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                                                                  EXHIBIT 8.H.




                       National Life Insurance Company

                              Power of Attorney






        The undersigned hereby appoints Patrick E. Welch, Thomas H. MacLeay or
Rodney A. Buck, or any of them, his attorney-in-fact to execute in his name, and
on his behalf, the National Life second-to-die variable universal life
registration statement on Form S-6, and all amendments thereto, to be filed by
National Life Insurance Company under the Securities Act of 1933.




 
        /s/ Thomas R. Williams
        ----------------------
        Thomas R. Williams