PARTICIPATION AGREEMENT Among and NATIONAL LIFE INSURANCE COMPANY

Among

▇. ▇▇▇▇ PRICE EQUITY SERIES, INC.,

▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC.,

and

NATIONAL LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of this 1 ST day of May, 2004 by and among
National Life Insurance Company (hereinafter, the "Company"), a Vermont insurance company, on its
own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A
hereto as may be amended from time to time (each account hereinafter referred to as the "Account"), and
the undersigned funds, each, a corporation organized under the laws of Maryland (each hereinafter
referred to as the "Fund") and ▇. ▇▇▇▇ Price Investment Services, Inc. (hereinafter the "Underwriter"), a
Maryland corporation.

WHEREAS, the Fund engages in business as an open-end management investment company and
is or will be available to act as the investment vehicle for separate accounts established for variable life
insurance and variable annuity contracts (the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements with the Fund and Underwriter (hereinafter
"Participating Insurance Companies"); and

WHEREAS, the beneficial interest in the Fund is divided into several series of shares, each
designated a "Portfolio" and representing the interest in a particular managed portfolio of securities and
other assets; and

WHEREAS, the Fund has obtained an order from the Securities and Exchange Commission
("SEC") granting Participating Insurance Companies and variable annuity and variable life insurance
separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the
Investment Company Act o£1940, as amended, (hereinafter the" 1940 Act") and Rules 6e- 2(b )(15) and
6e-3(T) (b )(15) thereunder, to the extent necessary to permit shares of the Fund to be sold to and held by
variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life
insurance companies (hereinafter the "Shared Funding Exemptive Order"); and

WHEREAS, the Fund is registered as an open-end management investment company under the
1940 Act and shares of the Portfolios are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 Act"); and

WHEREAS, certain of such Funds have issued multiple classes of shares for the purpose of
paying the Company for its distribution expenses pursuant to the a plan under Rule 12b-1 under the 1940
Act; and

WHEREAS, ▇. ▇▇▇▇ Price Associates, Inc. and ▇. ▇▇▇▇ Price International, Inc. (each
hereinafter referred to as the "Adviser") are each duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities laws; and

WHEREAS, the Company has registered or will register certain variable life insurance or
variable annuity contracts supported wholly or partially by the Account (the "Contracts") under the 1933
Act, and said Contracts are listed in Schedule A hereto, as it may be amended from time to time by
mutual written agreement; and

WHEREAS, the Account is duly established and maintained as a segregated asset account,
established by resolution of the Board of Directors of the Company, on the date shown for such Account
on Schedule A hereto, to set aside and invest assets attributable to the aforesaid Contracts; and

WHEREAS, the Company has registered or will register the Account as a unit investment trust
under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker dealer with the SEC under the Securities
Exchange Act of 1934, as amended (hereinafter the" 1934 Act"), and is a member in good standing ofthe
National Association of Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company
intends to purchase shares in the Portfolios listed in Schedule A hereto, as it may be amended from time
to time by mutual written agreement (the "Designated Portfolios") on behalf of the Account to fund the
aforesaid Contracts, and the Underwriter is authorized to sell such shares to unit investment trusts such as
the Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Fund and the
Underwriter agree as follows:

ARTICLE I. Sale of Fund Shares

1.1 The Underwriter agrees to sell to the Company those shares of the Designated
Portfolios which the Account orders, executing such orders on a daily basis at the net asset value next
computed after receipt by the Fund or its designee ofthe order for the shares ofthe Designated Portfolios.

1.2 The Fund agrees to make shares of the Designated Portfolios available for purchase at
the applicable net asset value per share by the Company and the Account on those days on which the
Fund calculates its net asset value pursuant to rules ofthe SEC, and the Fund shall use its best efforts to
calculate such net asset value on each day which the New York Stock Exchange is open for

trading. Notwithstanding the foregoing, the Board of Directors of the Fund (hereinafter the "Board")
may refuse to sell shares of any Designated Portfolio to any person, or suspend or terminate the
offering of shares of any Designated Portfolio if such action is required by law or by regulatory
authorities having jurisdiction, or is, in the sole discretion of the Board acting in good faith and in
light of their fiduciary duties under federal and any applicable state laws, necessary in the best
interests of the shareholders of such Designated Portfolio.

1.3 The Fund and the Underwriter agree that shares of the Fund will be sold only to
Participating hlsurance Companies and their separate accounts. No shares of any Designated
Portfolios will be sold to the general public. The Fund and the Underwriter will not sell Fund shares
to any insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III and VII of this Agreement is in effect to govern such sales.

1.4 The Fund agrees to redeem, on the Company's request, any full or fractional shares of
the Designated Portfolios held by the Company, executing such requests on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the request for redemption,
except that the Fund reserves the right to suspend the right of redemption or postpone the date of
payment or satisfaction upon redemption consistent with Section 22( e) of the 1940 Act and any sales
thereunder, and in accordance with the procedures and policies ofthe Fund as described in the then
current prospectus.

1.5 For purposes of Sections 1.1 and 1.4, the Company shall be the designee of the Fund
for receipt of purchase and redemption orders from the Account, and receipt by such designee shall
constitute receipt by the Fund; provided that the Company receives the order by 4 :00 p.m. Baltimore
time and the Fund receives notice of such order by 9:30 a.m. Baltimore time on the next following
Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to the rules ofthe SEC.

1.6 The Company agrees to purchase and redeem the shares of each Designated Portfolio
offered by the then current prospectus of the Fund and in accordance with the provisions of such
prospectus.

1.7 The Company shall pay for Fund shares one Business Day after receipt of an order to
purchase Fund shares is made in accordance with the provisions of Section 1.5 hereof. Payment shall
be in federal funds transmitted by wire by 3 :00 p.m. Baltimore time. If payment in Federal Funds for
any purchase is not received or is received by the Fund after 3 :00 p.m. Baltimore time on such
Business Day, the Company shall promptly, upon the Fund's request, reimburse the Fund for any
charges, costs, fees, interest or other expenses incurred by the Fund in connection with any advances
to, or borrowings or overdrafts by, the Fund, or any similar expenses incurred by the Fund, as a result
of portfolio transactions effected by the Ftmd based upon such purchase request. For purposes of
Section 2.8 and 2.9 hereof, upon receipt by the Fund ofthe federal funds so wired, such funds shall
cease to be the responsibility ofthe Company and shall become the responsibility of the Fund.

1.8 Issuance and transfer of the Fund's shares will be by book entry only. Stock
certificates will not be issued to the Company or any Account. Shares ordered from the Fund will be
recorded in an appropriate title for each Account or the appropriate subaccount of each Account.

1.9 The Fund shall furnish same day notice (by wire or telephone, followed by written
confirmation) to the Company of any income, dividends or capital gain distributions payable on the
Designated Portfolios' shares. The Company hereby elects to receive all such income, dividends, and
capital gain distributions as are payable on Designated Portfolio shares in additional shares ofthat
Portfolio. The Company reserves the right to revoke this election and to receive all such income
dividends and capital gain distributions in cash. The Fund shall notify the Company of the number of
shares so issued as payment of such dividends and distributions.

1.10 The Fund shall make the net asset value per share for each Designated Portfolio
available to the Company on a daily basis as soon as reasonably practical after the net asset value per
share is calculated (normally by 6:30 p.m. Baltimore time) and shall use its best efforts to make such
net asset value per share available by 7 p.m. Baltimore time. If the net asset value is materially
incorrect through no fault of the Company, the Company on behalf of each Account, shall be entitled
to an adjustment to the number of shares purchased or redeemed to reflect the correct net asset value
in accordance with Fund procedures. Any material error in the net asset value shall be reported to the
Company promptly upon discovery. Any administrative or other costs or losses incurred for
correcting underlying Contract owner accounts shall be at Company's expense.

1.11 The Parties hereto acknowledge that the arrangement contemplated by this Agreement is
not exclusive; the Fund's shares may be sold to other insurance companies (subject to Section 1.3 and
Article VI hereo:Q and the cash value of the Contracts may be invested in other investment
comparues.

ARTICLE ll. Representations and Warranties

2.1 The Company represents and warrants that the Contracts are or will be registered
under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects
with all applicable federal and state laws, and that the sale of the Contracts shall comply in all
material respects with state insurance suitability requirements. The Company furtherrepresents and
warrants that it is an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established the Account prior to any issuance or sale thereof as a
segregated asset account under the Vermont insurance laws and has registered or, prior to any
issuance or sale of the Contracts, will register the Account as a unit investment trust in accordance
with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts.

2.2 The Fund represents and warrants that Fund shares sold pursuant to this Agreement
shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the
laws ofthe state of Vermont and all applicable federal and state securities laws and that the Fund is
and shall remain registered under the ▇▇▇▇ ▇▇▇. The Fund shall amend the Registration Statement for
its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the
continuous offering of its shares. The Fund shall register and qualify the shares for sale in

accordance with the laws of the various states only if and to the extent deemed advisable by the Fund
or the Underwriter.

2.3 The ▇. ▇▇▇▇ Price Equity Series, Inc. (the "Equity Fund") currently is authorized to
issue a class of shares with respect to which the Equity Fund has adopted a plan for purposes of
paying for distribution services under Rule 12b-1 of the 1940 Act. To the extent that another Fund
decides to finance distribution expenses pursuant to Rule 12b-1, the Fund will undertake to have the
Board, a majority of whom are not interested persons of the Fund, formulate and approve any plan
pursuant to Rule 12b-1 under the 1940 Act to finance distribution expenses.

2.4 The Fund makes no representations as to whether any aspect of its operations,
including but not limited to, investment policies, fees and expenses, complies with the insurance and
other applicable laws of the various states, except that the Fund represents that the Fund's investment
policies, fees and expenses are and shall at all times remain in compliance with the laws of the state
of Vermont to the extent required to perform this Agreement.

2.5 The Fund represents that it is lawfully organized and validly existing under the laws
Of the State of Maryland and that it does and will comply in all material respects with the 1940 Act.

