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
certain of its Corporate Benefits 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 individual owners ("owners") who satisfy certain suitability
         standards. The policy may be purchased to acquire insurance on the life
         of a person (an "insured") in whom the owner has an insurable interest.
         Security Life requires satisfactory evidence of the insured's
         insurability, which may include a medical examination of the insured.
         The available issue ages are 15 through 85. Age is determined on the
         insured's age as of the birthday nearest the policy date.

         This policy is available only to groups of ten or more insured people.
         Generally, we require a minimum total group first year premium of at
         least $250,000. However, depending on underwriting circumstances, we
         may reduce the minimum total group first year premium. We generally
         require a minimum target death benefit of $50,000 per policy. We may
         reduce the minimum target death benefit if the average target death
         benefit at policy issuance for the group is at least $50,000.

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

         If a policy has more than one owner (joint owners), then any
         transaction under the policy except for telephone transfers of account
         value will 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 Security Life's underwriting of the application. This
         original premium class applies to the initial stated death benefit.


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         The current cost of insurance charge rate for a policy is based on the
         age at issue, sex, and premium class of the insured, and on the policy
         year, and therefore varies from time to time. Security Life currently
         places insureds in the following premium classes, based on
         underwriting: Standard Tobacco (ages 0-85); and Standard Non-tobacco
         (ages 20-85). Insureds may also be placed in a substandard rate class,
         which involves a higher mortality risk that the standard tobacco or
         standard non-tobacco 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 premiums 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.

         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 will be determined based on Security Life's
         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-tobacco 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 non-tobacco or tobacco class are generally
         lower than guaranteed cost of insurance for an insured of the same age
         and sex and tobacco status in a substandard class.

         The cost of insurance for the policy will not be the same for all
         owners. 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 actually
         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. Although there will be no uniform cost of
         insurance charges for all insureds for a given stated death benefit
         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 and/or rider
         benefits, and if the misstatement becomes known during the lifetime of
         the insured, then policy values will be adjusted to those based on the
         correct monthly deductions (reflecting 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 on such date, 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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         The policy provides coverage on an insured named under the policy 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 one year from the policy date, the owner may request a
         reduction in the stated death benefit, by 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
         amount of such excess above the premium limitations.

         The minimum amount of any decrease in stated death benefit is $1,000,
         and any decrease in stated death benefit will become effective on the
         monthly 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 after issue 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. Any 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 monthly date next following the
         date the request for the increase is received and approved, and the
         account value will be adjusted to the extent necessary to reflect a
         monthly deduction as of the effective date based on the increase in
         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 will apply for purposes of determining
         the risk amount for each rate.

         When an increase in stated death benefit is requested, Security Life
         conducts underwriting before approving the increase (except as noted
         below) 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.

         For the purposes of determining 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

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         decrease in stated death benefit after an increase, the decrease is
         applied to each stated death benefit in the same proportion that it
         bears to the total stated death benefit, unless state law requires
         otherwise.

         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. An owner's policy coverage
         will become effective on the policy date which may be specified on the
         application.

         The issue date is the date that Security Life has completed the review
         of the application and underwriting and has printed the policy for
         mailing and delivery to the Registered Representative to deliver to the
         Policyowner. The initial premium does not have to be received for
         issuance to occur.

         The Policy Date is the date used to determine the monthly processing
         date, coverage effective date and policy anniversaries. This date may
         be the same as the issue and investment date but can also be a date
         requested by the Policyowner. The Policy Date is not generally
         determined by the receipt of the initial premium.

         The Investment Date is the date that Security Life applies funds to the
         Policy. It is determined by the next valuation date following the date
         that we have received the initial premium, approved the policy for
         issue and have received all issue requirements. It is generally the
         same date as the policy and issue date.

