1 EXHIBIT 1.A.(5)(a) We, National Life Insurance Company, agree to pay the Death Benefit to the Beneficiary, subject to the terms of this policy, when we receive at our Home Office due proof that both of the Insureds died while this policy was in force. The final section of this policy, General Terms of this Policy, defines terms used in this policy. ROLES IN THIS POLICY --------------------------------------------------------------------- If used, the term "estate" of any person shall be deemed to be a designation of the executors or administrators of that person's estate. OWNER The Owner holds all rights under this policy. The Owner may take action without the consent and against the interest of any revocable Beneficiary and any contingent owner. If the Owner has waived the right to change the Beneficiary, action may be taken by the Owner only with the written consent of all irrevocable Beneficiaries. These actions may be taken only during the lives of one or both of the Insureds. If an instrument of trust is identified as the Owner of this contract, ownership will extend to such trust as amended if the trust is amendable, or to the successor(s) in said trust or assigns. INSUREDS The Death Benefit becomes payable upon the death of the second of the Insureds to die. The Insureds, in their role as the Insureds, have no rights and receive no benefits under this policy. BENEFICIARY The Beneficiary receives the Death Benefit. Unless later changed, the Beneficiary shall be as stated in the application. The interest of any Beneficiary who predeceases the second of the Insureds to die shall vest in the Owner unless otherwise stated. Where two or more Beneficiaries are designated to take in the alternative based on the order of the Insureds' deaths and there is not sufficient evidence that the Insureds died other than simultaneously, one half of the Death Benefit shall be paid as if the first Insured had survived the second Insured, and one half shall be paid as if the second Insured had survived the first Insured. This shall not apply if the application or the Owner has provided for a different payment. CHANGE OF BENEFICIARY The Owner has the right to change the Beneficiary. If the Owner expressly waives this right, no change can be made without the written consent of the Beneficiary. A new Beneficiary may be named during the lives of one or both of the Insureds by filing at our Home Office written notice in such form as we may require. When notice is received at our Home Office, the change shall take effect as of the date the notice is signed whether or not either Insured is living at the time of receipt. We will not be liable for any payment we make before receipt of the written notice at our Home Office. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 1 2 TRUST BENEFICIARY Unless an authorized officer or registrar of the Company explicitly agrees otherwise in writing, the following provision shall apply when a trust is named as Beneficiary. In no event is the Company responsible for the application or disposition of any proceeds it pays to a Trust Beneficiary. Payment to a Trust Beneficiary is a full discharge of the liability of the Company. If a designated trust provides for successor trustees, the designation in this policy includes successor trustees. Likewise, if the trust allows amendments, the trust, if so amended, remains as a designated Beneficiary. A Trust Beneficiary is considered to be a Beneficiary who did not survive the Insureds if: 1. the trust has been terminated; or 2. the specified testamentary trust does not qualify as such; or 3. for any other reason a Trust Beneficiary is not entitled to any proceeds. UNNAMED BENEFICIARY We may rely on an affidavit by any person who in our judgment knows the facts to identify any Beneficiary not specified by name. All our liability shall cease when we pay on the basis of such affidavit. If used, the term "children" of any person shall include only lawful children born to or legally adopted by that person. ASSIGNMENTS If this contract is assigned, such assignment shall transfer to the assignee the interest of: 1. any Beneficiary whom the assignor can change; and 2. any contingent owner. If the assignee acquires a right to proceeds, they shall be paid in one sum even though a Payment Option may be in effect at the time the assignment was signed. However, if we specifically agree, an assignment may limit the method of payment of any proceeds. We are not responsible for the validity or effect of any assignment of this policy. We will not recognize any assignment until it has been filed at our Home Office. SPENDTHRIFT PROVISION If we receive at our Home Office written request by the Owner for this Spendthrift Provision, then, to the extent allowed by law and by this policy: 1. only the Owner may transfer, anticipate, commute, or encumber the proceeds of this policy; and 2. only legal process against the Owner may affect the proceeds of this policy. Any proceeds payable after this request is withdrawn by the Owner shall not be affected by this provision. PREMIUMS --------------------------------------------------------------------- National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 2 3 POLICY PROTECTION PERIOD The first 60 months following the Date of Issue during which this policy remains continuously in force is referred to as the Policy Protection Period. MINIMUM INITIAL PREMIUM A premium at least equal to the Minimum Initial Premium stated in the Data Section is due on the Date of Issue. Thereafter, premiums may be paid towards this policy, under the circumstances described below, until the Final Premium Acceptance Date stated in the Data Section. MINIMUM MONTHLY PREMIUM The Minimum Monthly Premium specific to this policy is stated in the Data Section. It is subject to change upon Changes in Face Amount and Death Benefit Option, and upon adding, changing, or deleting rider coverages on this contract. CUMULATIVE MINIMUM MONTHLY PREMIUM The Cumulative Minimum Monthly Premium at any time is the sum of all Minimum Monthly Premiums in effect on this policy for all months elapsed since the Date of Issue. During the Policy Protection Period payment of total accumulated premiums, in excess of withdrawals and debt, at least equal to the Cumulative Minimum Monthly Premium, will keep the policy in force to the next Monthly Policy Date. This policy will always remain in force, both during the Policy Protection Period and beyond, as long as the Cash Surrender Value is sufficient to provide for Monthly Deductions. PLANNED PERIODIC PREMIUMS The Planned Periodic Premiums are the premiums the Applicant has requested be billed. The Owner may change the amount or frequency of Planned Periodic Premiums at any time by sending a written notice to us at our Home Office. Planned Periodic Premiums, however, may not be more frequent than quarterly, except for policies which are part of a group or pension plan on which premiums are accepted monthly, or for policies on which the premiums are automatically withdrawn from a checking account according to the terms of a special billing arrangement agreed to by the Company. In addition, we will accept unscheduled premiums, which are premiums in addition to the Minimum Initial, Minimum Monthly, or Planned Periodic Premiums. All premiums are limited by a minimum and a maximum. The minimum is $100 per premium payment. The maximum is any limit imposed by the Internal Revenue Code for qualifying the policy as "Life Insurance" for Federal Income Tax purposes. We will National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 3 4 not accept any premium in excess of the maximum. We will also not accept any premium, the payment of which, through application of the Death Benefit Standard, increases the Death Benefit of this policy by an amount exceeding the dollar amount of the premium paid. No premium will be accepted on this policy on or after the Final Premium Acceptance Date. The first premium may be paid to us either through our duly authorized agent in exchange for a receipt signed by