2.6 The Underwriter represents and warrants that it is a member in good standing of the
NASD and is registered as a broker-dealer with the SEC. The Underwriter further represents that it
will sell and distribute the Fund shares in accordance with the laws of the State of Vermont and any
applicable state and federal securities laws.

2.7 The Underwriter represents and warrants that the Adviser is and shall remain duly
registered under all applicable federal and state securities laws and that the Adviser shall perform its
obligations for the Fund in compliance in all material respects with the laws of the State of Vermont
and any applicable state and federal securities laws.

2.8 The Fund and the Underwriter represent and warrant that all of their directors,
officers, employees, investment advisers, and other individuals or entities dealing with the money
and/or securities of the Fund are and shall continue to be at all times covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund in an amount not less than the minimum
coverage as required currently by Rule 17g-1 of the 1940 Act or related provisions as may be
promulgated from time to time. The aforesaid bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.

2.9 The Company represents and warrants that all of its directors, officers, employees,
and other individuals/entities employed or controlled by the Company dealing with the money and/or
securities of the Fund are covered by a blanket fidelity bond or similar coverage in an amount not less
than $5 million. The aforesaid bond includes coverage for larceny and embezzlement and is issued by
a reputable bonding company. The Company agrees that any amounts received under such bond in
connection with claims that arise from the arrangements described in this Agreement will be held by
the Company for the benefit of the Fund. The Company agrees to make all reasonable efforts to see
that this bond or another bond containing these provisions is always in effect, and agrees to

notify the Fund and the Underwriter in the event that such coverage no longer applies. The Company
agrees to exercise its best efforts to ensure that other individuals/entities not employed or controlled
by the Company and dealing with the money and! or securities of the Fund maintain a similar bond or
coverage in a reasonable amount.

ARTICLE III. Prospectuses. Statements of Additional Information. and Proxy Statements:
Voting

3.1 The Underwriter shall provide the Company (at the Company's expense) with as
many
copies of the Fund's current prospectus (describing only the Designated Portfolios listed on Schedule
A) as the Company may reasonably request. If requested by the Company in lieu thereof, the Fund
shall provide such documentation (including a final copy of the new prospectus as set in type or on a
diskette, at the Fund's expense) and other assistance as is reasonably necessary in order for the
Company (at the Company's expense) once each year (or more frequently if the prospectus for the
Fund is amended) to have the prospectus for the Contracts and the Fund's prospectus printed together
in one document (such printing to be at the Company's expense).

3.2 The Fund's prospectus shall state that the current Statement of Additional Information
("SA!") for the Fund is available from the Company (or, in the Fund's discretion, from the Fund), and
the Underwriter (or the Fund), at its expense, shall print, or otherwise reproduce, and provide
sufficient copies of such SA! free of charge to the Company for itself, and for any owner of a
Contract who requests such SA!. The Company shall send an SA! to any such Contract owner within
3 business days of the receipt of a request.

3.3 The Fund, at its expense, shall provide the Company with copies of its proxy material,
reports to shareholders, and other communications to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners in the Fund .. The Underwriter (at the
Company's expense) shall provide the Company with copies of the Fund's annual and semi-annual
reports to shareholders in such quantity as the Company shall reasonably request for use in
connection with offering the Variable Contracts issued by the Company. If requested by the
Company in lieu thereof, the Underwriter shall provide such documentation (which may include a
final copy of the Fund's annual and semi-annual reports as set in type or on diskette) and other
assistance as is reasonably necessary in order for the Company (at the Company's expense) to print
such shareholder communications for distribution to Contract owners. The Company shall send a
copy of the Fund's annual or semi-annual report within 3 business days of the receipt of a request by
a Contract owner.

3.4 The Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the Fund shares in accordance with instructions received from Contract
owners; and

(iii) vote Fund shares for which no instructions have been received in the same
proportion as Fund shares of such Designated Portfolio for which instructions
have been received,

so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through
voting privileges for variable contract owners or to the extent otherwise required by law. The
Company reserves the right to vote Fund shares held in any segregated asset account in its own right,
to the extent permitted by law.

3.5 Participating Insurance Companies shall be responsible for assuring that each of their
separate accounts participating in a Designated Portfolio calculates voting privileges as required by
the Shared Funding Exemptive Order and consistent with any reasonable standards that the Fund may
adopt.

3.6 The Fund will comply with all provisions of the 1940 Act requiring voting by
shareholders, and in particular the Fund will either provide for annual meetings or comply with
Section 16( c) of the 1940 Act (although the Fund is not one of the trusts described in Section 16( c)
of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will
act in accordance with the SEC’s interpretation of the requirements of Section 16( a) with respect to
periodic elections of directors or trustees and with whatever rules the SEC may promulgate with
respect thereto.

ARTICLE N. Sales Material and Information

4.1 The Company shall furnish, or shall cause to be furnished, to the Fund or its designee,
each piece of sales literature or other promotional material that the Company develops or uses and in
which the Fund (or a Portfolio thereof) or the Adviser or the Underwriter is named, at least ten
calendar days prior to its use. No such material shall be used if the Fund or its designee reasonably
object to such use within ten calendar days after receipt of such material. The Fund or its designee
reserves the right to reasonably object to the continued use of such material, and no such material
shall be used if the Fund or its designee so object.

