SECOND AMENDMENT TO 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 participation agreement dated August 26,
1994 (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 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 two
additional Contracts funded by the 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 Schedule B an amended Schedule B in the form attached hereto which adds
the Strategic Advantage 11 Variable Universal Life policy and FirstLine II
Variable Universal Life Policy to the list of Contracts funded by the Separate
Accounts.
Executed this 1st day of June, 1998.
ATTEST: INVESCO Variable Investment Funds, Inc.
BY:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ATTEST: Security Life of Denver Insurance Company
BY:/s/ ▇▇▇▇▇ ▇. Hard
-------------------------------------
▇▇▇▇▇ ▇. Hard
ATTEST: INVESCO Funds Group, Inc.
BY:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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
Insurance Policy) Universal Life
4. FirstLine 11 Variable Universal (Flexible Premium Variable Universal Life
Life Insurance Policy)
5. Strategic Advantage 11 Variable
Universal Life (Flexible Premium Variable Universal Life
Insurance Policy)