FIRST AMENDMENT TO PARTICIPATION AGREEMENT EXHIBIT 1.A (8) (b) (ix) THIS AGREEMENT is made by and among Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado ("Insurance Company"),...

 
  FIRST AMENDMENT TO PARTICIPATION AGREEMENT        EXHIBIT 1.A (8) (b) (ix)

     THIS AGREEMENT is made by and among Security Life of Denver Insurance
Company, a life insurance company organized under the laws of the State of
Colorado ("Insurance Company"), Invesco Variable Investment Funds, Inc., a
Maryland corporation (the "Company"), and Invesco Funds Group, Inc., a Delaware
corporation ("Invesco") (collectively, the "Parties").

     WHEREAS, the Parties executed a participation agreement dated August 26
1994 (the "Participation Agreement"), governing how shares of Company'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, the various Contracts for which shares are purchased are listed in
Schedule B of the Participation Agreement;

     WHEREAS, the Parties have agreed that it is in their interests to add an
additional Contract funded by the Separate Accounts;

     NOW, THEREFORE, in consideration of their mutual promises, Insurance
Company, Company, and Invesco agree as follows:

     1. The Participation Agreement is hereby amended by substituting for the
original Schedule B an amended Schedule B in the form attached hereto which adds
the Strategic Advantage Variable Universal Life policy to the list of Contracts
funded by the Separate Accounts.

     Executed this 22nd day of February, 1995.

                                       Invesco Variable Investment Funds, Inc.


ATTEST: /s/ Xxxx X. Xxxxx              BY:  /s/ X. Xxxxxx

                                       Security Life of Denver Insurance Company

ATTEST:  /s/ Xxxxxx X. Xxxxxx          BY:  /s/ Xxxxx Xxxxxxx

                                       Invesco Funds Group, Inc.


ATTEST:  /s/ Xxxx X. Xxxxx             BY:  /s/ X. Xxxxxx

 
                                  Schedule B

                                   Contracts


1. The Exchequer Variable Annuity       (Flexible Premium Deferred Combination
                                        Fixed and Variable Annuity Contract)

2.  First Line                          (Flexible Premium Variable Life
                                        Insurance Policy)

3.  Strategic Advantage Variable        (Flexible Premium Variable
Universal Life                          Universal Life Insurance Policy)

                                       2