4.2 The Company shall not give any information or make any representations or
statements on behalf of the Fund or concerning the Fund in connection with the sale of the Contracts
other than the information or representations contained in the registration statement or prospectus or
SA! for the Fund shares, as such registration statement and prospectus or SA! may be amended or
supplemented from time to time, or in reports or proxy statements for the Fund, or in sales literature
or other promotional material approved by the Fund or its designee or by the Underwriter, except
with the permission of the Fund or the Underwriter or the designee of either.

4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to be furnished, to
the Company, each piece of sales literature or other promotional material in which the Company,
and/or its Account, is named at least ten calendar days prior to its use. No such material shall be used
if the Company reasonably objects to such use within ten calendar days after receipt of such

material. The Company reserves the right to reasonably object to the continued use of such material
and no such material shall be used if the Company so objects.

4.4. The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, the Account, or the Contracts
other than the information or representations contained in a registration statement, prospectus, or SA!
for the Contracts, as such registration statement, prospectus or SA! may be amended or supplemented
from time to time, or in published reports for the Account which are in the public domain or approved
by the Company for distribution to Contract owners, or in sales literature or other promotional
material approved by the Company or its designee, except with the permission of the Company.

4.5 The Fund will provide to the Company at least one complete copy of all registration
statements, prospectuses, SAIs, reports, proxy statements, sales literature and other promotional
materials, applications for exemptions, requests for no-action letters, and all amendments to any of
the above, that relate to the Fund or its shares, within a reasonable time after the filing of such
document(s) with the SEC or other regulatory authorities.

4.6 The Company will provide to the Fund at least one complete copy of all registration
statements, prospectuses, SAIs, reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Contracts or the Account, within a reasonable time after the
filing of such document(s) with the SEC or other regulatory authorities.

4.7 For purposes of this Article IV, the phrase "sales literature and other promotional
materials" includes, but is not limited to, any of the following that refer to the Fund or any affiliate of
the Fund: advertisements (such as material published, or designed for use in, a newspaper, magazine,
or other periodical, radio, television, telephone or tape recording, videotape display, signs or
billboards, motion pictures, or other public media), sales literature (i.e., any written communication
distributed or made generally available to customers or the public, including brochures, circulars,
reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement,
sales literature, or published article), educational or training materials or other communications
distributed or made generally available to some or all agents or employees, and registration
statements, prospectuses, SAIs, shareholder reports, proxy materials, and any other communications
distributed or made generally available with regard to the Funds.

ARTICLE V. Fees and Expenses

5.1 The Underwriter shall pay a fee to the Company or to the underwriter for the
Contracts pursuant to Rule 12b-1 to finance distribution expenses as set forth in the Letter Agreement
entered into between National Life Insurance Company and ▇. ▇▇▇▇ Price Investment Services, Inc.
dated May 1, 2004.

5.2 All expenses incident to performance by the Fund under this Agreement shall be paid
by the Fund, except as otherwise provided herein. The Fund shall see to it that all its shares are

registered and authorized for issuance in accordance with applicable federal law and, if and to the
extent deemed advisable by the Fund, in accordance with applicable state laws prior to their sale. The
Fund shall bear the expenses for the cost of registration and qualification ofthe Fund's shares,
preparation and filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to
shareholders (including the costs of printing a prospectus that constitutes an annual report), the
preparation of all statements and notices required by any federal or state law, and all taxes on the
issuance or transfer of the Fund's shares.

5.3 The Company shall bear the expenses of printing the Fund's prospectus (in
accordance
with 3.1) and of distributing the Fund's prospectus, proxy materials, and reports to Contract owners
and prospective Contract owners.

ARTICLE VI. Diversification and Qualification

6.1 The Fund will invest the assets of each Designated Portfolio in such a manner as to
ensure that the Contracts will be treated as annuity, endowment, or life insurance contracts,
whichever is appropriate, under the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder (or any successor provisions). Without limiting the scope of the
foregoing, each Designated Portfolio of the Fund will comply with Section 817(h) of the Code and
Treasury Regulation '1.817 -5, and any Treasury interpretations thereof, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts, and any amendments or
other modifications or successor provisions to such Section or Regulations. In the event of a breach
of this Article VI by the Fund, it will take all reasonable steps (a) to notify the Company of such
breach and (b) to adequately diversify the Fund so as to achieve compliance within the grace period
afforded by Regulation 817.5.

6.2 The Fund represents that each Designated Portfolio is or will be qualified as a
Regulated Investment Company under Subchapter M of the Code, and that it will make every effort
to maintain such qualification (under Subchapter M or any successor or similar provisions) and that it
will notify the Company immediately upon having a reasonable basis for believing that it has ceased
to so qualify or that it might not so qualify in the future.

