Exhibit 11

          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
joint and survivor 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.

I.     PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF THE POLICIES

     A.    Offering of the Policy

           The policy is offered on two lives to persons or entities who satisfy
           certain suitability standards ("owners"). The policy may be purchased
           to insure the lives of two individuals ("insureds") in whom the owner
           has an insurable interest. Security Life requires satisfactory
           evidence of each of the insured's insurability, which may include a
           medical examination. The issue ages are 0 through 90. Age is
           determined by the insured's age as of the birthday nearest the policy
           date. The joint equivalent age is based on the sum of the insureds'
           ages divided by two. It must be at least 15 and cannot exceed age 85
           at the time of policy issue.

           For Estate Designer ("ED"), the minimum stated death benefit is
           $1,000; however, the required minimum total death benefit is
           $500,000. The total death benefit includes stated death benefit plus
           coverage provided under a term rider.

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

           The current cost of insurance charge for a policy is based on the age
           at issue, sex, premium class of the insureds, 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 15-90); Standard Nonsmoker (ages 15-90), or
           Preferred (ages 15-90). Security Life's definition of "smoker"
           includes the use of cigarettes, cigars, pipes, chewing tobacco,
           nicotine gum or patch, snuff, or any other tobacco or nicotine-based
           product. Or,

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           insureds may be placed in a substandard rate class, with a higher
           mortality risk than the standard smoker or standard nonsmoker
           classes.

           Additionally, an uninsurable rating may be assessed to an individual
           that is rated higher than table P. The uninsurable rating will be
           handled in the unideath calculation the same way a table rating is
           except the percentage will be higher. The uninsurable rating is
           capped at the later of age 65 or 15 years from issue.

           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 nonsmoker class are equal to or lower than
           guaranteed cost of insurance for an insured of the same age and sex
           in a standard tobacco class. Cost of insurance rates (whether
           guaranteed or current) for an insured in a standard nonsmoker 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.

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

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           during the special continuation period, regardless of the cash
           surrender value, if the total premium paid to date, minus partial
           withdrawals and policy debt equals or exceeds the minimum monthly
           premium (shown in the policy) multiplied by the number of complete
           policy months, including the current policy month. The special
           continuation period is five years from the policy date.

           The minimum monthly premium is based on the joint equivalent age, sex
           and premium class of each insured, the stated death benefit and
           supplemental or rider benefits. The minimum monthly premium may
           change as a result of changes to the stated death benefit, the death
           benefit option, ratings, and supplemental or rider benefits. Security
           Life will notify the owner of change in the minimum monthly premium.

           On or after one year from the policy 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 stated death benefit decrease is $1,000. The
           decrease will become effective on the monthly processing date next
           following the date that the decrease is 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. An 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
           requires 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 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 joint equivalent age of the
           insureds 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

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           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.

           To determine the risk amount associated with a stated death benefit,
           Security Life generally will attribute the account value solely to
           the initial stated death benefit. However, if the account value
           exceeds the initial stated death benefit, the excess will be
           attributed to the increases in stated death benefit in the order of
           the increases. If there is a stated death benefit decrease after an
           increase, the decrease is applied first to prior stated death benefit
           increases, 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.

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

           The policy date is: 1) the date specified on the application, and 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 AND 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.
           Monthly deductions for the backdated period are deducted on the
           policy date. The initial premium payment must be at least equal to
           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

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           Security Life. If premium payment is rejected, Security Life will
           return it promptly, without adjustment.

           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 - 9/15). 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.

     D.    Allocation of Net Premiums

           On the investment date, the account value equals the initial premium
           payment minus the 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
           account value minus outstanding policy debt. Cash surrender value is
           account value plus the applicable refund of sales charge. Net cash
           surrender value is the cash surrender 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,
           semiannually 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 periodic 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 most recent allocations instructions.


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           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
           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 telephone. The change applies to all premium payments
           received with or after receipt of the owner's notice.

     E.    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 you designate 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
           Fidelity VIP Money Market Portfolio. Later, these amounts are
           transferred from the Money Market Portfolio to the selected variable
           investment options, at the earlier of:
                1) five days after we mailed your policy and your state free
                   look period has ended; or
                2) you have actually received your policy, we have received
                   your delivery receipt and your 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.

     F.    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 Security Life.

           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.


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           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 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 specific unscheduled payment is to be a
           repayment of policy debt.

     G.    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 and the special
           continuation period is not in effect, the policy will be in default.
           In addition, if on a monthly processing date the cash value less
           policy debt exceeds the amount of the monthly deduction due for the
           following policy month, the policy will be in default whether or not
           the special continuation period is in effect. An owner, and 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 to be paid ("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 second insured
           person 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
           the insured's 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.

     H.    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.

     I.    Repayment of a Loan


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           An owner may repay all or part of his/her policy debt at any time
           while at least one 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.

     J.    Policy Riders

           Rider benefits may be available to be added to the policy. Monthly
           charges for riders, if any, will be deducted from the account value
           as part of the monthly deductions. The following rider benefits may
           be available: Adjustable Term Insurance Rider and Single Life Term
           Rider.

           Additional rules and limits apply to these benefits and are set forth
           in the applicable endorsement or rider.


II     TRANSFERS AMONG INVESTMENT OPTIONS

       Several investment options of the Separate Account are available for
       allocation of net premiums, 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, The Alger American Fund, Fidelity
       Variable Insurance Products Fund and Variable Insurance Products Fund II,
       INVESCO Variable Investment Funds, Inc., Neuberger Berman Advisors
       Management Trust and Van Eck Worldwide Insurance Trust. 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. 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

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       be made between investment options in a policy year. Currently, Security
       Life assesses an excess transfer charge of $25 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 at any time, for any
       reason, if Security Life deems such suspension to be in the best
       interests of owners.

       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.

       Transfers may also be effected pursuant to the dollar cost averaging or
       auto rebalancing feature if elected by the owner as described in the
       current prospectus.

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 second insured's death, plus
           supplemental or rider benefits, minus outstanding policy debt minus
           unpaid monthly deductions incurred prior to the date of death. If an
           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 second
           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 second insured
           would have purchased for the correct sex and age.


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           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 second 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.

           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 or the applicable
           percentage of account value on the date of the second 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 second
           insured's death. Under option 3, the base death benefit is the
           greater of the specified amount plus the sum of all premiums
           received, minus partial withdrawals or the applicable percentage of
           the account value on the date of the second insured's death.

           The "applicable percentage" is the appropriate factor from the
           Definition of Life Insurance factors shown in the policy's appendix A
           or B. A table showing the applicable percentages for attained ages 0
           to 100 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 next 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 death benefit will be the
           specified death benefit before the change plus the sum of premiums
           received minus partial withdrawals taken as of the effective date of
           the change.



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      C.   Policy Loan

           After the first monthly processing date and while at least one
           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 net 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.

           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
           3.75%. 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 policy debt.

      D.   Partial Withdrawals

           An owner may make partial cash surrenders (known as partial
           withdrawals) from 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.


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           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.

      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,
           and (3) charges for supplemental or 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, 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 $400 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 second insured person, so
           long as it does not lapse.

      G.   Settlement Options

           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 second 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

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                      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 only available if the proceeds applied are $2000
           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 involve 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 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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