1
                                                                 EXHIBIT (A)(11)

                            DESCRIPTION OF ISSUANCE,
                 TRANSFER AND REDEMPTION PROCEDURES FOR POLICIES
                      PURSUANT TO RULE 6E-3(T)(b)(12)(III)
    FOR SENTINEL BENEFIT PROVIDER VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
                  INTENDED PRIMARILY FOR THE CORPORATE MARKET
                                    ISSUED BY
                         NATIONAL LIFE INSURANCE COMPANY

This document sets forth the administrative procedures that will be followed by
National Life Insurance Company ("National Life") in connection with the
issuance of its Sentinel Benefit Provider variable universal life insurance
policy intended primarily for the corporate market ("Policy" or "Policies"), the
transfer of assets held thereunder, and the redemption by Policy owners
("Owners") of their interests in those Policies. Capitalized terms used herein
have the same meaning as in the prospectus for the Policy that is included in
the current registration statement on Form S-6 for the Policy as filed with the
Securities and Exchange Commission ("Commission" or "SEC").

I.     PROCEDURES RELATING TO PURCHASE AND ISSUANCE OF THE POLICIES AND
       ACCEPTANCE OF PREMIUMS

       A.     OFFER OF THE POLICIES, APPLICATIONS, INITIAL NET PREMIUMS, AND
              ISSUANCE

              1. Offer of the Policies. The Policies will be offered and sold
              subject to established cost of insurance schedules and
              underwriting standards in accordance with state insurance laws.
              Owners may choose full medical underwriting, simplified issue (in
              which three medical questions are asked about the Insured on the
              application), and guaranteed issue. Insurance charges will not be
              the same for all Owners selecting the same Face Amount. Insurance
              is based on the principle of pooling and distribution of mortality
              risks, which assumes that each Owner pays insurance charges
              commensurate with the Insured's mortality risk as actuarially
              determined utilizing factors such as age, sex and health and
              occupation. A uniform insurance charge for all Insureds would
              discriminate unfairly in favor of those Insureds representing
              greater risk. Although there will be no uniform insurance charges
              for all Insureds, there will be a uniform insurance rate for all
              Insureds of the same Rate Class, age, sex and Policy duration, and
              utilizing the same method of underwriting. A description of the
              Monthly Deduction under the Policy, which includes charges for
              cost of insurance, for the Policy Administration Charge, for the
              Underwriting Charge, if applicable, and for the cost of the Term
              Rider, is at Appendix A to this memorandum.

              2. Application. Persons wishing to purchase a Policy must complete
              an application and submit it to National Life through a National
              Life authorized agent. This agent will also be a registered
              representative of a securities broker-dealer registered with the
              U.S. Securities and Exchange Commission, which broker-dealer will
              be Equity Services, Inc., an indirect wholly-owned subsidiary of
              National Life ("ESI"), or a broker-dealer which has entered into a
              selling agreement with ESI. The applicant must specify the
              Insured, and provide certain required information about the
              Insured. An application will not be deemed to be complete unless
              all required information, including without limitation age, sex,
              and medical and other background information, has been provided in
              the application.

              3. Minimum Initial Premium. An applicant for a new Policy must pay
              at least a Minimum Initial Premium, which if not submitted with
              the application or during the underwriting period, must be
              submitted when the Policy is delivered. (Generally, policy
              coverage does not become 



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              effective until the application has been accepted and the Minimum
              Initial Premium is received in good order at National Life's home
              office ("Home Office"). National Life may specify the form in
              which a premium payment must be made in order for the premium to
              be in "good order." Ordinarily, a check will be deemed to be in
              good order upon receipt, although National Life may require that
              the check first be converted into federal funds. In addition, for
              a premium to be received in "good order," it must be accompanied
              by all required supporting documentation, in whatever form
              required.

                     The Minimum Initial Premium per set of Policies purchased
              at the same time and associated with a corporation or its
              affiliates, a trust or a partnership, or for a Policy issued to an
              individual, is $50,000. During the first five Policy Years, the
              Policy will not lapse regardless of investment performance, if the
              Cumulative Minimum Monthly Premium, which is the sum of the
              Minimum Monthly Premiums in effect on each Monthly Policy Date
              since the Date of Issue, have been paid. The Minimum Monthly
              Premium for each Policy is stated in the Policy. The Minimum
              Monthly Premium may change if, for example, a Face Amount Change
              or Death Benefit Option Change is elected by the Owner.

              4. Minimum Face Amount. The minimum Face Amount for which National
              Life will issue a Policy is $5000.

              5. Receipt of Application and Underwriting. Upon receipt of a
              completed application in good order from an applicant, National
              Life will, if the owner has elected full medical underwriting,
              follow certain insurance underwriting (risk evaluation) procedures
              designed to determine whether the proposed Insured is insurable.
              This process may involve such verification procedures as medical
              examinations and may require that further information be provided
              about the proposed Insured before a determination can be made. The
              Owner may also elect guaranteed issue, or simplified issue, in
              which three medical questions are asked about the Insured.

                     The underwriting process determines the Rate Class to which
              the Insured is assigned. This original Rate Class applies to the
              Initial Face Amount. The Rate Class may change upon an increase in
              Face Amount, as to the increase (see Death Benefits below).

                     A Policy cannot be issued until the initial underwriting
              procedure has been completed, and any supplemental beneficiary
              forms and forms required in accordance with state insurance laws
              have been received. The Date of Issue occurs when the above steps
              have been completed, the application has been accepted, the
              Minimum Initial Premium has been received, and the computerized
              issue system has generated a printed Policy.

                     National Life reserves the right to reject an application
              for any reason permitted by law. If an application is rejected,
              any premium received will be returned, without interest.

                     6. Acceptance of Application and Date of Issue. If an
              application is accepted, insurance coverage under the Policy is
              effective as of the Date of Issue. The Date of Issue is set forth
              in the Policy.

                     The Date of Issue is used to determine Policy Years and
              Monthly Policy Dates, as well as to measure suicide and
              contestability periods.



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              7. Premium Loads. A Premium Load will be deducted from each 
premium payment. The Premium Load consists of the Distribution Charge and the
Premium Tax Charge.

       The Distribution Charge is equal to, in Policy Year 1, 13% of premiums
paid during the Policy Year up to the Target Premium, and 0.5% of premiums paid
in excess of the Target Premium. In Policy Years 2 through 7, the Distribution
Charge is equal to 15% of premiums paid during a Policy Year up to the Target
Premium, and 2.5% of premiums paid in excess of the Target Premium in any such
Policy Year. In Policy Years 8 and thereafter, the Distribution Charge will be
5% of premiums paid during a Policy Year up to the Target Premium, and 2.5% of
premiums paid in excess of the Target Premium in any such Policy Year. For this
purpose, the Target Premium equals 1.25 times the annual whole life premium
which would be calculated for the Policy using the applicable 1980 Commissioners
Standard Ordinary Mortality Table and an interest rate of 3.5%.

   
The Premium Tax Charge will vary from state to state, and will be equal to the
actual amount of premium tax assessed in the jurisdiction in which the Policy is
sold. Currently all states impose a premium tax on life insurance policies sold
by Vermont-domiciled insurance companies. Premium taxes generally range from 2%
to 3.5%. Premium taxes may range up to 4% for certain cities in South Carolina
and 12% for certain jurisdictions in Kentucky.
    

       B.     ADDITIONAL PREMIUMS

              1. Additional Premiums Permitted. Additional premiums may be paid
              in any amount, frequency and time period, subject to the following
              limits:

              -      A premium must be at least $300 and must be sent to the
                     Home Office. National Life may require satisfactory
                     evidence of insurability before accepting any premium if it
                     increases the Death Benefit more than it increases the
                     Accumulated Value. For Policies issued on the basis of
                     guaranteed issue underwriting, increases in Face Amount are
                     limited to a maximum of 10% without medical underwriting.
                     Automated annual increases in Face Amount of specified
                     percentages may be elected.

              -      Owners may elect at the time of Policy issue either the
                     guideline premium test or the cash value accumulation test
                     for federal income tax law compliance. If the guideline
                     premium test has been elected, then total premiums paid on
                     a cumulative basis also may not exceed guideline premium
                     limitations for life insurance set forth in the Internal
                     Revenue Code. If the cash value accumulation test has been
                     elected, no such limits on premium payments apply.

              -      No premium will be accepted after the Insured reaches
                     Attained Age 99 (although loan payments will be permitted
                     after Attained Age 99).

              -      National Life will monitor Policies and will attempt to
                     notify an owner on a timely basis if the Owner's Policy is
                     in jeopardy of becoming a modified endowment contract under
                     the Internal Revenue Code.

              2. Refund of Excess Premium Amounts. If at any time a premium is
              paid that would result in total premiums exceeding limits
              established by law to qualify a Policy as a life insurance policy,
              National Life will only accept that portion of the premium that
              would make total premiums equal the maximum amount that may be
              paid under the Policy. The excess will be promptly refunded, and
              if paid by check, after such check has cleared. If there is an
              outstanding loan on the Policy, the excess may instead be applied
              as a loan repayment. Excess amounts under $10 will not be
              refunded.



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              3. Crediting Additional Premiums

                     Premiums will be credited to the Policy and the Net
              Premiums will be invested as requested on the Valuation Date that
              the premium is received in good order by the Home Office in
              accordance with the procedures described below in Section I.F.
              National Life may specify the form in which a premium payment must
              be made in order for the premium to be in "good order."
              Ordinarily, a check will be deemed to be in good order upon
              receipt, although National Life may require that the check first
              be converted into federal funds. In addition, for an additional
              premium to be received in "good order," it must be accompanied by
              all required supporting documentation in whatever form required.

       C.     OVERPAYMENTS AND UNDERPAYMENTS. In accordance with industry
              practice, National Life will establish procedures to handle errors
              in initial and additional premium payments to refund overpayments
              and collect underpayments, except for amounts under $10, or such
              other threshhold as may be established from time to time.

       D.     SPECIAL PREMIUMS -- PREMIUMS UPON INCREASE IN FACE AMOUNT, DURING
              A GRACE PERIOD, OR UPON REINSTATEMENT

              1. Upon Increase in Face Amount. Depending on the Accumulated
              Value at the time of an increase in the Face Amount and the amount
              of the increase requested, an additional premium may be advisable.
              National Life will notify the Owner if a premium is necessary or
              appropriate.

              2. During a Grace Period. If the Cash Surrender Value is
              insufficient to cover the Monthly Deductions and other charges
              under the Policy and the Grace Period (as described below) expires
              without a sufficient payment, the Policy will lapse. During the
              first five Policy Years, however, the Policy will not lapse if the
              Cumulative Minimum Monthly Premium has been paid

              -      The Policy provides for a 61-day Grace Period that is
                     measured from the date on which notice is sent by National
                     Life. Thus, the Policy does not lapse, and the insurance
                     coverage continues, until the expiration of this Grace
                     Period.

              -      In order to prevent lapse, the Owner must, during the Grace
                     Period, make a premium payment equal to the sum of any
                     amount by which the past Monthly Deductions have been in
                     excess of Cash Surrender Value, plus three times the
                     Monthly Deduction due the date the Grace Period began. This
                     amount will be identified in the notice sent out pursuant
                     to the immediately preceding paragraph.

              -      Failure to make a sufficient payment within the Grace
                     Period will result in lapse of the Policy without value.

              3. Upon Reinstatement. A Policy that lapses without value may be
              reinstated at any time within five years (or longer period if
              required in a particular state) after the beginning of the Grace
              Period by submitting evidence of the Insured's insurability
              satisfactory to National Life and payment of an amount sufficient
              to provide for two times the Monthly Deduction due on the date the
              Grace Period began plus three times the Monthly Deduction due on
              the effective date of reinstatement. The effective date of the
              reinstatement will be the Monthly Policy Date on or next following
              the date the reinstatement application is approved.



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              -      Upon reinstatement, the Accumulated Value will be based
                     upon the premium paid to reinstate the Policy and the
                     Policy will be reinstated with the same Date of Issue as it
                     had prior to the lapse.

              -      The five year no lapse guarantee may not be reinstated.

       E.     REPAYMENT OF A POLICY LOAN

              1. Loan Repayments Permitted. While the Insured is living, the
              Owner may repay all or a portion of a loan and accrued interest.

              2. Repayment Crediting and Allocation. National Life will assume
              that any payments made while there is an outstanding loan on the
              Policy are premium payments, rather than loan repayments, unless
              it receives written instructions that a payment is a loan
              repayment. In the event of a loan repayment, the amount held as
              collateral in the General Account will be reduced by an amount
              equal to the repayment, and such amount will be transferred to the
              Subaccounts of the Separate Account based on the net premium
              allocations in effect at the time of the repayment.

       F.     ALLOCATIONS OF PREMIUMS AMONG THE ACCOUNTS

              1.     The Separate Account, Subaccounts, and General Account. The
                     variable benefits under the Policies are supported by
                     National Variable Life Insurance Account (the "Separate
                     Account"). The Separate Account currently consists of
                     sixty-eight Subaccounts, of which twenty are available for
                     the Policies. The assets of these subaccounts are used to
                     purchase shares of a designated corresponding mutual fund
                     Portfolio that is part of one of the following Funds: the
                     Market Street Fund, JP Morgan Series Trust II, American
                     Century VP Series, Neuberger & Berman Advisers Managers
                     Trust, Goldman Sachs Variable Insurance Trust, Strong
                     Variable Insurance Funds II and Strong Opportunity Fund II.
                     Each Fund is registered under the Investment Company Act of
                     1940 as an open-end management investment company.
                     Additional Subaccounts may be added from time to time to
                     invest in other portfolios.

              2.     Allocations Among the Accounts. Net Premiums are allocated
                     to the Subaccounts in accordance with the following
                     procedures.

                     a. General. The Net Premium equals the premium paid less
                     the Premium Load. In the application for the Policy, the
                     Owner will indicate how Net Premiums should be allocated
                     among the Subaccounts of the Separate Account. Such
                     allocations may be changed at any time by the Owner by
                     written notice to National Life's Third Party
                     Administrator, or if the telephone transaction privilege
                     has been elected, by telephone instructions. The
                     percentages of each Net Premium that may be allocated to
                     any Subaccount must be a whole number not less than 5%, and
                     the sum of the allocation percentages must be 100%.

                     b. Initial Premiums. Any portion of the initial Net Premium
                     and any subsequent premiums received by National Life
                     before the end of the free look period will be allocated to
                     the Money Market Subaccount. For this purpose National Life
                     will assume that the free look period will end on the
                     earliest of (a) the end of the tenth day following receipt
                     of the Policy by the Owner, if National Life receives at
                     the Home Office a signed delivery receipt for the Policy on
                     or before that date; (b) the end of the day on which
                     National Life receives at the Home 



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                     Office a signed delivery receipt for the Policy, if on or
                     between the eleventh and nineteenth days after the date the
                     Policy is issued; or (c) 20 days after the date the Policy
                     is issued. On the first Valuation Date on or after the
                     earliest of the dates forth above, the amount in the Money
                     Market Subaccount (including investment experience) will go
                     to each of the chosen subaccounts based on your chosen
                     percentages.

                     c. Additional Premiums. Additional Net Premiums will be
                     allocated to the Accounts in accordance with the allocation
                     percentages then in effect on the Valuation Date that the
                     premium is received in good order at the Home Office or the
                     office of the Third Party Administrator, unless other
                     instructions accompany the premium, in which case the Net
                     Premium will be allocated in accordance with those
                     instructions. If those instructions do not comply with
                     National Life's allocation rules, crediting and allocation
                     will not be implemented until further instructions are
                     received from Owners.

II.    TRANSFERS AMONG SUB-ACCOUNTS

       A.     TRANSFERS AMONG THE ACCOUNTS. The Owner may transfer the
              Accumulated Value among the Subaccounts of the Separate Account by
              making a written transfer request to the Third Party
              Administrator.

              Currently, an unlimited number of transfers are permitted without
              charge, and National Life has no current intent to impose a
              transfer charge in the foreseeable future. However, National Life
              reserves the right to change this policy so as to deduct a
              transfer charge of up to $25 from each transfer in excess of the
              twelfth transfer during any one Policy Year. If such a charge is
              adopted in the future, the following transfers will not be subject
              to a transfer charge and will not count against the twelve free
              transfers in any Policy Year: (1) transfers resulting from Policy
              loans, (2) the exercise of the transfer right for change of
              investment policy, and (3) the reallocation from the Money Market
              Subaccount following the free look period after the Date of Issue.
              All transfers requested during one Valuation Period are treated as
              one transfer transaction.

III.   "REDEMPTION" PROCEDURES: SURRENDERS, WITHDRAWALS, DEATH BENEFITS, AND
       LOANS

       A.     "FREE-LOOK" PERIOD

              The Policy provides for an initial "free-look" period. The Owner
              may cancel the Policy within 10 days after the Owner receives the
              Policy, or any longer period provided for by applicable state law.
              Upon returning the Policy to National Life or to an agent of
              National Life within such time with a written request for
              cancellation, the Owner will receive a refund equal to the gross
              premiums paid on the Policy.

       B.     REQUEST FOR CASH SURRENDER VALUE

              1. Requests for Cash Surrender Value Permitted. At any time before
              the death of the Insured, the Owner may surrender the Policy for
              its Net Cash Surrender Value. The Net Cash Surrender Value is the
              Account Value of the Policy (reflecting, in Policy Years 1 and 2,
              the Distribution Charge Refund) minus any Policy loan and accrued
              interest. The Net Cash Surrender Value will be determined by
              National Life on the date it receives, at the Home Office or at
              the office of the Third Party Administrator, a written surrender
              request signed by the Owner, and the Policy. Coverage under the
              Policy will end on the day the Owner mails or 



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              otherwise sends the written surrender request and the Policy to
              National Life. Surrender proceeds will ordinarily be mailed by
              National Life to the Owner within seven days of receipt of the
              request, unless a payment option was selected (see Section III.H.
              below).

              2. Surrender of Policy - Distribution Charge Refund. If the owner
              surrenders the Policy during Policy Years 1 or 2, an amount will
              be added to the Account Value to determine the Net Cash Surrender
              Value of the Policy. Such amount shall be equal to the lesser of
              (a) the Premium Loads on all premiums paid in the first Policy
              Year, less 2% of such premiums paid in the first Policy Year, or
              (b) one third of the Premium Loads paid on all premiums paid in
              the first Policy Year, plus 2% of such premiums, less the Premium
              Tax Charge. The Distribution Charge Refund is zero at all times
              after the first Policy Year.



              3. Maturity. Policies issued in Texas and Maryland will mature on
              the Policy Anniversary at which the Insured is Attained Age 99. At
              that time, National Life will pay the Cash Surrender Value to the
              Owner in one sum unless a Payment Option is chosen, and the Policy
              will terminate. In other states, the Policy can remain in force
              indefinitely. However, for a Policy to remain in force after the
              Insured reaches Attained Age 99, if the Face Amount is greater
              than the Account Value, the Face Amount will automatically be
              decreased to the current Account Value. At Attained Age 99, Option
              B automatically becomes Option A, and no premium payments are
              permitted, although loan repayments are permitted.

       C.     REQUEST FOR WITHDRAWALS

              1. When Withdrawals are Permitted. At any time before the death of
              the Insured and after the first Policy Anniversary, the Owner may
              withdraw a portion of the Policy's Net Account Value, subject to
              the following conditions:


              -      The maximum Withdrawal is the Net Account Value minus three
                     times the Monthly Deduction for the most recent Monthly
                     Policy Date.

              -      Withdrawals may be requested only by sending a written
                     request, signed by the Owner, to the Third Party
                     Administrator

              2. Allocation of Withdrawals. The Withdrawal will be taken from
              the Subaccounts of the Separate Account based on the proportion
              that each Subaccount's value bears to the total Account Value in
              the Separate Account.

              3. Effect of a Withdrawal on Face Amount. The effect of a
              Withdrawal on the Death Benefit and Face Amount will vary
              depending upon the Death Benefit Option and death benefit
              compliance test in effect and whether the Death Benefit is based
              on the applicable Death Benefit Factor times the cash Surrender
              Value.

                     a. Guideline Premium Test and Option A. If the Face Amount
                     divided by the Death Benefit Factor times the Cash
                     Surrender Value exceeds the Account Value just after the
                     Withdrawal, a Withdrawal will reduce the Face Amount and
                     the Death Benefit by the lesser of such excess and the
                     amount of the Withdrawal, effective on the date of the
                     Withdrawal. If the Face Amount plus the Term Insurance
                     Amount divided by the applicable Death Benefit Factor times
                     the Cash Surrender Value does not exceed the Account Value
                     just after the Withdrawal, then the Face Amount is not
                     reduced. The 



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                     Face Amount will be reduced by the lesser of such excess or
                     the amount of the Withdrawal.

                     b. Guideline Premium Test and Option B. The Face Amount
                     will never be decreased by a Withdrawal. A Withdrawal will,
                     however, always decrease the Death Benefit. If the Death
                     Benefit plus any outstanding loans and unpaid Monthly
                     Deductions equals the Face Amount plus the Account Value, a
                     Withdrawal will reduce the Account Value by the amount of
                     the Withdrawal, and thus the Death Benefit plus any
                     outstanding loans and unpaid Monthly Deductions will also
                     be reduced by the amount of the Withdrawal. If the Death
                     Benefit immediately prior to the Withdrawal is based on the
                     applicable Death Benefit Factor times the Cash Surrender
                     Value, the Death Benefit will be reduced to equal the
                     greater of (a) the Face Amount plus the Account Value after
                     deducting the amount of the Withdrawal and (b) the
                     applicable Death Benefit Factor times the Cash Surrender
                     Value after deducting the amount of the Withdrawal.

                     c. Cash Value Accumulation Test. If the Cash Value
                     Accumulation test for federal tax law compliance applies to
                     a Policy, a Withdrawal will decrease Face Amount by an
                     amount equal to the amount withdrawn times 1.00327374.


              4. Other Effects of Withdrawals. Any decrease in Face Amount due
              to a Withdrawal will first reduce any Term Insurance Amount, then
              to the most recent increase in Face Amount, then the most recent
              increases, successively, and lastly, the Face Amount on the Date
              of Issue. Because a Withdrawal can affect the Face Amount (or
              increase in Face Amount) and the Unadjusted Death Benefit as
              described above, a Withdrawal may also affect the Net Amount(s) at
              Risk that is used to calculate the Cost of Insurance Charge(s)
              under the Policy. Since a Withdrawal reduces the Account Value,
              the likelihood that the Policy will lapse is increased.

              5. When a Withdrawal Is Not Permitted. A request for Withdrawal
              may not be allowed if such Withdrawal would reduce the Face Amount
              below $5000. Also, if a Withdrawal would result in cumulative
              premiums exceeding the maximum premium limitations applicable
              under the Code for life insurance, if the guideline premium test
              applies to the Policy, National Life will not allow the
              Withdrawal.

       D.     MONTHLY DEDUCTIONS

              On the Date of Issue and on each Monthly Policy Date, a redemption
              will be made from Account Value for the Monthly Deduction. The
              Monthly Deduction consists of four components: (a) the Cost of
              Insurance Charge, (b) the Policy Administration Charge, (c) for
              Policies issued on the basis of full medical underwriting, the
              Underwriting Charge, and (d) for Policies containing a Term Rider,
              the charges associated with the Term Rider.. These charges are
              discussed in more detail in Appendix A hereto. Because portions of
              the Monthly Deduction, such as the Cost of Insurance Charge, can
              vary from month to month, the Monthly Deduction may vary in amount
              from month to month. The Monthly Deduction will be deducted on a
              pro rata basis from the Subaccounts of the Separate Account.

       E.     DEATH BENEFITS

              1. Payment of Death Benefit. As long as the Policy remains in
              force, the Death Benefit of the Policy will, upon the Company's
              receipt of due proof of the Insured's death (and fulfillment 



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              of certain other requirements), be paid to the named Beneficiary
              in accordance with the designated Death Benefit Option, unless the
              claim is contestable in accordance with the terms of the Policy.
              The proceeds may be paid in cash or under one of the Settlement
              Options set forth in the Policy. The Death Benefit payable under
              Option A will be the greater of the Face Amount or the Death
              Benefit Factor times the Cash Surrender Value on the date of
              death; under Option B, the Death Benefit will be the greater of
              the Face Amount plus the Account Value on the date of death, or
              the Death Benefit Factor times the Cash Surrender Value on the
              date of death, in each case plus any dividends payable, plus any
              Supplemental Term Insurance Amount, less any outstanding Policy
              loan and accrued interest, and less any unpaid Monthly Deductions.

              2. Federal Income Tax Law Compliance Test Options. The Policy must
              satisfy either of two death benefit compliance tests in order to
              qualify as life insurance under section 7702 of the Internal
              Revenue Code: the Cash Value Accumulation Test or the Guideline
              Premium Test. Each test effectively requires that the Policy's
              Death Benefit, plus any outstanding Policy loans and accrued
              interest, and any unpaid Monthly Deductions, must always be equal
              to or greater than the Cash Surrender Value multiplied by the
              Death Benefit Factor. Thus, the Policy has been structured so that
              the Death Benefit may increase above the Face Amount in order to
              comply with the applicable test. The Death Benefit Factor for the
              Guideline Premium Test varies only by age, as shown below:



                                 Death                               Death         
              Attained Age       Benefit Factor     Attained Age     Benefit Factor
              ------------       --------------     ------------     --------------
                                                                                   
                                                                       
                 40 and under    250%               70               115%          
                 45              215%               75-90            105%          
                 50              185%               91               104%          
                 55              150%               92               103%          
                 60              130%               93               102%          
                 65              120%               94               101%          
                                                    95+              100%          
                                                        

              For Attained Ages not shown, the percentages will decrease by a
              ratable portion of each full year.

              The Death Benefit Factor for the Cash Value Accumulation Test
              varies by age and sex, and generally such Death Benefit Factors
              are different from those for the Guideline Premium Test.

              The Owner must select and specify on the application which of the
              two federal tax death benefit compliance tests will apply. Once
              the Policy is issued, it may not be changed.

              3. Death Benefit Options. The Policy provides two Death Benefit
              Options: Option A and Option B. Policies which use the Guideline
              Premium Test as the federal tax death benefit compliance test may
              select either Death Benefit Option A or Option B. An Owner
              designates the Death Benefit Option in the application, and may
              change it, if the Guideline Premium Test has been elected. Only
              Option A is available for Policies which use the Cash Value
              Accumulation Test as the federal tax death benefit compliance
              test.

              Option A. The Death Benefit is equal to the greater of (a) the 
              Face Amount of the Policy and (b) the Cash Surrender Value on the 
              Valuation Date on or next following the 



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              Insured's date of death multiplied by the applicable Death Benefit
              Factor, in each case less any outstanding Policy loan and accrued
              interest thereon, and less any unpaid Monthly Deductions.

                 Option B. The Death Benefit is equal to the greater of (a)
              the Face Amount of the Policy plus the Account Value and (b) the
              Cash Surrender Value on the Valuation Date on or next following
              the Insured's date of death multiplied by the applicable Death
              Benefit Factor (shown in the table above), in each case less any
              outstanding Policy loan and accrued interest thereon, and less any
              unpaid Monthly Deductions.

              4. Change in Death Benefit Option. After the first Policy Year,
              the Death Benefit Option in effect may be changed by sending
              National Life a written request. No charges will be imposed to
              make a change in the Death Benefit Option. The effective date of
              any such change will be the Policy Anniversary on or next
              following the date National Life receives the written request.
              Only one change in Death Benefit Option is permitted in any one
              Policy Year.

                     -      If the Death Benefit Option is changed from Option A
                            to Option B, on the effective date of the change,
                            the Death Benefit will not change but the Face
                            Amount will be decreased by the Account Value on
                            that date. However, this change may not be made if
                            it would reduce the Face Amount to less than $5000.

                     -      If the Death Benefit Option is changed from Option B
                            to Option A, on the effective date of the change,
                            the Death Benefit will not change but the Face
                            Amount will be increased by the Account Value on
                            that date.

                     -      A change in the Death Benefit Option may affect the
                            Net Amount at Risk over time which, in turn, would
                            affect the monthly Cost of Insurance Charge.
                            Changing from Option A to Option B will generally
                            result in a Net Amount at Risk that remains level.
                            Such a change will result in a relative increase in
                            the Cost of Insurance Charges over time because the
                            Net Amount at Risk will, unless the Death Benefit is
                            based on the applicable Death benefit Factor times
                            the Cash Surrender Value, remain level as cost of
                            insurance rates increase over time, rather than the
                            Net Amount at Risk decreasing as the Account Value
                            increases. Changing from Option B to Option A will,
                            if the Account Value increases, decrease the Net
                            Amount at Risk over time, thereby partially
                            offsetting the effect of increases and over time in
                            the Cost of Insurance Charge.

                     -      If a change in the Death Benefit Option would result
                            in cumulative premiums exceeding the maximum premium
                            limitations under the Internal Revenue Code for life
                            insurance (for Guideline Premium Test Policies
                            only), National Life will not effect the change.

              5. How the Death Benefit May Vary. The amount of the Death Benefit
              may vary with the Account Value. The Death Benefit under Option A
              will vary with the Account Value whenever the Death Benefit Factor
              times the Cash Surrender Value exceeds the Face Amount of the
              Policy. The Death Benefit under Option B will always vary with the
              Account Value because the Death Benefit is based on the greater of
              (a) the Face Amount plus the Account Value and (b) the Cash
              Surrender Value multiplied by the Death Benefit Factor.

              6. Ability to Adjust Face Amount. Subject to certain limitations,
              an Owner may increase or decrease the Policy's Face Amount by
              submitting a written application to National Life. The effective
              date of an increase will be the Monthly Policy Date on or next
              following National 



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   11

              Life's approval of the request, and the effective date of a
              decrease is the Monthly Policy Date on or next following the date
              that National Life receives the written request. The effect of
              changes in Face Amount on Policy charges, as well as other
              considerations, are described below.

                     a. Increase. A request for an increase in Face Amount may
                     not be for less than $25,000, or such lesser amount
                     required in a particular state. The Owner may not increase
                     the Face Amount after the Insured's Attained Age 85
                     (Attained Age 65 in the case of guaranteed issue or
                     simplified issue underwriting). To obtain the increase, the
                     Owner must submit an application for the increase and
                     provide evidence satisfactory to National Life of the
                     Insured's insurability.

                        On the effective date of an increase, and taking the
                     increase into account, the Net Account Value must be
                     greater than the Monthly Deductions then due. If the Net
                     Account Value is not sufficient, the increase will not take
                     effect until the Owner makes a sufficient additional
                     premium payment to increase the Net Account Value to the
                     required level.

                        An increase in the Face Amount will generally have
                     the effect of increasing the total Net Amount at Risk,
                     which in turn will increase the monthly Cost of Insurance
                     Charges. In addition, the Insured may be in a different
                     Rate Class as to the increase in insurance coverage.

                     b. Decrease. The amount of the Face Amount after a decrease
                     may not be less than $5000. To the extent a decrease in the
                     Face Amount could result in cumulative premiums exceeding
                     the maximum premium limitations applicable for life
                     insurance under the Internal Revenue Code, National Life
                     will not effect the decrease.

                        A decrease in the Face Amount generally will decrease 
                     the total Net Amount at Risk, which generally will decrease
                     an Owner's monthly Cost of Insurance Charges.

                        For purposes of determining the Cost of Insurance
                     Charge, any decrease in the Face Amount will reduce the
                     Face Amount in the following order: (a) the Face Amount
                     provided by the most recent increase; (b) the next most
                     recent increases, successively; and (c) the Face Amount on
                     the Date of Issue.

       F.     LOANS

              1. When Loans are Permitted. An Owner may on any Valuation Date
              borrow money from National Life using the Policy as the only
              security for the loan. The Owner may obtain Policy loans in an
              amount not exceeding the Policy's Net Account Value on the date of
              the loan, minus three times the Monthly Deduction for the most
              recent Monthly Policy Date. While the Insured is living, the Owner
              may repay all or a portion of a loan and accrued interest. Loans
              may be taken by making a written request to the Third Party
              Administrator.

              2. Interest Rate Charged. The interest rate charged on Policy
              loans will be as follows:

                 Policy Years 1 - 7 :                4.60% per year
                 Policy Years 8 - 10 :               4.50% per year
                 Policy Years 11 - 20 :              4.40% per year
                 Policy Years 21 and thereafter:     4.35% per year



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              Interest is charged from the date of the loan and will be added to
              the loan balance at the end of the Policy Year and bear interest
              at the same rate.

              3. Allocation of Loans and Collateral. When a Policy loan is
              taken, Account Value is transferred to and held in the Loan
              Account as Collateral for the Policy loan. Account Value to be
              held as Collateral is taken from the Subaccounts of the Separate
              Account based on the proportion that each Subaccount's value bears
              to the total Accumulated Value in the Separate Account.

              The Collateral for a Policy loan will initially be equal to the
              loan amount. Any loan interest due and unpaid will be added to the
              Collateral for the Policy loan. National Life will take additional
              Collateral for the loan interest so added pro rata from the
              Subaccounts of the Separate Account, and hold the Collateral in
              the Loan Account. At any time, the amount of the outstanding loan
              under a Policy equals the sum of all loans (including due and
              unpaid interest added to the loan balance) minus any loan
              repayments.

              4. Interest Credited to Amounts Held as Collateral. As long as the
              Policy is in force, National Life will credit the amount in the
              Loan Account as Collateral with interest at an effective annual
              rate of 4%.


              5. Effect of Policy Loan. Policy loans, whether or not repaid,
              will have a permanent effect on the Account Value, and may
              permanently affect the Death Benefit under the Policy. The effect
              on the Account Value and Death Benefit could be favorable or
              unfavorable, depending on whether the investment performance of
              the Subaccounts is less than or greater than the interest being
              credited on the amounts held as Collateral in the Loan Account
              while the loan is outstanding. Compared to a Policy under which no
              loan is made, values under a Policy will be lower when the
              credited interest rate is less than the investment experience of
              assets held in the Separate Account. The longer a loan is
              outstanding, the greater the effect a Policy loan is likely to
              have. The Death Benefit will be reduced by the amount of any
              outstanding Policy loan.

       G.     SETTLEMENT OPTIONS

              In lieu of a single sum payment on death or surrender, an election
              may be made to apply the amount under any one of the fixed benefit
              Settlement Options provided in the Policy.

       H.     DELAY IN REDEMPTIONS OR TRANSFERS

              Any amounts payable as a result of surrender, Withdrawal, or
              Policy loan will ordinarily be paid within seven days of receipt
              of written request by the Third Party Administrator. Generally,
              the amount of a payment will be determined as of the date of
              receipt by National Life of all required documents. However,
              National Life may defer the determination or payment of such
              amounts if the date for determining such amounts falls within any
              period during which: (1) the disposal or valuation of a
              Subaccount's assets is not reasonably practicable because the New
              York Stock Exchange is closed or conditions are such that, under
              the SEC's rules and regulations, trading is restricted or an
              emergency is deemed to exist; or (2) the SEC by order permits
              postponement of such actions for the protection of National Life
              policyholders. National Life may postpone any payment under the
              Policy derived from an amount paid by check or draft until
              National Life is satisfied that the check or draft has been paid
              by the bank upon which it was drawn.




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                                   APPENDIX A


       Charges will be deducted from the Account Value on the Date of Issue and
on each Monthly Policy Date. The Monthly Deduction consists of four components:
(a) the Cost of Insurance Charge, (b) the Policy Administration Charge, (c) for
Policies issued on the basis of full medical underwriting, the Underwriting
Charge, and (d) for Policies containing a Term Rider, the charges associated
with the Term Rider. Because portions of the Monthly Deduction, such as the Cost
of Insurance Charge, can vary from month to month, the Monthly Deduction may
vary in amount from month to month. The Monthly Deduction will be deducted on a
pro rata basis from the Subaccounts of the Separate Account.

       Cost of Insurance Charge. The monthly Cost of Insurance Charge is
calculated by multiplying the cost of insurance rate or rates by the Net Amount
at Risk for each Policy Month. Because both the Net Amount at Risk and the
variables that determine the cost of insurance rate, such as the Insured's age
and the Duration of the Policy, may vary, the Cost of Insurance Charge will
likely be different from month to month.

          (1) Net Amount At Risk. The Net Amount at Risk on any Monthly Policy
Date is approximately the amount by which the Death Benefit exceeds the Account
Value. It measures the amount that National Life would have to pay in excess of
the Policy's Account Value if the Insured died. The actual calculation uses the
Death Benefit divided by 1.00327234 to take into account assumed monthly
earnings at an annual rate of 4%. The Net Amount at Risk is determined
separately for the Face Amount on the Date of Issue and any increases in Face
Amount. In determining the Net Amount at Risk for each increment of Face Amount,
the Account Value is first applied to the Face Amount on the Date of Issue. If
the Account Value exceeds the Face Amount on the Date of Issue, the excess is
then applied to any increases in Face Amount in the order such increases took
effect.

       If the Net Amount at Risk increases, your monthly Cost of Insurance
Charge will increase proportionately. The Net Amount at Risk may increase if,
for example, the Death Benefit is based on the Face Amount and the Account Value
decreases because of negative investment results. The Net Amount at Risk may
also increase if the Death Benefit is based on the Death Benefit Factor times
the Cash Surrender Value and the Account Value rises because of positive
investment results. The Net Amount at Risk may decrease in the opposite
situations, and if it does, your monthly Cost of Insurance Charge will decrease
proportionately.

          (2) Cost of Insurance Rate. Policies may be issued

                    (a) after full medical underwriting of the proposed Insured,

                    (b) on a guaranteed issue basis, where no medical
                    underwriting is required prior to issuance of a Policy, or

                    (c) on a simplified underwriting basis, under which medical
                    underwriting is limited to requiring the proposed Insured to
                    answer three medical questions on the application.

Current cost of insurance rates for Policies issued on a guaranteed issue basis
or a simplified underwriting basis are higher than current standard cost of
insurance rates for healthy Insureds who undergo medical underwriting.

          Guaranteed Rates. The guaranteed maximum cost of insurance rates are
set forth in the Policy, and will depend on the Insured's Attained Age, Rate
Class, and the applicable 1980 



                                      A-1
   14

Commissioners Standard Ordinary Smoker/Nonsmoker/Unismoker Mortality Table. If
you are based in Montana you must generally select a "unisex" Rate Class.

          Current Rates and How They are Determined. The actual cost of
insurance rates used ("current rates") will depend on the Insured's Attained
Age, Rate Class, underwriting method, and Duration. These current cost of
insurance rates are set based on National Life's anticipated mortality
experience. Generally rates are higher for an older insured, if the Insured is a
smoker, or if the Insured is in a substandard rate class (usually because of a
health issue). Rates may also be higher for a Policy that has a longer Duration,
compared to another Policy with identical characteristics and a shorter
Duration. As noted above, rates for Policies issued on the basis of guaranteed
issue or simplified issue will generally be higher. We periodically review the
adequacy of our current cost of insurance rates and may adjust their level if
our anticipated mortality experience changes. However, our cost of insurance
ratess will never exceed guaranteed maximum cost of insurance rates. Any change
in the current cost of insurance rates will apply to all persons of the same
Issue Age, Rate Class, underwriting method, and with Policies of the same
Duration.

       A cost of insurance rate is determined separately for the Face Amount on
the Date of Issue and any increases in Face Amount. In calculating the Cost of
Insurance Charge, the rate for the Rate Class on the Date of Issue is applied to
the Net Amount at Risk for the Face Amount on the Date of Issue (see "Rate
Class", below). For each increase in Face Amount, the rate for the Rate Class
applicable to the increase is used. If, however, the Death Benefit is based on
the Cash Surrender Value times the Death Benefit Factor, the rate for the Rate
Class for the Face Amount on the Date of Issue will be used for the amount of
the Death Benefit in excess of the total Face Amount.

          Rate Class. The Rate Class of the Insured will affect the guaranteed
and current cost of insurance rates. National Life currently places Insureds
into, for each of guaranteed issue, simplified issue, and full medical
underwriting, male non-smoker, female non-smoker, unisex non-smoker, male
smoker, female smoker, unisex nonsmoker, unisex unismoker, male unismoker, and
female unismoker Rate Classes. For full medical underwriting cases, substandard
rate classes may also apply. Substandard, Smoker, male, guaranteed issue and
simplified issue Rate Classes reflect higher mortality risks. None of the unisex
Rate Classes are available in the state of Florida.


       Term Rider Charge. For Policies which include the Term Rider, the charge 
for the Term Rider will be the Supplemental Term Insurance Amount, divided by
1.00327234, times the same cost of insurance rates that apply to the Net Amount
at Risk for the Face Amount.

       Policy Administration Charge. The Policy Administration Charge, which is 
currently $5.50 per month, will be deducted from the Account Value on the Date
of Issue and each Monthly Policy Date as part of the Monthly Deduction. The
Policy Administration Charge may be increased, but is guaranteed never to exceed
$8.00 per month.

        Underwriting Charge. Policies issued on the basis on full medical
underwriting will be assessed an Underwriting Charge, deducted monthly as part
of the Monthly Deduction. The Underwriting Charge totals $20 in Policy Year 1,
and $45 in each of the next four Policy Years. Policies issued on the basis of
guaranteed issue or simplified issue will not be assessed an Underwriting
Charge.





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