Exhibit 1.A(3)(a)(i)

             AMENDMENT TO SECURITY LIFE OF DENVER INSURANCE COMPANY
                             DISTRIBUTION AGREEMENT

     WHEREAS, Security Life and ING America Equities Inc. (formerly known as SLD
Equities Inc.) entered into a Distribution Agreement dated September 22, 1994;

     WHEREAS, the parties now desire to modify the list of products issued by
Security Life and distributed by ING America Equities Inc.;

     NOW THEREFORE, in consideration of mutual promises and covenants, the
parties agree as follows:

     1.   Schedule "A", Compensation Schedule is hereby deleted and
          replaced with the new Schedule "A" attached hereto.

Effective this 30th day of April, 1999.


Security Life of Denver Insurance Company     ING America Equities Inc.



By:  /s/ Gary W. Waggoner                     By:  /s/ Carol D. Hard
     ------------------------------                -----------------------------

       Gary W. Waggoner, Secretary                  Carol D. Hard, President







                                  SCHEDULE "A"

                              COMPENSATION SCHEDULE


This Schedule "A" to the Distribution Agreement between Security Life of Denver
Insurance Company ("Security Life") and ING America Equities, Inc. ("INGAE")
dated September 22, 1994, sets forth the compensation to be paid to INGAE for
its services as underwriter and distributor of the following products.

1.     EXCHEQUER ANNUITY (no longer being sold or issued)
       A Flexible Premium Deferred Combination Fixed & Variable Annuity Contract

       Total Gross Dealer Concessions earned in the first year by Selling
       Broker-Dealer pursuant to its Selling Agreement with Security Life and
       INGAE (pursuant to the Selling Broker-Dealer's election, this will be
       either 5% or 6% of funds actually received and accepted by Security Life
       during the first year of the contract), plus an additional 1% of funds
       actually received and accepted by Security Life during the first year of
       the contract.

       After the first year, all Trail Commissions calculated by Security Life
       to be due and payable to the Selling Broker-Dealers under the Selling
       Agreements.

2.     FIRSTLINE
       A Flexible Premium Variable Universal Life Policy

       Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant
       to its Selling Agreement with Security Life and INGAE.

       All Trail Commissions, including Renewal and Ultimate Commissions,
       calculated by Security Life to be due and payable to the Selling
       Broker-Dealers under the Selling Agreements.

       Additional payments as are due for override payments, expense
       allowances, bonuses, wholesale fees and other expenses.

3.     FIRSTLINE II
       A Flexible Premium Variable Universal Life Policy

       Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant
       to its Selling Agreement with Security Life and INGAE.

       All Trail Commissions, including Renewal and Ultimate Commissions,
       calculated by Security Life to be due and payable to the Selling
       Broker-Dealers under the Selling Agreements.






       Additional payments as are due for override payments, expense
       allowances, bonuses, wholesale fees and other expenses.

4.     STRATEGIC ADVANTAGE (no longer being sold or issued)

5.     STRATEGIC ADVANTAGE II
       A Flexible Premium Variable Universal Life Policy

       Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant
       to its Selling Agreement with Security Life and INGAE.

       All Trail Commissions, including Renewal and Ultimate Commissions,
       calculated by Security Life to be due and payable to the Selling
       Broker-Dealers under the Selling Agreements.

       Additional payments as are due for override payments, expense
       allowances, bonuses, wholesale fees and other expenses.

6.     VARIABLE LAST SURVIVOR UNIVERSAL LIFE A Flexible Premium Variable
       Universal Life Policy

       Total Gross Dealer Concessions earned by Selling Broker-Dealer pursuant
       to its Selling Agreement with Security Life and INGAE.

       All Trail Commissions, including Renewal and Ultimate Commissions,
       calculated by Security Life to be due and payable to the Selling
       Broker-Dealers under the Selling Agreements.

       Additional payments as are due for override payments, expense
       allowances, bonuses, wholesale fees and other expenses.

All commissions shall be paid only on an earned basis, as calculated in the next
commission cycle.