCE, TRANSFER, AND REDEMPTION PROCEDURES
                FOR POLICIES PURSUANT TO RULE 6E-3(T)(B)(12)(III)

This document sets forth the administrative procedures that will be followed by
Security Life of Denver ("Security Life") in connection with the issuance of its
Strategic Benefit flexible premium variable universal life insurance policies
(the "policies") issued through Security Life Separate Account L1 (the "Separate
Account"), the transfer of assets held under the policies, and the redemption of
interests in policies for use on multi-life basis when the insured people share
a common employment or business relationship.


I.   PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE POLICIES

     A.  Offering of the Policy

         The policy is offered only to corporate entities or qualifying groups
         of ten or more insured people who may be individual owners ("owners")
         who satisfy certain suitability standards. The policy may be purchased
         to insure the life of a person (an "insured") in whom the owner has an
         insurable interest. Security Life requires satisfactory evidence of
         insurability, which may include a medical examination of the insured.
         The issue ages are 15 through 85. Age is determined by the insured's
         age as of the birthday nearest the policy date.

         Generally, a minimum total group first year premium of at least
         $250,000 is required. However, depending on underwriting circumstances,
         the minimum total group first year premium may be reduced. There is no
         minimum required base death benefit, although a minimum target death
         benefit of $50,000 per policy is required. The minimum target death
         benefit on some policies may be less as long as the average target
         death benefit for the group at policy issuance is at least $50,000.

         Acceptance of an application depends on Security Life's underwriting
         rules. Security Life reserves the right to reject an application for
         any reason.

         If a policy has more than one owner (joint owners), then transactions
         under the policy except for telephone transfers of account value
         require the authorization of all owners.

    B.   Cost of Insurance Charges Structure, Payments and Underwriting
         Standards

         Security Life places the insured in a premium class when the policy is
         issued, based on underwriting. This original premium class applies to
         the initial stated death benefit.



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         The cost of insurance charge for a policy is based on the age at issue,
         sex, premium class of the insured, and on the policy year. Therefore
         the charge varies from time to time. Security Life places insureds in
         the following premium classes, based on underwriting: Standard smoker
         (ages 0-85); and Standard Non-smoker (ages 20-85). Security Life's
         definition of "Smoker" includes the use of cigarettes, cigars, pipes,
         chewing tobacco, nicotine chewing gun or patch, snuff or any other
         tobacco or nicotine-based product or, insureds may be placed in a
         substandard rate class, with a higher mortality risk than the standard
         smoker or standard non- smoker classes.

         Security Life guarantees that the cost of insurance rates used to
         calculate the monthly cost of insurance charge will not exceed the
         maximum cost of insurance set forth in the policies. The guaranteed
         cost of insurance rate for standard classes are based on the 1980
         Commissioners' Standard ordinary mortality Tables, Male or Female,
         Smoker or Nonsmoker Mortality Premiums (1980 CSO Tables). The
         guaranteed cost of insurance rates for substandard classes are based on
         multiples of or additives to the 1980 CSO Tables.

         At any time, Security Life's current cost of insurance may be less than
         the guaranteed cost of insurance that is set forth in the policy.
         Current cost of insurance rates are determined based on expectations as
         to future mortality, investment earnings, expenses, taxes, and
         persistency experience. These rates may change from time to time.

         Cost of insurance rates (whether guaranteed or current) for an insured
         in a standard non-smoker class are equal to or lower than guaranteed
         cost of insurance for an insured of the same age and sex in a standard
         smoker class. Cost of insurance rates (whether guaranteed or current)
         for an insured in a standard non-smoker or smoker class are generally
         lower than guaranteed cost of insurance for an insured of the same age
         and sex and smoker status in a substandard class.