         As provided for under state insurance law, the owner, to preserve
         insurance age, may be permitted to backdate the policy. In no case may
         the policy date be more than six months prior to the date the
         application was completed. Charges for the monthly deduction for the
         backdated period are deducted on the issue date. 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 initial net premium will be credited to the policy on the issue
         date if all outstanding delivery requirements are satisfied. For
         backdated policies, the initial net premium will be credited on the
         issue date. Planned periodic premiums and unscheduled premiums that are
         not underwritten will be credited to the policy and the net premiums
         will be invested to the requested divisions on the valuation date they
         are received by the home office. If an additional premium payment is
         rejected, Security Life will return the premium payment promptly,
         without any adjustment for investment experience.

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         The policy date is the date from which policy months, years, and
         anniversaries are measured. A policy month is each one-month period
         beginning with a monthly date and ending with the day immediately
         preceding the next following monthly date. The monthly date is the same
         day as the policy date for each succeeding month. The monthly deduction
         is deducted on each monthly date.

         A policy year is each period of twelve months commencing with the
         policy date and ending immediately preceding the first annual date, or
         any following year commencing with an annual date and ending
         immediately preceding the next annual date. The annual date is the same
         day in each policy year as the policy date.

         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,
         and is the date that the policy is issued.

     D.  Allocation of Net Premiums

         On the investment date, the account value is equal to the initial net
         premium credited (initial premium payment less the premium expense
         charge), less any 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 variable account, the guaranteed
         interest division, and the loan account. The account value will vary to
         reflect the performance of the subdivisions to which amounts have been
         allocated, interest credited on amounts allocated to the guaranteed
         interest division, interest credited on amounts in the loan account,
         charges, transfers, partial cash surrenders, loans and loan repayments.
         The net account value is cash value minus any outstanding policy debt.

         When applying for a policy, the owner selects a plan for paying level
         premium payments at specified intervals, e.g., quarterly, semi-annually
         or annually, until the maturity date. If the owner elects, Security
         Life will also arrange for payment of planned period premiums on a
         monthly basis under a pre-authorized payment arrangement. The owner is
         not required to pay premium payments in accordance with these plans;
         rather, the owner can pay more or less than planned or skip a planned
         periodic premium entirely. Currently, there is no minimum amount for
         each premium. Security Life may establish a minimum amount 90 days
         after Security Life sends the owner a written notice of such increase.
         Subject to certain limits (described below), the owner can change the
         amount and frequency of planned periodic premiums whenever the owner
         wishes by sending notice to the home office. However, Security Life
         reserves the right to limit the amount of a premium payment or the
         total premium payments 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 will generally be allocated to
         the investment options on the valuation date that Security Life
         receives them in accordance with the allocations specified in the
         application or subsequent notice.

         State guidelines regarding the allocation of the net initial premium
         varies as does the length of time for free look. Some states mandate
         that if an owner exercises his/her free look right he/she

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         is entitled to a full premium refund (Premium refund states). In these
         instances Security Life allocates the funds to the money market
         investment option. Other states mandate that should the owner exercise
         his/her free look option he/she is entitled to receive the value of the
         fund allocations plus the policy charges deducted (valuation states).
         In these instances Security Life allocates the net initial premium to
         the divisions elected on the application during the free look period
         but after the 5 day deemed delivery date.

         The net premium allocation percentages specified in the application
         will apply to subsequent premium payments until the owner changes the
         percentages. The minimum allocation percentage that an owner may
         specify for an investment option or the guaranteed account is 1%, and
         allocation percentages must be whole numbers. The sum of allocations
         must equal 100%. Security Life reserves the right to limit the number
         of investment options (18) to which account value may be allocated. An
         owner can change the allocation percentages at any time, subject to the
         rules below, by sending notice to the home office or if telephone
         privileges are in effect, the request can be received by phone. The
         change will apply to all premium payments received with or after
         receipt of the owner's notice.

     E.  Exchange Program

         Security Life may offer an exchange program for designated inforce
         policies to be exchanged to a Corporate Benefits Variable Universal
         Life policy. Evidence of insurability will not be required if there is
         not a request for a death benefit increase. Policies eligible for this
         exchange will be limited to Strategic Advantage II policies issued
         after December 1, 1999 through April 30, 2000, to policyowners who
         otherwise qualify to purchase the Corporate Benefits Variable Universal
         Life policy.

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

         The owner may specify that a specific unscheduled premium payment is to
         be applied as a repayment of a policy loan, if any.


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         The payment of premiums may cause a policy to be a modified endowment
         contract under the Internal Revenue Code. If acceptance of a premium
         paid would, in Security Life's view, cause the policy to become a
         Modified Endowment Contract, then to the extent feasible Security Life
         will not accept that portion of the premium that would cause the policy
         to become a Modified Endowment Contract unless the owner confirms in
         writing the owner's intent to convert the policy to a Modified
         Endowment Contract. Security Life may return that portion of the
         payment pending receipt of instructions from the owner.

     G.  Policy Termination and Grace Period

         The policy terminates at the earliest of the end of the grace period,
         the surrender of the policy by the owner or 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 date is less than the amount
         of the monthly deduction to be deducted on that date the policy will be
         in default. In addition, if on a monthly date the cash value less any
         policy loan exceeds the amount of the monthly deduction due for the
         following policy month, the policy will be in default. An 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 a period of two
         additional months or a sufficient amount to avoid termination of the
         policy due to excessive loans. Security Life will send notice of the
         amount required to be paid during the grace period ("grace period
         premium payment") to the owner's last known address and the address of
         any assignee of record. The grace period will begin when the notice is
         sent. An owner's policy will remain in effect during the grace period.
         If the insured should die during the grace period and before the grace
         period premium payment is paid, the death benefit proceeds will still
         be payable to the beneficiary, although the amount paid will reflect a
         reduction for the monthly deductions due on or before the date of the
         insured's death (and for any policy debt). If the grace period premium
         payment has not been paid before the grace period ends, the policy will
         lapse. It will have no value and no benefits will be payable.

         The maturity date is the date when insurance coverage under the policy
         terminates and maturity benefit is paid. It is generally the insured's
         100th birthday, and is shown in the policy. The maturity benefit is
         equal to the cash surrender value on the maturity date.

     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 the payment of 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 a policy loan at any time while the
         insured 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
         premium payment is to be applied as a loan repayment. When a loan
         repayment is made, account value in the loan account in an amount
         equivalent to the repayment is transferred from the loan account to the
         investments options according to the owner's current net premium
         allocation instructions.

     J.  Policy Riders

         Rider benefits may be available and may be added to the policy. Monthly
         charges for the rider will be deducted from the account value as part
         of the monthly deductions. The rider benefits available provide fixed
         benefits that do not vary with the investment experience of the
         separate account. The only rider available is the Adjustable Term
         Insurance Rider.

         Additional rules and limits apply to these 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 under the policy, subject to certain
     limitations set forth in the policy. Each invests its assets 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. All Funds are registered under the Investment Company Act
     of 1940 as an open-end management investment company. 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 (except loan amounts) from the
     investment options to other investment options or to the guaranteed
     interest division; or transfer a part of an amount in the guaranteed
     interest to the investment options, subject to the following restrictions.
     The minimum transfer amount is the lesser of $100 or the entire amount in
     that investment option or the guaranteed interest. A transfer request that
     would reduce the amount in an investment option or the guaranteed interest
     division below $100 will be treated as a transfer request for the entire
     amount in that investment option or the guaranteed interest division. 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 requested and received by Security Life.
     Currently, there is a 12 free transfer limit on the number of transfers
     that can be made between investment options or to the guaranteed interest
     division. Currently, Security Life assesses a transfer charge of $10 for
     each transfer during a policy year in excess of the first twelve transfers.
     The transfer charge will be deducted from the investment option from which
     the requested transfer is being made, on a pro-rata basis.