6.3 The Company represents that the Contracts are currently, and at the time of issuance
shall be, treated as life insurance, endowment contracts, or annuity insurance contracts, under
applicable provisions of the Code, and that it will make every effort to maintain such treatment, and
that it will notify the Fund and the Underwriter immediately upon having a reasonable basis for
believing the Contracts have ceased to be so treated or that they might not be so treated in the future.
The Company agrees that any prospectus offering a contract that is a "modified endowment
contract" as that term is defined in Section 7702A of the Code (or any successor or similar
provision), shall identify such contract as a modified endowment contract.

ARTICLE VII. Potential Conflicts.

7.1 The Board will monitor the Fund for the existence of any material irreconcilable
conflict between the interests of the contract owners of all separate accounts investing in the Fund.
An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any
state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or
securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative
letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Portfolio are being managed; (e) a difference in voting instructions given by
variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer
to disregard the voting instructions of contract owners. The Board shall promptly inform the
Company if it determines that an irreconcilable material conflict exists and the implications thereof

7.2. The Company will report any potential or existing conflicts of which it is aware to the
Board. The Company will assist the Board in carrying out its responsibilities under the Shared
Funding Exemptive Order, by providing the Board with all information reasonably necessary for the
Board to consider any issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever Contract owner voting instructions are disregarded.

7.3 If it is determined by a majority of the Board, or a majority of its disinterested
members, that a material irreconcilable conflict exists, the Company and other Participating
Insurance Companies shall, at their expense and to the extent reasonably practicable (as determined
by a majority of the disinterested Board members), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets
allocable to some or all of the separate accounts from the Fund or any Portfolio and reinvesting such
assets in a different investment medium, including (but not limited to) another Portfolio of the Fund,
or submitting the question whether such segregation should be implemented to a vote of all affected
contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity
contract owners, life insurance contract owners, or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new registered
management investment company or managed separate account.

7.4 If a material irreconcilable conflict arises because of a decision by the Company to
disregard contract owner voting instructions and that decision represents a minority position or would
preclude a majority vote, the Company may be required, at the Fund's election, to withdraw the
affected Account's investment in the Fund and terminate this Agreement with respect to such
Account provided, however, that such withdrawal and termination shall be limited to the extent
required by the foregoing material irreconcilable conflict as determined by a majority of the
disinterested members of the Board. Any such withdrawal and termination must take place within six
(6) months after the Fund gives written notice that this provision is being implemented, and until the
end of that six month period the Fund shall continue to accept and implement orders by the Company
for the purchase (and redemption) of shares of the Fund.

7.5 If a material irreconcilable conflict arises because a particular state insurance
regulator's decision applicable to the Company conflicts with the majority of other state regulators,
then the Company will withdraw the affected Account's investment in the Fund and terminate this
Agreement with respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an irreconcilable material conflict;
provided, however, that such withdrawal and termination shall be limited to the extent required by
the foregoing material irreconcilable conflict as determined by a majority of the disinterested
members of the Board. Until the end of the foregoing six month period, the Fund shall continue to
accept and implement orders by the company for the purchase (and redemption) of shares of the
Fund.

7.6 For purposes of Section 7.3 through 7.6 of this Agreement, a majority of the
disinterested members of the Board shall determine whether any proposed action adequately
remedies any irreconcilable material conflict, but in no event will the Fund be required to establish a
new funding medium for the Contracts. The Company shall not be required by Section 7.3 to
establish a new funding medium for the Contract if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable material conflict. In
the event that the Board determines that any proposed action does not adequately remedy any
irreconcilable material conflict, then the Company will withdraw the Account's investment in the
Fund and terminate this Agreement within six (6) months after the Board informs the Company in
writing of the foregoing determination; provided, however, that such withdrawal and termination
shall be limited to the extent required by any such material irreconcilable conflict as determined by a
majority of the disinterested members of the Board.

7.7 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted,
to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder
with respect to mixed or shared funding (as defined in the Shared Funding Exemptive Order) on
terms and conditions materially different from those contained in the Shared Funding Exemptive
Order, then (a) the Fund and/or the Participating Insurance Companies, as appropriate, shall take
such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3,
as adopted, to the extent such rules are applicable; and (b) Sections 3.4, 3.5, 3.6, 7.1. , 7.2, 7.3, 7.4,
and 7.5 of this Agreement shall continue in effect only to the extent that terms and conditions
substantially identical to such Sections are contained in such Rule(s) as so amended or adopted.