that agent, or at our Home Office. All subsequent premiums must be paid to us at our Home Office, and will be credited and allocated on the day we receive them. NET PREMIUM A net premium is the amount of any premium paid after the deduction of the applicable Premium Tax and any Sales Load associated with that premium. PREMIUM TAX We will deduct from each premium paid percentages for the payment of premium taxes before allocating such premium to the Accumulated Value. The State Premium Tax percentage and the percentage for Taxes Attributed to Specified Policy Acquisition Expenses under Internal Revenue Code Section 848 deducted from the premium paid as of the Date of Issue of the policy are stated in the Data Section. These percentages will change if new taxes are imposed or if the existing tax rates change. SALES CHARGE We will deduct from each premium paid percentages for the provision of a Sales Charge before allocating such premium to the Accumulated Value. The Current Sales Charge and the Guaranteed Maximum Sales Charge percentages are stated in the Data Section. PREMIUM ALLOCATION The Owner has the right to designate the allocation of net premiums among the Fixed Account and the Sub-Accounts of the Variable Account. The initial allocation is shown in the Data Section. That portion of the premium due on the Date of Issue which is allocated to the Fixed Account will be transferred to the Fixed Account upon receipt. However, any portion of the premium due on the Date of Issue which is allocated to a Sub-Account of the Variable Account will be held in the Money Market Fund Sub-Account until the end of the 20th day following the Date of Issue. It will then be transferred to any other accounts as designated by the Owner. The allocation must be made in percentages. Each percentage must be a whole number. No allocation need be made to the Fixed Account or to any particular Sub-Account. Each allocation made must be at least five percent. The Owner may change the allocation of future premiums by notifying us in writing at our Home Office. Any allocation made will remain in effect until changed. We reserve the right to restrict the number of different Sub-Accounts to which premiums are allocated over the life of this contract to seventeen. GRACE PERIOD A Grace Period shall start: National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 4 5 - If on any Monthly Policy Date during the Policy Protection Period, both of the following occur: 1. the amount of Cash Surrender Value is smaller than the amount of the Monthly Deductions on that date; and 2. the Cumulative Minimum Monthly Premium is greater than a sum equal to: a) all premiums paid; less b) all withdrawals made; less c) any debt to us on this policy. - If on any Monthly Policy Date on or after the end of the Policy Protection Period, the Cash Surrender Value is smaller than the Monthly Deductions on such date. A Grace Period shall not be less than 61 days. During a Grace Period this policy shall remain in force. The premium needed to keep the policy in force beyond a Grace Period shall be the net premium sufficient to produce a Cash Surrender Value equal to three times the Monthly Deduction due on the date the Grace Period began. We will mail notice of the premium needed to the Owner. If the premium needed is unpaid on the 61st day after the notice is sent, then the Grace Period shall end and this policy shall terminate without value. This policy shall then be null and void and all rights shall cease, except as may be provided in Reinstatement. A Grace Period will not begin solely because payments of Planned Periodic Premiums are discontinued. Whether or not premiums are paid, Charges Against the Accumulated Value will be made. REINSTATEMENT If this policy terminates after the end of a Grace Period, it may be reinstated. It must be reinstated on a Monthly Policy Date within five years from the start of such Grace Period. For Reinstatement we will require: 1. an application for Reinstatement; and 2. proof to our satisfaction that each Insured who was living at the end of the Grace Period is living and insurable; and 3. payment of a net premium which will make the Cash Surrender Value sufficient to provide: a) two times the Monthly Deduction due on the date the Grace Period began; plus b) three times the Monthly Deduction due on the date of Reinstatement. We will send the Owner notice of the required payment upon request. In the event of Reinstatement: 1. the Surrender Charge in effect on the Monthly Policy Date on which the Grace Period began shall become the Surrender Charge on the Monthly Policy Date of Reinstatement; and 2. the schedule of Surrender Charges for the policy months following the date the Grace Period began shall become the schedule of Surrender Charges for the policy months following the date of Reinstatement; and National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 5 6 3. the Sales Load in effect on the Monthly Policy Date on which the Grace Period began shall become the Sales Load on the Monthly Policy Date of Reinstatement; and 4. the schedule of Sales Loads for the policy months following the date the Grace Period began shall become the schedule of Sales Loads for the policy months following the date of Reinstatement; and 5. the Monthly Administration Charge in effect on the Monthly Policy Date on which the Grace Period began shall become the Monthly Administration Charge on the Monthly Policy Date of Reinstatement; and 6. the schedule of Monthly Administration Charges for the policy months following the date the Grace Period began shall become the schedule of Monthly Administration Charges for the policy months following the date of Reinstatement; and 7. the Accumulated Value Charge in effect on the Monthly Policy Date on which the Grace Period began shall become the Accumulated Value Charge on the Monthly Policy Date of Reinstatement; and 8. the schedule of Accumulated Value Charges for the policy months following the date the Grace Period began shall become the schedule of Accumulated Value Charges for the policy months following the date of Reinstatement; and 9. the Policy Protection Period is terminated. DEATH BENEFIT AND POLICY CHANGES --------------------------------------------------------------------- DEATH BENEFIT We will pay the Death Benefit to the Beneficiary when we receive at our Home Office due proof that both Insureds died while this policy was in force. We will pay the Death Benefit in one sum unless a Payment Option is chosen. If the Death Benefit is paid in one sum, it shall be increased by interest from the date we receive proof of death of the second of the Insureds to die to the date of payment. We will set the rate of interest at not less than the Minimum Interest Paid on Death Claims percentage shown in the Data Section. SUICIDE LIMITATION If either of the Insureds dies within two years of the Date of Issue as the result of suicide, while sane or insane, we will pay only a sum equal to: 1. the premiums paid; less 2. any debt to us on this policy; less 3. any withdrawals made. This policy shall immediately terminate on the first such death by suicide. Payment will be made to the Beneficiary. A similar two year period shall apply to any increase in Face Amount for which an application is required. Such period shall begin on the Effective Date of any such increase. During such period if either Insured dies as the result of suicide, we will terminate the increase segment, and will refund to the Owner only a sum equal to the Cost of Insurance Charges that we have deducted from the Accumulated Value for such increase. However, if such increase became effective within two years after the Effective Date of a Reinstatement, we will pay only the amount set forth in the next paragraph. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 6 7 If this policy is reinstated, a similar two year period shall start from the Effective Date of the Reinstatement. During such period, if either Insured dies as the result of suicide, while sane or insane, we will pay only a sum equal to: 1. the premiums paid since the Effective Date of the Reinstatement; less 2. any debt to us on this policy; less 3. any withdrawals made since the Effective Date of the Reinstatement. NOTICE OF DEATH AND CLAIMS The Owner must notify us as soon as reasonably possible of the death of each Insured. We may require proof whether both Insureds are living two years from the Date of Issue. On the death of the first Insured to die we will require the Owner to provide us with evidence of death and proof of age and, if the death is within two years from the Date of Issue, the cause of death. DEATH BENEFIT OPTIONS The Owner may elect either of two Death Benefit Options, Option A or Option B, for the period prior to the Final Premium Acceptance Date. The Death Benefit Option in effect on this policy is stated in the Data Section. OPTION A Under Option A the Death Benefit shall be the greater of the Death Benefit Standard or the following: 1. the Face Amount on the date of death of the second of the Insureds to die; less 2. the amount of any Monthly Deductions then due; less 3. any debt to us on this policy. OPTION B Under Option B the Death Benefit shall be the greater of the Death Benefit Standard or the following: 1. the Face Amount on the date of death of the second of the Insureds to die; plus 2. the Accumulated Value of this policy on the date of death of the second of the Insureds to die; less 3. the amount of any Monthly Deductions then due; less 4. any debt to us on this policy. DEATH BENEFIT STANDARD The Death Benefit Standard is established in conformance with Section 7702 of the Internal Revenue Code, which defines "Life Insurance" for Federal Income Tax purposes. The Death Benefit Standard is: 1. the Death Benefit Factor multiplied by the Accumulated Value of the policy on the date of death of the second of the Insureds to die; less 2. the amount of any Monthly Deductions then due; less 3. any debt to us on this policy. The Death Benefit Factors for this policy are stated in the Data Section. CHANGES IN FACE AMOUNT AND National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 7 8 DEATH BENEFIT OPTION The Face Amount is the sum of the Base Coverage and any Additional Protection Benefit provided through an Additional Protection Benefit Rider attached to this policy. The Owner may request any of the following changes. We will make a change subject to the conditions stated. In addition, the following conditions apply to all of these changes: 1. These changes may be made only after the first Policy Anniversary. 2. Any change will initiate a redetermination of the Minimum Monthly Premium. We will send the Owner a revised or additional Data Section if any of these changes is made. FACE AMOUNT INCREASES. A Face Amount Increase may be made only while both Insureds are living. Face Amount Increases may be made in conformance with our policy issue limits. We will require an application from the Owner and proof to our satisfaction that both Insureds are then insurable. An increase in Face Amount, and an associated redetermination of the Minimum Monthly Premium, shall be effective upon the Monthly Policy Date next following our approval. Any increase in Face Amount must be at least as large as the Minimum Increase Amount stated in the Data Section. Face Amount Increases may be limited by our condition that the Accumulated Value immediately following the increase must be at least equal to the sum of the Surrender Charges associated with the original coverage and the increase in coverage. FACE AMOUNT DECREASES. We will require a written request by the Owner. A decrease in Face Amount, and an associated redetermination of the Minimum Monthly Premium, shall be effective upon the Monthly Policy Date on or next following our receipt of the request. Decreases shall not be permitted which would reduce the Face Amount to less than any of the following: - the minimum insurance amount for which the policy would qualify as "Life Insurance" for Federal Income Tax purposes under the Internal Revenue Code; or - the Minimum Base Coverage shown in the Data Section; or - 75% of the largest Face Amount in force at any time in the twelve policy months immediately preceding our receipt of the request. A decrease in total coverage shall apply in the following order: - first, to any increases in Face Amount in the reverse order in which they were made; - second, to the Face Amount on the Date of Issue. If both an increase in Base Coverage and addition of Additional Protection Benefit were performed simultaneously, the Additional Protection Benefit will be removed first. DEATH BENEFIT OPTION CHANGES. The Death Benefit Option may be changed once each Policy Year prior to the Final Premium Acceptance Date. A Death Benefit Option Change may be made only while both Insureds are living. We will require a written request from the Owner. A change will be effective on the Monthly Policy Date on or next following our receipt of the request. The change will be made only if after such National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 8 9 change the policy would qualify as "Life Insurance" for Federal Income Tax purposes under the Internal Revenue Code. Upon a change from Option A to Option B, the Face Amount shall decrease by an amount equal to the Accumulated Value of the policy just prior to the Effective Date of the change. However, the change may be made only if after such change the Face Amount would not be below the Minimum Base Coverage shown in the Data Section. The decrease in Face Amount will be performed in the order described in Face Amount Decreases, above. Upon a change from Option B to Option A, the Face Amount shall increase by an amount equal to the Accumulated Value just prior to the Effective Date of the change. INSURANCE CONTINUATION On the Final Premium Acceptance Date stated in the Data Section, if this policy is still in force, the Face Amount of this policy will be set equal to the Accumulated Value, and the Death Benefit Option will automatically revert to Option A. The Death Benefit Option may not thereafter be changed, and no additional premium will be accepted on this policy. All Accumulated Value will be transferred to the Fixed Account, and no transfers will be thereafter allowed. All Monthly Deductions on this policy will cease. The Owner may, however, continue to access the Cash Surrender Value and to make or repay Policy Loans. INVESTMENT --------------------------------------------------------------------- Investment of the Accumulated Value of the policy may be made in the Fixed Account and/or in one or more of the Sub-Accounts of the National Variable Life Insurance Account (herein called the "Variable Account"). The Accumulated Value in the Variable Account is based on the investment experience of the chosen Sub-Account(s) of the Variable Account, and may increase or decrease daily. It is not guaranteed as to dollar amount. FIXED ACCOUNT The Fixed Account is composed of the admitted assets of National Life Insurance Company other than those in the Variable Account or any other separate account. INTEREST RATES CREDITED TO THE ACCUMULATED VALUE IN THE FIXED ACCOUNT The rate of interest credited on any portion of the Accumulated Value in the Fixed Account shall never be less than the Minimum Fixed Account Interest Rate shown in the Data Section. We may credit interest at a higher interest rate. Any higher interest rate credited on Accumulated Value in the Fixed Account shall remain in effect for at least a one-year period. Allocations to the Fixed Account made at different times may be credited interest at different rates. Each month we will declare an interest rate to apply to amounts allocated National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 9 10 or transferred to the Fixed Account during that month. The rate declared on such amounts will remain in effect for twelve months. At the end of the twelve month period, such amounts and accrued interest thereon will rollover for interest crediting at a new rate. The interest credited to such rollover amounts may be at a different rate than that applicable to new allocations to the Fixed Account on that date. Interest at different rates may be credited to: 1. that portion which is equal to any debt to us on this policy; and 2. any portion in excess of any such debt. VARIABLE ACCOUNT The Variable Account is composed of assets owned by National Life Insurance Company. These assets are held separate and apart from Fixed Account assets. The Variable Account is devoted exclusively to the investment of assets of variable life insurance policies. Income, gains, and losses from assets allocated to the Variable Account, whether or not realized, are credited to or charged against such account without regard to our other income, gains, or losses. The portion of the assets of the Variable Account equal to the reserves and other liabilities for these policies shall not be chargeable with liabilities arising out of any other business which we may conduct. We may transfer assets which exceed the reserves and other liabilities of the Variable Account to our Fixed Account. The Variable Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940 ("the 1940 Act"). It is also governed by applicable state law. We may make certain changes if, in our sole judgment, they would best serve the interests of the owners of policies such as this one or would be appropriate in carrying out the purposes of such policies. Any changes will be made only if permitted by applicable laws and regulations. Also, when required by law, we will obtain the approval of policyowners of the changes and the approval of any appropriate regulatory authority. For example, we may: 1. operate the Variable Account as a management company under the 1940 Act; 2. deregister the Variable Account under the 1940 Act if registration is no longer required; and 3. combine or substitute Variable Accounts; and 4. create new Variable Accounts; and 5. transfer all or part of the assets of the Variable Account to another Variable Account or to the Fixed Account; and 6. add new investment funds or remove existing investment funds; and 7. make any changes necessary to comply with, or obtain and continue any exemptions from the 1940 Act; and 8. make any other necessary technical changes in this policy to conform with any action this provision permits us to take. SUB-ACCOUNTS The Variable Account has several Sub-Accounts. Each Sub-Account will buy shares of an investment fund. Each investment fund represents a separate investment portfolio. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 10 11 If, in our judgment, an investment fund no longer suits the investment goals of the policy, or tax or marketing conditions so warrant, we may substitute shares of another investment fund or shares of another investment company. Income and realized and unrealized gains or losses from the assets of each Sub- Account of the Variable Account are credited to or charged against that Sub-Account without regard to income, gains, or losses in the other Sub-Accounts of the Variable Account, the Fixed Account, or any other separate accounts. We reserve the right to credit or charge a Sub-Account in a different manner if required, or made appropriate, by reason of a change in the law. We maintain records of all purchases and redemptions of investment fund shares by each of the Sub-Accounts. VALUATION We will value the assets of each Sub-Account of the Variable Account on each Valuation Date. TRANSFERS Subject to any applicable Transfer Charges, the Owner may transfer Accumulated Value among the Sub-Accounts or to the Fixed Account without limitation. However, only one transfer from the Fixed Account to the Variable Account may be made during any Policy Year. The Accumulated Value transferred from the Fixed Account in any Policy Year may not exceed the greater of: - 25% of the unloaned portion of the Accumulated Value in the Fixed Account immediately prior to the transfer; and - $1,000. POLICY VALUES --------------------------------------------------------------------- ACCUMULATED VALUE OF THE POLICY The Accumulated Value of the policy is equal to the sum of the Accumulated Value in the Fixed Account and the Accumulated Value in the Variable Account. ACCUMULATED VALUE IN THE FIXED ACCOUNT The Accumulated Value in the Fixed Account on any day is: 1. the Accumulated Value in the Fixed Account on the just prior Monthly Policy Date, if any; plus 2. interest on the Accumulated Value in the Fixed Account on the just prior Monthly Policy Date from the just prior Monthly Policy Date to such day; plus 3. the amount of all net premiums accepted since the just prior Monthly Policy Date which are allocated to the Fixed Account; plus 4. interest on item (3) from the date of net premium allocation to the Fixed Account to such day; plus 5. the amount of all Accumulated Values transferred to the Fixed Account from a Sub-Account of the Variable Account since the just prior Monthly Policy Date; plus National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 11 12 6. interest on item (5) from the date of the transfer to such day; less 7. the amount of all Accumulated Values transferred from the Fixed Account to a Sub-Account of the Variable Account since the just prior Monthly Policy Date; less 8. interest on item (7) from the date of transfer to such day; less 9. the amount of all Accumulated Values withdrawn from the Fixed Account since the just prior Monthly Policy Date; less 10. interest on item (9) from the date of withdrawal to such day; less 11. any Monthly Deduction allocated to the Fixed Account for the month next following the Monthly Policy Date which is due on such day. ACCUMULATED VALUE IN THE VARIABLE ACCOUNT The Accumulated Value in the Variable Account is the sum of the Accumulated Values in each Sub-Account of the Variable Account. On any later day which is a Valuation Date, the policy's Accumulated Value in each Sub-Account is the number of units in the Sub-Account multiplied by the Unit Value on that date. On any date after the Date of Issue other than a Valuation Date, the Accumulated Value in a Sub-Account is the Accumulated Value of such Sub-Account on the next following Valuation Date. UNITS IN A SUB- ACCOUNT Amounts allocated, transferred, or added to a Sub-Account are used to purchase units in that Sub-Account. Any such amount increases the number of units credited to that Sub-Account. The number of units credited to the Sub-Account equals the dollar amount directed to the Sub-Account divided by the Unit Value for that Sub-Account for the Valuation Date as of which the transaction is performed. Units are redeemed from a Sub-Account when amounts are deducted, transferred, or withdrawn from the Sub-Account. Any such amount decreases the number of units credited to that Sub-Account. The number of units redeemed from the Sub-Account equals the dollar amount redeemed from the Sub-Account divided by the Unit Value for that Sub-Account for the Valuation Date as of which the transaction is performed. UNIT VALUE The Unit Value in a Sub-Account on any Valuation Date is equal to that Unit Value on the immediately preceding Valuation Date multiplied by the Net Investment Factor in effect for that Sub-Account. NET INVESTMENT FACTOR Each Sub-Account of the Variable Account has its own Net Investment Factor. The Net Investment Factor measures the performance of the Sub-Account for individual Valuation Periods. The Net Investment Factor is calculated as follows: 1. Take the net asset value per share of the corresponding investment fund on the current Valuation Date. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 12 13 2. Add the per share capital gain or loss and dividend distribution of the investment fund during the current Valuation Period. 3. Divide the result of item (2) by the net asset value per share of the corresponding investment fund on the just prior Valuation Date. 4. Subtract from the result of item (3) any Tax Charge during the current Valuation Period. The result of item (4) is the Net Investment Factor on the current Valuation Date. Net asset values per share of corresponding investment funds reflect fees and operating expenses deducted by investment advisors. ACCUMULATED VALUE UPON REINSTATEMENT If this policy is reinstated, the Accumulated Value on the date of Reinstatement shall be: 1. the Accumulated Value on the date the Grace Period began; less 2. two times the Monthly Deduction due on the date the Grace Period began; plus 3. the net premium paid to reinstate the policy; less 4. the Monthly Deduction due on such date. CASH SURRENDER VALUE The Owner may, by written request to us, surrender this policy while one or both of the Insureds are living for its Cash Surrender Value. We may require that the policy be returned to us. When this policy has been surrendered, it shall be null and void and all rights shall cease. Proceeds shall be paid in one lump sum unless a Payment Option is chosen. The Cash Surrender Value on any day shall be equal to: 1. the Accumulated Value on such day; less 2. any debt to us on this policy; less 3. any Surrender Charges which apply on such day. SURRENDER CHARGES Surrender Charges, according to the schedule presented in the Data Section, apply during the first 120 Policy Months following the Effective Date of any segment of coverage. A new, separate schedule of Surrender Charges applies to each increase in coverage. DIVIDENDS We may credit this policy with shares, called dividends, from our divisible surplus. However, it is expected that no dividends will be credited to this policy. Any dividends shall be set by us and shall be credited on the policy anniversary. Any dividends credited shall be paid in cash. CHARGES AGAINST THE ACCUMULATED VALUE --------------------------------------------------------------------- TAX CHARGE National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 13 14 We reserve the right to deduct any charge for taxes or amounts set aside as a reserve for taxes in determining the value of an Accumulated Value Unit for each of the Sub-Accounts in the event that such a tax is levied on that Sub-Account in the future. MONTHLY DEDUCTION The Monthly Deduction is the sum of the Cost of Insurance Charge, the Accumulated Value Charge, and the Monthly Administrative Charge. The Monthly Deduction shall be deducted from the Accumulated Value of the policy on the Monthly Policy Date, as follows: 1. The Owner may elect to allocate the Monthly Deduction entirely to the Money Market Fund Sub-Account, by notifying us in writing. If the Accumulated Value in the Money Market Fund Sub-Account is not sufficient to provide for the entire Monthly Deduction on a Monthly Policy Date, the Monthly Deduction will be taken from the Money Market Fund Sub-Account until that account is exhausted, and any additional amount necessary to fund the full Monthly Deduction shall be allocated among and deducted from the unloaned portion of the Fixed Account and the other Sub-Accounts on a pro rata basis. 2. If the Owner does not elect 1, above, the Monthly Deduction shall be allocated among and deducted from the unloaned portion of the Fixed Account and the Sub-Accounts on a pro rata basis. COST OF INSURANCE CHARGE The Cost of Insurance rate on any day shall be based on the duration of this policy, the Insureds' sexes and then Attained Ages, the smoker status of each Insured, and any substandard rating applied to either Insured on the Date of Issue or upon any increase in Face Amount. On any Monthly Policy Date, the Cost of Insurance Charge of the policy shall be the Cost of Insurance rates on such date multiplied by the excess of: 1. the Death Benefit of the policy plus any debt to us on the policy divided by the Cost of Insurance Divisor; over 2. the Accumulated Value of the policy on such date before the Cost of Insurance Charge is deducted. We may change the Cost of Insurance rates from time to time based on our expectations of future experience. Any change in the Cost of Insurance rates shall apply to all policies of the same duration, insuring persons of the same sexes, Attained Ages, and rate classes as the Insureds. The Cost of Insurance rates for each Insured shall not be greater than the guaranteed rates set forth in the Data Section. These rates are based on the Mortality Table named in the Data Section. The rate class of the Insureds at the time of an increase in Face Amount for which an application is required may differ from the rate class on the Date of Issue. For determining the Cost of Insurance Charge: 1. the Accumulated Value is first considered part of the Base Coverage on the Date of Issue; and National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 14 15 2. then, part of any Additional Protection Benefit on the Date of Issue; and 3. then, if the Accumulated Value is more than the Face Amount on the Date of Issue, the excess is considered part of the increases in Base Coverage in the order of occurrence of such increases; and 4. then, part of the increases in Additional Protection Benefit in the order of such increases; and 5. if the Death Benefit is the Death Benefit Standard, the excess of the Death Benefit over the total Face Amount is assigned the rate class of the Face Amount in effect on the Date of Issue. ACCUMULATED VALUE CHARGE The Accumulated Value Charge Percentage shown in the Data Section for policies with the Base Coverage of this contract will be applied against the sum of the Accumulated Value in each Sub-Account of the Variable Account and the non-loaned portion of the Accumulated Value in the Fixed Account to determine the monthly Accumulated Value Charge. This monthly charge, assessed to cover mortality and expense risk, will never exceed that determined using the Guaranteed Maximum Accumulated Value Charge Percentage shown in the Data Section. MONTHLY ADMINISTRATION CHARGE The Monthly Administration Charge is shown in the Data Section. Increases in Base Coverage will increase the Monthly Administration Charge, but this charge will not be reduced upon a decrease in Base Coverage. TRANSFER CHARGE We may charge a Transfer Charge for the thirteenth and each subsequent requested transfer of Accumulated Value between and among the Fixed Account and the Sub- Accounts occurring during any Policy Year. Transfers to or from more than one account at the same time shall be treated as one transfer. The Transfer Charge may not exceed the Maximum Transfer Charge stated in the Data Section. Transfer Charges shall be allocated among and deducted from the Fixed Account and the Sub-Accounts in proportion to the Accumulated Values to be transferred from such accounts. No Transfer Charge will be imposed for the following transactions, nor will any of the following transactions be counted against the twelve free transfers allowed each Policy Year: 1. the transfer of all Accumulated Value to the Fixed Account if during the first two Policy Years and in one transaction; and 2. the transfer of Accumulated Value from a Sub-Account of the Variable Account to another Sub-Account or to the Fixed Account, if there has been a material change in the investment policy of the fund in which the funds of that Sub- Account are invested; and 3. the initial allocation of the premium due on the Date of Issue from the Money Market Fund Sub-Account; and 4. transfers of Accumulated Value from the Variable Account into the Fixed Account pursuant to the taking of a Policy Loan; and 5. allocation of the payment of any debt to us on this policy; and 6. according to the terms of the Dollar Cost Averaging feature; and 7. according to the terms of the Portfolio Rebalancing feature. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 15 16 WITHDRAWALS --------------------------------------------------------------------- After the first policy anniversary, the Owner may make withdrawals by written request to us. Withdrawals shall be subject to all of the following terms. 1. The amount withdrawn may not be less than the Minimum Withdrawal Amount stated in the Data Section. 2. The amount withdrawn may not exceed the Cash Surrender Value on the date of withdrawal less three times the Monthly Deduction for the next Monthly Policy Date. 3. The amount withdrawn may not be such that it reduces the Face Amount below the Minimum Base Coverage stated in the Data Section. The Accumulated Value will be reduced by the amount of the withdrawal. If Death Benefit Option A is in effect on the date of the withdrawal and if the Face Amount divided by the Death Benefit Factor on the date of the withdrawal exceeds the Accumulated Value of the policy just after the withdrawal, the Face Amount shall also be decreased. The decrease in Face Amount shall equal the lesser of such excess or the amount of the withdrawal. A decrease in total insurance coverage shall apply first to any increases in Face Amount in the reverse order in which they were made, and then to the Face Amount on the Date of Issue. If Death Benefit Option B is in effect on the date of the withdrawal, there shall be no decrease in the Face Amount. WITHDRAWAL CHARGE We will assess a Withdrawal Charge equal to the lesser of: - 2% of the amount withdrawn; and - $25. This Withdrawal Charge will be deducted from the amount withdrawn. ALLOCATION OF WITHDRAWALS The amount withdrawn shall be allocated among and deducted from the Accumulated Values held in each account according to the following prioritization: 1. first, from the Accumulated Value held in specific Sub-Accounts as specified by the Owner, if the Owner so specifies; and 2. second, from the Accumulated Value in proportion to the Accumulated Values held in the Sub-Accounts on the day the withdrawal is made; and 3. finally, from the non-loaned Accumulated Value held in the Fixed Account. If the Accumulated Value in any Sub-Account from which the Owner has requested that withdrawals be allocated and deducted is insufficient to cover the amount of the withdrawal, the withdrawal will not be processed until further instructions are received by us from the Owner. POLICY LOANS --------------------------------------------------------------------- National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 16 17 We will loan an amount up to the Loan Value of this policy less the amount of any outstanding debt, at any time after the first Policy Year. At the time of the loan the policy must be in force. The policy shall be the sole security for the loan and must be duly assigned to us. LOAN VALUE The Loan Value on any day is equal to: 1. the Accumulated Value on such day; less 2. the Surrender Charges on such day; less 3. three times the Monthly Deduction for the next Monthly Policy Date. LOAN INTEREST RATE Any loan shall bear interest from the date the loan is made. The Loan Interest Rate is shown in the Data Section. GENERAL LOAN TERMS After the loan is made, loan interest shall be due on the next and all later Policy Anniversaries. If any interest is not paid when due, it shall be added to the loan and bear interest on the same terms. The debt secured by this policy includes loans, unpaid loan interest, and accrued loan interest not otherwise due. All or any part of the debt may be paid to us at any time prior to: 1. the death of the second of the Insureds to die; and 2. surrender of the policy. However, during a Grace Period the debt may not be repaid. Unless the Owner specifies, any payment to us shall be deemed a premium payment and not a payment of the debt. At the death of the Insured or upon the surrender of the policy, all debt shall become due at once. It shall be paid from the policy values. ALLOCATION OF POLICY LOANS The loaned amounts allocated to the Sub-Accounts shall be transferred from the Sub-Accounts and placed into the Fixed Account. Policy Loans shall be allocated among and transferred from the Accumulated Values held in each account according to the following prioritization: 1. first, from the Accumulated Value held in specific Sub-Accounts as specified by the Owner, if the Owner so specifies; and 2. second, from the Accumulated Value in proportion to the Accumulated Values held in the Sub-Accounts on the day the loan is made; and 3. finally, from the non-loaned Accumulated Value held in the Fixed Account. If the Accumulated Value in any Sub-Account from which the Owner has requested that loaned amounts be transferred is insufficient to cover the amount of the loan, the loan will not be processed until further instructions are received from the Owner. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 17 18 Loan repayments shall be allocated among the Fixed Account and the Sub-Accounts in proportion to the Premium Allocation percentages assigned by the Owner. Any loan interest due and not paid shall be allocated among and transferred, on the date the interest is due, from the Accumulated Values held in each account: 1. first, in proportion to the Accumulated Values held in the Sub-Accounts of the Variable Account until those accounts are exhausted; and 2. then from the non-loaned Accumulated Value held in the Fixed Account. These amounts shall be placed in, or segmented within, the Fixed Account. PAYMENT OPTIONS --------------------------------------------------------------------- In lieu of a lump sum settlement, all or part of the proceeds of this contract may be applied under a Payment Option. When proceeds are applied under a Payment Option, all other rights and benefits under this contract shall cease. In addition to the following options, other payment options may be available. OPTION EFFECTIVE DATE The Option Effective Date is the date the proceeds become payable. GENERAL PAYMENT OPTION TERMS If the proceeds to be placed under a Payment Option are less than $3,500, we may pay them in one sum to the payee who otherwise would receive the first payment under the option. If any payments would be less than $100, we will change the frequency to provide payments of at least $100. If the proceeds are assigned on the Option Effective Date, we will pay the assignee's share in one sum and place only the balance under the option. After the Option Effective Date neither the payments nor the remaining value may be assigned or encumbered. To the extent the law permits, they are not subject to any claims against the payee. We may require proof to our satisfaction that any payee is alive on the date any payment is due. CHOICE OF OPTION Choice of an option may be made: 1. by the Owner if one or both of the Insureds are living; or 2. by the Beneficiary if neither Insured is living and no option is in effect. Equivalent payments for 12-, 6-, 3-, or 1-month intervals may be chosen. The options are described in terms of monthly payments. We will quote the amount of other payments on request. We may issue a document stating the terms of the option. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 18 19 CHANGE OF PAYMENT OPTION The right to change Payment Options exists under Options 1, 2, and 4. At the time of change the remaining value under the old option shall become the proceeds to be placed under the new option. LUMP SUM REMOVAL OF PROCEEDS APPLIED UNDER A PAYMENT OPTION Lump sum payments may be taken from the remaining proceeds placed under Payment Options 1, 2, and 4. Under Options 1 and 4 all or any part of the remaining value may be taken at any time, though no more than four transactions may be made during any calendar year. Under Option 2 the entire remaining value may be taken at any time. No lump sum removal of proceeds may be made under Options 3, 5, 6, and 7. OPTION 1 - PAYMENT OF INTEREST ONLY Interest at a rate of 3 1/2% per year shall be paid either for: 1. the life of a chosen human being; or 2. a chosen period. We may pay more interest in any given year. Upon the earlier of the death of the chosen human being or the end of the chosen period, any remaining value will be paid. The first payment shall be made one month after the Option Effective Date. If the payee is not a human being, payments may not continue for more than 30 years. OPTION 2 - PAYMENTS FOR A STATED TIME Equal monthly payments shall be made for a stated number of years. The first payment shall be made on the Option Effective Date. The amount of each monthly payment is shown in the