EXHIBIT 8(b)(i) FIRST AMENDMENT TO PARTICIPATION AGREEMENT THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, Van Eck Investment Trust, and Van Eck Associates Corporation (collectively, the "Parties"). WHEREAS, the Parties...

 
                                                                 EXHIBIT 8(b)(i)

                  FIRST AMENDMENT TO PARTICIPATION AGREEMENT

     THIS AGREEMENT is made by and among Security Life of Denver Insurance
Company, Xxx Xxx Investment Trust, and Xxx Xxx Associates Corporation
(collectively, the "Parties").

     WHEREAS, the Parties executed a participation agreement dated August 31,
1994 (the "Participation Agreement"), governing how shares of Fund's portfolios
are to be made available to certain variable life insurance and/or variable
annuity contracts (the "Contracts') offered by Insurance Company through certain
separate accounts (the "Separate Accounts").

     WHEREAS, Section 17 of the Participation Agreement requires the Parties to
share certain information with California Insurance regulators;

     WHEREAS, states other than California require access to such information
before one can sell such insurance within their borders;

     WHEREAS, the parties have agreed that it is in their interests to make such
information available to states which require it;

     NOW, THEREFORE, in consideration of their mutual promises, the Parties
agree as follows:

     1.   The Participation Agreement is hereby amended by substituting for the
          first sentence of Section 17 the following amended sentence:

                    Each party hereto agrees to furnish any state
               insurance regulatory agency with any information or
               reports in connection with services provided under this
               Agreement which such agency may request in order to
               ascertain whether the insurance operations of Insurance
               Company are being conducted in a manner consistent with
               the state's insurance regulations and any other
               applicable law and regulations.

 
     Executed this __ day of February, 1995.


                                       SECURITY LIFE OF DENVER INSURANCE COMPANY

 
Attest:    /s/                     By: /s/
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                                       XXX XXX INVESTMENT TRUST
 
Attest:    /s/                     By: /s/
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                                       XXX XXX ASSOCIATES CORPORATION
 
Attest:    /s/                     By: /s/
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