SCHEDULE L COMPENSATION SCHEDULE TO SELLING AGREEMENT FOR SECURITY LIFE ASSET PORTFOLIO MANAGER JOINT SURVIVOR VARIABLE UNIVERSAL LIFE

Exhibit 1.A.(3)(b)(ii)

SCHEDULE L

COMPENSATION SCHEDULE
TO SELLING AGREEMENT FOR SECURITY LIFE
ASSET PORTFOLIO MANAGER
JOINT SURVIVOR 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 __________________, 2001 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 Security Life Asset Portfolio Manager 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 Security Life of Denver Insurance Company ("Security Life").

PCA (Primary Commissionable Amount) is the target premium in years one through five (shown on policy schedule pages). Gross premium paid up to the PCA in a year are commissioned at the full PCA rate. A new PCA is generated when a new base coverage segment is created. Note that a death benefit option change does not create a new PCA. Premium dollars are allocated first to PCA, then to SCA, and then to RCA

Under Option M, if the gross premium paid in year one is less than the PCA, the difference is carried over to the second year. Premium received in year two or later up to this difference are commissioned at the full PCA commission rate. No commission is paid on premium in excess of PCA in the first year.

SCA (Secondary Commissionable Amount) is equal to the difference between the gross premium received in each segment year one through five and the corresponding PCA for that year. In the year that a new coverage segment is created all premium received in excess of the PCA total for that year is commissioned at the RCA rate. There is no SCA under Option M.

RCA (Renewable Commissionable Amount) equals the gross premium received per segment year six (Option S) or year two (Option M) and thereafter.

1. Commission Structure - Option S(Standard):

PCA		SCA	RCA		Trail (as a percent of net account value)
Year 1	Years 2-5	Years 1 -5	Years 6-10	Years 11+	Years 2-20	Years 21+
65%	13%	3%	3%	2%	0.15%	0.10%.

2. Commission Structure - Option M (Modified):

PCA	RCA		Trail (as a percent of net account value)
Year 1	Years 2-10	Years 11+	Years 2-20	Years 21+
95%	3%	2%	0.15%	0.10%

3. Premium Receipt: Premium received within 15 days prior to a policy anniversary will result in the agent receiving commissions at the same rate as if the premium was paid on the anniversary date.
    
4. Selection of Commission Structure: is made at the time of policy application and cannot be changed once the application is received by Security Life. If no commission structure is requested on the application, Option S will apply.
    
5. Trail Commissions: For policy years two through twenty, the trail commission is 0.15% on an annualized basis and for policy years twenty-one and thereafter the trail commission is 0.10% on an annualized basis. Trail commission is calculated at the end of each month based on the policy's net account value at the end of the prior month.

The trail commission is payable monthly at the end of a policy month provided the policy is in force, and not subject to grace period provisions, on that date.

6. Riders: Commissionable riders will have a separate target premium which is set at issue and is level thereafter. The Adjustable Term Insurance Rider has no target premium associated with it.
    
7. Commission Calculation: Commissions shall be calculated only on premium actually received and accepted by Security Life. Commissions shall be paid only on an earned basis. Outstanding loan amounts carried over as part of a 1035 exchange are not considered commissionable premium.
    
8. 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 target premium for each segment bears to the total target premium for all policy stated death benefit segments.
    
9. Death Benefit Increases: If a premium payment accompanies a request for a Stated Death Benefit increase or is received while a request is pending, the payment will be applied to the policy but commissions shall not be payable until the increase is effective. The commission shall then be payable based on the premium being allocated among all segments as it would normally and the new target premium after the increase.
    
10. Compensation Payments: Compensation on initial premiums shall be due to the Selling Broker-Dealer at the time of the issuance of the policy. Thereafter, it shall be payable at the time of the receipt and acceptance of premium by Security Life, except that the amount, and the time of payment of compensation on stated death benefit increases, 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 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 L in effect at the time of issue of the policy.
     
11. Internal Exchanges: Commissions on the exchange of any policy issued by Security Life or any other ING affiliate for an Asset Portfolio Manager policy, if any, will be paid in accordance with the internal exchange procedures in effect at 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 Security Life, no commission will be payable to the Representative or the Selling Broker-Dealer.