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     Telephone transfers will be based upon instructions given 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 issue 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 by requesting
     that all or a portion of the variable account be transferred to the
     guaranteed interest division. Exercise of the Right to Exchange is not
     subject to the transfer charge. Following the exercise of the Right to
     Exchange, net premiums may not be allocated to the subdivisions of the
     variable account, and transfers of account value to the subdivisions 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 as may be elected by the owner from time to time
     and 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 charge may apply. A surrender
         request will be processed as of the valuation date the surrender notice
         and all required documents are received. Payment 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 later be reinstated.

     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 any rider
         benefits, minus any outstanding policy loan including accrued but
         unpaid interest, minus any 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 any application for supplemental
         and/or rider benefits, and if the misstatement becomes known after the
         death of the insured, then the death benefit under the policy or such
         supplemental and/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.


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         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.

         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 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 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 death benefit is the greater of the stated
         death benefit plus the sum of all premiums paid minus partial
         withdrawals or the account value multiplied by the appropriate factor.

         The "Applicable Percentage" which is the AV on the date of death
         multiplied by 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 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 30 days prior to a policy anniversary. After any
         changes, the specified amount must be at least $50,000. The effective
         date of the change will be the monthly date next following the day that
         Security life receives and accepts notice of the request for change.
         Security Life may require satisfactory evidence of insurability.

         When a change from Option 1 to Option 2 is made, the specified amount
         after the change is effected will be equal to the specified amount
         before the change less the account value on the effective date of the
         change. When a change from Option 2 to Option 1 is made, the specified
         amount after the change will be equal to the specified amount before
         the change is effected and the death benefit will be increased by 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 plus the sum of the premiums paid minus partial
         withdrawals.

     C.  Policy Loan

         After the first policy year and while the insured is living, provided
         the policy is not in the grace period, the owner may borrow against the
         policy at any time by submitting notice to the home office. The minimum
         amount of any loan request is $100. The maximum loan amount is the net
         cash surrender value less monthly deductions to the next policy
         anniversary. Maximum loan amounts may be different if required by state
         law.

         Outstanding loans reduce the amount available for new loans. Loans will
         be processed as of the date the loan notice is received and approved.
         Loan proceeds generally will be sent to the owner within seven calendar
         days.


                                       10





         Loan interest charges on a Policy Loan accrue 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 loan.

         When a policy loan is made, an amount sufficient to secure the loan is
         transferred out of the variable account and the guaranteed account and
         into the policy's loan account. 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 transferred to the loan account. This
         transfer is made against the account value in each subdivision and the
         guaranteed account in proportion to the account value in each on the
         effective date of the loan, unless the owner specifies that transfers
         be made form specific subdivisions. an amount of account value equal to
         any due and unpaid loan interest which exceeds interest credited to the
         loan account will also be transferred to the loan account on each
         annual date. 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%.

     D.  Partial Withdrawals

         An owner may make partial cash surrenders under the policy at any time
         after the first policy anniversary subject to the conditions below. An
         owner must submit notice to the home office. Each partial cash
         surrender 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 of $25 is deducted from the account value. As of the date
         Security Life receives notice of a partial cash surrender request, the
         cash value will be reduced by the partial cash surrender amount.

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

         If death benefit Option 1 is in effect, Security life may reduce the
         specified amount. Security Life may reject a partial cash surrender
         request if the partial cash surrender would reduce the specified amount
         below $50,000, or if the partial cash surrender would cause the policy
         to fail to qualify as a life insurance contract under applicable tax
         laws, as interpreted by Security Life.

         Partial cash surrender requests will be processed as of the valuation
         date notice is received by Security Life, and generally will be paid
         within seven calendar days.

     E.  Monthly Charges


                                       11




         On each monthly 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 date. The monthly deduction consists of (1) cost of insurance
         charges ("cost of insurance charge"), (2) the monthly administrative
         charge (the "administrative charge"), (3) mortality and expense charge,
         and (4) charges for any rider benefit. The monthly deduction is
         deducted on pro rata basis from the account value in each investment
         option.

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