FIRST AMENDMENT TO SALES AGREEMENT

Exhibit 1.A(8)(b)(xxxxii)

FIRST AMENDMENT TO SALES AGREEMENT

     THIS AGREEMENT is made by and between The ▇▇▇▇▇ American Fund ("FUND"), a Massachusetts business trust, ▇▇▇▇ ▇▇▇▇▇ 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").

     WHEREAS, the PARTIES executed a sales agreement dated August 26, 1994 (the "Sales Agreement"), governing how shares of FUND's portfolios are to be made available to certain variable life insurance and/or variable annuity contracts offered by LIFE COMPANY through certain separate accounts (the "Separate Accounts").

WHEREAS, the FUND portfolios, available to the Separate Accounts are listed in Appendix A of the Sales Agreement;

WHEREAS, the PARTIES have agreed that it is in their interests to make two additional FUND portfolios available to the separate accounts;

NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY, FUND and ADVISER agree as follows:

     1.     The Sales Agreement is hereby amended by substituting for the original Appendix A an amended Appendix A in the form attached hereto which adds the ▇▇▇▇▇ American Growth Portfolio and ▇▇▇▇▇ American Leveraged Allcap Portfolio to the list of portfolios made available to the Separate Accounts.

Executed this 28th day of February, 1995.

	The ▇▇▇▇▇ American Fund
ATTEST: /s/ ▇▇▇▇▇ Staple	BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
	Security Life of Denver Insurance Company
ATTEST: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇	BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	▇▇▇▇ ▇▇▇▇▇ Management, Inc.
ATTEST: /s/ ▇▇▇▇▇ Staple	BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇

 

 

APPENDIX A

Alger American Small Capitalization Portfolio
Alger American MidCap Growth Portfolio
Alger American Growth Portfolio
Alger American Leveraged Allcap Portfolio