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EXHIBIT 8(a)(3)
Amendment No. 2, dated April ____, 1998,
to the
Participation Agreement
dated January 30, 1996
By and Among
MARKET STREET FUND, INC.
and
NATIONAL LIFE INSURANCE COMPANY
and
1717 CAPITAL MANAGEMENT COMPANY
(formerly PML SECURITIES COMPANY)
This Amendment No. 2, dated as of April ___, 1998, to the
Participation Agreement dated January 30, 1996 (the "Participation Agreement"),
by and among NATIONAL LIFE INSURANCE COMPANY, a Vermont insurance company (the
"Company"), the MARKET STREET FUND, INC., an open-end diversified investment
company organized under the laws of the State of Maryland (the "Fund") and 1717
CAPITAL MANAGEMENT COMPANY (formerly PML SECURITIES COMPANY), a Delaware
corporation (the "Underwriter"), is made and entered into as of April ___,
1998.
WHEREAS, the Company has formed a new set of subaccounts of National
Variable Life Insurance Account, which will fund second-to-die variable life
insurance contracts, such new set of subaccounts being known as the "New
Subacounts"; and
WHEREAS, the Company desires to purchase shares of the Portfolios on
behalf of the New Subaccounts to fund the second-to-die variable life insurance
contracts, and the Fund and the Underwriter are willing to to sell such shares
to the Company for such purpose;
NOW, THEREFORE, in consideration of their mutual promises, the
Company, the Fund and the Underwriter agree to amend the Participation
Agreement as follows:
1. Definitions. Unless otherwise specifically provided for herein,
all capitalized terms defined in the Participation Agreement shall have the
same meanings when used herein as in the Participation Agreement. The
definition of the term "Policy" is hereby broadened to include the
second-to-die variable life insurance contracts to be offered by the New
Subaccounts, as well as the single life flexible premium adjustable benefit
variable life insurance policies offered by National Variable Life Insurance
Account, and the variable annuity contracts being offered by National Variable
Annuity Account II.
2. Sale of Fund Shares. The Underwriter agrees to sell shares of the
Fund, and the Fund agrees to make available its shares for such sale, to the
Company on behalf of the New Subaccounts, on the same terms and conditions as
the Underwriter currently sells shares of the Fund, and the Fund currently
makes its shares available for such sale to the
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Company on behalf of the existing subaccounts of the National Variable Life
Insurance Account, and the National Variable Annuity Account II.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 2 to the Participation Agreement to be executed in its name and
behalf by its duly authorized representative as of the date set forth above.
NATIONAL LIFE INSURANCE COMPANY
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by:
MARKET STREET FUND, INC.
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by:
1717 CAPITAL MANAGEMENT COMPANY
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by: