0000917677-02-000066 Sample Contracts

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FORM OF PARTICIPATION AGREEMENT ----------------------- AMONG
Agreement • April 9th, 2002 • Security Life Separate Account L1 • Delaware
PARTICIPATION AGREEMENT Among PILGRIM VARIABLE PRODUCTS TRUST and SECURITY LIFE OF DENVER INSURANCE COMPANY and ING PILGRIM SECURITIES, INC.
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1 • Delaware

THIS AGREEMENT, made and entered into as of this 1st day of May, 2001, among SECURITY LIFE OF DENVER INSURANCE COMPANY (the "Company"), a life insurance company organized under the laws of Colorado, on its own behalf and on behalf of each separate account of the Company as set forth on Schedule A hereto, as such Schedule may be amended from time to time (each such account hereinafter referred to as the "Account"), PILGRIM VARIABLE PRODUCTS TRUST (the "Trust"), an open-ended management investment company and business trust organized under the laws of Massachusetts, and ING PILGRIM SECURITIES, INC. (the "Distributor"), a corporation organized under the laws of the State of Delaware.

PARTICIPATION AGREEMENT AMONG PIONEER VARIABLE CONTRACTS TRUST, LIFE INSURANCE COMPANY PIONEER INVESTMENT MANAGEMENT, INC. AND PIONEER FUNDS DISTRIBUTOR, INC.
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1 • Massachusetts

THIS AGREEMENT, made and entered into as of the thirteenth day of July, 2001, by and among PIONEER VARIABLE CONTRACTS TRUST, a Delaware business trust (the “Trust”), LIFE INSURANCE COMPANY, a Delaware life insurance company (the “Company”) on its own behalf and on behalf of each of the segregated asset accounts of the Company set forth in Schedule A hereto, as may be amended from time to time (the “Accounts”), PIONEER INVESTMENT MANAGEMENT, INC., a Delaware corporation (“PIM”) and PIONEER FUNDS DISTRIBUTOR, INC. (“PFD”), a corporation organized under the laws of The Commonwealth of Massachusetts.

PARTICIPATION AGREEMENT AMONG PORTFOLIO PARTNERS, INC., AETNA LIFE INSURANCE AND ANNUITY COMPANY, AETNA INVESTMENT SERVICES, LLC AND SECURITY LIFE OF DENVER INSURANCE COMPANY
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1 • Maryland

THIS AGREEMENT, dated as of the day of , 2001, by and among Portfolio Partners, Inc. (the “Fund”), a management investment company organized under the laws of the State of Maryland, Aetna Life Insurance and Annuity Company, a life insurance company organized under the laws of the State of Connecticut, referred to herein as the “Adviser” in its capacity as investment adviser to the Fund, Security Life of Denver Insurance Company, a life insurance company organized under the laws of the State of Colorado, referred to herein as the “Company” in its capacity as the issuer of variable annuity and/or variable life insurance contracts, on its own behalf and on behalf of each separate account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the “Account”) and Aetna Investment Services, LLC (the “Distributor”), a limited liability company organized under the laws of the State of Delaware.

AMENDMENT TO SECURITY LIFE OF DENVER INSURANCE COMPANY DISTRIBUTION AGREEMENT
Company Distribution Agreement • April 9th, 2002 • Security Life Separate Account L1

This Schedule "A" to the Distribution Agreement between Security Life of Denver Insurance Company ("Security Life") and ING America Equities, Inc. ("INGAE") dated September 22, 1994, sets forth the compensation to be paid to INGAE for its services as underwriter and distributor of the following products.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1

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 (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 9th, 2002 • Security Life Separate Account L1 • Connecticut

Security Life of Denver Insurance Company (the “Company”), and Aetna Income Shares1 and Aetna Variable Portfolios, Inc.2, on behalf of each of its series (each a “Fund” or in the aggregate “Funds”), and Aeltus Investment Management, Inc. (“Aeltus” or “Adviser”) hereby agree to an arrangement whereby the Funds shall be made available to serve as underlying investment media for Variable Life Insurance Policies (“Policies”) to be issued by the Company.

