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EXHIBIT (b)(8)(a)(1)
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
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by: Xxxxxxxx X. Xxxxxx, Senior Vice President
MARKET STREET FUND, INC.
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by:
1717 CAPITAL MANAGEMENT COMPANY
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by:
