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 2nd day of December, 1999.





By: /s/ Gary W. Waggoner              By:    /s/ James L. Livingston, Jr.
    Gary W. Waggoner, Secretary              James L. Livingston, Jr., President
    SECURITY LIFE OF DENVER                  ING AMERICA EQUITIES, INC.
    INSURANCE COMPANY





                                  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)

         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.

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 SURVIVORSHIP 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.

7.       CORPORATE BENEFITS VARIABLE 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.


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