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EXHIBIT 9(e)(iv)
Amendment No. 1, dated June 30, 1997,
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. 1, dated as of June 30, 1997, 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 June 30, 1997.
WHEREAS, the Company has formed a new separate account which is to
offer variable annuity contracts, such separate account being known as
"National Variable Annuity Account II" (the "New Separate Account"); and
WHEREAS, the Company desires to purchase shares of the Portfolios on
behalf of the New Separate Account to fund variable annuity contracts, an 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 variable
annuity contracts to be offered by the New Separate Account, as well as the
flexible premium adjustable benefit variable life insurance policies offered by
National Variable Life Insurance Account, and the definition of the term
"Account" shall mean, collectively, National Variable Life Insurance Account
and the New Separate Account.
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 Separate Account, 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 National Variable Life Insurance Account.
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3. Section 2.2 is hereby amended to add the words "or annuity
contracts" after the word "policies" in the first sentence thereof.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment No. 1 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
/s/ XXXXXXXX X. XXXXXX
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by: Xxxxxxxx X. Xxxxxx, Senior Vice President
MARKET STREET FUND, INC.
[sig]
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by:
1717 CAPITAL MANAGEMENT COMPANY
[sig]
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by:
