EXHIBIT 1.a(3)(b)

                                AMENDMENT TO THE
                 BROKER-DEALER SUPERVISORY AND SELLING AGREEMENT
                             FOR VARIABLE CONTRACTS


This Amendment is made by and among ING Security Life of Denver Insurance
Company ("ING Security Life"), ING America Equities, Inc. ("INGAE") and Selling
Broker-Dealer and Agency, collectively known as the Parties.

WHEREAS, the Parties have executed a Broker-Dealer Supervisory and Selling
Agreement for Variable Contracts ("the Agreement") which provides that Selling
Broker-Dealer and Agency will enable and supervise its registered
representatives to solicit and sell the Contracts issued by ING Security Life
and distributed by INGAE.

WHEREAS, the Agreement also provides for certain compensation to be paid to
Selling Broker-Dealer or Agency for the sales of such Contracts, the Agreement
is modified as follows:

         1.       The Schedule I, "Compensation Schedule to Selling Agreement
                  for ING Security Life Corporate Benefits Variable Universal
                  Life" is hereby added.

         This Amendment is effective ________________, and shall be deemed to be
accepted by Broker-Dealer and Agency by ING Security Life and INGAE by
submission of an application for the Corporate Benefits Variable Universal Life
product by Selling Broker-Dealer or Agency on or after that date.








                                   SCHEDULE I

                              COMPENSATION SCHEDULE
                     TO SELLING AGREEMENT FOR SECURITY LIFE
                   CORPORATE BENEFITS VARIABLE UNIVERSAL LIFE


This Schedule is an attachment to the ING America Equities, Inc. ("ING America
Equities") Selling Agreement by and among the parties pursuant to paragraph 17
of that Selling Agreement, effective as of ________, 2000, or the date that
Selling Broker-Dealer submits an application for this product, whichever is
later. The provisions of this Schedule shall apply only to ING Security Life
Corporate Benefits Variable Universal Life policies solicited and issued while
this Schedule is in effect. All compensation payable under this Schedule shall
be subject to the terms and conditions contained herein at the time of issue of
the policy by ING Security Life of Denver Insurance Company ("ING Security
Life").

1.       Commission Structure:

         Commissions are payable on premiums paid up to the target premium only.
         No commissions are paid on premium in excess of the target premium. Any
         time a new coverage segment is created, premiums allocated to that
         segment will be commissionable up to that segment's target premium. The
         commission rates as a percent of premium are given in a table below.


         POLICY YEAR OF COVERAGE                       COMMISSION RATE
                 SEGMENT
                    1                                        12%
                  2 - 4                                      10%
                  5 - 10                                      2%
                   11+                                        0


         Any premiums paid within 15 days prior to policy anniversary will
         result in the agent receiving commissions at the same rate as if the
         premium was paid on the anniversary date.

2.       Trail Commissions as a percent of the net account value are paid. The
         trail commission is calculated monthly based on the net account value
         at the end of the prior month. It is paid at the end of the policy
         year, provided the policy remains in force at that time and is not
         subject to the grace period provisions. The trail commissions will
         continue when the insured lives past age 100 and the continuation of
         coverage feature is in force. The annual trail commission rates are
         given below.






         Annual trail commission rates as a percent of the net account value:


               POLICY YEAR                            TRAIL COMMISSION RATE
                 1 - 20                                     0.20%
                   21+                                      0.10%


3. Riders: The Adjustable Term Insurance Rider has no target premium associated
   with it.

4.       Commission Calculation: Commissions shall be calculated only on premium
         actually received and accepted by ING Security Life. Commissions shall
         be paid only on an earned basis. Outstanding loan amounts carried over
         are not considered commissionable premium.

5.       Premium Allocation: If the Stated Death Benefit has been increased
         since the policy date, premiums received are allocated to the coverage
         segments in the same proportion that the commission target premium for
         each segment bears to the total commission target premium of the
         policy.

6.       Compensation Payments: Compensation on initial premium shall be due to
         the Selling Broker-Dealer at the time of the issuance of the policy and
         for all other premium payments at the time of the receipt and
         acceptance of premium by ING Security Life, except that the amount, if
         any, and the time of payment of compensation on replacements, reissues,
         changes, conversions, exchanges, term renewals, term conversions,
         premiums paid in advance, policies issued on a "guaranteed issue"
         basis, policies requiring facultative reinsurance arrangements, and
         other special cases and programs shall be governed by ING Security
         Life's underwriting and administrative rules then in effect. The
         Compensation shall be payable to the Selling Broker-Dealer in
         accordance with the Schedule I in effect at the time of issue of the
         policy.

7.       Commission Chargeback: In the event that a policy for which a
         commission has been paid is lapsed or surrendered by the Policy Owner
         or has a reduction of stated death benefit during the first three
         policy years, or is returned to ING Security Life for refund of premium
         during the Free Look Period as described in the policy, ING Security
         Life and ING America Equities shall require reimbursement from Selling
         Broker-Dealer as shown below.








      POLICY YEAR                             COMMISSION CHARGEBACK
           1                              100% of first year commission
           2                               50% of first year commission
           3                               25% of first year commission
           4+                                           0%

         If a premium payment for which a commission has been paid is refunded
         by ING Security Life, a reimbursement of the commission paid on the
         amount refunded will be due from the Selling Broker-Dealer. The
         reimbursement may be deducted by ING America Equities from the next, or
         any subsequent, commission payment to Selling Broker-Dealer.

         If the amount to be reimbursed exceeds compensation otherwise due,
         Selling Broker-Dealer shall promptly reimburse ING America Equities
         before the next commission cycle.

8.       Internal Exchanges: Commissions on the exchange of any ING Security
         Life policy for Corporate Benefits Variable Universal Life, if any,
         will be paid in accordance with the exchange procedures in effect at
         ING Security Life on the date the exchange is completed. The commission
         rates and/or target premiums may be adjusted in accordance with the
         rules in effect at the time of the exchange. If the Representative
         responsible for the exchange is not the producer of the original
         policy, and the original producer is still active with ING Security
         Life, no commission will be payable to the Representative or the
         Selling Broker-Dealer.