ARTICLE VIII. Indemnification

8.1 Indemnification By the Company

8.1(a) . The Company agrees to indemnify and hold harmless the Fund and the
Underwriter and each of their officers and directors and each person, if any, who controls the Fund or
the Underwriter within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Company) or litigation
(including legal and other expenses), to which the Indemnified Parties may become subject under any
statute or regulation, at common law or otherwise, insofar as such losses, claims, damages,

liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or
acquisition of the Fund's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged untrue
statements of any material fact contained in the Registration Statement,
prospectus, or statement of additional information ("SAI") for the Contracts
or contained in the Contracts or sales literature or other promotional material
for the Contracts (or any amendment or supplement to any of the foregoing),
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and in
conformity with information furnished to the Company by or on behalf of the
Fund for use in the Registration Statement, prospectus or SAI for the
Contracts or in the Contracts or sales literature or other promotional material
(or any amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than
statements or representations contained in the Registration Statement,
prospectus or sales literature or other promotional material of the Fund not
supplied by the Company or persons under its control) or wrongful conduct of
the Company or persons under its authorization or control, with respect to the
sale or distribution of the Contracts or Fund Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement, prospectus, SAI, or sales literature or
other promotional material of the Fund or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading if such a statement or omission was made in reliance
upon information furnished to the Fund by or on behalf of the Company; or

(iv) arise as a result of any material failure by the Company to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or otherwise, to
comply with the qualification requirements specified in Article VI of this
Agreement); or

(v) arise out of or result from any material breach of any representation and/or
warranty made by the Company in this Agreement or arise out of or result
from any other material breach of this Agreement by the Company,

as limited by and in accordance with the provisions of Sections 8.1 (b) and 8.1 (c) hereof.

8.1 (b). The Company shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would
otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of its obligations or duties under this Agreement.

8.1(c) . The Company shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified Party shall have
notified the Company in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served upon such Indemnified
Party (or after such Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Company of any such claim shall not relieve the Company from any
liability which it may have to the Indemnified Party against whom such action is brought otherwise
than on account of this indemnification provision. In case any such action is brought against an
Indemnified Party, the Company shall be entitled to participate, at its own expense, in the defense of
such action. The Company also shall be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action and to settle the claim at its own expense; provided,
however, that no such settlement shall, without the Indemnified Parties' written consent, include any
factual stipulation referring to the Indemnified Parties or their conduct. After notice from the
Company to such party of the Company's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will
not be liable to such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof other than reasonable
costs of investigation.

8. 1 (d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with the issuance or sale
of the Fund Shares or the Contracts or the operation of the Fund.

8.2 Indemnification by the Underwriter

8.2(a) . The Underwriter agrees to indemnify and hold harmless the Company and
each of it directors and officers and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in
settlement with the written consent of the Underwriter) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute or regulation, at
common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements are related to the sale or acquisition of the Fund's shares or the
Contracts; and

(i) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement
or prospectus or SA! or sales literature or other promotional material

of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading,
provided that this agreement to indemnify shall not apply as to any
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished to the Underwriter or Fund by or on behalf
of the Company for use in the Registration Statement or prospectus
for the Fund or in sales literature. or other promotional material (or
any amendment or supplement) or otherwise for use in connection
with the sale of the Contracts or Fund shares; or

(ii) arise out of or as a result of statements or representations (other than
statements or representations contained in the Registration Statement,
prospectus or sales literature or other promotional material for the
Contracts not supplied by the Underwriter or persons under its
control) or wrongful conduct of the Fund or Underwriter or persons
under their control, with respect to the sale or distribution of the
Contracts or Fund shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement, prospectus, SAI,
or sales literature or other promotional material of the Contracts, or
any amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statement or statements therein not
misleading, if such statement or omission was made in reliance upon
information furnished to the Company by or on behalf of the Fund; or

(iv) arise as a result of any material failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification and other qualification
requirements specified in Article VI of this Agreement); or

(v) arise out of or result from any material breach of any representation
and/or warranty made by the Underwriter in this Agreement or arise
out of or result from any other material breach of this Agreement by
the Underwriter;

as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2( c) hereof.

8.2(b) . The Underwriter shall not be liable under this indemnification provision with
respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would

otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance or such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to the Company or the
Account, whichever is applicable.

8.2( c). The Underwriter shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified Party unless such Indemnified Party shall have
notified the Underwriter in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served upon such Indemnified
Party (or after such Indemnified Party shall have received notice of such service on any designated
agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from
any liability which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any such action is brought
against the Indemnified Party, the Underwriter will be entitled to participate, at its own expense, in
the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action and to settle the claim at its own expense;
provided, however, that no such settlement shall, without the Indemnified Parties' written consent,
include any factual stipulation referring to the Indemnified Parties or their conduct. After notice from
the Underwriter to such party of the Underwriter's election to assume the defense thereof, the
Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the
Underwriter will not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense thereof other than
reasonable costs of investigation.

8.2( d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers or directors in
connection with the issuance or sale of the Contracts or the operation of the Account.

8.3 Indemnification By the Fund

8.3(a) . The Fund agrees to indemnify and hold harmless the Company and each of its
directors and officers and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3)
against any and all losses, claims, expenses, damages, liabilities (including amounts paid in
settlement with the written consent of the Fund) or litigation (including legal and other expenses) to
which the Indemnified Parties may be required to payor may become subject under any statute or
regulation, at common law or otherwise, insofar as such losses, claims, expenses, damages, liabilities
or expenses (or actions in respect thereof) or settlements, are related to the operations of the Fund
and:

(i) arise as a result of any material failure by the Fund to provide the
services and furnish the materials under the terms of this Agreement
(including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification and other qualification
requirements specified in Article VI of this Agreement); or

(ii) arise out of or result from any material breach of any representation
and/or warranty made by the Fund in this Agreement or arise out of or
result from any other material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof

8.3(b) . The Fund shall not be liable under this indemnification provision with respect
to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise
be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in
the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations and duties under this Agreement or to the Company, the Fund, the
Underwriter or the Account, whichever is applicable.