table. The monthly payments are based on an interest rate of 3 1/2% per year. We may pay more interest in any year. OPTION 2 TABLE MONTHLY PAYMENTS FOR EACH $1,000 OF PROCEEDS Stated Number of Years Monthly Payments 1 $84.65 2 43.05 3 29.19 4 22.27 5 18.12 National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 19 20 6 15.35 7 13.38 8 11.90 9 10.75 10 9.83 11 9.09 12 8.46 13 7.94 14 7.49 15 7.10 16 6.76 17 6.47 18 6.20 19 5.97 20 5.75 21 5.56 22 5.39 23 5.24 24 5.09 25 4.96 26 4.84 27 4.73 28 4.63 29 4.53 30 4.45 OPTION 3 - PAYMENTS FOR LIFE Equal monthly payments shall be made for any guaranteed period chosen and thereafter during the life of a chosen human being. The first payment shall be made on the Option Effective Date. The amount of each monthly payment depends on the age and sex of the chosen human being on the Option Effective Date and on any guaranteed period chosen. We may require proof to our satisfaction of such age. We may require like proof that such human being is alive on the date any payment is due. The guaranteed period may be five or ten years or a Refund period. A Refund period extends until the sum of the payments is equal to the proceeds placed under the option. The monthly payments are based on an interest rate of 3 1/2% per year. We may pay more interest in any year during the guaranteed period. We will quote the amount of monthly payments for lower ages and guaranteed periods not shown in the Option 3 Table on request. OPTION 3 TABLE MONTHLY PAYMENTS FOR EACH $1,000 OF PROCEEDS (Amounts shown are for the age nearest birthday on the Option Effective Date) Guaranteed Period Male Female Age None 10 Years Refund None 10 Years Refund 50 $4.44 $4.40 $4.29 $4.10 $4.09 $4.03 51 4.52 4.47 4.35 4.16 4.14 4.08 National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 20 21 52 4.59 4.54 4.42 4.22 4.20 4.13 53 4.67 4.62 4.48 4.29 4.26 4.19 54 4.76 4.70 4.55 4.35 4.33 4.24 55 4.85 4.78 4.62 4.42 4.39 4.30 56 4.94 4.86 4.70 4.50 4.47 4.37 57 5.04 4.96 4.78 4.58 4.54 4.44 58 5.15 5.05 4.86 4.66 4.62 4.51 59 5.26 5.15 4.95 4.75 4.70 4.58 60 5.38 5.26 5.04 4.85 4.79 4.66 61 5.51 5.37 5.14 4.95 4.89 4.74 62 5.65 5.49 5.24 5.06 4.99 4.83 63 5.80 5.62 5.35 5.17 5.09 4.92 64 5.96 5.75 5.47 5.30 5.20 5.02 65 6.13 5.88 5.59 5.43 5.32 5.12 66 6.31 6.03 5.71 5.57 5.44 5.23 67 6.51 6.17 5.84 5.72 5.57 5.34 68 6.72 6.33 5.98 5.88 5.71 5.47 69 6.94 6.48 6.13 6.05 5.85 5.60 70 7.18 6.65 6.28 6.24 6.01 5.73 71 7.43 6.81 6.45 6.44 6.17 5.87 72 7.70 6.98 6.61 6.66 6.34 6.03 73 7.99 7.15 6.79 6.90 6.51 6.19 74 8.29 7.33 6.99 7.16 6.69 6.37 75 8.62 7.50 7.17 7.44 6.88 6.55 76 8.98 7.67 7.38 7.74 7.07 6.74 77 9.35 7.85 7.61 8.06 7.27 6.95 78 9.76 8.02 7.84 8.41 7.46 7.16 79 10.19 8.18 8.08 8.79 7.66 7.39 80 10.66 8.34 8.35 9.20 7.86 7.65 81 11.15 8.50 8.59 9.65 8.05 7.90 82 11.68 8.65 8.88 10.13 8.24 8.16 83 12.24 8.79 9.19 10.65 8.42 8.45 84 12.83 8.91 9.47 11.21 8.59 8.74 85+ 13.46 9.04 9.81 11.82 8.74 9.09 + Higher ages the same OPTION 4 - PAYMENTS OF A STATED AMOUNT Equal monthly payments of a stated amount shall be made until the proceeds, with interest at 3 1/2% per year on the unpaid balance, are used up. The first payment shall be made on the Option Effective Date. The amount chosen must be at least $10 per month for each $1,000 of proceeds placed under this option. We may add more interest to the unpaid balance in any year, which will extend the number of payments. The last payment will be for the balance only. OPTION 5 - LIFE ANNUITY Equal monthly payments shall be made in the same manner as Option 3 except: National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 21 22 1. the amount of each payment shall be based on our current settlement rates on the Option Effective Date; and 2. no additional interest shall be paid. OPTION 6 - JOINT AND TWO-THIRDS ANNUITY Equal monthly payments shall be made while two chosen human beings are both living. Upon the death of either, two-thirds of the amount of such payments shall continue during the life of the survivor. The first payment shall be made on the Option Effective Date. The amount of each monthly payment depends on the ages and sexes of the chosen human beings on the Option Effective Date. We may require proof to our satisfaction of their ages. We may require like proof that any chosen human being is alive on the date any payment conditioned on the life of such human being is due. The initial amount of each monthly payment is shown in the table. We will quote the amount of monthly payments for any other age combination on request. The monthly payments are based on an interest rate of 3 1/2% per year. No additional interest shall be paid. OPTION 6 TABLE MONTHLY PAYMENTS FOR EACH $1,000 OF PROCEEDS (Amounts shown are for the age nearest birthday on the Option Effective Date) Ages of Both One Male Ages of Both One Male and and One Female One Female 50 $4.11 68 $5.86 51 4.17 69 6.03 52 4.23 70 6.21 53 4.29 71 6.41 54 4.35 72 6.62 55 4.42 73 6.84 56 4.50 74 7.08 57 4.58 75 7.35 58 4.66 76 7.63 59 4.75 77 7.93 60 4.84 78 8.25 61 4.94 79 8.60 62 5.05 80 8.97 63 5.16 81 9.38 64 5.29 82 9.81 65 5.42 83 10.27 66 5.55 84 10.77 67 5.70 85+ 11.31 +Higher ages the same OPTION 7 - 50% SURVIVOR ANNUITY Equal monthly payments shall be made during the life of the chosen primary human being. Upon the death of the chosen primary human being, 50% of the amount of such National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 22 23 payments shall continue during the life of the chosen secondary human being. The first payment shall be made on the Option Effective Date. The amount of each monthly payment depends on the ages and sexes of the chosen human beings on the Option Effective Date. We may require proof to our satisfaction of their ages. We may require like proof that any chosen human being is alive on the date any payment conditioned on the life of such human being is due. The initial amount of each monthly payment is shown in the table. We will quote the amount of monthly payments for any other age combination on request. The monthly payments are based on an interest rate of 3 1/2% per year. No additional interest shall be paid. OPTION 7 TABLE MONTHLY PAYMENTS FOR EACH $1,000 OF PROCEEDS (Amounts shown are for the age nearest birthday on the Option Effective Date) Male Female Male Female Ages Primary Primary Ages Primary Primary of Female Male of Female Male Both Secondary Secondary Both Secondary Secondary 50 $4.11 $3.96 68 $5.85 $5.51 51 4.17 4.01 69 6.02 5.66 52 4.23 4.06 70 6.20 5.82 53 4.29 4.12 71 6.39 6.00 54 4.35 4.18 72 6.59 6.18 55 4.42 4.24 73 6.81 6.39 56 4.50 4.31 74 7.05 6.60 57 4.58 4.38 75 7.30 6.84 58 4.66 4.45 76 7.57 7.09 59 4.75 4.53 77 7.86 7.36 60 4.84 4.61 78 8.17 7.66 61 4.94 4.70 79 8.51 7.97 62 5.05 4.79 80 8.86 8.32 63 5.16 4.89 81 9.25 8.68 64 5.28 5.00 82 9.66 9.08 65 5.41 5.12 83 10.10 9.51 66 5.55 5.24 84 10.56 9.97 67 5.69 5.37 85+ 11.06 10.47 +Higher ages the same GENERAL TERMS OF THIS POLICY --------------------------------------------------------------------- CONSIDERATION This policy is issued in consideration of the application and payment of at least the Minimum Initial Premium shown in the Data Section. We will incur no liability if no premium is paid. ENTIRE CONTRACT On the Date of Issue the entire contract between the parties is this policy and a copy of the application and any riders and endorsements which are attached at issue. Any changes of this contract must be written and may be made only by one of our authorized National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 23 24 officers or registrars. We will send the Owner a copy of any application for a change which we approve. It and any additional Data Section shall become part of this contract on the effective date of such change. REPRESENTATIONS Any statement made by or for either or both of the Insureds shall be deemed a representation and not a warranty. Unless such statement is in the attached application or in any subsequent application, it shall not be used to: 1. make this policy void; or 2. make any increase in