Form of Life Insurance Application

INSURED NAME (First, Middle Initial, Last)

POLICY NUMBER

EF198433

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AVs3bS0sFOyJq943MyQIzxQCGVz53KgBwao5kili/lhpctWaAlwE5QpFd56I70Kr WRWRRTm3zrvURu/kUQzMcA== 0001193125-05-088512.txt : 20050428 0001193125-05-088512.hdr.sgml : 20050428 20050428155845 ACCESSION NUMBER: 0001193125-05-088512 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050428 DATE AS OF CHANGE: 20050428 EFFECTIVENESS DATE: 20050429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT CENTRAL INDEX KEY: 0000742277 IRS NUMBER: 390509570 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-36865 FILM NUMBER: 05780674 BUSINESS ADDRESS: STREET 1: 720 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146652508 MAIL ADDRESS: STREET 1: 720 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT CENTRAL INDEX KEY: 0000742277 IRS NUMBER: 390509570 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03989 FILM NUMBER: 05780675 BUSINESS ADDRESS: STREET 1: 720 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4146652508 MAIL ADDRESS: STREET 1: 720 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 485BPOS 1 d485bpos.txt NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE Registration No. 333-36865 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] Post-Effective Amendment No. 11 [X] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 5 [X] (Check appropriate box or boxes.) NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT - -------------------------------------------------------------------------------- (Exact Name of Registrant) THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- (Name of Depositor) 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 - -------------------------------------------------------------------------------- (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code 414-271-1444 ROBERT J. BERDAN, Vice President, General Counsel and Secretary 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) It is proposed that this filing will become effective (check appropriate space) [ ] immediately upon filing pursuant to paragraph (b) of Rule 485 [X] on April 29, 2005 pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 [ ] on (DATE) pursuant to paragraph (a)(1) of Rule 485 [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. P r o s p e c t u s April 29, 2005 Variable Executive Life Issued by The Northwestern Mutual Life Insurance Company and Northwestern Mutual Variable Life Account - -------------------------------------------------------------------------------- This prospectus describes a flexible premium Variable Life Insurance Policy (the "Policy"). You may choose to invest your Net Premiums in one or more divisions, each of which invests in one of the corresponding portfolios/funds listed below: Northwestern Mutual Series Fund, Inc. Small Cap Growth Stock Large Cap Core Stock Portfolio Portfolio T. Rowe Price Small Cap Capital Guardian Domestic Value Portfolio Equity Portfolio Aggressive Growth Stock T. Rowe Price Equity Portfolio Income Portfolio International Growth Portfolio Index 500 Stock Portfolio Franklin Templeton International Equity Portfolio Asset Allocation Portfolio AllianceBernstein Mid Cap Value Portfolio Balanced Portfolio Index 400 Stock Portfolio High Yield Bond Portfolio Janus Capital Appreciation Portfolio Select Bond Portfolio Growth Stock Portfolio Money Market Portfolio Fidelity(R) Variable Insurance Products Fund III Mid Cap Portfolio Russell Investment Funds Multi-Style Equity Fund Core Bond Fund Aggressive Equity Fund Real Estate Securities Fund Non-U.S. Fund Please read carefully this prospectus and the accompanying prospectuses for the corresponding portfolios/funds and keep them for future reference. These prospectuses provide information that you should know before investing in the Policy. The Securities and Exchange Commission has not approved or disapproved the Policy or determined that this prospectus is accurate or complete. It is a criminal offense to state otherwise. - -------------------------------------------------------------------------------- [LOGO] Northwestern Mutual Contents for this Prospectus

PROSPECTUS Variable Executive Life Flexible Premium Variable Life Insurance Policy Summary of Benefits and Risks The following summary identifies some of the benefits and risks of the Policy. It omits important information which is included elsewhere in this prospectus, in the attached mutual fund prospectuses and in the terms of the Policy. Benefits of the Policy Death Benefit The primary benefit of your Policy is the life insurance protection that it provides. The Policy offers a choice of three death benefit options: Specified Amount (Option A); Specified Amount Plus Policy Value (Option B)--The Policy Value is the cumulative amount invested less withdrawals, adjusted for investment results and interest on Policy debt, reduced by the charges for insurance and other expenses; or Specified Amount Plus Premiums Paid (Option C). You select the Specified Amount when you purchase the Policy. In addition, we will increase the death benefit under any of the Options if necessary to meet the definitional requirements for life insurance for federal income tax purposes. Access to Your Values You may surrender your Policy for the Cash Value at any time during the lifetime of the insured. You may make a withdrawal of Policy Value. You may borrow up to 90% of the Policy Value using the Policy as security. Flexibility You may select the death benefit option and Specified Amount subject to our availability limits. You control the amount and timing of premium payments, within limits. After a Policy is issued you may change the death benefit option, or increase or decrease the Specified Amount subject to our approval. You may direct the allocation of your premiums and apportion the Northwestern Mutual Variable Life Account ("Account") assets supporting your Policy among the 24 divisions of the Account. You may transfer accumulated amounts from one division to another. Tax Benefits You are generally not taxed on your Policy's investment gains until you surrender the Policy or make a withdrawal. Risks of the Policy Investment Risk Your Policy allows you to participate in the investment experience of the Account divisions you select. You bear the corresponding investment risks. You may find a comprehensive discussion of these risks in the attached mutual fund prospectuses. Policy for Long-Term Protection Your Policy is designed to serve your need for long-term life insurance protection. It is not a suitable vehicle for short-term goals. We have not designed the Policy for frequent trading. Policy Lapse Your Policy will lapse if you do not pay sufficient premium to keep it inforce. Favorable investment experience will reduce the required premium, but we do not guarantee investment experience. Policy loans or withdrawals of Policy Value may increase the premium required to keep the Policy inforce. Limitations on Access to Your Values A withdrawal of Policy Value may not reduce the loan value to less than any Policy debt outstanding. A withdrawn amount may not reduce the Specified Amount to less than the minimum amount we would issue at the time of the withdrawal. Following a withdrawal the remaining Policy Value, less any Policy debt outstanding, must be at least three times the current monthly charges for the cost of insurance and other expenses. The minimum amount for a withdrawal is $250. A withdrawal of Policy Value will reduce the death benefit. Adverse Tax Consequences Our understanding of the principal tax considerations for the Policy under current tax law is set forth in this prospectus. There are areas of some uncertainty under current law, and we do not address the likelihood of future changes in the law or interpretations thereof. Among other risks, your Policy may become a modified endowment contract if the cumulative premium you pay exceeds a defined limit; surrenders, withdrawals and loans under the Policy will then be taxable as ordinary income to the extent there are earnings in the Policy, and a 10% penalty may apply to these distributions. In addition, excessive Policy loans could cause a Policy to terminate with insufficient value to pay the tax due upon termination. Variable Executive Life Prospectus 1 Fee and Expense Tables The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Policy. See "Charges and Expenses" for a more detailed description. Transaction Fees This table describes the fees and expenses that you will pay when you pay premiums, transfer amounts between the Account divisions, make a withdrawal, change the Specified Amount or change the death benefit option. See "Charges and Expenses" for a more detailed description.

Periodic Charges Other than Fund Operating Expenses This table describes the fees and expenses, other than operating expenses for the Funds, that you will pay periodically during the time that you own the Policy. See "Charges and Expenses" for a more detailed description.

/(a)/The sales load in Policy years 1-6 is applied to the premiums paid up to the Target Premium. All other premiums are charged a 3% sales load. The initial Target Premium is generally based on a modified endowment contract seven-pay limit for the initial Specified Amount and the issue age and sex of the insured. Increases and decreases in the Specified Amount will be reflected in the Target Premium. /(b)/The cost of insurance rates shown in the table may not be representative of the charge that a particular Policy Owner may pay. For information about the cost of insurance rate for your particular situation you may request a personalized illustration from your Northwestern Mutual Financial Representative. The cost of insurance charge is determined by multiplying the net amount at risk by the cost of insurance rate. The net amount at risk is equal to the death benefit currently in effect less the Policy Value. The cost of insurance rate reflects the issue age, sex and risk classification of the insured, Policy date, Policy duration and presence of the Cash Value Amendment if this applies. /(c)/For a sex neutral insured age 45 in the guaranteed issue non-tobacco risk classification, the current cost of insurance rate is $1.06 per year per $1,000 of net amount at risk. 2 Variable Executive Life Prospectus /(d)/For a sex neutral insured age 45 in the guaranteed issue non-tobacco risk classification, the maximum cost of insurance rate is $3.26 per year per $1,000 of net amount at risk. /(e)/The charge is applied to the Policy Value, less any Policy debt. /(f)/For Policies without the Cash Value Amendment the charge for Policy years eleven and later is 0.30% annually (monthly rate of 0.02500%). /(g)/The charge is applied to the Policy debt. We add unpaid interest to the amount of the loan. Interest on a Policy loan accrues and is payable on a daily basis at an annual effective rate of 5%. The amount of the Policy loan will be transferred from the Account divisions to our general account and credited on a daily basis with an annual earnings rate equal to the 5% Policy loan interest rate. Annual Fund Operating Expenses The table below shows the range (minimum and maximum) of total operating expenses, including investment advisory fees, distribution (12b-1) fees and other expenses of the Portfolios or Funds offered through Northwestern Mutual Series Fund, Inc., Fidelity(R) Variable Insurance Products Fund III and Russell Investment Funds that are available for investment under the Contract. The range shown in this table does not reflect fee waivers or expense limits and reimbursements. The information is based on operations for the year ended December 31, 2004. More details concerning these fees and expenses are contained in the attached mutual fund prospectuses.

The following table shows total annual operating expenses of each Fund or Portfolio available for investment under the Policy. Fund operating expenses are expressed as a percentage of average net assets for the year ended December 31, 2004, except as otherwise set forth in the notes to the table.

/(a)/T. Rowe Price Small Cap Value Portfolio Northwestern Mutual Series Fund's advisor, Mason Street Advisors, LLC ("MSA"), has contractually agreed to waive, at least until December 31, 2006, a portion of its 0.85% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 1.00% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 1.00% of the average daily net assets on an annual basis. /(b)/International Growth Portfolio MSA has contractually agreed to waive, at least until December 31, 2006, a portion of its 0.75% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 1.10% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 1.10% of the average daily net assets on an annual basis. Variable Executive Life Prospectus 3 /(c)/AllianceBernstein Mid Cap Value Portfolio MSA has contractually agreed to waive, at least until December 31, 2008, a portion of its 0.85% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 1.00% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 1.00% of the average daily net assets on an annual basis. /(d)/Janus Capital Appreciation Portfolio MSA has contractually agreed to waive, at least until December 31, 2008, a portion of its 0.80% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 0.90% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 0.90% of the average daily net assets on an annual basis. /(e)/Capital Guardian Domestic Equity Portfolio MSA has contractually agreed to waive, at least until December 31, 2006, a portion of its 0.61% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 0.75% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 0.75% of the average daily net assets on an annual basis. /(f)/T. Rowe Price Equity Income Portfolio MSA has contractually agreed to waive, at least until December 31, 2008, a portion of its 0.65% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 0.75% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 0.75% of the average daily net assets on an annual basis. /(g)/Asset Allocation Portfolio MSA has contractually agreed to waive, at least until December 31, 2006, a portion of its 0.56% management fee, up to the full amount of that fee, equal to the amount by which the Portfolio's total operating expenses exceed 0.75% of the Fund's average daily net assets on an annual basis and to reimburse the Portfolio for all remaining expenses after fee waivers which exceed 0.75% of the average daily net assets on an annual basis. /(h)/Money Market Portfolio MSA voluntarily waived its management fee for the period from December 2, 2002 through December 31, 2004. Without this waiver, operating expenses would have been higher. This waiver ended on December 31, 2004. Total Net Operating Expenses have been restated in the table for the year ended December 31, 2004, to reflect expenses without the fee waiver. /(j)/Fidelity(R) VIP Mid Cap Portfolio Effective February 1, 2005 the Portfolio's advisor, Fidelity Management & Research Company ("FMR"), has voluntarily agreed to reimburse the Portfolio to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, and extraordinary expenses), as a percentage of average net assets, exceeds 1.10%. This arrangement may be discontinued by FMR at any time. /(k)/Multi-Style Equity Fund The Fund's Manager, Frank Russell Investment Management Company (FRIMCo) has contractually agreed to waive, at least until April 30, 2006, a portion of its 0.78% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 0.87% of the Fund's average daily net assets on an annual basis and to reimburse the Fund for all remaining expenses, after fee waivers, which exceed 0.87% of the average daily net assets on an annual basis. /(l)/Aggressive Equity Fund FRIMCo has contractually agreed to waive, at least until April 30, 2006, a portion of its 0.95% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 1.05% of the Fund's average daily net assets on an annual basis and to reimburse the Fund for all remaining expenses, after fee waivers, which exceed 1.05% of the average daily net assets on an annual basis. /(m)/Non-U.S. Fund FRIMCo has contractually agreed to waive, at least until April 30, 2006, a portion of its 0.95% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 1.15% of the Fund's average daily net assets on an annual basis and to reimburse the Fund for all remaining expenses, after fee waivers, which exceed 1.15% of the average daily net assets on an annual basis. /(n)/Core Bond Fund FRIMCo has contractually agreed to waive, at least until April 30, 2006, a portion of its 0.60% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 0.70% of the Fund's average daily net assets on an annual basis and to reimburse the Fund for all remaining expenses, after fee waivers, which exceed 0.70% of the average daily net assets on an annual basis. /(o)/Real Estate Securities Fund FRIMCo has contractually agreed to waive, at least until April 30, 2006, a portion of its 0.85% management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed 1.10% of the Fund's average daily net assets on an annual basis and to reimburse the Fund for all remaining expenses, after fee waivers, which exceed 1.10% of the average daily net assets on an annual basis. 4 Variable Executive Life Prospectus Northwestern Mutual The Northwestern Mutual Life Insurance Company is a mutual life insurance company organized by a special act of the Wisconsin Legislature in 1857. It is licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. The total assets of Northwestern Mutual exceed $123.9 billion. Northwestern Mutual sells life and disability insurance policies and annuity contracts through its own field force of approximately 6,800 full time producing agents. Our Home Office is at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. "Northwestern Mutual," "we," "us" and "our" in this prospectus mean The Northwestern Mutual Life Insurance Company. The Account We established Northwestern Mutual Variable Life Account by action of our Trustees on November 23, 1983, in accordance with the provisions of Wisconsin insurance law. Under Wisconsin law the income, gains and losses, realized or unrealized, of the Account are credited to or charged against the assets of the Account without regard to our other income, gains or losses. We use the Account only for variable life insurance policies, including other variable life insurance policies which are described in other prospectuses. Northwestern Mutual is obligated to pay all amounts promised to Policy Owners, subject to the terms and conditions of the Policy. Furthermore, the portion of Account assets equal to policy reserves and liabilities will not be used to pay any liabilities of Northwestern Mutual, other than those arising from variable life insurance policies, although Northwestern Mutual does reserve the right to transfer Account assets in excess of this amount out of the Account. The Account is registered with the Securities and Exchange Commission as a unit investment trust under the Investment Company Act of 1940. This registration does not involve supervision of management or investment practices or policies. The Account has 24 divisions. All of the assets of each division are invested in shares of a corresponding Portfolio of one of the Funds described below. The Funds Each of Northwestern Mutual Series Fund, Inc, Fidelity(R) Variable Insurance Products Fund III, and the Russell Investment Funds is a mutual fund of the series type registered under the Investment Company Act of 1940 as an open-end management investment company ("Funds"). The Account buys shares of the series of the Funds identified below ("Portfolios") at their respective net asset values without sales charge. You may choose to allocate your purchase payments among twenty-four divisions and transfer values from one division to another, each of which corresponds with one of the Portfolios. Amounts you allocate among the divisions may grow in value, decline in value or grow less than you expect, depending on the investment performance of the corresponding underlying Portfolios. The investment objectives and types of investments for each Portfolio are set forth below. There can be no assurance that the Portfolios will realize their objectives. For more information about the investment objectives and policies, the attendant risk factors and expenses for each of the Portfolios described below, see the attached prospectuses. Read the prospectuses carefully before you invest. Northwestern Mutual Series Fund, Inc. All of the Series Fund's Portfolios are diversified, except for the Index 400 and Index 500 Stock Portfolios. The investment adviser for the Fund is Mason Street Advisors, LLC ("MSA"), our wholly-owned company. The investment advisory agreements for the respective Portfolios provide that MSA will provide services and bear certain expenses of the Fund. MSA employs a staff of investment professionals to manage the assets of the Fund and the other advisory clients of MSA. We provide related facilities and personnel, which are utilized by MSA in performing its investment advisory functions. MSA has retained Templeton Investment Counsel, LLC, Capital Guardian Trust Company, T. Rowe Price Associates, Inc., Alliance Capital Management L.P. and Janus Capital Management LLC under investment sub-advisory agreements to provide investment advice to the Portfolios bearing their names or derivatives thereof. Small Cap Growth Stock Portfolio The investment objective of the Small Cap Growth Stock Portfolio is long-term growth of capital. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in companies with market capitalizations that do not exceed the maximum market capitalization of any security in the Standard & Poor's SmallCap 600(R) Index ("S&P SmallCap 600(R) Index"). Securities are selected for their above-average growth potential giving consideration to factors such as, for example, company management, growth rate of revenues and earnings, opportunities for margin expansion and strong financial characteristics. T. Rowe Price Small Cap Value Portfolio The investment objective of the T. Rowe Price Small Cap Value Portfolio is long-term growth of capital. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in companies with market capitalizations that do not exceed the maximum market capitalization of any security in the S&P SmallCap 600(R) Index. Equity securities of small companies are selected based on management's belief that they are undervalued with good prospects for capital appreciation based on such measures as, for example, company book or asset values, earnings, cash flow and business franchises. Aggressive Growth Stock Portfolio The investment objective of the Aggressive Growth Stock Portfolio is long-term growth of capital. Normally, the Portfolio invests at least Variable Executive Life Prospectus 5 80% of net assets (plus any borrowings for investment purposes) primarily in stocks, and primarily in stocks of small and mid-sized companies selected for their above-average growth potential giving consideration to factors such as, for example, company management, growth rate of revenues and earnings, opportunities for margin expansion and strong financial characteristics. International Growth Portfolio The investment objective of the International Growth Portfolio is long-term growth of capital. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in the securities of issuers from countries outside the U.S. selected for their attractive growth potential based on management's assessment of a combination of solid fundamentals, attractive valuation and positive technical evaluation. Franklin Templeton International Equity Portfolio The investment objective of the Franklin Templeton International Equity Portfolio is long-term growth of capital. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities, with at least 65% of its net assets in securities of issuers from a minimum of three countries outside the U.S. that management believes are undervalued based on such measures as, for example, company book or asset values, earnings, cash flows and business franchises. AllianceBernstein Mid Cap Value Portfolio The investment objective of the AllianceBernstein Mid Cap Value Portfolio is long-term growth of capital; current income is a secondary objective. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in the equity securities of companies with market capitalizations between $1 and $10 billion that are determined to be undervalued. Index 400 Stock Portfolio The investment objective of the Index 400 Stock Portfolio is investment results that approximate the performance of the Standard & Poor's MidCap 400(R) Index ("S&P MidCap 400(R) Index"). Normally, the Portfolio invests in stocks included in the S&P MidCap 400(R) Index in proportion to their Index weightings to capture market performance of medium-sized companies using a computer program to determine which stocks should be purchased or sold. Janus Capital Appreciation Portfolio The investment objective of the Janus Capital Appreciation Portfolio is long-term growth of capital. Normally, the Portfolio invests in equity securities of companies of any market capitalization selected for their growth potential using a "bottom up" approach that involves considering companies one at a time. The Portfolio also may invest in special situations, meaning investments in securities of issuers that management believes will appreciate in value due to developments specific to the issuers. Growth Stock Portfolio The investment objective of the Growth Stock Portfolio is long-term growth of capital. Normally, the Portfolio invests primarily in the equity securities of well-established, medium and large capitalization companies that are selected for their above-average earnings growth potential, with an emphasis on high quality companies that have strong financial characteristics. Companies are identified using a "top down" approach that involves considering the economic outlook, identifying growth-oriented industries based on that outlook, and evaluating individual companies considering factors such as management, product outlook, global exposure, industry leadership position and financial characteristics. Large Cap Core Stock Portfolio The investment objective of the Large Cap Core Stock Portfolio is long-term growth of capital and income. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in equity securities of large capitalization companies that may include both "growth" and "value" stocks, and may represent high quality companies across all market sectors. The Portfolio seeks a dividend yield of at least 75% of the dividend yield of the Standard & Poor's 500(R) Composite Stock Index ("S&P 500(R) Index"). Because of the importance of current income and growth of income, dividend paying stocks are favored, but the Portfolio also may invest in non-dividend paying stocks. Capital Guardian Domestic Equity Portfolio The investment objective of the Capital Guardian Domestic Equity Portfolio is long-term growth of capital and income. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in the equity securities of U.S. issuers and securities whose principal markets are in the U.S., including American Depository Receipts (ADRs) and other U.S. registered securities. The Portfolio focuses on companies with records of growing earnings selling at attractive prices relative to their market and peers. In selecting investments, the Portfolio stresses companies with below market price/earnings and price/book ratios and above market dividend yields. Generally, the companies in which the Portfolio invests will have a market value of $1 billion dollars or more. T. Rowe Price Equity Income Portfolio The investment objective of the T. Rowe Price Equity Income Portfolio is long-term growth of capital and income. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in common stocks, with 65% in the stocks of well-established companies paying above-average dividends. Typically a value approach in selecting investments is employed, meaning that companies are selected based on management's belief that they are undervalued based on such measures as, for example, company book or asset values, earnings, cash flows and business franchises. Index 500 Stock Portfolio The investment objective of the Index 500 Stock Portfolio is investment results that approximate the performance of the S&P 500(R) Index. Normally, the Portfolio invests in stocks included in the S&P 500(R) Index in proportion to their Index weightings to capture broad market performance using a computer program to determine which stocks should be purchased or sold. 6 Variable Executive Life Prospectus Asset Allocation Portfolio The investment objective of the Asset Allocation Portfolio is to realize as high a level of total return as is consistent with reasonable investment risk. Normally, the Portfolio invests not more than 75% of net assets in either equity securities or debt securities with maturities greater than one year, and as much as 100% of net assets in cash or high quality short term debt securities. The Portfolio is actively managed to capitalize on changing financial markets and economic conditions, following a flexible policy for allocating assets according to a benchmark of 45-75% equities; 20-50% debt; and 0-20% cash or cash equivalents. Up to 50% of net assets may be invested in foreign stocks and up to 20% of net assets may be invested in non-investment grade obligations. Balanced Portfolio The investment objective of the Balanced Portfolio is to realize as high a level of total return as is consistent with prudent investment risk. Normally, the Portfolio invests in the stock, bond and money market sectors as described for the Index 500 Stock, Select Bond and Money Market Portfolios. Management attempts to capitalize on the variation in return potential produced by the interaction of changing financial markets and economic conditions, while maintaining a balance over time between investment opportunities and their associated potential risks by following a flexible policy of allocating assets across the three market sectors. Management also may adjust the percentage of assets in each market sector in response to changing market and economic conditions. High Yield Bond Portfolio The investment objective of the High Yield Bond Portfolio is to achieve high current income and capital appreciation. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in non-investment grade debt securities. The Portfolio invests in both domestic and foreign debt securities that are rated below investment grade by at least one major rating agency or, if unrated, determined by management to be of comparable quality. Securities are selected primarily based upon rigorous industry and credit analysis performed by management to identify companies that are believed to be attractively priced, or which have stable or improving fundamental financial characteristics, relative to the overall high yield market. High yield debt securities are often called "junk bonds." Select Bond Portfolio The investment objective of the Select Bond Portfolio is to realize as high a level of total return as is consistent with prudent investment risk; a secondary objective is to seek preservation of shareholders' capital. Normally, the Portfolio invests at least 80% of net assets (plus any borrowings for investment purposes) in a diversified portfolio of investment grade debt securities with maturities exceeding one year. The Portfolio invests in both domestic and foreign debt securities that are rated investment grade by at least one major rating agency or, if unrated, determined by management to be of comparable quality. Up to 20% of net assets may be invested in below investment grade securities. The Portfolio is actively managed to take advantage of changes in interest rates, credit quality and maturity based on management's outlook for the economy, the financial markets and other factors. This will increase portfolio turnover and may increase transaction costs and the realization of tax gains and losses. Money Market Portfolio The investment objective of the Money Market Portfolio is maximum current income consistent with liquidity and stability of capital. Normally, the Portfolio invests in high quality, short term money market instruments that present minimal credit risks as determined by management. Management will seek to maximize returns by trading to take advantage of changing money market conditions and trends and what they believe are disparities in yield relationships between different money market instruments. Fidelity(R) Variable Insurance Products Fund III VIP Mid Cap Portfolio The Fidelity(R) VIP Mid Cap Portfolio is a series of Variable Insurance Products Fund III. The Account buys Service Class 2 shares of the Fidelity(R) VIP Mid Cap Portfolio. The investment adviser for the Fidelity(R) VIP Mid Cap Portfolio is Fidelity Management & Research Company. The investment objective of the Fidelity(R) VIP Mid Cap Portfolio is to seek long term growth of capital. Normally, the Portfolio invests at least 80% of its assets in securities of companies with medium market capitalization. These are companies with market capitalizations similar to companies in the Russell Midcap(R) Index or the Standard & Poor's(R) MidCap 400 Index. The Portfolio normally invests primarily in common stocks. Russell Investment Funds The assets of each of the Portfolios comprising the Russell Investment Funds are invested by one or more investment management organizations researched and recommended by Frank Russell Company ("Russell"), and an affiliate of Russell, Frank Russell Investment Management Company ("FRIMCo"). FRIMCo also advises, operates and administers the Russell Investment Funds. Russell is our majority-owned subsidiary. Multi-Style Equity Fund The investment objective of the Multi-Style Equity Fund is to provide long term capital growth. The Multi-Style Equity Fund invests primarily in common stocks of medium and large capitalization companies, most of which are U.S. based. While market capitalization changes over time and there is not one universally accepted definition of the lines between large, medium and small capitalization companies, the Portfolio generally defines large and medium capitalization stocks as stocks of the largest 1,000 companies in the U.S. Aggressive Equity Fund The investment objective of the Aggressive Equity Fund is to provide long term capital growth. The Aggressive Equity Fund invests primarily in Variable Executive Life Prospectus 7 common stocks of small and medium capitalization companies, most of which are U.S. based. While market capitalization changes over time and there is not one universally accepted definition of the lines between large, medium and small capitalization companies, the Portfolio generally defines medium and small capitalization stocks as stocks of all but the largest 500 companies in the U.S. The Portfolio's investments may include companies that have been publicly traded for less than five years and smaller companies such as companies not listed in the Russell 2000(R) Index. Non-U.S. Fund The investment objective of the Non-U.S. Fund is to provide long term capital growth. The Non-U.S. Fund invests primarily in equity securities issued by companies domiciled outside the U.S. and in depositary receipts, which represent ownership of securities of non-U.S. companies. The Portfolio's investments span most of the developed nations of the world (particularly Europe and the Far East) to maintain a high degree of diversification among countries and currencies, and the Portfolio may invest up to approximately 5% of its net assets in emerging markets. This Portfolio may be appropriate for investors who want to reduce their investment portfolio's overall volatility by combining an investment in this Portfolio with investments in U.S. equity funds. Core Bond Fund The investment objective of the Core Bond Fund is to provide current income and the preservation of capital. The Core Bond Fund invests primarily in fixed- income securities. In particular, the Portfolio holds fixed income securities issued or guaranteed by the U.S. government and, to a lesser extent by non-U.S. governments, or by their respective agencies and instrumentalities. It also holds mortgage-backed securities, including collateralized mortgage obligations. The Portfolio also invests in corporate debt securities and dollar-denominated obligations issued in the U.S. by non-U.S. banks and corporations ("Yankee bonds"). The Portfolio may invest up to 25% of its assets in debt securities that are rated below investment grade. These securities are commonly referred to as "junk bonds." The Portfolio may invest in derivatives as a substitute for holding physical securities or to implement its investment strategies. Real Estate Securities Fund The investment objective of the Real Estate Securities Fund is to provide current income and long term capital growth. The Real Estate Securities Fund seeks to achieve its objective by concentrating its investments in equity securities of real estate companies, primarily companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties. The Portfolio may also invest in equity securities of other types of real estate-related companies. The Portfolio invests in companies which are predominantly U.S. based. - -------------------------------------------------------------------------------- Information About the Policy Availability Limitations We have designed the Variable Executive Life Policy for use with non-tax qualified executive benefit plans. We offer the Policy for use with corporate-sponsored plans where the first year premium for the plan will be at least $25,000. In addition, we offer this Policy where no corporate sponsor is involved and the first year premium for each Policy will be at least $25,000. We will permit exceptions in some cases and additional requirements may apply. Each case must be approved at our Home Office. Premiums The Policy permits you to pay premiums at any time before the Policy anniversary that is nearest the insured's 95th birthday and in any amounts within the limits described in this section. We use the Specified Amount you select when you purchase the Policy to determine the minimum initial premium. The minimum initial premium varies with the issue age and sex of the insured. We use the Target Premium to determine the sales load. The initial Target Premium is generally based on the modified endowment contract seven-pay limit for the initial Specified Amount and the age and sex of the insured. Increases and decreases in Specified Amount will be reflected in the Target Premium. After a Policy is issued, there are no minimum premiums, except that we will not accept a premium of less than $25. The Policy will remain inforce during the insured's lifetime so long as the Policy Value, less the amount of any Policy debt, is sufficient to pay the monthly cost of insurance charge and other current charges. The Policy sets no maximum on premiums, but we will accept a premium that would increase the net amount at risk only if the insurance, as increased, will be within our issue limits, the insured meets our insurability requirements and we receive the premium prior to the anniversary nearest the insured's 75th birthday. We will not accept a premium if it would disqualify the Policy as life insurance for federal income tax purposes. We will accept a premium, however, even if it would cause the Policy to be classified as a modified endowment contract. (See "Tax Considerations.") We accept premium payment by various means, including check and electronic funds transfer (EFT). 8 Variable Executive Life Prospectus Policy Value The Policy Value is the cumulative amount invested, less withdrawals, adjusted for daily investment results and interest on Policy debt, reduced by the charges for insurance and other expenses. Death Benefit Death Benefit Options The Policy provides for three death benefit options: Specified Amount (Option A) Specified Amount Plus Policy Value (Option B) See "Policy Value" above. Specified Amount Plus Premiums Paid (Option C) You select the Specified Amount when you purchase the Policy and, subject to our approval, you may make changes upon written request. Changes will be effective on the first monthly processing date following receipt of your request in our Home Office. Under any of the death benefit options the death benefit will be equal to the Policy Value at all times on and after the Policy anniversary nearest the 100th birthday of the insured. Death benefits will be paid on the death of the insured while the Policy is inforce. Subject to the terms and conditions of the Policy, the proceeds will be paid to a beneficiary or other payee after proof of the death of the insured is received in our Home Office. The amount of proceeds will be determined as of the date of death. We will pay interest on the proceeds from that date until payment is made. Minimum Death Benefit The Minimum Death Benefit is the amount required to maintain the Policy as life insurance for Federal income tax purposes. Under any of the death benefit options, we will increase the death benefit if necessary to meet this requirement. A Policy must satisfy one of two testing methods to qualify as life insurance for federal income tax purposes. You may choose either the Guideline Premium/Cash Value Corridor Test or the Cash Value Accumulation Test. Both tests require the Policy to meet minimum ratios, or multiples, of death benefit to the Policy Value. The minimum multiple decreases as the age of the insured advances. You make the choice of testing methods when you purchase a Policy and it may not be changed. For the Guideline Premium/Cash Value Corridor Test the minimum multiples of death benefit to the Policy Value are shown in the following table. Guideline Premium/Cash Value Corridor Test Multiples

For the Cash Value Accumulation Test the minimum multiples of death benefit to the Policy Value are calculated using net single premiums based on the attained age of the insured and the Policy's underwriting classification, using a 4% interest rate. The Guideline Premium/Cash Value Corridor Test has lower minimum multiples than the Cash Value Accumulation Test, usually resulting in better Cash Value accumulation for a given amount of premium and Specified Amount. This is because the Guideline Premium/Cash Value Corridor Test generally requires a lower death benefit and therefore a lower cost of insurance charge. But the Guideline Premium/Cash Value Corridor Test limits the amount of premium that may be paid in each Policy year. The Cash Value Accumulation Test has no such annual limitation, and allows more premium to be paid during the early Policy years. Death Benefit Changes After we issue a Policy you may change the death benefit option, or increase or decrease the Specified Amount, subject to our approval. Changes are subject to insurability requirements and issue limits. We will not permit a change if it results in a Specified Amount less than the minimum for a new Policy that we would issue on that date. A change in the death benefit option, or an increase or decrease in the Specified Amount, will be effective on the monthly processing date next following receipt of a written request at our Home Office. Variable Executive Life Prospectus 9 Administrative charges of up to $250 for a change in the death benefit option, and up to $25 per change for more than one change in the Specified Amount in a Policy year, may apply. We will deduct any such charges from the Policy Value. We are currently waiving these charges. A change in the death benefit option, or an increase or decrease in the Specified Amount, may have important tax effects. (See "Tax Considerations.") The cost of insurance charge will increase if a change results in a larger net amount at risk. (See "Charges Against the Policy Value.") Allocations to the Account We place the initial net premium in the Account on the Policy date. Net premiums you pay thereafter are placed in the Account on the date we receive them at our Home Office. Net premiums are premiums less premium expense charges. (See "Premium Expense Charges.") We invest premiums we place in the Account prior to the initial allocation date in the Money Market Division of the Account. If you pay the initial premium and we issue the Policy as applied for, the initial allocation date is identified in the Policy and is the date the application is approved. Otherwise the initial allocation date is the later of the date we receive the initial premium at our Home Office or the date the Policy is delivered to the owner. A different initial allocation date applies in those states which require a refund of at least the premium paid during the period when the Policy may be returned. In those states, the initial allocation date will be the later of the date we receive the initial premium at our Home Office or one day after the end of the period during which the Policy Owner has the right to return the Policy, based on the applicable state laws. (See "Right to Return Policy.") On the initial allocation date we invest the amount in the Money Market Division into the Account divisions as you have directed in the application for the Policy. You may change the allocation for future net premiums at any time by written request and the change will be effective for premiums we place in the Account thereafter. Allocations must be in whole percentages. You may transfer accumulated amounts from one division of the Account to another. We will make the transfer based upon the next valuation of Account assets in the affected divisions that we make after we receive the written request in our Home Office, provided it is in good order. Short Term and Excessive Trading Short term and excessive trading (sometimes referred to as "market timing") may present risks to a Portfolio's long-term investors because it can, among other things, disrupt Portfolio investment strategies, increase Portfolio transaction and administrative costs, require higher than normal levels of cash reserves to fund unusually large or unexpected redemptions, and adversely affect investment performance. These risks may be greater for Portfolios that invest in securities that may be more vulnerable to arbitrage trading including foreign securities and thinly traded securities, such as small cap stocks and non-investment grade bonds. These types of trading activities also may dilute the value of long-term investors' interests in a Portfolio if it calculates its net asset value using closing prices that are no longer accurate. Accordingly, we discourage market timing activities. To deter short term and excessive trading, we have adopted and implemented policies and procedures which are designed to control abusive trading practices. We seek to apply these policies and procedures uniformly to all Policy Owners, except to the extent we are prevented from doing so under applicable state or federal law or regulation. Any exceptions must be either expressly permitted by our policies and procedures or subject to an approval process described in them. Because exceptions are permitted, it is possible that investors may be treated differently and, as a result, some may be allowed to engage in trading activity that might be viewed as market timing. Among the steps we have taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions including the prohibition of more than twelve transfers among divisions under a single Policy during a Policy year. Further, an investor who is identified as having made a transfer in and out of the same division ("round trip transfer") in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers after the third such round trip transfer until the next Policy anniversary date, and sent a letter informing him of the restriction. Thereafter, the same investor will be similarly restricted after the second such round trip transfer. An investor who is identified as having made one or more round trip transfers within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a division will be sent a warning letter after the first such round trip transfer and will be restricted from making additional transfers until the next Policy anniversary date after the second such round trip transfer. Thereafter, the same investor will be similarly restricted after the first such round trip transfer. These limitations do not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost averaging, interest sweeps, or to initial allocations or changes in allocations. These policies and procedures may change from time to time in our sole discretion without notice; provided, however, Policy Owners would be given advance, written notice if the policies and procedures were revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. If we believe your trading activity is in violation of, or inconsistent with, our policies and procedures or otherwise is potentially disruptive to the interests of other investors, you may be asked to stop such activities and future investments, allocations or transfers by you may be rejected without notice. Because we retain discretion to determine what action is appropriate in a given situation, investors may be treated differently and some may be allowed to engage in activities that might be viewed as market timing. We intend to monitor events and the effectiveness of our policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring. 10 Variable Executive Life Prospectus However, we may not be able to identify all instances of abusive trading practices, nor completely eliminate the possibility of such activities, and there may be technological limitations on our ability to impose restrictions on the trading practices of Policy Owners. Charges and Expenses Premium Expense Charges We deduct a charge for taxes attributable to premiums from each premium. The total amount of this deduction is 3.6% of the premium. Of this amount, 2.35% is for state premium taxes. This 2.35% rate is an average rate since premium tax rates vary from state to state (they currently range from 0% to 3.5% of life insurance premiums). We do not expect to profit from this charge. The remainder of the deduction, 1.25% of each premium, is for federal income taxes measured by premiums. We believe that this charge does not exceed a reasonable estimate of our federal income taxes attributable to the treatment of deferred acquisition costs. We may change the charge for taxes to reflect any changes in the law. We generally deduct a charge, or "sales load" for sales costs from each premium. We expect to recover our expenses of selling and advertising ("distribution expenses") from this amount. Except as described below, the charge is 15% of premiums paid during the first Policy year up to the Target Premium, 6.8% of premiums paid during each of Policy years 2-6 up to the Target Premium, and 3% of all other premiums. The initial Target Premium is generally based on the modified endowment contract seven-pay limit for the initial Specified Amount and the issue age and sex of the insured. Increases and decreases in Specified Amount will be reflected in the Target Premium. (See "Modified Endowment Contracts.") The amount we deduct for costs in a Policy year are not specifically related to distribution expenses incurred in that year. To the extent that distribution expenses exceed the amounts deducted, we will pay the expenses from our other assets. These assets may include, among other things, any gain realized from the monthly charge against the Policy Value for the mortality and expense risks we have assumed, as described below. To the extent that the amounts deducted for distribution expenses exceed the amounts needed, we will realize a gain. In certain cases involving a group of Policies purchased by an employer, where large amounts of aggregate first year premium are anticipated, we may waive the sales load for those Policies in the group representing anticipated first year premiums in excess of an aggregate amount we determine from time to time. If you are such an employer, you must present a request for a waiver of the charge prior to the time you apply for the Policies. It generally will be to your economic advantage to have no sales load deducted from at least some Policies in a group, as those Policies will generally have higher values than Policies where a charge has been deducted. However, if you seek to provide similar Policies and values to similarly situated employees (for example, in cases where the Policies may be transferred to employees as part of an employee benefit plan), you may prefer to have the sales load determined on the same basis for all Policies in the group. Please ask your financial representative to provide you with further information on the waiver of sales loads. Charges Against the Policy Value We deduct a Monthly Policy Charge from the Policy Value on each monthly processing date. The Monthly Policy Charge includes the Cost of Insurance Charge, the Mortality and Expense Risk Charge, and the Monthly Administrative Charge. These three components of the Monthly Policy Charge are described in the following three paragraphs. As part of the Monthly Policy Charge, we deduct a Cost of Insurance Charge. We determine the amount by multiplying the net amount at risk by the cost of insurance rate. The net amount at risk is equal to the death benefit currently in effect less the Policy Value. The net amount at risk will be affected by investment performance, the amount and timing of premiums, and the charges and expenses for the Policy. The cost of insurance rate reflects the issue age, sex and risk classification of the insured, Policy date, Policy duration and presence of the Cash Value Amendment (if applicable). (See "Cash Value.") The maximum cost of insurance rates are included in the Policy. The second part of the Monthly Policy Charge is the Mortality and Expense Risk Charge. The maximum amount of the charge is equal to an annual rate of 0.90% (0.07500% monthly rate) of the Policy Value, less any Policy debt. Currently the charge is equal to an annual rate of 0.75% (0.06250% monthly rate) of Policy Value, less any Policy debt, for the first ten Policy years and 0.32% (0.02667% monthly rate) thereafter for Policies with the Cash Value Amendment, or 0.30% (0.02500% monthly rate) thereafter for Policies without the Cash Value Amendment. (See "Cash Value.") The mortality risk is that Insureds may not live as long as we estimated. The expense risk includes the risk that expenses of issuing and administering the Policies may exceed the estimated costs. We will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the Policies. The third part of the Monthly Policy Charge is the Monthly Administrative Charge of not more than $15 monthly for the first Policy year and $10 monthly thereafter. Currently this charge will be $5 monthly after the first Policy year. This charge is for administrative expenses, including costs of premium collection, processing claims, keeping records and communicating with Policy Owners. We do not expect to profit from this charge. In addition to the Monthly Policy Charge, we deduct a charge for the expenses and taxes associated with the Policy debt, if any. The aggregate charge is at the current annual rate of 0.75% (0.06250% monthly rate) of the Policy debt for the first 10 Policy years and 0.20% (0.01667% monthly rate) thereafter. The Policy provides for transaction fees to be deducted from the Policy Value on the dates on which transactions take place. These charges are $25 per change for more than one change in the Specified Amount in a Policy year, withdrawals or transfers of assets among the divisions of the Account if more than twelve transfers take place in a Policy year. The fee for a change in the death benefit option is $250. Currently we are waiving all of these fees. Variable Executive Life Prospectus 11 We will apportion deductions from the Policy Value among the divisions of the Account in proportion to the amounts invested in the divisions. For policies with the Monthly Charges From One Division Amendment, the Policy owner may elect in writing to have Cost of Insurance Charges, Mortality and Expense Risk Charges, Monthly Administrative Charges, and charges for expenses and taxes associated with the Policy debt, if any, deducted from one division. We reserve the right to determine which divisions to make available for this election. Currently, the Money Market Division is available for this election. If the amount in the specified division is not sufficient to pay these charges, the remainder of these charges is deducted from each division in proportion to the amounts invested in the divisions. This amendment is available only to corporate-sponsored plans where at least five Policies will be issued, each on a life of a different eligible insured person. Expenses of the Funds The investment performance of each division of the Account reflects all expenses borne by the corresponding Portfolio. (See Fee and Expense Tables--Annual Fund Operating Expenses and the attached mutual fund prospectuses.) Policies Issued Prior to November 8, 1999 For Policies issued prior to November 8, 1999, including Policies issued after that date in states where the current Policy form had not been approved at the time of policy issuance, the deduction from premiums for sales costs is 15% of premiums paid during the first Policy year up to the Target Premium and 3% of all other premiums. Cash Value You may surrender a Policy for the Cash Value at any time during the lifetime of the insured. The Cash Value for the Policy will change daily in response to investment results. No minimum Cash Value is guaranteed. The Cash Value is equal to the Policy Value reduced by any Policy debt outstanding. We determine the Cash Value for a Policy at the end of each valuation period. Each business day, together with any non-business days before it, is a valuation period. A business day is any day on which the New York Stock Exchange is open for trading. In accordance with the requirements of the Investment Company Act of 1940, we may also determine the Cash Value for a Policy on any other day on which there is sufficient trading in securities to materially affect the value of the securities held by the Portfolios. You may effectively accomplish a partial surrender of your Policy by a withdrawal of Policy Value. (See "Withdrawals of Policy Value.") Policies with the Cash Value Amendment The Cash Value of the Policy is increased in the first, second, and third Policy years assuming the Policy is not in a grace period on the date on which you surrender the Policy. The increase in Cash Value in the first three policy years is (c) multiplied by the sum of (a) plus (b), where: (a) is the cumulative sales load deducted from premiums paid to date, (b) is 4% of the sum of premiums paid to date, and (c) is an adjustment factor equal to 100.00% in the first Policy year, 66.67% in the second Policy year, and 33.33% in the third Policy year. This increase in Cash Value is available only for Policies issued on or after January 15, 2003 to corporate-sponsored plans where at least five Policies will be issued, each on a life of a different eligible insured person. This increase in Cash Value is not available for Policies (1) for individuals where no corporate sponsor is involved, (2) for corporate-sponsored plans with fewer than five Policies, and (3) for corporate-sponsored plans issued prior to January 15, 2003. Policies with the Return of Sales Load Amendment The Cash Value of the Policy is increased in the first, second, and third Policy years assuming the Policy is not in a grace period on the date on which you surrender the Policy. During the first Policy year the Cash Value is increased by the amount of sales loads previously deducted from premiums, during the second Policy year the Cash Value is increased by 66.67% of previous sales load deductions and during the third Policy year the Cash Value is increased by 33.33% of the previous sales load deductions. This increase in Cash Value is available only for policies issued November 8, 1999 or later in approved states, but before approval of the Cash Value Amendment described above, to corporate-sponsored plans where at least five policies will be issued, each on a life of a different eligible insured person. This increase in Cash Value is not available in New Jersey. Policies Issued Prior to November 8, 1999 For policies issued prior to November 8, 1999, including policies issued after that date in states where the current Policy form had not been approved, the Cash Value of the Policy is increased in the first and second Policy years assuming the Policy is not in a grace period on the date on which you surrender the Policy. During the first Policy year the Cash Value is increased by the amount of sales load deducted from premiums, and during the second Policy year the Cash Value is increased by 50% of previous sales load deductions. This increase in Cash Value is not available in New Jersey. Policy Loans You may borrow up to 90% of the Policy Value using the Policy as security. If a Policy loan is already outstanding, the maximum amount for any new loan is 90% of the Policy Value, less the amount already borrowed. Interest on a Policy loan accrues and is payable on a daily basis at an annual effective rate of 5%. We add unpaid interest to the amount of the loan. If the amount of the loan equals or exceeds the Policy Value on a monthly processing date, the Policy will enter the grace period. (See "Termination and Reinstatement.") We will send you a notice at least 61 days before the termination date. The notice will show how much you must pay to keep the Policy inforce. We will take the amount of a Policy loan from the Account divisions in proportion to the amounts in the divisions. We will transfer the amounts withdrawn to our general account and will credit them on a daily basis with an annual earnings rate equal to the 5% Policy loan interest rate. A Policy loan, even if you repay it, will have a permanent effect on the 12 Variable Executive Life Prospectus Policy Value because the amounts borrowed will not participate in the Account's investment results while the loan is outstanding. The effect may be either favorable or unfavorable depending on whether the earnings rate credited to the loan amount is higher or lower than the rate credited to the unborrowed amount left in the Account. You may repay a Policy loan, and any accrued interest outstanding, in whole or in part, at any time. We will credit payments as of the date we receive them and will transfer those amounts from our general account to the Account divisions, in proportion to the premium allocation in effect, as of the same date. A Policy loan may have important tax consequences. (See "Tax Considerations.") Withdrawals of Policy Value You may make a withdrawal of Policy Value. A withdrawal may not reduce the loan value to less than any Policy debt outstanding. The loan value is 90% of the Policy Value. A withdrawal amount may not reduce the Specified Amount to less than the minimum amount we would issue at the time of the withdrawal. Following a withdrawal the remaining Policy Value, less any Policy debt outstanding, must be at least three times the current monthly charges for the cost of insurance and other expenses. The minimum amount for withdrawals is $250. We permit up to four withdrawals in a Policy year. An administrative charge of up to $25 may apply, but we are currently waiving this charge. A withdrawal of Policy Value decreases the death benefit and may also decrease the Specified Amount. The amount of the decrease depends on the death benefit option and the amount of any prior increases in death benefit required to meet the definitional requirements for life insurance for federal income tax purposes. In some situations, the death benefit may decrease by more than the amount of the withdrawal. We will take the amount withdrawn from Policy Value from the Account divisions in proportion to the amounts in the divisions. The Policy makes no provision for repayment of amounts withdrawn. A withdrawal of Policy Value may have important tax consequences. (See "Tax Considerations.") Termination and Reinstatement If the Policy Value, less any Policy debt outstanding, is less than the monthly charges for the cost of insurance and other expenses on any monthly processing date, we allow a grace period of 61 days for a premium payment to keep the Policy inforce. The grace period begins on the date that we send you a notice. The notice will state the minimum amount of premium required to keep the Policy inforce and the date by which you must pay the premium. The Policy will terminate unless you pay the required amount before the grace period expires. After a Policy has terminated, it may be reinstated within one year. The insured must provide satisfactory evidence of insurability. The minimum amount of premium required for reinstatement will be the monthly charges that were due when the Policy terminated plus the charges for three more months. Reinstatement of a Policy will be effective on the first monthly processing date after an application for reinstatement is received at our Home Office, subject to our approval. Any Policy debt that was outstanding when the Policy terminated will also be reinstated. The Policy Value when a Policy is reinstated is equal to the premium paid, less premium expense charges, less the sum of all monthly charges for the cost of insurance and other expenses for the grace period and for the current month. Any Policy debt on the date of termination will also be reinstated and added to the Policy Value. We will allocate the Policy Value less Policy debt among the Account divisions based on the allocations for premiums currently in effect. A Policy may not be reinstated after the Policy has been surrendered for its Cash Value. See "Tax Considerations" for a discussion of the tax effects associated with termination and reinstatement of a Policy. Right to Return Policy You may return a Policy within 45 days after you signed the application for insurance or within 10 days (or later where required by state law) after you receive the Policy, whichever is later. You may mail or deliver the Policy to the Financial Representative who sold it or to our Home Office. If you return it, we will consider the Policy void from the beginning. We will refund the sum of the amounts deducted from the premium paid plus the value of the Policy in the Account on the date we receive a written request for the return of the premium at our Home Office. In some states, the amount we refund will not be less than the premium you paid. Other Policy Provisions Owner The owner is identified in the Policy. The owner may exercise all rights under the Policy while the insured is living. Ownership may be transferred to another. We must receive written proof of the transfer at our Home Office. "You" in this prospectus means the owner or prospective purchaser of a Policy. Beneficiary The beneficiary is the person to whom the death benefit is payable. The beneficiary is named in the application. After we issue the Policy you may change the beneficiary in accordance with the Policy provisions. Incontestability We will not contest a Policy after it has been inforce during the lifetime of the insured for two years from the date of issue. We will not contest an increase in the amount of insurance that was subject to insurability requirements after the increased amount has been inforce during the lifetime of the insured for two years from the date of issuance of the increase. Suicide If the insured dies by suicide within one year from the date of issue, the amount payable under the Policy will be limited to the premiums paid, less the amount of any Policy debt and withdrawals. If the insured dies by suicide within one year of the date of issuance of an increase in the amount of insurance, which was subject to insurability requirements, the Variable Executive Life Prospectus 13 amount payable with respect to the increase will be limited to the amounts charged for the cost of insurance and other expenses attributable to the increase. Misstatement of Age or Sex If the age or sex of the insured has been misstated, we will adjust the charges for cost of insurance and other expenses under a Policy to reflect the correct age and sex. Collateral Assignment You may assign a Policy as collateral security. We are not responsible for the validity or effect of a collateral assignment and will not be deemed to know of an assignment before receipt of the assignment in writing at our Home Office. Deferral of Determination and Payment We will ordinarily pay Policy benefits within seven days after we receive all required documents at our Home Office. However, we may defer determination and payment of benefits during any period when it is not reasonably practicable to value securities because the New York Stock Exchange is closed or an emergency exists or the Securities and Exchange Commission, by order, permits deferral for the protection of Policy Owners. Dividends The Policy may share in our divisible surplus to the extent that the Policy contributes to the surplus. Since we do not expect the Policies to contribute to divisible surplus, we do not expect to pay any dividends. Voting Rights We are the owner of the Fund shares in which all assets of the Account are invested. As the owner of the shares we will exercise our right to vote the shares to elect directors of the Funds, to vote on matters required to be approved or ratified by Fund shareholders under the Investment Company Act of 1940 and to vote on any other matters that may be presented to any shareholders' meeting of the Funds. However, we will vote the shares held in the Account in accordance with instructions received from Policy Owners, but may change this voting policy if required to do so by applicable Federal law. We will vote any shares for which we do not receive instructions and shares held in our general account in the same proportions as the shares for which voting instructions are received from Policy Owners. If the applicable laws or regulations change so as to permit us to vote the shares in our own discretion, we may elect to do so. The number of shares for each division of the Account for which a Policy Owner may give instructions is determined by dividing the amount of the Policy's Cash Value apportioned to that division, if any, by the per share value for the corresponding Portfolio. The number will be determined as of a date we choose, but not more than 90 days before the shareholders' meeting. Fractional votes are counted. We will solicit voting instructions with written materials at least 14 days before the meeting. We may, if required by state insurance regulations, disregard voting instructions which would require shares to be voted for a change in the sub-classification or investment objectives of a Portfolio, or to approve or disapprove an investment advisory agreement for a Portfolio. We may also disregard voting instructions that would require changes in the investment policy or investment adviser for a Portfolio, provided that we reasonably determine to take this action in accordance with applicable federal law. If we disregard voting instructions we will include a summary of the action and reasons therefore in the next semiannual report to the owners of the Policies. Substitution of Fund Shares and Other Changes If, in our judgment, a Portfolio or Fund becomes unsuitable for continued use with the Policies because of a change in investment objectives or restrictions, shares of another Portfolio or Fund or another mutual fund may be substituted. Any substitution of shares will be subject to any required approval of the Securities and Exchange Commission, the Wisconsin Commissioner of Insurance or other regulatory authority. We have also reserved the right, subject to applicable federal and state law, to operate the Account or any of its divisions as a management company under the Investment Company Act of 1940, or in any other form permitted, or to terminate registration of the Account if registration is no longer required, and to change the provisions of the Policies to comply with any applicable laws. In the event we take any of these actions, we may make an appropriate endorsement of your Policy and take other actions to carry out what we have done. Reports At least once each Policy year you will receive a statement showing the death benefit, Cash Value, Policy Value and any Policy loan, including loan interest. This report will show the apportionment of invested assets among the Account divisions. You will also receive annual and semiannual reports, including financial statements. Financial Statements Financial statements of the Account are incorporated by reference into the Statement of Additional Information from the Account's Annual Report to Policy Owners. The financial statements of Northwestern Mutual appear in the Statement of Additional Information. To receive a copy of the Annual Report and/or the Statement of Additional Information containing such financial statements, call 1-888-455-2232. Legal Proceedings We are engaged in litigation of various kinds which, in our judgment, is not of material importance in relation to our total assets. There are no pending legal proceedings to which the Account is a party. Illustrations Your Northwestern Mutual Financial Representative will provide you with illustrations for a Policy upon your request. The illustrations show how the death benefit and Cash Value for a Policy would vary based on hypothetical investment results. The illustrations will be based on the information you 14 Variable Executive Life Prospectus give us about the insured person and will reflect such factors as the Specified Amount, death benefit option and premium payments that you select. These should be based upon realistic expectations given your own individual situation. Illustrations for variable life insurance policies do not project or predict investment results. The illustrated values assume that non-guaranteed elements such as policy charges and level investment returns will not change. Given the volatility of the securities markets over time, the illustrated scenario is unlikely to occur and the policy's actual Cash Value, death benefit, and certain expenses (which will vary with the investment performance of the portfolios) will be more or less than those illustrated. In addition, the actual timing and amounts of payments, deductions, expenses and any values removed from the policy will also impact product performance. Due to these variations, even a portfolio that averaged the same return as illustrated will produce values which will be more or less than those which were originally illustrated. Tax Considerations General The following discussion provides a general description of federal income tax considerations relating to the Policy. The discussion is based on current provisions of the Internal Revenue Code ("Code") as currently interpreted by the Internal Revenue Service. We do not intend this as tax advice. The discussion is not exhaustive, it does not address the likelihood of future changes in federal income tax law or interpretations thereof, and it does not address state or local tax considerations which may be significant in the purchase and ownership of a Policy. The Economic Growth and Tax Relief Reconciliation Act of 2001, enacted on June 7, 2001, made substantial changes to the estate, gift and generation skipping transfer tax. The Act increases the amount of an estate exempt from tax from $675,000 in 2001 to $1 million in 2002, $2 million in 2006 and $3.5 million in 2009. The Act reduces the top estate, gift and generation skipping transfer tax rate from 55% in 2001 to 45% in 2009. In 2010, the estate tax and generation skipping transfer tax are repealed and the gift tax is reduced to 35%. All of these changes are sunsetted or repealed in 2011, unless extended or made permanent. It is generally believed that the estate tax repeal will not be made permanent but that further changes may be made. Life Insurance Qualification Section 7702 of the Code defines life insurance for federal income tax purposes. The Code provides two alternative tests for determining whether the death benefit is a sufficient multiple of the Policy Value. (See "Choice of Tests for Tax Purposes.") We have designed the Policy to comply with these rules. We will return premiums that would cause a Policy to be disqualified as life insurance, or take any other action that may be necessary for the Policy to qualify as life insurance. Section 817(h) of the Code authorizes the Secretary of the Treasury to set standards for diversification of the investments underlying variable life insurance policies. Final regulations have been issued pursuant to this authority. Failure to meet the diversification requirements would disqualify the Policies as life insurance for purposes of Section 7702 of the Code. We intend to comply with these requirements. On July 24, 2003, the Internal Revenue Service issued Rev. Ruls. 2003-91 and 2003-92 that provide guidance on when a policy owner's control of separate account assets will cause the policy owner, and not the life insurance company, to be treated as the owner of those assets. Important indicators of investor control are the ability of the policy owner to select the investment advisor, the investment strategy or particular investments of the separate account. If the owner of a policy were treated as the owner of the mutual fund shares held in the Account, the income and gains related to those shares would be included in the owner's gross income for federal income tax purposes. We believe that we own the assets of the Account under current federal income tax law. Tax Treatment of Life Insurance While a Policy is inforce, increases in the Policy Value as a result of investment experience are not subject to federal income tax until there is a distribution as