8.3( c). The Fund shall not be liable under this indemnification provision with respect
to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the
Fund in writing within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such Indemnified Party (or after
such indemnified Party shall have received notice of such service on any designated agent), but
failure to notify the Fund of any such claim shall not relieve the Fund from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the Indemnified Parties, the
Fund will be entitled to participate, at its own expense, in the defense thereof. The Fund also shall be
entitled to assume the expense thereof, with counsel satisfactory to the party named in the action and
to settle the claim at its own expense; provided, however, that no such settlement shall, without the
Indemnified Parties' written consent, include any factual stipulation referring to the Indemnified
Parties or their conduct. After notice from the Fund to such party of the Fund's election to assume the
defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel
retained by it, and the Fund will not be liable to such party under this Agreement for any legal or
other expenses subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

8.3( d). The Company and the Underwriter agree promptly to notify the Fund of the
commencement of any litigation or proceeding against it or any of its respective officers or directors
in connection with the Agreement, the issuance or sale of the Contracts, the operation of the Account,
or the sale or acquisition of shares of the Fund.

ARTICLE IX. Applicable Law

9.1 This Agreement shall be construed and the provisions hereof interpreted under and in
accordance with the laws of the State of Maryland.

9.2 This Agreement shall be subject to the provisions of the 1933,1934 and 1940 Acts,
and the rules and regulations and rulings thereunder, including such exemptions from those statutes,

rules and regulations as the SEC may grant (including, but not limited to, any Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE x. Termination

10.1 This Agreement shall continue in full force and effect until the first to occur of:

(a) termination by any party, for any reason with respect to some or all
Designated Portfolios, by six (6) months' advance written notice delivered to
the other parties; or

(b) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Designated Portfolio based upon the
Company's determination that shares of the Fund are not reasonably available
to meet the requirements of the Contracts; provided that such termination shall
apply only to the Designated Portfolio not reasonably available; or

(c) termination by the Company by written notice to the Fund and the
Underwriter in the event any of the Designated Portfolio's shares are not
registered, issued or sold in accordance with applicable state and/or federal
law or such law precludes the use of such shares as the underlying investment
media of the Contracts issued or to be issued by the Company; or

(d) termination by the Fund or Underwriter in the event that formal
administrative proceedings are instituted against the Company by the NASD,
the SEC, the insurance Commissioner or like official of any state or any other
regulatory body regarding the Company's duties under this Agreement or
related to the sale of the Contracts, the operation of any Account, or the
.. purchase of the Fund shares; provided, however, that the Fund or Underwriter
determines in its sole judgment exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon the ability
of the Company to perform its obligations under this Agreement; or

(e) termination by the Company in the event that formal administrative
proceedings are instituted against the Fund or Underwriter by the NASD, the
SEC, or any state securities or insurance department or any other regulatory
body; provided, however, that the Company determines in its sole judgment
exercised in good faith, that any such administrative proceedings will have a
material adverse effect upon the ability of the Fund or Underwriter to perform
its obligations under this Agreement; or

(t) termination by the Company by written notice to the Fund and the
Underwriter with respect to any Designated Portfolio in the event that such
Designated Portfolio ceases to qualify as a Regulated investment Company
under Subchapter M or fails to comply with the Section 817(h) diversification

requirements specified in Article VI hereof, or if the Company reasonably
believes that such Designated Portfolio may fail to so qualify or comply; or

(g) termination by the Fund or Underwriter by written notice to the Company in
the event that the Contracts fail to meet the qualifications specified in Section
6.3 hereof; or if the Fund or Underwriter reasonably believes that such
Contracts may fail to so qualify; or

(h) termination by either the Fund or the Underwriter by written notice to the
Company, if either one or both of the Fund or the Underwriter respectively,
shall determine, in their sole judgment exercised in good faith, that the
Company has suffered a material adverse change in its business, operations,
financial condition, or prospects since the date of this Agreement or is the
subject of material adverse publicity; or

(i) termination by the Company by written notice to the Fund and the
Underwriter, if the Company shall determine, in its sole judgment exercised
in good faith, that the Fund or the Underwriter has suffered a material adverse
change in its business, operations, financial condition or prospects since the
date of this Agreement or is the subject of material adverse publicity.

10.2 Effect of Termination. Notwithstanding any termination of this Agreement, the Fund
and the Underwriter shall, at the option of the Company, continue to make available additional shares
of the Fund pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the
effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts").
Specifically, the owners of the Existing Contracts may be permitted to reallocate investments in the
Fund, redeem investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not
apply to any termination under Article VII and the effect of such Article VII termination shall be
governed by Article VII of this Agreement. The parties further agree that this Section 10.2 shall not
apply to any termination under Section 10. 1 (g) of this Agreement.