Face Amount void; or 3. make any Reinstatement void; or 4. defend any claim. INCONTESTABILITY After this policy has been in force during the life of each Insured for two years from the policy Date of Issue, we will not contest it with respect to representations made by that Insured; however: 1. we may contest any increase in Face Amount for which an application is required until such increase has been in force during the life of both Insureds for two years from its Effective Date; and 2. we may contest any Reinstatement until such Reinstatement has been in force during the life of both Insureds for two years from its Effective Date. POLICY MONTHS, YEARS AND ANNIVERSARIES Policy Months, Years and Anniversaries shall be measured from the Date of Issue. The Date of Issue is the first Monthly Policy Date. The Monthly Policy Date shown in the Data Section occurs on the same day each month or on the last day of any month having no such date. A Contract Anniversary falls on each successive anniversary of the Date of Issue. The first Contract Year begins on the Date of Issue and ends on the day before the first Contract Anniversary. Each subsequent Contract Year begins on a Contract Anniversary and ends on the day before the next Contract Anniversary. POLICY EFFECTIVE DATES The Face Amount on the Date of Issue shall become effective on the Date of Issue shown in the Data Section. Any increase in Face Amount for which an application is required shall become effective on the Monthly Policy Date on or next following the date we approve the application for such increase in Face Amount. Any increase in Face Amount for which an application is not required shall become effective on the Monthly Policy Date on or next following the date we receive the request for such increase unless otherwise provided by the policy. Any decrease in Face Amount requested shall become effective on the Monthly Policy Date on or next following the date we receive the request for such decrease. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 24 25 Any reinstatement of this policy shall become effective on the Monthly Policy Date on or next following the date we approve the application for Reinstatement. Any change of Death Benefit Option shall become effective on the Monthly Policy Date on or next following the date we receive the request for such change. ATTAINED AGE The Attained Age of each Insured on any date is that Insured's Issue Age shown in the Data Section plus the number of full Policy Years which have passed since the Date of Issue. MISSTATEMENT OF AGE OR SEX The Issue Ages shown in the Data Section are the ages of the Insureds on their birthdays nearest to the Date of Issue. These are based on the dates of birth shown in the application. If the age or sex of either Insured has been misstated, we will adjust the Accumulated Value to be the Accumulated Value that would have resulted had the Cost of Insurance Charges been based on the correct ages and sexes of the Insureds. The adjustment shall take effect on the Monthly Policy Date on or next following the date we have proof to our satisfaction of such misstatement. If both Insureds have died, we will similarly adjust the Accumulated Value as of the last Monthly Policy Date prior to the death of the second of the Insureds to die. To the extent that the recomputed, adjusted Accumulated Value is negative, we will deduct such negative amount from the Death Benefit otherwise payable. VALUATION DATE AND VALUATION PERIOD A Valuation Date is each day that the New York Stock Exchange is customarily open for trading, except for: 1. the day following Thanksgiving in each year; and 2. any day on which trading is restricted by directive of the Securities and Exchange Commission. A Valuation Period is the period between two successive Valuation Dates. INTEREST RATES All interest rates stated in this policy are effective annual rates. BASIS OF VALUES Any guaranteed values for this policy are equal to or greater than those required by the law of the state where this policy is delivered. Any guaranteed values are based on interest at the Minimum Fixed Account Interest Rate and the Mortality Table shown in the Data Section. A detailed statement of the method of computing values has been filed in the state in which this policy is delivered. PAYMENT OF BENEFITS National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 25 26 We will pay all benefits under this policy at our Home Office. Before payment of any Death Benefit we may investigate the death. POSTPONEMENT OF BENEFITS We will pay any amounts which are payable as a result of Cash Surrender, Withdrawals, or Policy Loans and which are allocated to the VARIABLE ACCOUNT within seven days after we receive written request in a form satisfactory to us. However, determination and payment of any amount payable from the Variable Account may be postponed whenever: 1. the New York Stock Exchange is closed, or trading on the New York Stock Exchange is restricted by directive of the Securities and Exchange Commission; or 2. the Securities and Exchange Commission by order permits postponement for the protection of policyowners; or 3. an emergency exists, as determined by the Securities and Exchange Commission, as a result of which it is not reasonably practicable to dispose of securities or to determine the value of the net assets of the Variable Account. Transfers to or from the Sub-Accounts of the Variable Account, though normally occurring on the same day we receive the request for transfer, may also be postponed upon any of the above events. We may delay payment of any amounts which are payable as a result of Cash Surrender, Withdrawals, or Policy Loans and which are allocated to the FIXED ACCOUNT for up to six months after we receive written request in a form satisfactory to us. We will pay the Death Benefit within seven days after we receive due proof satisfactory to us of the death of the second of the Insureds to die while this policy is in force. We may postpone determination and payment of any Death Benefit in excess of the Face Amount, net of any debt to us on this policy, upon any of the events enumerated above. We have the right to postpone payment which is derived from any amount recently paid to us by check or draft, until we are satisfied the check or draft has been paid by the bank or other financial institution on which it is drawn. NOTICES Unless this policy provides otherwise, any requests, changes, or notices: 1. from us to the Owner shall be sent to the last address known to us of the Owner; and 2. from us to an assignee shall be sent to the last address known to us of such assignee; and 3. from the Owner or an assignee to us must be in writing and received by us at our Home Office in Montpelier, Vermont. ANNUAL REPORT At least once each Policy Year we will send a report to the Owner. The report will show, as of its date: 1. the Accumulated Value of the policy, detailing the Accumulated Value in the Fixed Account and the Accumulated Value in each Sub-Account of the Variable Account; and 2. the Face Amount; and 3. the Cash Surrender Value; and National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 26 27 4. any debt to us on this policy; and 5. the Death Benefit. The report will also show a summary of transactions of the previous year and any information required by law or by the supervisory insurance official of the Insurance Department of the state in which this policy was delivered. PROJECTION REPORT The Owner may request in writing a report which projects future values and future Death Benefits for this policy. The report will also show any information required by law. The Projection Report will be based on: 1. data the Owner gives us as to Face Amount and premiums; and 2. such assumptions as either we or the Owner specifies. We may charge the Owner for each Projection Report. National Life Insurance Company One National Life * Montpelier, Vermont 05604 * (802) 229-3333 * www.nlv.com - -------------------------------------------------------------------------------- 2349(1197) Page 27