         The cost of insurance will not be the same for all policies. Insurance
         is based on the principle of pooling and distribution of mortality
         risks which assumes that each owner is charged a cost of insurance
         commensurate with the insured's mortality risk as actuarially
         determined, reflecting factors such as age, sex, health, and
         underwriting method. A uniform cost of insurance charge for all
         insureds would discriminate unfairly in favor of those insureds
         representing higher risks. However, there will be a uniform cost of
         insurance charge for all insureds of the same issue age, sex, policy
         duration and underwriting classification.

         If the insured's age or sex has been misstated in the application for
         the policy or in any application for supplemental or rider benefits,
         and if the misstatement becomes known during the lifetime of the
         insured, then policy values will be adjusted to reflect the correct
         monthly deductions (based on the correct age or sex) since the policy
         date. If the policy's values are insufficient to cover the monthly
         deduction on the prior monthly date, the grace period will be deemed to
         have begun, and notification will be sent to the owner at least 61 days
         prior to the end of the grace period. See "Policy Termination and Grace
         Period," below.



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     C.  Death Benefit

         The policy provides coverage on a named insured and a Death Benefit
         payable upon the death of the insured. The policy will remain in force
         as long as the policy's cash surrender value is sufficient to cover the
         charges due.

         On or after the first monthly processing date, the owner may request a
         reduction in the stated death benefit, by written notice to Security
         Life, subject to the following rules. If a change in the stated death
         benefit would result in total premiums paid exceeding the premium
         limitations prescribed under current tax law to qualify the policy as a
         life insurance contract, Security Life will refund promptly to the
         owner the excess above the premium limitations.

         The minimum amount of a decrease in stated death benefit is $1,000, and
         a decrease will become effective on the monthly processing date next
         following the date that notice requesting the decrease is received and
         approved by Security Life. Security Life reserves the right to decline
         a requested decrease in the stated death benefit if compliance with the
         guideline premium limitations under current tax law resulting from this
         decrease would result in immediate termination of the policy, or if to
         effect the requested decrease, payments to the owner would have to be
         made from the accumulated value for compliance with the guideline
         premium limitations, and the amount of such payments would exceed the
         cash surrender value under the policy.

         At any time the owner may request an increase in the stated death
         benefit; any increase in the stated death benefit must be at least
         $1,000 (unless the increase is effected pursuant to a rider providing
         for automatic increases in stated death benefit), and an application
         must be submitted. An increase that is not guaranteed by rider will
         require satisfactory evidence of insurability and must meet Security
         Life's underwriting rules. The increase in stated death benefit will
         become effective on the next monthly processing date after the request
         is approved. The account value will be adjusted to reflect a monthly
         deduction (as of the effective date) based on the increased stated
         death benefit.

         Security Life will determine a cost of insurance rate for each increase
         in coverage based on the age of the insured at the time of the
         increase. The following rules apply to determine the risk amount for
         each rate.

         When an increase in stated death benefit is requested, Security Life
         conducts underwriting before approving the increase to determine
         whether a different premium class will apply to the increase. If the
         premium class for the increase has lower cost of insurance rates than
         the original premium class, then the premium class for the increase
         will also be applied to the initial stated death benefit. If the
         premium class for the increase has higher cost of insurance rates than
         the original premium class, the premium class for the increase will
         apply only to the increase in stated death benefit, and the original
         premium class will continue to apply to the initial stated death
         benefit.




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         To determine the risk amount associated with a stated death benefit,
         Security Life will attribute the total net amount at risk for the total
         stated death benefit. If there is a decrease in stated death benefit
         after an increase, the decrease is applied first to decrease prior
         increases in stated death benefit starting with the most recent
         increase.

         The policy will be offered and sold pursuant to an established
         mortality structure and underwriting standards in accordance with state
         insurance laws. Where state insurance laws prohibit the use of
         actuarial tables that distinguish between men and women in determining
         premiums and policy benefits for their insured resident, Security Life
         will comply.

     D.  Application and Payment Processing

         To purchase a policy, an application must be completed and submitted
         through an authorized Security Life agent. Temporary life insurance
         coverage may be provided prior to the policy date under the terms of a
         temporary insurance agreement. In accordance with Security Life's
         underwriting rules, temporary life insurance coverage may not exceed
         $3,000,000 and will not remain in effect for more than ninety (90)
         days.

         The insurance coverage becomes effective on the policy date, which may
         be specified on the application. The policy date is used to determine
         the monthly processing date, coverage effective date and policy
         anniversaries.

         The policy date is: 1) the date specified on the application, 2) the
         back-date of the policy to save age; or if neither 1) or 2) apply, it
         is the date all underwriting and administrative requirements are met if
         the initial premium has been received. Otherwise, it is the date the
         initial premium is received by Security Life.

         The investment date is the date that Security Life first applies
         premium to the policy. It is the first valuation date following
         Security Life's: 1) receipt of the initial premium, 2) approval of the
         policy for issue, and 3) receipt of all issue requirements.

         As provided under state insurance law, the owner may be permitted to
         backdate the policy to preserve insurance age. In no case may the
         policy date be more than six months prior to the application date. The
         monthly deductions for the backdated period are deducted on the policy
         date.

         The initial premium payment must be at least equal to the sum of the
         scheduled premiums from the policy date through the investment date.

         Planned periodic premiums and unscheduled premiums that are not
         underwritten will be credited to the policy and the net premium
         invested on the valuation date they are received by Security Life. If a
         premium payment is rejected, Security Life will return it promptly,
         without adjustment.



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         The policy date is the date from which policy months, years, and
         anniversaries are measured. A policy month is a one-month period
         beginning with a monthly processing date and ending with the day
         immediately preceding the next following monthly processing date (i.e.
         8/15 - 9/14). The monthly processing date is the same as the policy
         date for each succeeding month. The monthly deductions are made each
         monthly processing date.

         A policy year is twelve months commencing with the policy date and
         ending with the day immediately preceding the next annual date (i.e.
         8/15/1999 - 8/14/2000).

         The issue date, if the same as the policy date, is the date from which
         the suicide and contestable periods start. It is shown in the policy.

     E.  Allocation of Net Premiums

         On the investment date, the account value equals the initial premium
         payment minus premium expense charges, minus monthly deductions made as
         the policy date (up to six months for backdated policies). On each
         investment date thereafter, the account value is the sum of the amounts
         in the variable investment options, the guaranteed interest division,
         and the loan division. The account value will vary with the performance
         of the selected investment options, interest credited on amounts in the
         guaranteed interest division, interest credited on amounts in the loan
         division, charges, transfers, partial withdrawals, loans and loan
         repayments. The net account value is cash value minus outstanding
         policy debt.

         When applying for a policy, the owner selects a plan for paying premium
         payments at specified intervals, e.g., quarterly, semi-annually or
         annually, until the maturity date. If the owner elects, Security Life
         will arrange for payment of planned period premiums on a monthly basis
         under a pre-authorized, electronic funds transfer (bank draft)
         arrangement. The owner is not required to pay premium in accordance
         with the plan; but can pay more or less than planned or skip a planned
         premium entirely. Currently, there is no minimum amount for each
         premium payment. Security Life may establish a minimum amount effective
         90 days after sending a written notice to the owner. Subject to certain
         limits (described below), the owner can change the amount and frequency
         of planned periodic premiums at any time by sending a notice to
         Security Life. However, Security Life reserves the right to limit the
         amount of a premium payment or the total premium paid.

         In the application, the owner specifies the percentage of net premium
         to be allocated to each investment option including the guaranteed
         interest division (G.I.D.). Net premiums generally will be invested on
         the valuation date that Security Life receives them and in accordance
         with the owner's most recent allocation instructions.

         The net premium allocation percentages specified in the application
         will apply to subsequent premium payments until the owner instructs
         otherwise. The minimum percentage that may be specified for an
         investment option is 1%, and all percentages must be whole numbers. The
         sum of allocations must equal 100%. Security Life limits the number of
         investment options (18) to which account value may be allocated over
         the life of the policy. An owner can change the


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         allocation percentages at any time by sending a notice to Security Life
         or, if telephone privileges are in effect, the request can be received
         by phone. The change applies to all premium payments received with or
         after receipt of the owner's notice.

     F.  Free Look

         Some states mandate that if an owner exercises his/her free look right
         he/she is entitled to a full premium refund. Other states mandate that
         if the owner exercises his/her free look option he/she is entitled to
         receive the value of the fund allocations plus a refund of the policy
         charges previously deducted.

         Amounts designated for the guaranteed interest division will be
         invested into that division on the investment date. If the owner's
         state requires return of premium during the free look period, amounts
         designated for the variable division are initially invested into the
         Liquid Asset Portfolio. Later, these amounts are transferred from the
         Liquid Asset Portfolio to the selected variable investment options, at
         the earlier of:
         1)   five days after we mailed the policy and the state free look
              period has ended; or
         2)   we have received the policy delivery receipt an the state free
              look period has ended.

         If the owner's state provides for return of account value during the
         free look period or no free look period, amounts designated for the
         variable division are invested directly into the selected variable
         investment options.

     G.  Additional Payment

         Additional unscheduled premium payments can be made at any time while
         the policy is in force. Premium payments after the initial premium
         payment must be made to the home office.

         Security Life has the right to limit the number and amount of such
         premium payments. Total premium payments paid in a policy year may not
         exceed guideline premium payment limitations for life insurance set
         forth in the Internal Revenue Code. Security Life will promptly refund
         the portion of any premium payment that is determined to be in excess
         of the premium payment limit established by law to qualify a policy as
         a contract for life insurance.

         Security Life reserves the right to reject a requested increase in
         planned periodic premiums, or unscheduled premium. Security Life also
         reserves the right to require satisfactory evidence of insurability
         prior to accepting a premium which increases the risk amount of the
         policy. No premium payment will be accepted after the maturity date.

         The payment of premiums may cause a policy to be a Modified Endowment
         Contract (M.E.C.) under the Internal Revenue Code. If acceptance of a
         premium paid would, in Security Life's view, cause the policy to become
         a M.E.C., then to the extent feasible Security Life will not accept
         that portion of the premium that would cause the policy to become a
         M.E.C. unless the owner confirms in writing that it is his/her intent
         to convert the policy to a


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         M.E.C. Security Life may return the excess portion of the payment
         pending receipt of instructions from the owner.

         The owner may specify that a particular unscheduled payment is to be a
         repayment of policy debt.

     H.  Policy Termination and Grace Period

         The policy terminates at the earliest of: 1) the end of the grace
         period, 2) the surrender of the policy or, 3) the fulfillment of
         Security Life's obligations under the policy (i.e., payment of the
         death benefit proceeds).

         If the cash surrender value on a monthly processing date is less than
         the amount of the monthly deduction to be deducted, the policy will be
         in default. In addition, if on a monthly processing date the
         outstanding policy debt exceeds the account value, the policy will be
         in default. The owner, and any assignee of record, will be sent notice
         of the default.

         If a policy goes into default, the owner will be allowed a 61-day grace
         period to pay a premium payment sufficient to cover the monthly
         deductions due during the grace period and for two additional months,
         or a sufficient amount to avoid termination caused by a high
         outstanding loan balance. Security Life will send notice of the amount
         required ("grace period premium payment") to the owner's last known
         address and the address of the assignee of record. The grace period
         will begin when the notice is sent. The policy will remain in effect
         during the grace period. If the insured should die during the grace
         period, the death benefit proceeds will be payable to the beneficiary,
         but the amount paid will be reduced for the monthly deductions which
         were due as of the date of death and for outstanding policy debt. If
         the grace period premium payment is not paid by the end of the grace
         period, the policy will lapse. It will have no value and no benefits
         will be payable.

     I.  Reinstatement of a Policy Terminated for Insufficient Values

         The policy may be reinstated within five years after lapse and before
         the maturity date, subject to compliance with certain conditions,
         including a necessary premium payment and submission of satisfactory
         evidence of insurability.

     J.  Repayment of a Loan

         An owner may repay all or part of his/her policy debt at any time while
         the insured person is living and the policy is in force. Loan
         repayments must be sent to the home office and will be credited as of
         the date received. The owner may instruct Security Life that a specific
         unscheduled payment is to be applied as a loan repayment. When a loan
         repayment is made, account value in the loan division in an amount
         equal to the repayment, is transferred from the loan division to the
         investment options according to the owner's current net premium
         allocation instructions.



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     K.  Policy Riders

         Rider benefits may be available to be added to the policy. Monthly
         charges for the rider will be deducted from the account value as part
         of the monthly deductions. The only rider available is the Adjustable
         Term Insurance Rider.

         Additional rules and limits apply to the rider benefits and are set
         forth in the rider.


 II.  TRANSFERS AMONG INVESTMENT OPTIONS

     Several investment options of the Separate Account are available for
     allocation of net premiums paid, subject to certain limitations set forth
     in the policy. Each invests in shares or units of an underlying portfolio.
     Currently available investment options invest in portfolios of AIM Variable
     Insurance Funds, Inc., The Alger American Fund, Fidelity Variable Insurance
     Products Fund and Variable Insurance Products Fund II, the GCG Trust,
     INVESCO Variable Investment Funds, Inc., Neuberger Berman Advisors
     Management Trust, Van Eck Worldwide Insurance Trust and to portfolios of
     Merrill Lynch Asset Management, L.P. All Funds are registered under the
     Investment Company Act of 1940 as open-end management investment companies.
     Additional funds may be made available in the future.

     After the free-look period and prior to the maturity date, the owner may
     transfer all or part of the account value from the investment options to
     other investment options or to the guaranteed interest division. An amount
     may be transferred from the guaranteed interest division to the variable
     investment options, subject to some restrictions. The minimum transfer
     amount is the lesser of $100 or the entire amount in that investment
     option. A transfer request that would reduce the amount in an investment
     option below $100 will be treated as a transfer request for the entire
     amount. Transfers from the guaranteed interest division are permitted only
     within the first 30 days of a policy year. Transfer requests received
     within 30 days prior to a policy anniversary will be processed on the
     policy anniversary. Such transfers are limited in amount to the greatest
     of: 25% of the balance in the guaranteed interest division on the policy
     anniversary; the total withdrawn in the prior policy year; or $100.00. With
     the exception of the Right to Exchange (described below), Security Life
     reserves the right to limit the number or frequency of transfers permitted
     in the future.

     Security Life will make the transfer as of the end of the valuation period
     during which such transfer is received by Security Life. Currently, there
     is a limit on the number (12) of free transfers that can be made between
     investment options in a policy year. Currently, Security Life assesses an
     excess transfer charge of $10 for each transfer in excess of the first
     twelve transfers during a policy year. The excess transfer charge will be
     deducted from the investment option from which the requested transfer is
     being made.

     Transfer requests will be accepted by telephone, provided the appropriate
     authorization has been provided to Security Life. Security Life reserves
     the right to suspend telephone transfer privileges


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     at any time, for any reason, if Security Life deems such suspension to be
     in the best interests of owners.

     Transfers may be effected pursuant to the dollar cost averaging or
     automatic rebalancing feature if elected by the owner as described in the
     current prospectus (without charge).

     During the first twenty-four policy months following the policy date, and
     within sixty days of the later of notification of a change in the
     investment policy of the separate account or the effective date of such
     change, the owner may exercise a one-time Right to Exchange the policy by
     requesting that all of the variable account value be transferred to the
     guaranteed interest division. Exercise of the Right to Exchange is not
     subject to the excess transfer charge. Following the exercise of the Right
     to Exchange, premium may not be allocated to the variable account, and
     transfers of account value to the variable account will not be permitted.
     The other terms and conditions of the policy will continue to apply.



 III.  REDEMPTION PROCEDURES, SURRENDER AND RELATED TRANSACTIONS

     A.  Surrender for Cash Surrender Value

         An owner may surrender the policy at any time for its cash surrender
         value by submitting notice to the home office. Security Life may
         require return of the policy. A surrender request will be processed as
         of the valuation date the surrender notice and all required documents
         are received. Payment generally will be made within seven calendar
         days. An owner's policy will terminate and cease to be in force if it
         is surrendered. It cannot be reinstated later.

     B.  Death Claims

         The death benefit proceeds are equal to the sum of the base death
         benefit for each coverage segment under the death benefit option
         selected, calculated on the date of the insured's death, plus rider
         benefits, minus outstanding policy debt, minus unpaid monthly
         deductions incurred prior to the date of death. If the insured's age or
         sex has been misstated in the application for the policy or in an
         application for supplemental or rider benefits, and if the misstatement
         becomes known after the death of the insured person, then the death
         benefit under the policy or such supplemental or rider benefits will be
         that which the cost of insurance charge which was deducted from the
         account value on the last monthly processing date prior to the death of
         the insured would have purchased for the correct sex and age.

         Security Life will pay interest at the rate declared by us or at a
         higher rate required by law.

         Security Life will usually pay the death benefit proceeds to the
         beneficiary within seven days after receipt at its home office of due
         proof of death of the insured and all other requirements necessary to
         make payment. If the payment of the death benefit of a policy is
         contested, payment of proceeds may be delayed.


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         The death benefit payable depends on the death benefit option in effect
         on the date of death. Subject to certain conditions, owners may change
         the death benefit option. Under Option 1, the base death benefit is the
         greater of the specified amount, which includes the account value or
         the applicable percentage of account value on the date of the insured's
         death. Under Option 2, the base death benefit is the greater of the
         specified amount plus the account value on the date of death, or the
         applicable percentage of the account value on the date of the insured's
         death. Under Option 3, the base death benefit is the greater of the
         stated death benefit plus the sum of all premiums received minus
         partial withdrawals, or the account value multiplied by the applicable
         percentage of the account value on the date of the insured's death.

         The "applicable percentage" is the appropriate factor from the
         Definition of Life Insurance factors shown in the policy's appendix A.
         A table showing the applicable percentages for attained ages 0 to 95 is
         set forth in the policy.

         On or after one year from the policy date, the owner may change the
         death benefit option on the policy, by notice to Security Life, subject
         to the following rules. A change in the Death Benefit Option may be
         requested at least one day prior to a policy anniversary. After the
         change, the specified death benefit amount must still comply with the
         minimum to issue a policy. The effective date of the change will be the
         next monthly processing date following the day that Security life
         approves the request. Security Life may require satisfactory evidence
         of insurability for some changes.

         An owner may change from death benefit option 1 to option 2, from
         option 2 to option 1 or from option 3 to option 1. NO CHANGE FROM DEATH
         BENEFIT OPTION 1 OR 2 TO OPTION 3, OR OPTION 3 TO OPTION 2 IS
         PERMITTED.

         When a change from Option 1 to Option 2 is made, the specified death
         benefit amount after the change is effected will be the specified death
         benefit amount before the change minus the account value on the
         effective date of the change. When a change from Option 2 to Option 1
         is made, the specified death benefit amount after the change will be
         the specified death benefit amount before the change plus the account
         value on the effective date of the change. When a change from Option 3
         to Option 1 is made, the specified amount will be the stated death
         benefit before the change plus the sum of premiums received minus
         partial withdrawals taken as of the effective date of the change.

     C.  Policy Loan

         After the first monthly processing date and while the insured is
         living, provided the policy is not in the grace period, the owner may
         borrow against the policy by submitting a request to the home office.
         The minimum amount of a loan is $100. The maximum loan amount is the
         cash surrender value less monthly deductions to the next policy
         anniversary or 13 monthly deductions if the loan request is received
         within 30 days prior to a policy anniversary. Maximum loan amounts may
         be different if required by state law.



                                       10





         An outstanding loan reduces the amount available for a new loan. A loan
         is processed as of the date the loan request is approved. Loan proceeds
         generally will be sent to the owner within seven calendar days.

         When a policy loan is made, an amount sufficient to secure the loan is
         transferred out of the investment options and into the policy's loan
         division. Thus, a loan will have no immediate effect on the account
         value, but other policy values, such as the cash surrender value and
         the death benefit proceeds, will be reduced immediately by the amount
         borrowed. This transfer is made from the account value in each
         investment option in proportion to the account value in each on the
         date of the loan, unless the owner specifies that transfers be made
         from a specific investment option. An amount equal to due and unpaid
         loan interest which exceeds interest credited to the loan division will
         be transferred to the loan division on each policy anniversary. Such
         interest will be transferred from each investment option in the same
         proportion that account value in each bears to the total unloaned
         account value.

         The loan account will be credited with interest at an effective annual
         rate of not less than the annual loan interest rate of 3%. Loan
         interest accrues daily at a compound annual interest rate of 3.25%.
         Interest is due in arrears on each policy anniversary. Outstanding loan
         amounts (including unpaid interest added to the loan) plus accrued
         interest not yet due equals the total policy debt.

     D.  Partial Withdrawals

         An owner may make partial cash surrenders (known as partial
         withdrawals) under the policy at any time after the first policy
         anniversary. An owner must submit a request to the home office. Each
         partial withdrawal must be at least $100. The maximum partial
         withdrawal is the amount which will leave $500 as the net cash
         surrender value. When a partial withdrawal is taken, the amount of the
         withdrawal plus a service fee is deducted from the account value. This
         service fee is 2% of the amount of the withdrawal, up to a maximum fee
         of $25. As of the date Security Life processes the partial withdrawal,
         the cash value will be reduced by the partial withdrawal amount.

         Unless the owner requests that a partial cash surrender be deducted
         from specified investment options, it will be deducted from the
         investment options on a pro-rata basis in proportion to the account
         value in each.

         If death benefit Option 1 is in effect, Security life may reduce the
         specified death benefit amount. Security Life may reject a partial
         withdrawal request if it would reduce the specified death benefit
         amount below the minimum amount required to issue the policy, or if the
         partial withdrawal would cause the policy to fail to qualify as a life
         insurance contract under applicable tax laws, as interpreted by
         Security Life.

         Partial withdrawals will be processed as of the valuation date the
         request is received by Security Life, and generally will be paid within
         seven calendar days.



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     E.  Monthly Charges

         On each monthly processing date, Security Life will deduct from the
         account value the monthly deductions due, commencing as of the policy
         date. An owner's policy date is the date used to determine the
         applicable monthly processing date. The monthly deduction consists of
         (1) cost of insurance charges, (2) the monthly administrative charge,
         (3) mortality and expense charge, and (4) charges for rider benefits.
         The monthly deduction is deducted from the investment options,
         including the guaranteed interest division pro rata based on the
         account value in each investment option, unless the owner has selected
         a designated deduction investment option for the policy.

     F.  Continuation of Coverage

         The maturity date is generally the insured's 100th birthday, and is
         shown in the policy.

         At the policy's maturity date, the owner may surrender the policy for
         its net cash surrender value. Or, he/she may allow insurance coverage
         to continue under the continuation of coverage feature. If the policy
         is in effect and not surrendered, the target death benefit, which
         includes term rider coverage, becomes the specified death benefit
         amount. All riders are terminated. Policies with death benefit options
         2 or 3 become policies with death benefit option 1. A one-time fee of
         $200 is deducted to cover all future costs of the policy and the
         account value is transferred into the Guaranteed Interest Division. No
         further premium payments can be made, however, loan and interest
         payments are accepted. All variable investment features terminate.
         Loans and partial withdrawals may be taken. The policy will continue
         until the death of the insured person, so long as it does not lapse.

     G.  Change of Insured

         The owner of the policy may choose, at any time after issue, to change
         the insured person under the policy. There is no fee for this change.
         However, the new insured must be insurable under Security Life's normal
         rules of underwriting. The account value will be moved to a new policy
         number and the new insured. Charges and fees under the new policy may
         change based on the new insured.

         At the time of the change, target premium and surrender charges are
         calculated under both policies. If the surrender charge on the new
         policy is higher, no surrender charge is deducted at the time of the
         change. If the surrender charge on the new policy is lower, a surrender
         charge in the amount of the difference (between old and new policy) is
         deducted. The resulting account value, less tax charges as described in
         the prospectus, is transferred into the new policy. No initial sales
         charge is deducted on the change; but the new policy is subject to all
         applicable charges running from its policy date and for all new premium
         payments received. If there is a policy loan outstanding, it is
         transferred to the new policy.

     H.  Settlement Options



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         During the insured's lifetime, the owner may elect that the beneficiary
         receive the death proceeds other than in one sum. If this election has
         not been made, the beneficiary may do so within 60 days after the
         insured person's death. The owner may also elect to take the net cash
         surrender value under one of these options.

         Option I:    Payouts for a Designated Period: Payouts will be made in
                      1, 2, 4 or 12 installments per year as elected for a
                      designated period, which may be 5 to 30 years. The
                      installment dollar amounts will be equal except for any
                      excess interest. The amount of the first monthly payout
                      for each $1,000 of account value applied is shown in
                      Settlement Option Table I in the policy.

         Option II:   Life Income with Payouts Guaranteed for a Designated
                      Period: payouts will be made in 1, 2, 4 or 12 installments
                      per year throughout the payee's lifetime, or if longer,
                      for a period of 5, 10, 15, or 20 years as elected. The
                      installment dollar amounts will be equal except for any
                      excess interest. The amount of the first monthly payout
                      for each $1,000 of account value applied is shown in
                      Settlement Option Table II in the policy. This option is
                      not available for ages not shown in this Table.

         Option III:  Hold at Interest: Amounts may be left on deposit with us
                      to be paid upon the death of the payee or at any earlier
                      date elected. Interest on any unpaid balance will be at
                      the rate declared by us or at any higher rate required by
                      law. Interest may be accumulated or paid in 1, 2, 4 or 12
                      installments per year, as elected. Money may not be left
                      on deposit for more than 30 years.

         Option IV:   Payouts of a Designated Amount: Payouts will be made until
                      proceeds, together with interest, which will be at the
                      rate declared by us or at any higher rate required by law,
                      are exhausted. Payouts will be made in 1, 2, 4 or 12 equal
                      installments per year, as elected.

         Option V:    Other: The owner may ask us to apply the money under any
                      other option that we make available at the time the
                      benefit is paid.

         Payments under these options are not affected by the investment
         experience of any division of our variable account. Instead, interest
         accrues pursuant to the options chosen. Payment options will also be
         subject to our rules at the time of selection. These alternate payment
         options are available only if the proceeds applied are $2,000 or more
         and a periodic payment will be at least $20.

         The beneficiary or any other person who is entitled to receive payment
         may name a successor to receive any amount that we would otherwise pay
         to that person's estate if that person died. The person who is entitled
         to receive payment may change the successor at any time.

         We must approve an arrangement that involves a payee who is not a
         natural person (for example, a corporation), or a payee who is a
         fiduciary. Also, the details of all arrangements


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         will be subject to our rules at the time the arrangements take effect.
         This includes rules on the minimum amount we will pay under an option,
         minimum amounts for installment payments, withdrawal or commutation
         rights (i.e., the rights to receive payments over time, for which we
         may offer a lump sum payment), the naming of people who are entitled to
         receive payment and their successors, and the ways of proving age and
         survival.



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