10.3 The Company shall not redeem Fund shares attributable to the Contracts (as opposed to
Fund shares attributable to the Company's assets held in the Account) except (i) as necessary to
implement Contract owner initiated or approved transactions, (ii) as required by state and/or federal
laws or regulations or judicial or other legal precedent of general application (hereinafter referred to
as a "Legally Required Redemption"), or (iii) pursuant to the terms of a substitution order issued by
the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish
to the Fund and the Underwriter the opinion of counsel for the Company (which counsel shall be
reasonably satisfactory to the Fund and the Underwriter) to the effect that any redemption pursuant to
clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted
under the terms of the Contracts, the Company shall not prevent Contract owners from allocating
payments to a Portfolio that was otherwise available under the Contracts without first giving the Fund
or the Underwriter 90 days notice of its intention to do so.

10.4 Notwithstanding any termination of this Agreement, each party's obligation under
Article XI to indemnify the other parties shall survive.

ARTICLE XI. Notices

Any notice shall be sufficiently given when sent by registered or certified mail to the other
party at the address of such party set forth below or at such other address as such party may from
time to time specify in writing to the other party.

If to the Fund:

▇. ▇▇▇▇ Price Associates, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

If to the Company:

National Life Insurance Company
National ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel

If to Underwriter:

▇. ▇▇▇▇ Price Investment Services
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

ARTICLE XII. Miscellaneous

12.1 All references herein to the Fund are to each of the undersigned Funds as if this
agreement were between such individual Fund and the Underwriter and the Company. All references
herein to the Adviser relate solely to the Adviser of such individual Fund, as appropriate. All persons
dealing with a Fund must look solely to the property of such Fund, and in the case of a series
company, the respective Designated Portfolio listed on Schedule A hereto as though such Designated
Portfolio had separately contracted with the Company and the Underwriter for the enforcement of any
claims against the Fund. The parties agree that neither the Board, officers, agents or shareholders
assume any personal liability or responsibility for obligations entered into by or on behalf of the
Fund.

12.2 Subject to the requirements of legal process and regulatory authority, each party hereto
shall treat as confidential the names and addresses of the owners of the Contracts and all information
reasonably identified as confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and addresses and

other confidential information without the express written consent of the affected party until such
time as such information may come into the public domain.

12.3 The captions in this Agreement are included for convenience of reference only and in no
way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

12.4 This Agreement maybe executed simultaneously in two or more counterparts, each of
which taken together shall constitute one and the same instrument.

12.5 If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

12.6 Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the NASD, and state insurance
regulators) and shall permit such authorities reasonable access to its books and records in connection
with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the
Vermont Insurance Commissioner with any information or reports in connection with services
provided under this Agreement which such Commissioner may request in order to ascertain whether
the variable annuity operations of the Company are being conducted in a manner consistent with
Vermont variable annuity laws and regulations and any other applicable law or regulations.

12.7 The rights, remedies and obligations contained in this Agreement are cumulative and are
in addition to any and all rights, remedies, and obligations, at law or in equity, which the parties
hereto are entitled to under state and federal laws.

12.8 This Agreement or any of the rights and obligations hereunder may not be assigned by
any party without the prior written consent of all parties hereto.

12.9 At the Fund's request, the Company shall furnish or cause to be furnished, to the Fund
or its designee copies of the following reports:

( a) the Company's annual statement (prepared under statutory accounting principles) and
annual report (prepared under generally accepted accounting principles ("GAAP"), if
any), as soon as practical and in any event within 90 days after the end of each fiscal
year.

(b) the Company's quarterly statements (statutory) (and GAAP, if any), as soon as
practical and in any event within 45 days after the end of each quarterly period.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representative and its seal to be
hereunder affixed hereto as o fthe date specified below.

COMPANY:	NATIONAL LIFE INSURANCE COMPANY
By its authorized officer

	By:	/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	Title:	Vice President
		Date: April 27, 2004

FUND:	▇. ▇▇▇▇ PRICE EQUITY SERIES, INC.
By its authorized officer
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Date: 4/20/04



UNDERWRITER:
	▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC.
By its authorized officer

	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
	Title: Vice President
	Date: 4/19/04

	SCHEDULE A	Designated Portfolios



Name of Separate Account and	Contracts Funded by
Date Established by Board of Directors	Separate Account




National Variable Life Insurance Account	VariTrak Variable	Series, mc - ▇. ▇▇▇▇ Price
(established February 1, 1985)	Universal Life	Blue Chip Growth Portfolio
	Insurance,	- ▇. ▇▇▇▇ Price Equity
	Sentinel Estate Provider	Income Portfolio
	Survivorship Variable	- ▇. ▇▇▇▇ Price Health
	Life Insurance,	Sciences Portfolio
	Sentinel Benefit
	Provider Variable
	Universal Life
Insurance


	Sentinel Advantage
National Variable Annuity Account II	Variable Annuity
(established November 1, 1996)	▇. ▇▇▇▇ Price Equity

PARTICIPATION AGREEMENT Among and NATIONAL LIFE INSURANCE COMPANY

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