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Exhibit (8)(a)(4)
Amendment No. 4, dated _______, 1999,
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 LSW
This Amendment No. 4, dated as of ___________, 1999, to the Participation
Agreement dated January 30, 1996 as previously amended by Amendment No. 1 dated
as of June 30, 1997, Amendment No. 2 dated as of April ___, 1998, and Amendment
No. 3 dated as of __________, 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 _____ ___, 1999.
WHEREAS, the Company has formed a new set of subaccounts of National
Variable Life Insurance Account, which will fund a flexible premium variable
universal life insurance policy intended primarily for the corporate market
("COLI"), 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 COLI contracts, and the Fund and the
Underwriter are willing 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 COLI contracts to be
offered by the New Subaccounts, as well as the single life flexible premium
adjustable benefit variable life insurance policies (VariTrak) and the
second-to-die variable life insurance policies offered by National Variable Life
Insurance Account (Sentinel Estate Provider), as well as the variable annuity
contracts being offered by National Variable Annuity Account II (Sentinel
Advantage) and LSW/RetireMax.
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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 Company on behalf of the existing
subaccounts of the National Variable Life Insurance Account, the National
Variable Annuity Account II and LSW.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 4 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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