[FIDELITY INVESTMENTS LOGO]
May 16, 2007
National Life Insurance Company
Xx. Xxxxx Xxxx
Xxx Xxxxxxxx Xxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Re: Participation Agreement among Variable Insurance Products Fund, Variable
Insurance Products Fund II, Variable Insurance Products Fund III, Fidelity
Distributors Corporation (the "Underwriter") and Insurance Company (the
"Company"), dated April 30, 2004, as amended (the "Participation
Agreement")
Dear Xx. Xxxx:
The Company, the Underwriter and the above referenced Variable Insurance
Products Funds (the "Current Funds") are parties to the above-referenced
Participation Agreement. As explained in the notice sent to you on May 3, 2007,
Fidelity is in the process of reorganizing some of the portfolios of the Current
Funds (the "Affected Portfolios") for administrative purposes. In connection
with this reorganization, the Affected Portfolios will be moved into
corresponding "shell" portfolios of a new Variable Insurance Products Fund V
("Fund V"). A list of all of the Affected Portfolios covered by the
reorganization and the corresponding Fund V portfolios is set forth on the
attached Exhibit.
In connection with this change, we are asking for your consent to (1) the
amendment of the Participation Agreement to add Fund V as a "Fund" party under
the terms of the Participation Agreement (the "Amendment") and (2) the
assignment of all of the Current Funds' rights, benefits and obligations under
the Participation Agreement with respect to the Affected Portfolios to Fund V,
with respect to the corresponding portfolios of Fund V, and the release of the
Current Funds from the obligations so assigned (the "Assignment"). The
Participation Agreement will remain in full force and effect in accordance with
its terms, as so amended and assigned herein.
Your signature below will indicate the Company's consent to the Amendment and
Assignment of the Participation Agreement as set forth above, to become
effective immediately upon consummation of the reorganization.
Thank you for your prompt attention to this matter. If for some reason we cannot
obtain your signature prior to the reorganization, and the Company submits
orders or instructions under the Participation Agreement thereafter, we will
deem the Company to have consented to these matters. Please do not hesitate to
contact your Fidelity Relationship Manager or Key Account Manager if you have
any questions.
Very truly yours,
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
_______________________________
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III,
VARIABLE INSURANCE PRODUCTS FUND IV, and
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxxxx Xxxxxxxxxx
_______________________________
Name: Xxxxxxxx Xxxxxxxxxx
Title: Treasurer
The Undersigned Consents to the Amendment and Assignment of the Participation
Agreement as of this 18th day of May 2007.
NATIONAL LIFE INSURANCE COMPANY
By: /s/ Xxxxxxxxx XxxXxxxx
_______________________________
Name: Xxxxxxxxx XxxXxxxx
Title: Vice President
Please keep one copy and return the other to:
Xxxxxx Xxxxxx
Director, Contracts Management
Fidelity Investments
000 Xxxxx Xxxxxx, 00X
Xxxxxxxxxx XX 00000
EXHIBIT A
AFFECTED PORTFOLIOS FUND V PORTFOLIOS
___________________ _________________
Variable Insurance Products Fund Variable Insurance Products Fund V
Money Market Portfolio Money Market Portfolio
Variable Insurance Products Fund II
Asset Manager Portfolio Asset Manager Portfolio
Asset Manager: Growth Portfolio Asset Manager: Growth Portfolio
Investment Grade Bond Portfolio Investment Grade Bond Portfolio
Variable Insurance Products Fund IV
Freedom Income Portfolio Freedom Income Portfolio
Freedom 2005 Portfolio Freedom 2005 Portfolio
Freedom 2010 Portfolio Freedom 2010 Portfolio
Freedom 2015 Portfolio Freedom 2015 Portfolio
Freedom 2020 Portfolio Freedom 2020 Portfolio
Freedom 2025 Portfolio Freedom 2025 Portfolio
Freedom 2030 Portfolio Freedom 2030 Portfolio
FundsManager 20% Portfolio FundsManager 20% Portfolio
FundsManager 50% Portfolio FundsManager 50% Portfolio
FundsManager 70% Portfolio FundsManager 70% Portfolio
FundsManager 85% Portfolio FundsManager 85% Portfolio
Strategic Income Portfolio Strategic Income Portfolio