defined by the Code. The death benefit received by a beneficiary will not be subject to federal income tax. Unless the Policy is a modified endowment contract, as described below, a loan received under a Policy will not be treated as a distribution subject to current federal income tax. Interest paid by individual owners of the Policies will ordinarily not be deductible. You should consult a qualified tax advisor as to the deductibility of interest paid, or accrued, by other purchasers of the Policies. (See "Other Tax Considerations.") As a general rule, the proceeds from a withdrawal of Policy Value will be taxable only to the extent that the withdrawal exceeds the basis of the Policy. The basis of the Policy is generally equal to the premiums paid less any amounts previously received as tax-free distributions. In certain circumstances, a withdrawal of Policy Value during the first 15 Policy years may be taxable to the extent that the Policy Value exceeds the basis of the Policy. This means that the amount withdrawn may be taxable even if that amount is less than the basis of the Policy. Caution must be used when taking cash out of a Policy through policy loans. If interest is not paid annually, it is added to the principal amount and the total amount will continue to accrue for as long as the loan is maintained on the Policy. If the Policy remains inforce until death, the loan will be repaid from the tax-free death benefit. However, if the Policy terminates by any method other than death, the total Cash Value of the Policy, plus the total amount of the loan, will be taxable to the extent it exceeds the basis of the Policy. In extreme situations, Policy Owners can face what is called the "surrender squeeze". The surrender squeeze occurs when there is neither enough unborrowed value remaining in the Policy to cover the interest payment required to keep the Policy inforce, nor to cover the tax due if the Policy terminates. Either the interest would have to be paid annually or the Policy would terminate and any income tax due would have to be paid with other assets. Variable Executive Life Prospectus 15 Special tax rules may apply when ownership of a Policy is transferred. You should seek qualified tax advice if you plan a transfer of ownership. Modified Endowment Contracts A Policy will be classified as a modified endowment contract if the cumulative premium paid during the first seven Policy years exceeds a defined "seven-pay" limit. The seven-pay limit is based on a hypothetical life insurance policy issued on the same insured person and for the same initial death benefit which, under specified conditions (which include the absence of expense and administrative charges) will be fully paid for after seven level annual payments. A Policy will be treated as a modified endowment contract unless cumulative premiums paid under the Policy, at all times during the first seven Policy years, are less than or equal to the cumulative seven-pay premiums which would have been paid under the hypothetical policy on or before such times. Whenever there is a "material change" under a Policy, it will generally be treated as a new contract for purposes of determining whether the Policy is a modified endowment contract, and subjected to a new seven-pay period and a new seven-pay limit. The new seven-pay limit would be determined taking into account the Policy Value of the Policy at the time of such change. A materially changed Policy would be considered a modified endowment contract if it failed to satisfy the new seven-pay limit. A material change could occur as a result of a change in the death benefit option, a change in the Specified Amount, and certain other changes. If the benefits are reduced during the first seven Policy years after entering into the Policy (or within seven years after a material change), for example, by requesting a decrease in the Specified Amount or, in some cases, by lapsing the Policy or making a withdrawal of Policy Value, the seven-pay premium limit will be redetermined based on the reduced level of benefits and applied retroactively for purposes of the seven-pay test. If the premiums previously paid are greater than the recalculated seven-pay premium limit, the Policy will become a modified endowment contract. A life insurance policy which is received in exchange for a modified endowment contract will also be considered a modified endowment contract. If a Policy is a modified endowment contract, any distribution from the Policy will be taxed on a gain-first basis. Distributions for this purpose include a loan (including any increase in the loan amount to pay interest on an existing loan or an assignment or a pledge to secure a loan) or a withdrawal of Policy Value. Any such distributions will be considered taxable income to the extent the Policy Value exceeds the basis in the Policy. For modified endowment contracts, the basis would be increased by the amount of any prior loan under the Policy that was considered taxable income. For purposes of determining the taxable portion of any distribution, all modified endowment contracts issued by Northwestern Mutual to the same policy owner (excluding certain qualified plans) during any calendar year are to be aggregated. The Secretary of the Treasury has authority to prescribe additional rules to prevent avoidance of gain-first taxation on distributions from modified endowment contracts. A 10% penalty tax will apply to the taxable portion of a distribution from a modified endowment contract. The penalty tax will not, however, apply to distributions (i) to taxpayers 59 1/2 years of age or older, (ii) in the case of a disability (as defined in the Code) or (iii) received as part of a series of substantially equal periodic annuity payments for the life (or life expectancy) of the taxpayers or the joint lives (or joint life expectancies) of the taxpayer and his beneficiaries. If a Policy is surrendered, the excess, if any, of the Policy Value over the basis of the Policy will be subject to federal income tax and, unless one of the above exceptions applies, the 10% penalty tax. The exceptions generally do not apply to life insurance policies owned by corporations or other entities. If a Policy terminates while there is a Policy loan, the cancellation of the loan and accrued loan interest will be treated as a distribution to the extent not previously treated as such and could be subject to tax, including the penalty tax, as described under the above rules. If a Policy becomes a modified endowment contract, distributions that occur during the Policy year it becomes a modified endowment contract and any subsequent Policy year will be taxed as described in the two preceding paragraphs. In addition, distributions from a Policy within two years before it becomes a modified endowment contract will be subject to tax in this manner. This means that a distribution made from a Policy that is not a modified endowment contract could later become taxable as a distribution from a modified endowment contract. The Secretary of the Treasury has been authorized to prescribe rules which would treat similarly other distributions made in anticipation of a policy becoming a modified endowment contract. Other Tax Considerations Business-owned life insurance may be subject to certain additional rules. Section 264(a)(1) of the Code generally disallows a deduction for premiums paid on Policies by anyone who is directly or indirectly a beneficiary under the Policy. Increases in Policy Value may also be subject to tax under the corporation alternative minimum tax provisions. Section 264(a)(4) of the Code limits the Policy Owner's deduction for interest on loans taken against life insurance policies to interest on an aggregate total of $50,000 of loans per covered life only with respect to life insurance policies covering key persons. Generally, a key person means an officer or a 20% owner. However, the number of key persons will be limited to the greater of (a) five individuals, or (b) the lesser of 5% of the total officers and employees of the taxpayer or 20 individuals. Deductible interest for these Policies will be subject to limits based on current market rates. In addition, Section 264(f) disallows a proportionate amount of a business' interest deduction on non-life insurance indebtedness based on the amount of unborrowed Cash Value of non-exempt life insurance policies held in relation to other business assets. Exempt policies include policies held by natural persons unless the business is a direct or indirect beneficiary under the policy and policies owned by a business and insuring employees, directors, officers and 20% owners (as well as joint policies insuring 20% owners and their spouses). 16 Variable Executive Life Prospectus Congress also is considering limiting the tax free death benefit on business-owned life insurance to policies insuring highly compensated employees who consent to the coverage. Finally, life insurance purchased under a split dollar arrangement is subject to special tax rules. Under prior Internal Revenue Service rulings, a split dollar arrangement was taxable to the employee in the amount of the annual value of the economic benefit to the employee measured by the insurer's lowest one year term rates as defined by the various Internal Revenue Service rulings or the government's P.S. 58 rate table. Then on January 3, 2002, the Internal Revenue Service published Notice 2002-8 which: (1) provided that, until the issuance of further guidance, life insurance protection can be valued using Table 2001 rates or the insurer's lower one year term rates (after 2003, the alternate term rates for arrangements entered into after January 28, 2002 must satisfy additional sales requirements); and (2) provided that, for split dollar arrangements entered into prior to the publication of final regulations, (a) the annual accrual of income will not, by itself, be enough to trigger a taxable transfer; (b) equity (cash surrender value in excess of the amount payable to the employer) will not be taxed regardless of the level of the employer's economic interest in the life insurance policy as long as the value of the life insurance protection is treated and reported as an economic benefit; (c) the employee can elect loan treatment at any time, provided all premiums paid by the employer are treated as a loan entered into at the beginning of the first year in which payments are treated as loans; and (d) for arrangements entered into before January 28, 2002, equity is not taxed if the split dollar arrangement is terminated prior to January 1, 2004 or if the arrangement is converted to a loan beginning on or after January 1, 2004 and all payments by the employer from the beginning of the arrangement are treated as loans. On September 17, 2003, the Treasury and Internal Revenue Service issued final regulations regarding the taxation of split dollar arrangements. The regulations provide that split dollar arrangements must be taxed under one of two mutually exclusive tax regimes depending on the ownership of the underlying life insurance policy. Collateral assignment split dollar arrangements, in which the employee owns the policy, must be taxed under a loan regime. Where such an arrangement imposes a below market or no interest rate, the employee is taxed on the imputed interest under Section 7872 of the Code. Endorsement split dollar arrangements, in which the employer owns the policy, must be taxed under an economic benefit regime. Under this regime, the employee is taxed each year on (i) the current life insurance protection transferred to the employee, (ii) the amount of policy Cash Value to which the employee has current access, and (iii) the value of any other economic benefits provided to the employee during the taxable year. The final regulations apply only to arrangements entered into or materially changed after September 17, 2003. The Treasury and the Internal Revenue Service are currently developing additional guidance on the appropriate method of valuing life insurance protection in split-dollar arrangements. On October 22, 2004, new requirements for nonqualified deferred compensation plans were enacted as part of the American Jobs Creation Act of 2004. The law applies to deferrals after December 31, 2004 and imposes conditions on the timing of deferrals, distribution triggers, funding mechanisms and reporting requirements. Nonqualified deferred compensation plans that fail to meet these conditions are taxed currently on all compensation previously deferred and interest earned thereon and assessed an additional 20% penalty. The law does not limit the use of life insurance as an informal funding mechanism for nonqualified deferred compensation plans but leaves open the question of whether split dollar arrangements will be treated as nonqualified deferred compensation plans and will be required to comply with the new rules. Further guidance is expected on this issue. Depending on the circumstances, the exchange of a Policy, a Policy loan, a change in ownership or an assignment of the Policy may have federal income tax consequences. In addition, federal, state and local transfer, estate, inheritance, and other tax consequences of Policy ownership, premium payments and receipt of Policy proceeds depend on the circumstances of each Policy Owner or beneficiary. If you contemplate any such transaction you should consult a qualified tax adviser. On July 30, 2002, the Sarbanes-Oxley Act of 2002 was signed into law. One provision of the Act provides that it is a criminal offense for a public employer to extend or arrange a personal loan to a director or executive officer after July 30, 2002. One issue that has not been clarified is whether each premium paid by a public employer under a split dollar arrangement with a director or executive officer is a personal loan subject to the new law. On February 28, 2003 and December 29, 2003, the Treasury and the Internal Revenue Service issued regulations that require taxpayers to annually report all "reportable transactions" as defined in the regulations. "Reportable transactions" include transactions that are offered under conditions of confidentiality as to tax treatment and involve an advisor who receives a fee of $250,000 or more, investments by a public company or a business with assets of $100 million or more that produce a book-tax difference of $10 million or more, or transactions that include a tax indemnity. Rev. Proc. 2003-25 further held that the purchase of life insurance policies by a business does not, by itself, constitute a "reportable transaction." Variable Executive Life Prospectus 17 More information about Northwestern Mutual Variable Life Account ("Account") is included in a Statement of Additional Information (SAI), which is incorporated by reference in this prospectus and is available free of charge from The Northwestern Mutual Life Insurance Company. To request a free copy of the Account's SAI, or current annual or semi-annual report, call us at 1-888-455-2232. Information about the Account (including the SAI) can be reviewed and copied at the Public Reference Room of the Securities and Exchange Commission (SEC) in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. Reports and other information about the Account are available on the SEC's Internet site at http://www.sec.gov, or they may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 450 Fifth Street, NW, Washington, DC 20549-0102. Your Northwestern Mutual Financial Representative will provide you with illustrations for a Variable Executive Life Policy free of charge upon your request. The illustrations show how the death benefit, invested assets and cash surrender value for a Policy would vary based on hypothetical investment results. Your Northwestern Mutual Financial Representative will also respond to other inquiries you may have regarding the Policy, or you may contact the Variable Life Service Center at 1-866-424-2609. Investment Company Act File No. 811-3989 STATEMENT OF ADDITIONAL INFORMATION April 29, 2005 VARIABLE EXECUTIVE LIFE A Flexible Premium Variable Life Insurance Policy (the "Policy") Issued by The Northwestern Mutual Life Insurance Company and Northwestern Mutual Variable Life Account - -------------------------------------------------------------------------------- This Statement of Additional Information ("SAI") is not a prospectus, but supplements and should be read in conjunction with the prospectus for the Policy identified above and dated the same date as this SAI. The prospectus may be obtained by writing The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, calling telephone number (414) 271-1444, or visiting the website www.nmfn.com. The (i) statement of assets and liabilities as of the end of the most recent fiscal year, (ii) the statement of operations for the most recent fiscal year, and (iii) the changes in equity for the two most recent fiscal years from the audited financial statements of the Northwestern Mutual Variable Life Account (the "Account"), and the related notes and the report of the independent registered public accounting firm thereon from the Account's Annual Report to Policy Owners for the year ended December 31, 2004 are incorporated by reference into this SAI. See "Financial Statements of the Account." No other information is incorporated by reference. - -------------------------------------------------------------------------------- B-1 TABLE OF CONTENTS Page ---- DISTRIBUTION OF THE POLICIES.................................................B-3 EXPERTS......................................................................B-3 FINANCIAL STATEMENTS OF THE ACCOUNT..........................................B-3 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL..................................F-1 B-2 DISTRIBUTION OF THE POLICIES The Policies are offered on a continuous basis exclusively through individuals who, in addition to being life insurance agents of Northwestern Mutual, are registered representatives of Northwestern Mutual Investment Services, LLC ("NMIS"). NMIS is our wholly-owned company. The principal business address of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. NMIS may be considered the underwriter of the Policies for purposes of the federal securities laws. The following amounts of commissions were paid on sales of variable life insurance policies issued in connection with the Account during each of the last three years: Year Amount ---- ----------- 2004 $84,959,069 2003 $85,607,978 2002 $97,054,099 Commissions paid to our agents will not exceed 15% of the collected premium up to the Target Premium for the first year, 5.75% of the premium up to the Target Premium for the second through sixth years, up to 2.75% of the Target Premium thereafter and up to 2.75% in excess of Target Premium after the first year. During the sixth Policy year and thereafter agents will receive compensation at the annual rate of .20% of the Adjusted Policy Value. Agents who meet certain productivity and persistency standards receive additional compensation. We may pay new agents differently during a training period. General agents and district agents who are registered representatives of NMIS and have supervisory responsibility for sales of the Policies receive commission overrides and other compensation. EXPERTS The financial statements of the Account, and the related notes and report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, contained in the Annual Report to Policy Owners for the fiscal year ended December 31, 2004, that are incorporated by reference in this Statement of Additional Information, and the financial statements of Northwestern Mutual, and the related notes and report of PricewaterhouseCoopers LLP for the fiscal year ended on the same date that have been included in this Statement of Additional Information are so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP provides audit services for the Account. The address of PricewaterhouseCoopers LLP is 100 East Wisconsin Avenue, Suite 1500, Milwaukee, Wisconsin 53202. FINANCIAL STATEMENTS OF THE ACCOUNT The financial statements of the Account, related notes and the related report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, contained in the Annual Report to Policy Owners as of December 31, 2004, and for the year then ended are hereby incorporated by reference. Copies of the Account's Annual Report or, when it becomes available, Semi-Annual Report as of, and for the six months ended, June 30, 2005, may be obtained, without charge, by writing to The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, by calling 1-888-455-2232, or by visiting the website www.nmfn.com. B-3 The following financial statements of Northwestern Mutual should be considered only as bearing upon the ability of Northwestern Mutual to meet its obligations under the Policies. FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Consolidated Statement of Financial Position (in millions) - -------------------------------------------------------------------------------- December 31, ------------------- 2004 2003 -------- -------- Assets: Bonds $ 60,930 $ 55,571 Common and preferred stocks 7,414 6,577 Mortgage loans 17,240 16,426 Real estate 1,619 1,481 Policy loans 9,750 9,546 Other investments 5,774 4,851 Cash and temporary investments 2,949 2,594 -------- -------- Total investments 105,676 97,046 Due and accrued investment income 1,133 1,126 Net deferred tax assets 936 1,198 Deferred premium and other assets 1,894 1,790 Separate account assets 14,318 12,662 -------- -------- Total assets $123,957 $113,822 ======== ======== Liabilities and Surplus: Reserves for policy benefits $ 87,588 $ 81,280 Policyowner dividends payable 3,910 3,770 Interest maintenance reserve 943 815 Asset valuation reserve 2,556 2,568 Income taxes payable 665 737 Other liabilities 5,043 4,443 Separate account liabilities 14,318 12,662 -------- -------- Total liabilities 115,023 106,275 Surplus 8,934 7,547 -------- -------- Total liabilities and surplus $123,957 $113,822 ======== ======== The accompanying notes are an integral part of these financial statements. F-1 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Consolidated Statement of Operations (in millions) - --------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements. F-2 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Consolidated Statement of Changes in Surplus (in millions) - -------------------------------------------------------------------------------- For the year ended December 31, ------------------------- 2004 2003 2002 ------ ------- ------ Beginning of year balance $7,547 $ 7,217 $6,892 Net income 817 692 158 Change in net unrealized capital gains (losses) 645 1,171 (517) Change in net deferred income tax 28 (137) 44 Change in nonadmitted assets and other (115) (96) (126) Change in asset valuation reserve 12 (1,300) 766 ------ ------- ------ Net increase in surplus 1,387 330 325 ------ ------- ------ End of year balance $8,934 $ 7,547 $7,217 ====== ======= ====== The accompanying notes are an integral part of these financial statements. F-3 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Consolidated Statement of Cash Flows (in millions) - --------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements. F-4 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- 1. Basis of Presentation and Changes in Accounting Principles The accompanying consolidated statutory financial statements include the accounts of The Northwestern Mutual Life Insurance Company and its wholly-owned subsidiary, Northwestern Long Term Care Insurance Company (together, "the Company"). All intercompany balances and transactions have been eliminated. The Company offers life, annuity, disability income and long-term care insurance products to the personal, business and estate markets. The consolidated financial statements were prepared in accordance with accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin ("statutory basis of accounting"). See Notes 2 and 11. Financial statements prepared on the statutory basis of accounting differ from financial statements prepared in accordance with generally accepted accounting principles ("GAAP"), primarily because on a GAAP basis: (1) certain policy acquisition costs are deferred and amortized, (2) investment valuations and policy benefit reserves are established using different methods and assumptions, (3) deposit-type contracts, for which premiums, benefits and reserve changes are not included in revenue or benefits as reported in the statement of operations, are defined differently, (4) majority-owned, non-insurance subsidiaries are consolidated, (5) changes in deferred taxes are reported as a component of net income and (6) no deferral of realized investment gains and losses is permitted. The effects on the financial statements of the Company attributable to the differences between the statutory basis of accounting and GAAP are material. 2. Summary of Significant Accounting Policies The preparation of financial statements in accordance with the statutory basis of accounting requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods then ended. Actual future results could differ from these estimates and assumptions. Investments See Note 3 regarding the reported statement value and estimated fair value of the Company's investments in bonds, common and preferred stocks, mortgage loans and real estate. Policy Loans Policy loans primarily represent amounts borrowed from the Company by life insurance policyowners, secured by the cash value of the related policies, and are reported in the financial statements at unpaid principal balance. Other Investments Other investments consist primarily of partnership investments (including real estate, venture capital and leveraged buyout fund limited partnerships), real estate joint ventures, leveraged leases and unconsolidated non-insurance subsidiaries organized as limited liability companies. These investments are valued based on the equity method of accounting. Other investments also include derivative financial instruments. See Note 4 regarding the Company's use of derivatives and their presentation in the financial statements. Other investments include $104 million and $103 million of interests in oil and natural gas production at December 31, 2004 and 2003, respectively. These oil and gas interests are accounted for using the full cost method, a method permitted by the Office of the Commissioner of Insurance of the State of Wisconsin. The NAIC "Accounting Practices and Procedures Manual" does not provide accounting guidance for oil and gas interests. F-5 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Temporary Investments Temporary investments represent securities that had maturities of one year or less at purchase and are reported at amortized cost, which approximates fair value. Net Investment Income Net investment income primarily represents interest and dividends received or accrued on bonds, mortgage loans, policy loans and other investments. It also includes amortization of any purchase premium or discount using the interest method, adjusted prospectively for any change in estimated yield-to-maturity. Accrued investment income more than 90 days past due is nonadmitted and reported as a direct reduction of surplus. Accrued investment income that is ultimately deemed uncollectible is reported as a reduction of net investment income in the period that such determination is made. Net investment income also includes dividends paid to the Company from accumulated earnings of joint ventures, partnerships and unconsolidated non-insurance subsidiaries and prepayment fees on bonds and mortgages. Net investment income is reduced by investment management expenses, real estate depreciation, depletion related to energy assets and interest costs associated with securities lending. Interest Maintenance Reserve The Company is required to maintain an interest maintenance reserve ("IMR"). The IMR is used to defer realized gains and losses, net of income tax, on fixed income investments and derivatives that are attributable to changes in interest rates. Net realized gains and losses deferred to the IMR are amortized into investment income over the estimated remaining term to maturity of the investment sold or the asset/liability hedged by the derivative. Investment Capital Gains and Losses Realized capital gains and losses are recognized based upon specific identification of securities sold. Realized capital losses also include valuation adjustments for impairment of bonds, stocks, mortgage loans, real estate and other investments that have experienced a decline in fair value that management considers to be other-than-temporary. Factors considered in evaluating whether a decline in value is other-than-temporary include: (1) whether the decline is substantial, (2) the Company's ability and intent to retain the investment for a period of time sufficient to allow for an anticipated recovery in value, (3) the duration and extent to which the fair value has been less than cost, and (4) the financial condition and near-term prospects of the issuer in relation to the anticipated recovery period. Realized capital gains and losses as reported in the consolidated statement of operations exclude any IMR deferrals. See Note 3 regarding realized capital gains and losses. Unrealized capital gains and losses primarily represent changes in the reported fair value of common stocks and changes in valuation adjustments made for bonds in or near default. Changes in the Company's share of undistributed earnings of joint ventures, partnerships and unconsolidated non-insurance subsidiaries are also classified as changes in unrealized capital gains and losses. See Note 3 regarding changes in unrealized capital gains and losses. Asset Valuation Reserve The Company is required to maintain an asset valuation reserve ("AVR"). The AVR represents a reserve liability for invested asset valuation using a formula prescribed by the National Association of Insurance Commissioners ("NAIC"). The AVR is designed to protect surplus against potential declines in the value of the Company's investments. Increases or decreases in AVR are reported as direct adjustments to surplus. Separate Accounts See Note 7 regarding separate account assets and liabilities reported by the Company. F-6 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Premium Revenue Life insurance premiums are recognized as revenue at the beginning of each policy year. Annuity, disability income and long-term care insurance premiums are recognized as revenue when received by the Company. Considerations received on supplementary insurance contracts without life contingencies are deposit-type transactions and thereby excluded from revenue in the consolidated statement of operations. Premium revenue is reported net of ceded reinsurance, see Note 9. Other Income Other income primarily represents ceded reinsurance expense allowances and various insurance policy charges. Benefit Payments to Policyowners and Beneficiaries Benefit payments to policyowners and beneficiaries include death, surrender, disability and long-term care benefits, as well as matured endowments and payments on supplementary insurance contracts that include life contingencies. Benefit payments on supplementary insurance contracts without life contingencies are deposit-type transactions and thereby excluded from benefits in the consolidated statement of operations. Benefit payments are reported net of ceded reinsurance recoveries, see Note 9. Reserves for Policy Benefits See Note 5 regarding the methods and assumptions used to establish the Company's reserves for future insurance policy benefits. Commissions and Operating Expenses Commissions and other operating costs, including costs of acquiring new insurance policies, are generally charged to expense as incurred. Electronic Data Processing Equipment and Software The cost of electronic data processing ("EDP") equipment and operating system software used in the Company's business is generally capitalized and depreciated over three years using the straight-line method. Non-operating system software is generally capitalized and depreciated over a maximum of five years. EDP equipment and operating software assets of $37 million and $25 million at December 31, 2004 and 2003, respectively, are classified as other assets in the consolidated statement of financial position and are net of accumulated depreciation of $68 million and $56 million, respectively. Non-operating software costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from reported assets and surplus in the consolidated statement of financial position. Depreciation expense for EDP equipment and software totaled $56 million, $42 million and $27 million for the years ended December 31, 2004, 2003 and 2002, respectively. Furniture, Fixtures and Equipment The cost of furniture, fixtures and equipment, including leasehold improvements, is generally capitalized and depreciated over the useful life of the assets using the straight-line method. Furniture, fixtures and equipment costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from reported assets and surplus in the consolidated statement of financial position. Depreciation expense for furniture, fixtures and equipment totaled $7 million, $6 million and $6 million for the years ended December 31, 2004, 2003 and 2002, respectively. Policyowner Dividends Almost all life insurance and disability income policies and certain annuity contracts and long-term care policies issued by the Company are participating. Annually, the Company's Board of Trustees approves dividends payable on participating policies during the subsequent fiscal year, F-7 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- which are accrued and charged to operations when approved. Participating policyowners generally have the option to direct their dividends to be paid in cash, used to reduce future premiums due or used to purchase additional insurance. Dividends used by policyowners to purchase additional insurance are reported as premiums in the consolidated statement of operations, but are not included in premiums received or benefit payments in the consolidated statement of cash flows. Nonadmitted Assets Certain assets are designated as nonadmitted on the statutory basis of accounting. Such assets, principally related to pension funding, amounts advanced to or due from the Company's field representatives, furniture, fixtures, equipment and non-operating software (net of accumulated depreciation) are excluded from reported assets and surplus in the consolidated statement of financial position. Changes in nonadmitted assets are reported as a direct adjustment to surplus. 3. Investments Bonds Investments in bonds are reported in the financial statements at amortized cost, less any valuation adjustment. The interest method is used to amortize any purchase premium or discount. Use of the interest method for loan-backed bonds and structured securities includes estimates of future prepayments obtained from independent sources. Prepayment assumptions are updated at least annually. During 2004, the retrospective adjustment method was used to recognize related changes in the estimated yield-to-maturity of such securities. Prior to 2004, the prospective adjustment method was used. The cumulative effect of this change in method as of January 1, 2004 was immaterial. Valuation adjustments are made for bonds in or near default, which are reported at the lower of amortized cost or fair value, or for bonds with a decline in fair value that management considers to be other-than-temporary. See Note 2. At December 31, 2004 and 2003, the reported value of bonds was reduced by $42 million and $277 million, respectively, in valuation adjustments. Estimated fair value is based upon values published by the Securities Valuation Office ("SVO") of the NAIC. In the absence of SVO-published values, estimated fair value is based upon quoted market prices, if available. For bonds without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. Statement value and estimated fair value of bonds at December 31, 2004 and 2003 were as follows:

F-8 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - --------------------------------------------------------------------------------

Statement value and estimated fair value of bonds by contractual maturity at December 31, 2004 are presented below. Estimated maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Common and Preferred Stocks Common stocks are generally reported in the financial statements at fair value, which is based upon quoted market prices, if available. For common stocks without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. The equity method is generally used to value investments in common stock of unconsolidated non-insurance subsidiaries. See note 11 regarding the statement value of the Company's investment in Frank Russell Company. Preferred stocks rated "1" (highest quality), "2" (high quality), or "3" (medium quality) by the SVO are reported in the financial statements at amortized cost. All other preferred stock is reported at the lower of amortized cost or fair value. Estimated fair value is based upon quoted market prices, if available. For preferred stock without quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. F-9 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Valuation adjustments are made for preferred stocks rated 4 or less, which are reported at the lower of cost or fair value, or for common and preferred stocks with a decline in fair value that management considers to be other-than-temporary. At December 31, 2004 and 2003, the reported value of common and preferred stocks was reduced by $74 million and $182 million, respectively, in valuation adjustments. Mortgage Loans Mortgage loans are reported in the financial statements at unpaid principal balance, less any valuation allowance or unamortized commitment or origination fee. Such fees are generally deferred upon receipt and amortized into investment income using the interest method. Mortgage loans are collateralized by properties located throughout the United States and Canada. The Company attempts to minimize mortgage loan investment risk by diversification of borrowers, geographic locations and types of collateral properties. The maximum and minimum interest rates for mortgage loans originated during 2004 were 8.8% and 2.3%, respectively, while these rates during 2003 were 8.5% and 3.6%, respectively. The aggregate ratio of amounts loaned to the value of collateral for mortgage loans originated during 2004 and 2003 were 65% and 66%, respectively, with a maximum of 100% for any single loan during each of 2004 and 2003. Mortgage loans are considered impaired when, based on current information, management considers it probable that the Company will be unable to collect all principal and interest due according to the contractual terms of the loan. If necessary, a valuation adjustment is made to reduce the carrying value of an impaired loan to the lower of unpaid principal balance or estimated net realizable value based on appraisal of the collateral property. If the impairment is considered to be temporary, the valuation adjustment is reported as an unrealized loss. Valuation adjustments for impairments considered to be other-than-temporary are reported as realized losses. At December 31, 2004 and 2003, the reported value of mortgage loans was reduced by $1 and $13 million, respectively, in valuation adjustments. Real Estate Real estate investments are reported in the financial statements at cost, less any valuation adjustment, encumbrances and accumulated depreciation of buildings and other improvements using a straight-line method over the estimated useful lives of the improvements. An investment in real estate is considered impaired when, based on current information, the estimated fair value of the property is lower than depreciated cost. The estimated fair value is primarily based upon the present value of future cash flow (for commercial properties) or the capitalization of stabilized net operating income (for multi-family residential properties). When the Company determines that an investment in real estate is impaired, a valuation adjustment is made to reduce the carrying value to estimated fair value, net of encumbrances. Valuation adjustments are reported as a realized loss. At December 31, 2004 and 2003, the reported value of real estate investments was reduced by $4 million and $0, respectively, in valuation adjustments. At December 31, 2004 and 2003, the reported value of real estate included $190 million and $180 million, respectively, of real estate properties occupied by the Company. Leveraged Leases Leveraged leases primarily represent investments in commercial aircraft or real estate property that are leased to third parties and serve as collateral for non-recourse borrowings. Leveraged leases are valued at the present value of future minimum lease payments, plus the residual value of the leased asset and classified as other investments in the consolidated statement of financial F-10 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- position. At December 31, 2004 and 2003, the reported value of leveraged leases was $458 million and $513 million, respectively. During 2004, the Company reported realized capital losses of $4 million upon renegotiation of leveraged leases on certain commercial aircraft and realized capital losses of $14 million upon a change in the estimated timing of tax benefits for certain real property leases. During 2002, the Company utilized $108 million in existing valuation allowances to absorb losses on declines in value of certain commercial aircraft leases that were considered to be other-than-temporary. Capital Gains and Losses Realized investment gains and losses for the years ended December 31, 2004, 2003 and 2002 were as follows:

Proceeds from the sale of bond investments totaled $47 billion, $83 billion and $53 billion for the years ended December 31, 2004, 2003, and 2002, respectively. Realized losses (before capital gains taxes) included $116 million, $405 million and $588 million for the years ended December 31, 2004, 2003, and 2002, respectively, of valuation adjustments for declines in fair value of investments that were considered to be other-than-temporary. The amortized cost and estimated fair value of bonds and common and preferred stocks for which the estimated fair value had temporarily declined and remained below cost as of December 31, 2004 and 2003, were as follows: F-11 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - --------------------------------------------------------------------------------

Changes in net unrealized investment gains and losses for the years ended December 31, 2004, 2003 and 2002 were as follows: For the year ended December 31, ------------------------------- 2004 2003 2002 ----- ------ ----- (in millions) Bonds $ 42 $ 188 $(150) Common and preferred stocks 818 1,372 (436) Other investments 75 163 (172) ----- ------ ----- 935 1,723 (758) Change in deferred taxes (290) (552) 241 ----- ------ ----- $ 645 $1,171 $(517) ===== ====== ===== Securities Lending The Company has entered into securities lending agreements whereby certain investment securities are loaned to third parties, primarily major brokerage firms. The aggregate statement value of loaned securities was $2.5 billion and $2.4 billion at December 31, 2004 and 2003, respectively. The Company's policy requires a minimum of 102% of the fair value of the loaned securities, calculated on a daily basis, as collateral in the form of either cash or securities held by the Company or a trustee. At December 31, 2004 and 2003, unrestricted cash collateral held by the Company of $2.6 billion and $2.5 billion, respectively, is classified as cash and invested assets and the offsetting collateral liability of $2.6 billion and $2.5 billion, respectively, is classified as other liabilities in the consolidated statement of financial position. At December 31, 2004 and 2003, additional non-cash collateral of $359 million and $482 million respectively, was held on the Company's behalf by a trustee and is not included in the consolidated statement of financial position. F-12 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- 4. Derivative Financial Instruments In the normal course of business, the Company enters into derivative transactions, generally to mitigate the risk to assets and surplus from fluctuations in interest rates, foreign currency exchange rates and other market risks. Cash flow and fair value hedges that qualify for hedge accounting are reported in a manner consistent with the item being hedged (e.g., at amortized cost or fair value). Cash flow and fair value hedges that do not qualify for hedge accounting are reported at fair value. Fair value is estimated as the amount that the Company would expect to receive or pay upon termination of the derivative contract as of the reporting date. The reported statement value of derivatives is classified as other investments in the consolidated statement of financial position. Gains or losses realized upon maturity or termination of derivative positions are generally reported as realized capital gains or losses, net of tax. For derivatives that qualify for hedge accounting, gains or losses realized due to changes in market interest rates are deferred to the IMR, net of tax, and amortized into investment income over the estimated remaining term to maturity of the item being hedged. Gains or losses resulting from reporting open derivative positions at fair value are reported as unrealized capital gains or losses. In addition to cash flow and fair value hedges, the Company entered into replication transactions during 2004 and 2003. A replication transaction is a derivative transaction entered into in conjunction with other investment transactions to replicate the investment characteristics of otherwise permissible investments. The Company does not take positions in derivatives for income generation purposes. The Company implemented Statement of Statutory Accounting Principles ("SSAP") No. 86, Accounting for Derivative Instruments and Hedging Activities, which superceded SSAP 31 effective January 1, 2003. Upon implementation, the Company had the option of applying the new guidance to all derivatives as of January 1, 2003 or continuing to use the existing guidance of SSAP 31 for all derivatives held as of December 31, 2002. The Company chose to apply SSAP 86 guidance retroactively to derivatives held prior to January 1, 2003. The impact on surplus from the adoption of SSAP 86 was immaterial. The Company held the following derivative positions at December 31, 2004 and 2003: F-13 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - --------------------------------------------------------------------------------

The notional or contractual amounts of derivative financial instruments are used to denominate the transactions and do not represent the amounts exchanged between the parties. Foreign currency swaps are cash flow hedges used to mitigate exposure to variable U.S. dollar cash flows from certain bonds denominated in foreign currencies. A foreign currency swap is a contractual agreement to exchange the currencies of two different countries at a specified rate of exchange in the future. Interest rate swaps are cash flow hedges used to mitigate exposure to interest rate risk on certain floating and fixed rate bonds. An interest rate swap is a contractual agreement to pay a rate of interest based upon a reference index in exchange for a fixed rate of interest established at the origination of the contract. Interest rate basis swaps are cash flow hedges used to mitigate the basis risk on certain hedges of variable rate preferred stocks. An interest rate basis swap is a contractual agreement to pay a rate of return based upon one reference index in exchange for receiving a rate of return based upon a different reference index. Commodity swaps are cash flow hedges used to mitigate exposure to market fluctuations for the forward sale of crude oil and natural gas production. Commodity swaps are contractual agreements whereby one party pays a floating commodity price in exchange for a specified fixed commodity price. Swaptions are cash flow hedges used to mitigate the asset/liability risks of a significant and F-14 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- sustained increase or decrease in interest rates for certain of the Company's insurance products. A swaption is a contractual agreement whereby one party holds an option to enter into an interest rate swap with another party on predefined terms. Interest rate floors are cash flow hedges used to mitigate the asset/liability risks of a significant and sustained decrease in interest rates for certain of the Company's insurance products. Floors entitle the Company to receive settlement payments from the counterparties if interest rates decline below a specified level. Short equity index futures are fair value hedges used to mitigate exposure to market fluctuations for the Company's portfolio of common stocks. Futures contracts obligate the Company to buy or sell a financial instrument at a specified future date for a specified price. Fixed income futures are fair value hedges used to mitigate interest rate risk for a portion of the Company's fixed maturity investment portfolio. These futures contracts obligate the Company to buy or sell a financial instrument at a specified future date for a specified price. Unrealized losses of $2 million and unrealized gains of $8 million were recognized during 2004 and 2003, respectively, on contracts that were excluded from the assessment of hedge effectiveness. Foreign currency forwards are fair value hedges used to mitigate the foreign exchange risk for portfolios of investments denominated in foreign currencies. Foreign currency forward contracts obligate the Company to deliver a specified amount of foreign currency at a future date at a specified exchange rate. Unrealized losses of $29 million and $24 million were recognized during 2004 and 2003, respectively, on contracts that were excluded from the assessment of hedge effectiveness. Foreign currency covers are fair value hedges used to mitigate the foreign exchange risk on trades of investments denominated in foreign currencies. Foreign currency forward contracts obligate the Company to pay or receive a specified amount of foreign currency at a future date at a specified exchange rate. Credit default swaps are fair value hedges used to mitigate the credit risk associated with investments in bonds of specific issuers. A credit default swap allows the Company to put the bond to a counterparty at par upon a "credit event" sustained by the bond issuer. A credit event is defined as bankruptcy, failure to pay or obligation acceleration. Fixed income replications are used to replicate a bond investment through the use of credit default swaps, interest rate swaps and cash market instruments. These replication transactions, including the derivative components, are reported at amortized cost. During each of 2004 and 2003, the average fair value of such contracts was less than $1 million. No realized gains or losses were recognized during 2004 or 2003 on the termination of these contracts. Long fixed income futures replications are used to manage the duration of the fixed income portfolio and mitigate exposure to interest rate changes. These replication transactions are reported at fair value, with changes in fair value reflected as a component of unrealized gains and losses until such time as the contracts are terminated. During each of 2004 and 2003, the average fair value of such contracts was less than $1 million. Realized gains of $6 million and $29 million were recognized during 2004 and 2003 on the termination of these contracts. Long equity futures replications are used to gain equity market investment exposure. These replication transactions are reported at fair value, with changes in fair value reflected as a component of unrealized gains and losses until such time as the contracts are terminated. During each of 2004 and 2003, the average fair value of such contracts was less than $1 million. F-15 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Realized gains of $15 million and $28 million were recognized during 2004 and 2003, respectively, on the termination of these contracts. Construction loan forward replications are used to gain GNMA market investment exposure. These replication transactions are reported at amortized cost. During each of 2004 and 2003, the average fair value of such contracts was less than $1 million. No realized gains or losses were recognized during 2004 and 2003 on the termination of these contracts. 5. Reserves for Policy Benefits Reserves for policy benefits represent the net present value of future policy benefits, less future policy premiums, estimated using actuarial methods based on mortality and morbidity experience tables and valuation interest rates prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin ("OCI"). These actuarial tables and methods include assumptions regarding future mortality and morbidity. Actual future experience could differ from the assumptions used to make these reserve estimates. General account reserves for policy benefits at December 31, 2004 and 2003 are summarized below: December 31, ----------------- 2004 2003 ------- ------- (in millions) Life insurance reserves $77,418 $71,441 Annuity reserves and deposit liabilities 5,037 4,940 Disability income and long-term care unpaid claims and claim reserves 3,234 3,083 Disability income and long-term care active life reserves 1,899 1,816 ------- ------- Total reserves for policy benefits $87,588 $81,280 ======= ======= Life insurance reserves on substantially all policies issued since 1978 are based on the Commissioner's Reserve Valuation Method ("CRVM") using the 1958 or 1980 CSO mortality tables with interest rates ranging from 3 1/2% to 5 1/2%. Other life insurance reserves are primarily based on the net level premium method, using various mortality tables at interest rates ranging from 2% to 4 1/2%. As of December 31, 2004, the Company had $870 billion of total life insurance in-force, including $7.7 billion of life insurance in-force for which gross premiums were less than net premiums according to the standard valuation methods and assumptions prescribed by the OCI. Tabular cost has been determined from the basic data for the calculation of policy reserves. Tabular cost less actual reserves released has been determined from the basic data for the calculation of reserves and reserves released. Tabular interest has been determined from the basic data for the calculation of policy reserves. Tabular interest on funds not involving life contingencies is calculated as the product of the valuation rate of interest times the mean of the amount of funds subject to such rate held at the beginning and end of the year of valuation. Additional premiums are charged for substandard lives for policies issued after January 1, 1956. Net level premium or CRVM mean reserves are based on multiples of mortality tables or one-half the net flat or other extra mortality charge. The Company waives deduction of fractional F-16 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- premiums upon death of an insured and returns any portion of the final premium beyond the date of death. Cash values are not promised in excess of the legally computed reserves. Deferred annuity reserves on contracts issued since 1985 are primarily based on the Commissioner's Annuity Reserve Valuation Method with interest rates ranging from 3 1/2% to 6 1/4%. Other deferred annuity reserves are based on contract value. Immediate annuity reserves are based on present value of expected benefit payments with interest rates ranging from 3 1/2% to 7 1/2%. Changes in future policy benefits on supplementary contracts without life contingencies are classified as deposit-type transactions and thereby excluded from net additions to policy benefit reserves in the consolidated statement of operations. At December 31, 2004 and 2003, the withdrawal characteristics of the Company's general account annuity reserves and deposit liabilities were as follows: December 31, --------------- 2004 2003 ------ ------ (in millions) Subject to discretionary withdrawal - with market value adjustment $1,290 $1,354 - without market value adjustment 2,413 2,340 Not subject to discretionary withdrawal 1,334 1,246 ------ ------ Total $5,037 $4,940 ====== ====== Unpaid claims and claim reserves for disability income policies are based on the present value of expected benefit payments, primarily using the 1985 Commissioner's Individual Disability Table A ("CIDA"), modified for Company experience in the first four years of disability, with interest rates ranging from 3% to 5 1/2%. Unpaid claims and claim reserves for long-term care policies are based on the present value of expected benefit payments using industry-based long-term care experience with a 4 1/2% interest rate. Reserves for unpaid claims, losses and loss adjustment expenses on disability income and long-term care insurance were $3.2 billion and $3.1 billion at December 31, 2004 and 2003, respectively. The table below provides a summary of the changes in these reserves for the years ended December 31, 2004 and 2003. F-17 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- For the year ended December 31, ------------------ 2004 2003 ------ ------ (in millions) Balance at January 1 $3,083 $2,907 Incurred related to: Current year 472 466 Prior year 45 50 ------ ------ Total incurred 517 516 Paid related to: Current year (18) (17) Prior year (348) (323) ------ ------ Total paid (366) (340) ------ ------ Balance at December 31 $3,234 $3,083 ====== ====== The changes in reserves for incurred claims related to prior years are generally the result of ongoing analysis of recent loss development trends. Active life reserves for disability income policies issued since 1987 are primarily based on the two-year preliminary term method using the 1985 CIDA for morbidity with a 4% interest rate and. Active life reserves for prior disability income policies are based on the net level premium method, using the 1964 Commissioner's Disability Table for morbidity with interest rates ranging from 3% to 4%. Active life reserves for long-term care policies consist of mid-terminal reserves and unearned premium. Mid-terminal reserves are based on the one-year preliminary term method, industry-based morbidity experience, total terminations based on the 1983 Individual Annuity Mortality table without lapses or the 1983 Group Annuity Mortality table with lapses, with an interest rate of either 4% or 4.5%. For reserves using lapse assumptions, a separate calculation is performed using interest rates ranging from 5.2% to 6.0% and excluding lapses. Reserves resulting from the separate calculation are compared in the aggregate to the statutory minimum and the greater of the two is held. 6. Premium and Annuity Considerations Deferred and Uncollected Gross deferred and uncollected insurance premiums represent life insurance premiums due to be received from policyowners through the next respective policy anniversary dates. Net deferred and uncollected premiums represent only the portion of gross premiums related to mortality charges and interest. F-18 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Deferred and uncollected premiums at December 31, 2004 and 2003 were as follows: December 31, 2004 December 31, 2003 ----------------- ----------------- Gross Net Gross Net ------ ------ ------ ------ (in millions) Ordinary new business $ 162 $ 76 $ 171 $ 76 Ordinary renewal 1,570 1,283 1,461 1,191 ------ ------ ------ ------ $1,732 $1,359 $1,632 $1,267 ====== ====== ====== ====== 7. Separate Accounts Separate account assets and related policy liabilities represent the segregation of balances attributable to variable life insurance and variable annuity products. Policyowners bear the investment performance risk associated with variable products. Separate account assets are invested at the direction of the policyowner in a variety of mutual fund options. Variable annuity policyowners also have the option to invest in a fixed interest rate annuity issued by the general account of the Company. Separate account assets are reported at fair value based primarily on quoted market prices. Following is a summary of separate account liabilities by withdrawal characteristic at December 31, 2004 and 2003: December 31, ----------------- 2004 2003 ------- ------- (in millions) Subject to discretionary withdrawal - with market value adjustment $11,987 $10,524 - without market value adjustment -- -- Not subject to discretionary withdrawal 2,109 1,886 Non-policy liabilities 222 252 ------- ------- Total separate account liabilities $14,318 $12,662 ======= ======= While separate account liability values are not guaranteed by the Company, the variable annuity and variable life insurance products represented in the separate accounts do include guaranteed minimum death benefits underwritten by the Company. At December 31, 2004 and 2003, general account reserves for policy benefits included $8 million and $11 million, respectively, that were attributable to these benefits. Premiums and other considerations received from variable life and variable annuity policyowners during the years ended December 31, 2004 and 2003 were $1.3 billion and $1.2 billion, respectively. These amounts are reported as premiums in the consolidated statement of operations. The subsequent transfer of these receipts to the separate accounts is reported in transfers to separate accounts in the consolidated statement of operations, net of amounts received from the separate accounts to provide for policy benefit payments to variable product policyowners. F-19 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Following is a summary reconciliation of amounts reported as transfers to and from separate accounts in the summary of operations of the Company's NAIC Separate Account Annual Statement with the amount reported as net transfers to separate accounts in the accompanying consolidated statement of operations for the years ended December 31, 2004, 2003 and 2002:

8. Employee and Representative Benefit Plans The Company sponsors noncontributory defined benefit retirement plans for all eligible employees and field representatives ("Plans"). These include tax-qualified plans, as well as nonqualified plans that provide benefits to certain participants in excess of ERISA limits for qualified plans. The Company's policy is to fully fund the obligations of qualified plans in accordance with ERISA requirements. The Company contributed $38 million and $28 million to the qualified employee retirement plan during 2004 and 2003, respectively, and expects to contribute $37 million in 2005. In addition to defined pension benefits, the Company provides certain health care and life insurance benefits ("postretirement benefits") to retired employees, field representatives and eligible dependents. Substantially all employees and field representatives will become eligible for these benefits if they reach retirement age while working for the Company. Aggregate assets and projected benefit obligations of the defined benefit plans and for postretirement benefits at December 31, 2004 and 2003, and changes in assets and obligations for the years then ended, were as follows:

F-20 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Plan assets are invested primarily in common stocks and corporate debt securities through a separate account of the Company. The investment objective of the Plan is to maximize long-term total rate of return, consistent with prudent investment risk management and in accordance with ERISA requirements. Investments are made for the sole interest of the beneficiaries of the Plan. While significant exposure to publicly traded equity securities is warranted by the long-term nature of expected benefit payments, diversification across asset classes is maintained to provide a risk/reward profile consistent with the objectives of the Plan beneficiaries. Diversified equity investments are subject to an aggregate maximum exposure of 75%, with holdings in any one corporate issuer not to exceed 3% of total assets. Asset mix is re-balanced regularly to maintain holdings within target asset allocation ranges. The measurement date for plan assets is December 31, with the fair value of plan assets based primarily on quoted market values. Plan assets by asset class at December 31, 2004 and December 31, 2003 were as follows:

The projected benefit obligation ("PBO") represents the actuarial net present value of future benefit obligations. For defined benefit plans, PBO includes assumptions as to future salary increases. This measure is consistent with the ongoing concern assumption and is mandated for measuring pension obligations. The accumulated benefit obligation ("ABO") is similar to the calculation of the PBO, but is based only on current salaries, with no assumption of future salary increases. The aggregate ABO for the defined benefit plans of the Company were $1.6 billion and $1.4 billion at December 31, 2004 and 2003, respectively. Projected benefit obligations included $37 million and $28 million for non-vested employees at December 31, 2004 and 2003, respectively. The following table summarizes assumptions used in estimating the projected benefit obligations at December 31, 2004, 2003 and 2002:

The long term rates of return on plan assets are estimated assuming an allocation of plan assets among asset classes consistent with December 31, 2004. Returns are estimated by asset class based on the current risk free interest rate environment plus a risk premium. The risk premium is based on historical returns and other factors such as expected reinvestment returns and asset manager performance. F-21 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- The projected benefit obligation for postretirement benefits at December 31, 2004 and 2003 also assumed an annual increase in future retiree medical costs of 10%, grading down to 5% over 5 years and remaining level thereafter. A further increase in the assumed healthcare cost trend of 1% in each year would increase the accumulated postretirement benefit obligation as of December 31, 2004 by $22 million and net periodic postretirement benefit expense during 2004 by $4 million. A decrease in the assumed healthcare cost trend of 1% in each year would reduce the accumulated postretirement benefit obligation as of December 31, 2004 and net periodic postretirement benefit expense during 2004 by the same amounts. On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("the Act") was enacted. The Act introduces a prescription drug benefit under Medicare Part D beginning in 2006. Under the Act, employers who sponsor postretirement plans that provide prescription drug benefits that are actuarially equivalent to Medicare qualify to receive subsidy payments from the federal government. The Company has not determined whether the benefits under its existing postretirement plan are actuarially equivalent to the new Medicare benefit. As such, neither the projected benefit obligation nor the net periodic benefit cost for postretirement benefits reflects any amount associated with this Medicare subsidy. Following is an aggregate reconciliation of the funded status of the plans to the related financial statement liability reported by the Company at December 31, 2004 and 2003:

Unrecognized net experience gains or losses represent cumulative amounts by which plan experience for return on plan assets or service costs have been more or less favorable than assumed. These differences accumulate without recognition in the Company's financial statements unless they exceed 10% of plan assets or projected benefit obligation, whichever is greater. If they exceed this limit, they are amortized into net periodic benefit costs over the remaining average years of service until retirement of the plan participants, which is currently fourteen years for employee plans and twelve years for field representative plans. Unrecognized initial net assets represent the amount by which the fair value of plan assets exceeded the projected benefit obligation for funded pension plans upon the adoption of the statutory basis of accounting for pensions as of January 1, 2001. The Company has elected not to record an initial asset for this excess, electing instead to amortize this initial asset as a credit to net periodic benefit cost in a systematic manner until exhausted. Any net pension assets for funded plans are nonadmitted and are thereby excluded from reported assets and surplus in the consolidated statement of financial position. F-22 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- The components of net periodic benefit costs for the years ended December 31, 2004, 2003 and 2002 were as follows:

The expected benefit payments under the defined benefit plans and the postretirement plans are as follows: Defined Benefit Postretirement Plans Benefit Plans ------- -------------- (in millions) 2005 $ 44 $ 10 2006 48 11 2007 52 12 2008 56 14 2009 61 15 2010-2014 393 95 ---- ---- $654 $157 ==== ==== The Company also sponsors a contributory 401(k) plan for eligible employees and a noncontributory defined contribution plan for field representatives. For the years ended December 31, 2004, 2003 and 2002 the Company expensed total contributions to these plans of $24 million, $23 million and $22 million, respectively. 9. Reinsurance The Company limits its exposure to life insurance death benefits by ceding insurance coverage to various reinsurers. The Company retains a maximum of $30 million of coverage per individual life and a maximum of $45 million of coverage per joint life. The Company also cedes a portion of its exposure to group disability benefits on a coinsurance basis and has an excess reinsurance contract for certain individual disability income policies issued prior to 1999 with retention limits varying based upon coverage type. The Company also participates in catastrophic risk sharing pools. Amounts shown in the consolidated financial statements are reported net of the impact of reinsurance. Reserves for policy benefits at December 31, 2004 and 2003 were reported net of ceded reserves of $1.2 billion and $1.0 billion, respectively. F-23 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- The effect of reinsurance on premium revenue and benefits expense for the years ended December 31, 2004, 2003 and 2002 was as follows: For the year ended December 31, ------------------------------- 2004 2003 2002 ------- ------- ------- (in millions) Direct premium revenue $11,397 $10,959 $10,706 Premiums ceded (715) (652) (598) ------- ------- ------- Net premium revenue $10,682 $10,307 $10,108 ======= ======= ======= Direct benefit expense 11,568 11,110 10,770 Benefits ceded (478) (483) (440) ------- ------- ------- Net benefit expense $11,090 $10,627 $10,330 ======= ======= ======= In addition, the Company reported $207 million, $184 million and $172 million for the years ended December 31, 2004, 2003 and 2002, respectively, in allowances from reinsurers for reimbursement of commissions and other expenses on ceded business. These amounts are classified as other income in the consolidated statement of operations. Reinsurance contracts do not relieve the Company from its obligations to policyowners. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company attempts to minimize this risk by diversifying its reinsurance coverage among a number of reinsurers that meet its standards for strong financial condition. There were no reinsurance recoverables at December 31, 2004 and 2003 that were considered by management to be uncollectible. 10. Income Taxes The Company files a consolidated federal income tax return including the following entities: Northwestern Mutual Investment Services, LLC Baird Holding Company Northwestern International Holdings, Inc. Frank Russell Company NML Real Estate Holdings, LLC and subsidiaries Bradford, Inc. NML Securities Holdings, LLC and subsidiaries Network Planning Advisors, LLC Northwestern Investment Management Company, LLC Mason Street Advisors, LLC Northwestern Securities Holdings, LLC NML - CBO, LLC Northwestern Mutual Trust Company JYD Assets, LLC Chateau, LLC Health Invest, LLC