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1

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 (the "Company"), Variable Insurance Products Fund, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

FIRST AMENDMENT TO SERVICE AGREEMENT BETWEEN SECURITY LIFE OF DENVER INSURANCE COMPANY AND INVESCO FUNDS GROUP, INC.
Service Agreement • April 9th, 2002 • Security Life Separate Account L1

This Amendment is dated as of the 1st day of January, 2000 by and between Security Life of Denver Insurance Company ("Security Life") and INVESCO Funds Group, Inc. ("INVESCO").

FIRST AMENDMENT TO SALES AGREEMENT
Sales Agreement • April 9th, 2002 • Security Life Separate Account L1

THIS AGREEMENT is made by and between The Alger American Fund ("FUND"), a Massachusetts business trust, FRED ALGER MANAGEMENT, INC., a New York corporation ("ADVISER"), and SECURITY LIFE OF DENVER INSURANCE COMPANY ("LIFE COMPANY"), a life insurance company organized under the laws of the State of Colorado (collectively, the "PARTIES").

FIRST AMENDMENT TO SECURITY LIFE OF DENVER INSURANCE COMPANY DISTRIBUTION AGREEMENT
Insurance Company Distribution Agreement • April 9th, 2002 • Security Life Separate Account L1

This First Amendment is made effective October 1, 1996 and amends the Distribution Agreement (the "Agreement") dated September 22, 1994, between Security Life of Denver Insurance Company, a Colorado domestic insurance company ("Security Life") on its own behalf and on behalf of Security Life Separate Account A1 ("Separate Account A1") and Security Life Separate Account L1 ("Separate Account L1" and both collectively referred to as "Separate Accounts"), and ING America Equities, Inc. (formerly SLD Equities, Inc.), a Colorado corporation ("ING America Equities").

Letterhead Janus Funds] October 19, 2001 Terry Stumpf Security Life of Denver c/o ING North America Insurance Corp. 1290 Broadway Denver, CO 80203-5699 Re: Distribution and Shareholder Services Agreement - Janus Aspen Series - Service Shares Dear Ms....
Security Life Separate Account L1 • April 9th, 2002

This letter is to request you enter into a new Distribution and Shareholder Services Agreement ("Agreement") with Janus to permit you to continue to receive 12b- I fees. We believe a new agreement is required in light of the following transaction.

AMENDMENT TO THE PARTICIPATION AGREEMENT
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1

This Agreement is made by and among Security Life of Denver Insurance Company ("Company"), M Fund, Inc. ("Fund") and M Financial Investment Advisers, Inc. ("Adviser") (collectively, the "Parties").

SIXTH AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1

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).

AMENDMENT TO SERVICE AGREEMENT BETWEEN SECURITY LIFE OF DENVER INSURANCE COMPANY AND INVESCO FUNDS GROUP, INC.
Service Agreement • April 9th, 2002 • Security Life Separate Account L1

This Amendment is dated as of the 1st day of August, 2001 by and between Security Life of Denver Insurance Company ("Security Life") and INVESCO Funds Group, Inc. ("INVESCO").

SERVICE AGREEMENT
Service Agreement • April 9th, 2002 • Security Life Separate Account L1 • Massachusetts

This Agreement is entered into and effective as of the 1st day of January, 1999, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. ("FIIOC") and SECURITY LIFE OF DENVER INSURANCE COMPANY ("Company").

AMENDMENT TO PARTICIPATION AGREEMENT
Participation Agreement • April 9th, 2002 • Security Life Separate Account L1

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 (the "Company"), Variable Insurance Products Fund II, an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts (the "Fund"), and Fidelity Distributors Corporation, a Massachusetts corporation (the "Underwriter") (collectively, the "Parties").

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