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Exhibit (b)(8)(a)
Amendment No. 3, dated _______, 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)
and
by this Amendment No. 3, LIFE INSURANCE COMPANY OF THE SOUTHWEST
This Amendment No. 3, dated as of ___________, 1998, to the
Participation Agreement dated January 30, 1996 as previously amended by
Amendment No. 1 dated as of June 30, 1997, and Amendment No. 2 dated as of
April ___, 1998 (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"), 1717 CAPITAL MANAGEMENT COMPANY
(formerly PML SECURITIES COMPANY), a Delaware corporation (the "Underwriter"),
and LIFE INSURANCE COMPANY OF THE SOUTHWEST, a Texas insurance company ("LSW")
is made and entered into as of _____ ___, 1998.
WHEREAS, LSW has formed a new separate which is to offer variable
annuity contracts, such separate account being known as "LSW Variable Annuity
Account I" (the "New Separate Account"); and
WHEREAS, LSW desires to purchase shares of the Portfolios on behalf of
the New Separate Account to fund variable annuity contracts, and the Fund and
the Underwriter are willing to sell such shares to LSW for such purpose;
NOW, THEREFORE, in consideration of their mutual promises, LSW, 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 "the Company" will include LSW. The definition of the
term "Policy" is hereby broadened to include the variable annuity contracts to
be offered by the New Separate Account, as well as the second-to-die variable
life insurance contracts, 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 LSW on
behalf of the New Separate Account, on the same terms and conditions as the
Underwriter currently sells shares of the Fund,
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and the Fund currently makes its shares available for such sale to the Company
on behalf of the existing subaccounts of the National Variable Life Insurance
Account, and the LSW Variable Annuity Account I.
3. By executing this Amendment No. 3, LSW hereby
a. becomes a party to this Participation Agreement
b. is included in the definition of "the Company" along with
National Life Insurance Company; and
c. is bound by all of the terms and conditions as set forth in
the above referenced Participation Agreement
referenced
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 3 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
---------------------------
by:
MARKET STREET FUND, INC.
---------------------------
by:
1717 CAPITAL MANAGEMENT COMPANY
---------------------------
by:
LIFE INSURANCE COMPANY OF THE
SOUTHWEST
by: NATIONAL LIFE INSURANCE COMPANY
---------------------------
by:
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