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                                                              EXHIBIT 1.A.(5)(b)

                         GUARANTEED DEATH BENEFIT RIDER


We, National Life Insurance Company, guarantee that the policy will not lapse if
and as long as the Conditions of this Rider are met. This no-lapse guarantee
ensures that a Death Benefit will be payable under this policy for as long as
this rider remains in force.

The date of issue of this rider is the policy Date of Issue.

MONTHLY GUARANTEE PREMIUM. The Monthly Guarantee Premium specific to this rider
is stated in the Data Section. It is subject to change upon increases or
decreases in Face Amount, changes in the Death Benefit Option of this policy,
and additions or deletions of rider coverages.
             
CONDITIONS OF THIS RIDER. To keep this rider in force, cumulative premiums paid
in excess of withdrawals and debt must, on each Monthly Policy Date during the
No Lapse Period, equal at least the sum of all unique Monthly Guarantee 
Premiums in effect since the Date of Issue of the policy times the number of
Monthly Policy Dates that elapsed while each Monthly Guarantee Premium was in
effect. Compliance with this condition will be determined on every Monthly
Policy Date.

IMPACT OF WITHDRAWALS AND POLICY LOANS. Withdrawals and Policy Loans taken
against this policy will impact the calculation described in Conditions of this
Rider. If a Withdrawal made or Policy Loan taken against this policy leaves the
policy out of compliance with the Conditions of this Rider, a Notice of Pending
Termination of this Rider will be sent to the Owner.

COST OF THIS RIDER. The monthly cost of this rider is shown in the Data Section.
It shall be based on the Face Amount of the policy. If, while this rider is in
force, any increase or decrease in the Face Amount of the policy is made, the
monthly cost of this rider will similarly increase or decrease. The monthly cost
of this rider shall be deducted from the Accumulated Value of the policy in the
same manner as is the Monthly Deduction.

SUSPENSION OF MONTHLY DEDUCTIONS. If, while this rider is in force, the
Accumulated Value of the Policy is not sufficient to cover the Monthly
Deductions, Monthly Deductions will be deducted from the Accumulated Value
until the Accumulated Value is exhausted, and will thereafter be deferred until
such time as the policy has positive Accumulated Value. Upon the death of the
second of the Insureds to die, we will waive that portion of any Monthly
Deductions then in arrears.

SUICIDE LIMITATION  If either of the Insureds dies within two years of the date
of issue of this rider as the result of suicide, while sane or insane, we will
pay only the sum set forth in the Suicide Limitation provision of the policy.
Payment will be made to the Beneficiary.
                
INCONTESTABILITY. After this rider has been in force during the life of each
Insured for two years from its date of issue, we will not contest it.

CONSIDERATION. This rider is issued in consideration of the application for the
rider and the monthly cost of the rider. The rider and a copy of the application
for the rider shall become part of the policy on the date of issue of the rider.

NOTICE OF PENDING TERMINATION OF THIS RIDER. If on any Monthly Policy Date the
Conditions of this Rider are not met, the Owner will be sent notice that unless
the premium described below is paid during the first 61 days measured from the
date we mail such notice, this rider will terminate. The required premium will 
be:

1.      the sum of all unique Minimum Guarantee Premiums in effect since the
        Date of Issue of this policy times the number of Monthly Policy Dates
        that elapsed while each Monthly Guarantee Premium was in effect; plus

2.      two times the Monthly Guarantee Premium then in effect; plus

3.      all withdrawals made from this policy; plus

4.      all debt to us on the policy; minus

5.      all premiums paid on the policy since its Date of Issue.


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TERMINATION OF THIS RIDER. This rider shall terminate on the earliest of:

1.   the end of the No-Lapse Period specified in the Data Section; or

2.   the end of the 61st day following our sending a notice of pending
     termination of this rider, if prior to that time the premium described in
     Notice of Pending Termination of this Rider is not paid; or

3.   the date the policy terminates. If the policy is reinstated, this rider
     will not be reinstated; or

4.   any Monthly Policy Date requested, if before that date we receive at our
     Home Office written request for termination of this rider.

When this rider terminates:

1.   all rights under this rider will cease; and

2.   there will be no further monthly costs for this rider; and

3.   the policy will be considered separate and complete without this rider.

If this rider terminates while the Cash Surrender Value of the policy is zero,
the policy will immediately enter a Grace Period.


Signed for NATIONAL LIFE INSURANCE COMPANY at Montpelier, Vermont, as of the
date of issue of this rider, by

                                           Chairman of the Board
                                                   and
                                           Chief Executive Officer



7464(0398)