AMENDMENT TO PRIVATE PLACEMENT PARTICIPATION AGREEMENT 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...

             AMENDMENT TO PRIVATE PLACEMENT PARTICIPATION AGREEMENT

     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 private placement  participation  agreement
dated September 8, 2000 (the "Participation Agreement"), governing how shares of
the  Company's  portfolios  are to be made  available to certain  variable  life
insurance and/or variable  annuity  contracts (the  "Contracts")  offered by the
Insurance Company through certain separate accounts (the "Separate Accounts");

     WHEREAS,  the  various  Separate  Accounts  are listed on Schedule A of the
Participation Agreement;

     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 Separate Accounts;

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

1. The  Participation  Agreement  is  hereby  amended  by  substituting  for the
original Schedules A and B amended Schedules A and B in the form attached hereto
which adds ING Private Market Advantage  Variable  Universal Life to the list of
Contracts funded by the Separate Accounts.

      Executed this 27th day of June, 2001.

      ATTEST:                       INVESCO Variable Investment Funds, Inc.

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

      ATTEST:                       Security Life of Denver Insurance Company

                                    BY:  /s/ Xxxxx X. Xxxxxxxxxx, Xx.
                                         Xxxxx X. Xxxxxxxxxx, Xx.
                                         Executive Vice President

      ATTEST:                       INVESCO Funds Group, Inc.

      /s/ Xxxx X. Xxxxx             BY:  /s/ Xxxxxx X. Xxxxxx
                                         Xxxxxx X. Xxxxxx
                                         Senior Vice President

                                   SCHEDULE A

                          Accounts Under this Agreement


                  ACCOUNT                       DATE ESTABLISHED

Security Life Separate Account SLDM1            September 11, 2000
Security Life Separate Account SLDM2            September 11, 2000

Security Life Separate Account SLDP1            June 22, 2001
Security Life Separate Account SLDP2            June 22, 2001


                                   SCHEDULE B

                                    Contracts


1. Magnastar Private Placement            (Flexible Premium Variable Universal
   Variable Universal Life                Life Insurance Policy)

2. ING Private Market Advantage           (Flexible Premium Variable Universal
   Variable Universal Life                Life Insurance Policy)