The Company collects from or refunds to these subsidiaries their share of consolidated income taxes determined under written tax-sharing agreements. During 2004, the Company sold its majority interest in Baird Holding Company (see Note 13) and intends to consolidate Baird's taxable income for the portion of 2004 prior to the sale. Federal income tax returns for years through 2001 are closed as to further assessment of tax. The liability for income taxes payable in the financial statements includes a provision for additional taxes that may become due with respect to the open tax years. F-24 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- The Company accounts for deferred tax assets and liabilities, which reflect the financial statement impact of cumulative temporary differences between the tax and financial statement bases of assets and liabilities. The significant components of the net deferred tax asset at December 31, 2004 and 2003 were as follows: December 31, --------------- 2004 2003 Change ------ ------ ------ (in millions) Deferred tax assets: Policy acquisition costs $ 757 $ 715 $ 42 Investment assets 118 189 (71) Policy benefit liabilities 1,644 1,751 (107) Benefit plan obligations 284 252 32 Guaranty fund assessments 10 12 (2) Nonadmitted assets 61 54 7 Other 37 58 (21) ------ ------ ----- Gross deferred tax assets 2,911 3,031 (120) ------ ------ ----- Deferred tax liabilities: Premium and other receivables 504 453 51 Investment assets 1,464 1,375 89 Other 7 5 2 ------ ------ ----- Gross deferred tax liabilities 1,975 1,833 142 ------ ------ ----- Net deferred tax asset $ 936 $1,198 $(262) ====== ====== ===== The statutory basis of accounting limits the amount of gross deferred tax assets that can be included in Company surplus. This limit is based on a formula that takes into consideration available loss carryback capacity, expected timing of reversal for existing temporary differences, gross deferred tax liabilities and the level of Company surplus. At December 31, 2004 and 2003, the Company's gross deferred tax assets did not exceed this limitation. Changes in deferred tax assets and liabilities related to unrealized gains and losses on investments are reported as a component of changes in unrealized capital gains and losses in the consolidated statement of changes in surplus. Other net changes in deferred tax assets and liabilities are direct adjustments to surplus and separately reported in the consolidated statement of changes in surplus. The major components of current income tax expense (benefit) were as follows: For the year ended December 31, ------------------------------- 2004 2003 2002 ----- ---- ----- (in millions) Income tax $ (85) $(65) $ 26 Tax credits (39) (25) (15) Equity tax -- -- (453) ----- ---- ----- Total current tax expense (benefit) $(124) $(90) $(442) ===== ==== ===== F-25 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- The Company's taxable income can vary significantly from gain from operations before taxes due to temporary and permanent differences in revenue recognition and expense deduction between book and tax. The Company is subject to an "equity tax" that is assessed only on mutual life insurance companies. In March 2002, Congress passed legislation that suspended assessments of equity tax for tax years 2001 through 2003. As a result, the related liability was released as a current tax benefit during 2002. While the Company was subject to the equity tax in 2004, legislation was enacted in April 2004 that permanently repealed the equity tax effective January 1, 2005. The Company's effective tax rates were 12%, 13% and 299% for the years ended December 31, 2004, 2003 and 2002, respectively. The effective rate is not the statutory rate applied to the Company's taxable income or loss by the Internal Revenue Service. It is a financial statement relationship that represents the ratio between the sum of total taxes, including those that affect net income and changes in deferred taxes not related to unrealized gains and losses on investments, to the sum of gain from operations before taxes and pretax net realized gains or losses. These financial statement effective rates were different than the applicable federal tax rate of 35% due primarily to differences between book and tax recognition of net investment income and realized capital gains and losses, prior year adjustments and the impact the of equity tax during 2002. Income taxes paid in the current and prior years of $1.3 billion are available at December 31, 2004 for recoupment in the event of future tax losses. 11. Frank Russell Company Acquisition and Goodwill The Company acquired Frank Russell Company ("Russell") effective January 1, 1999. Russell, a global leader in multi-manager investment services, provides investment products and services in more than 35 countries. The initial purchase price of approximately $1.0 billion was funded with a combination of cash, senior notes issued by Russell and bank debt. The purchase agreement also called for additional contingent consideration to be paid to the former owners of Russell based upon the financial performance of Russell during the five year period ended December 31, 2003. The acquisition was accounted for using the statutory purchase method, whereby the excess of the acquisition price over the fair value of Russell net assets at the time of the acquisition was attributed to goodwill reported in the accounts of Russell. Further, the statutory purchase method required that the Company's cost basis of its investment in Russell be reduced, through a direct reduction of Company surplus, for the amount by which Russell goodwill exceeded 10% of the Company's surplus at the time of the acquisition. The Company applied for, and was granted, permission by the OCI for an alternative accounting treatment ("permitted practice"), whereby all Russell goodwill, including any subsequent additions to goodwill resulting from payment of contingent purchase consideration, be charged off as a direct reduction of Company surplus. This permitted practice differs from that required by the NAIC "Accounting Practices and Procedures Manual," which requires that any goodwill not in excess of 10% of the Company's surplus be amortized using a straight-line method over the period during which the acquiring entity benefits economically or ten years, whichever is shorter. At December 31, 2004, the Company had made cumulative direct reductions of its surplus for goodwill associated with the Russell acquisition of $981 million. These charge-offs exceeded the F-26 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- Company's equity basis investment in Russell by $581 million, which is classified as a reduction of the Company's total investment in common stocks at that date. If the Company had not received permission for this alternative accounting treatment, Company surplus as reported in the statement of financial position would have been greater by $320 million, $358 million and $335 million at December 31, 2004, 2003 and 2002, respectively, and net income as reported in the statement of operations would have been lower by $61 million, $53 million and $52 million for the years then ended, respectively. 12. Contingencies and Guarantees The Company has unconditionally guaranteed repayment of $350 million of senior notes and up to $50 million of bank borrowings owed by Russell. In the normal course of business, the Company has guaranteed certain obligations of other affiliates and made guarantees of operating leases or future minimum compensation payments on behalf of its field management. The maximum exposure under these guarantees totaled approximately $406 million at December 31, 2004. The Company believes that the likelihood is remote that payments will be required under these guarantees and therefore has not accrued a contingent liability in the consolidated statement of financial position. In addition, the Company routinely makes commitments to fund mortgage loans or other investments in the normal course of business. These commitments aggregated to $2.8 billion at December 31, 2004 and were extended at market interest rates and terms. The Company is engaged in various legal actions in the normal course of its investment and insurance operations. In the opinion of management, losses that may ultimately result from such actions would not have a material effect on the Company's financial position at December 31, 2004. 13. Related Party Transactions On May 13, 2004 the Company sold its majority interest in Baird Holding Company ("Baird") to Baird management and employees. At the time of the sale, the Company owned approximately 51% of Baird common stock, with Baird management and employees owning the remainder. The Company realized a $30 million gain on the sale of its remaining interest in Baird, which is reported in realized capital gains in the consolidated statement of operations. The Company financed a substantial portion of the sales price through the purchase, at par, of $240 million of subordinated notes, with attached warrants, issued by Baird. Notes in the amount of $215 million remain outstanding at December 31, 2004 and are classified as bonds in the consolidated statement of financial position. During 2004, the Company refinanced a credit facility owed by Russell and provided additional capital through the purchase, at par, of $258 million of notes issued by Russell. Notes in the amount of $218 million remain outstanding at December 31, 2004 and are classified as bonds in the consolidated statement of financial position. During 2004, the Company transferred investments to a wholly-owned subsidiary as a capital contribution. The fair value of these securities was $222 million at the time of transfer. Realized capital gains of $2 million were recognized during 2004 upon the transfer of these assets. During 2003, the Company transferred investments to a majority-owned investment subsidiary as a capital contribution. The fair value of these securities was $219 million at the time of the F-27 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL The Northwestern Mutual Life Insurance Company Notes to Consolidated Statutory Financial Statements December 31, 2004, 2003, and 2002 - -------------------------------------------------------------------------------- transfer. Realized capital losses of $7 million were recognized during 2003 upon the transfer of these assets. 14. Fair Value of Financial Instruments The fair value of investment assets, including derivatives, and certain policy liabilities at December 31, 2004 and 2003 were as follows:
December 31, 2004 December 31, 2003 ------------------- ------------------- Statement Fair Statement Fair Value Value Value Value --------- ------- --------- ------- (in millions) Assets: Bonds $60,930 $63,791 $55,571 $58,596 Common and preferred stocks 7,414 9,312 6,577 8,488 Mortgage loans 17,240 18,674 16,426 18,086 Real estate 1,619 2,415 1,481 2,122 Policy loans 9,750 10,771 9,546 9,839 Other investments 5,774 6,491 4,851 5,373 Cash and short-term investments 2,949 2,949 2,594 2,594 Liabilities: Investment-type insurance reserves $ 4,023 $ 3,824 $ 3,989 $ 3,759
Fair value of bonds, common and preferred stocks and derivative financial instruments are based upon quoted market prices, when available. For those not actively traded fair value is estimated using independent pricing services or internally developed pricing models. See Note 11 regarding the statement value of the Company's investment in Russell. The fair value of mortgage loans is estimated by discounting estimated future cash flows using market interest rates for debt with comparable credit risk and maturities. Real estate fair value is determined by discounting estimated future cash flows using market interest rates. Policy loan fair value is estimated based on discounted projected cash flows using market interest rates and assumptions regarding future loan repayments based on Company experience. Other investments include real estate joint ventures, which are valued by discounting estimated future cash flows using market interest rates, as well as other joint ventures and partnerships, for which the equity accounting basis approximates fair value. The fair value of investment-type insurance reserves is estimated by discounting estimated future cash flows at market interest rates for similar instruments with comparable maturities. F-28 PRICEWATERHOUSECOOPERS - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 100 E. Wisconsin Ave., Suite 1500 Milwaukee WI 53202 Telephone (414) 212 1600 Report of Independent Registered Public Accounting Firm To the Board of Trustees and Policyowners of The Northwestern Mutual Life Insurance Company We have audited the accompanying consolidated statement of financial position of The Northwestern Mutual Life Insurance Company and its subsidiary ("the Company") as of December 31, 2004 and 2003, and the related consolidated statements of operations, of changes in surplus and of cash flows for each of the three years in the period ended December 31, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards of the Public Company Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 1 to the financial statements, the Company prepared these consolidated financial statements using accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (statutory basis of accounting), which practices differ from accounting principles generally accepted in the United States of America. Accordingly, the consolidated financial statements are not intended to represent a presentation in accordance with accounting principles generally accepted in the United States of America. The effects on the consolidated financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material. In our opinion, the consolidated financial statements audited by us (1) do not present fairly in conformity with generally accepted accounting principles, the financial position of The Northwestern Mutual Life Insurance Company and its subsidiary as of December 31, 2004 and 2003, or the results of their operations or their cash flows for each of the three years in the period ended December 31, 2004 because of the effects of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America referred to in the preceding paragraph, and (2) do present fairly, in all material respects, the financial position of The Northwestern Mutual Life Insurance Company and its subsidiary as of December 31, 2004 and 2003 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, on the basis of accounting described in Note 1. /s/ PRICEWATERHOUSECOOPERS LLP January 24, 2005 F-29 PART C OTHER INFORMATION Item 26. Exhibits - -------------------------------------------------------------------------------- Filed Herewith/Incorporated Herein Exhibit Description By Reference To - -------------------------------------------------------------------------------- (a) Resolution of Board of Exhibit A(1) to Form S-6 Trustees of The Northwestern Registration Statement for Mutual Life Insurance Company Northwestern Mutual Variable Life establishing the Account Account, File No. 333-36865, filed October 1, 1997 - -------------------------------------------------------------------------------- (b) Not Applicable - -------------------------------------------------------------------------------- (c) Distribution Agreement entered Exhibit (c) to Form N-6 into on October 3, 1968 Post-Effective Amendment No. 8 for between The Northwestern Northwestern Mutual Variable Life Mutual Life Insurance Company Account, File No. 333-36865, filed and NML Equity Services, Inc. February 28, 2003 (n/k/a Northwestern Mutual Investment Services, LLC) - -------------------------------------------------------------------------------- (d) Flexible Premium Variable Life Exhibits A(5)(a), A(5)(b), and Insurance Policy, RR.VEL. A(5)(c) to Form S-6 Post-Effective (0398), including Policy Amendment No. 6 for Northwestern amendments Mutual Variable Life Account, File No. 333-36865, filed May 31, 2001 Form of Notice of short-term cancellation right - -------------------------------------------------------------------------------- (e) Form of Life Insurance Filed herewith Application 90-1 L.I.(0198) WISCONSIN, Certification That Basic Illustration Will Be Delivered 17-1114 (0197) and Application Supplement (1003) - -------------------------------------------------------------------------------- (f)1(a) Restated Articles of Exhibit A(6)(a) to Form S-6 Incorporation of The Post-Effective Amendment No. 18 for Northwestern Mutual Life Northwestern Mutual Variable Life Insurance Company (adopted Account, File No. 2-89972, filed July 26, 1972) April 26, 1996 - -------------------------------------------------------------------------------- (f)1(b) Amended By-Laws of The Exhibit (f) to Form N-6 Northwestern Mutual Life Post-Effective Amendment No. 8 for Insurance Company dated Northwestern Mutual Variable Life December 4, 2002 Account, File No. 333-36865, filed February 28, 2003 - -------------------------------------------------------------------------------- (g) Form of Reinsurance Agreement Exhibit (g) to Form N-6 Post-Effective Amendment No. 8 for Northwestern Mutual Variable Life Account, File No. 333-36865, field February 28, 2003 - -------------------------------------------------------------------------------- (h)1(a) Participation Agreement dated Exhibit (b)(8)(a) to Form N-4 March 16, 1999 Among Russell Post-Effective Amendment No. 66 for Insurance Funds, Russell Fund NML Variable Annuity Account B, Distributors, Inc. and The File No. 2-29240, filed on Northwestern Mutual Life April 28, 2005 Insurance Company - -------------------------------------------------------------------------------- (h)1(b) Participation Agreement dated Exhibit (b)(8)(b) to Form N-4 May 1, 2003 among Variable Post-Effective Amendment No. 66 for Insurance Products Funds, NML Variable Annuity Account B, Fidelity Distributors and The File No. 2-29240, filed on Northwestern Mutual Life April 28, 2005 Insurance Company - -------------------------------------------------------------------------------- C-1 - -------------------------------------------------------------------------------- (h)1(c) Administrative Service Fee Exhibit (b)(8)(c) to Form N-4 Agreement dated February 28, Post-Effective Amendment No. 66 1999 between The Northwestern for NML Variable Annuity Account Mutual Life Insurance Company B, File No. 2-29240, filed on and Frank Russell Company April 28, 2005 - -------------------------------------------------------------------------------- (i) Not Applicable - -------------------------------------------------------------------------------- (j) Agreement entered into on Exhibit A(8) to Form S-6 February 13, 1984 among Registration Statement for Northwestern Mutual Variable Northwestern Mutual Variable Life Life Account, The Northwestern Account, File No. 333-36865, Mutual Life Insurance Company filed October 1, 1997 and NML Equity Services, Inc. (n/k/a Northwestern Mutual Investment Services, LLC) - -------------------------------------------------------------------------------- (k) Opinion and Consent of John M. Exhibit 2 to Form S-6 Bremer, Esq. dated January 13, Pre-Effective Amendment No. 1 for 1998 Northwestern Mutual Variable Life Account, File No. 333-36865, filed January 13, 1998 - -------------------------------------------------------------------------------- (l) Not Applicable - -------------------------------------------------------------------------------- (m) Not Applicable - -------------------------------------------------------------------------------- (n) Consent of Filed herewith PricewaterhouseCoopers LLP dated April 26, 2005 - -------------------------------------------------------------------------------- (o) Not Applicable - -------------------------------------------------------------------------------- (p) Not Applicable - -------------------------------------------------------------------------------- (q) Memorandum describing issuance, Exhibit A(9)(c) to Form S-6 transfer and redemption Registration Statement for procedures pursuant to Rule Northwestern Mutual Variable Life 6e-3(T)(b)(12)(iii) and method Account, File No. 333-36865, of computing cash adjustment filed October 1, 1997 upon exercise of right to exchange for fixed-benefit insurance pursuant to Rule 6e-3(T)(b)(13)(v)(B) herein by reference. - -------------------------------------------------------------------------------- C-2 Item 27. Directors and Officers of the Depositor The following lists include all of the Trustees, executive officers and other officers of The Northwestern Mutual Life Insurance Company without regard to their activities relating to variable life insurance policies or their authority to act or their status as "officers" as that term is used for certain purposes of the federal securities laws and rules thereunder. TRUSTEES Name Business Address - ---- ---------------- Edward E. Barr Sun Chemical Corporation 222 Bridge Plaza South Fort Lee, NJ 07024 John M. Bremer The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Peter W. Bruce The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Robert C. Buchanan Fox Valley Corporation 100 West Lawrence Street P.O. Box 727 Appleton, WI 54911 George A. Dickerman 68 Normandy Road Longmeadow, MA 01106-1259 Connie K. Duckworth ARZU 77 Stone Gate Lane Lake Forest, IL 60045 Pierre S. du Pont Richards, Layton & Finger P.O. Box 551 1 Rodney Square Wilmington, DE 19899 James D. Ericson 777 East Wisconsin Avenue Suite 3010 Milwaukee, WI 53202 David A. Erne Reinhart Boener Van Deuren sc 1000 North Water Street Suite 2100 Milwaukee, WI 53202 C-3 J. E. Gallegos Gallegos Law Firm 460 St. Michaels Drive Building 300 Santa Fe, NM 87505 Stephen N. Graff 805 Lone Tree Road Elm Grove, WI 53122-2014 Patricia Albjerg Graham Graduate School of Education Harvard University 420 Gutman Cambridge, MA 02138 James P. Hackett Steelcase Inc. 901 - 44th Street Grand Rapids, MI 49508 Stephen F. Keller 101 South Las Palmas Avenue Los Angeles, CA 90004 Barbara A. King Landscape Structures, Inc. Route 3 601-7th Street South Delano, MN 55328 Margery Kraus APCO Worldwide 1615 L Street, NW, Suite 900 Washington, DC 20036 J. Thomas Lewis 228 St. Charles Avenue Suite 1024 New Orleans, LA 70130 Daniel F. McKeithan, Jr. Tamarack Petroleum Company, Inc. Suite 1920 777 East Wisconsin Avenue Milwaukee, WI 53202 Ulice Payne, Jr. Addison-Clifton, L.L.C. Suite 245 13555 Bishop's Court Brookfield, WI 53005 H. Mason Sizemore, Jr. 2054 N.W. Blue Ridge Drive Seattle, WA 98177 Sherwood H. Smith, Jr. CP&L 421 Fayetteville Street Mall P.O. Box 1551 Raleigh, NC 27602 Peter M. Sommerhauser Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202-3590 C-4 John E. Steuri 52 River Ridge Road Little Rock, AR 72227-1518 John J. Stollenwerk Allen-Edmonds Shoe Corporation 201 East Seven Hills Road P.O. Box 998 Port Washington, WI 53074-0998 Barry L. Williams Williams Pacific Ventures, Inc. 4 Embarcadero Center, Suite 3700 San Francisco, CA 94111 Kathryn D. Wriston c/o Shearman & Sterling 599 Lexington Avenue, Room 1064 New York, NY 10022 Edward J. Zore The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 EXECUTIVE OFFICERS Name Title - ---- ----- Edward J. Zore President and Chief Executive Officer John M. Bremer Chief Operating Officer (Chief Compliance Officer) Peter W. Bruce Chief Insurance Officer Deborah A. Beck Executive Vice President (Planning and Technology) William H. Beckley Executive Vice President (Agencies) Mason G. Ross Executive Vice President and Chief Investment Officer Mark G. Doll Senior Vice President (Public Markets) Richard L. Hall Senior Vice President (Life Product) William C. Koenig Senior Vice President and Chief Actuary Gregory C. Oberland Senior Vice President (Insurance Operations) Barbara F. Piehler Senior Vice President and Chief Information Officer Gary A. Poliner Senior Vice President & Chief Financial Officer Marcia Rimai Senior Vice President (Marketing) Charles D. Robinson Senior Vice President (Investment Products and Services) John E. Schlifske Senior Vice President (Investment Products and Services and Affiliates) Leonard F. Stecklein Senior Vice President (Investment Products Operations) Frederic H. Sweet Senior Vice President (Corporate and Government Relations) Robert J. Berdan Vice President, General Counsel and Secretary Michael G. Carter Vice President (Policyowner Services) Steven T. Catlett Vice President ( Investment Products) David D. Clark Vice President (Real Estate) Gloster B. Current Vice President (Corporate Planning) Thomas E. Dyer Vice President (Corporate Services) Christine H. Fiasca Vice President (Field System Administration) John M. Grogan Vice President (Field Services and Support) John C. Kelly Vice President and Controller John L. Kordsmeier Vice President (New Business) Susan A. Lueger Vice President (Human Resources) Jeffrey J. Lueken Vice President (Securities) Jean M. Maier Vice President (Compliance/Best Practices) C-5 Meridee J. Maynard Vice President (Disability Income and Long-Term Care) Brenda F. Skelton Vice President (Communications) J. Edward Tippetts Vice President (Field Development) Martha M. Valerio Vice President (Technology Research and Web Resources) Michael L. Youngman Vice President (Government Relations) OTHER OFFICERS Name Title - ---- ----- John Abbott Director DI Special Invest Unit/Field Benefit Reps Carl Amick Director DI Product/Standards Jason Anderson Assistant Director Tax Mark Backe Asst. General Counsel & Asst. Secretary Walter Barlow Assistant Director Education Rebekah Barsch Director-Annuity Prod Beth M. Berger Asst. General Counsel & Asst. Secretary Frederick W. Bessette Asst. General Counsel & Asst. Secretary Maryann Bialo Assistant Director DI Benefit Carrie Bleck Director Policyowner Services Melissa Bleidorn Asst. General Counsel & Asst. Secretary Sandra Botcher Asst. General Counsel & Asst. Secretary Anne Brower Asst. General Counsel & Asst. Secretary Michael S. Bula Asst. General Counsel & Asst. Secretary Gwen Canady Director Corporate Reporting Kurt Carbon Director Life Lay Standards Walt Chossek Director-Finance Tom Christianson Director Advanced Business Services Alan Close Director Accounting Policy James Coleman Vice President Brand and Advertising Barbara Courtney Director Mutual Fund Accounting Dennis Darland Assistant Director DI Benefit Mark Diestelmeier Asst. General Counsel & Asst. Secretary John E. Dunn Asst. General Counsel & Asst. Secretary James R. Eben Asst. General Counsel & Asst. Secretary Carol Flemma Director-IPS Bus Development/Sales Support Don Forecki Director Investment Operations James C. Frasher Asst. General Counsel & Asst. Secretary John Garofani Asst. General Counsel & Asst. Secretary Sheila Gavin Asst. General Counsel & Asst. Secretary Don Gehrke Director-Inv Client Services Tim Gerend Asst. General Counsel & Asst. Secretary Wally Givler Vice President Investment Accounting Kevin M. Gleason Asst. General Counsel & Asst. Secretary Bob Gleeson Vice President & Medical Director Jason Goetze Assistant Director Long Term Care Compliance/Sales C. Claibourne Greene Asst. General Counsel & Asst. Secretary Tom Guay Vice President Underwriting Standards Greg Gurlik Director Long Term Care Product Development Gary Hewitt Vice President Treasury & Investment Operations Dick Hoffman Vice President Audit Diane Horn Director NMIS Compliance Elizabeth Idleman Asst. General Counsel & Asst. Secretary Todd Jones Asst Director- IPS Finance C-6 Name Title - ---- ----- Mark Kaprelian Asst. General Counsel & Asst. Secretary David B. Kennedy Asst. General Counsel & Asst. Secretary Jim Kern Director DI Underwriting Don Kiefer Vice President Actuary James Koelbl Asst. General Counsel & Asst. Secretary Abim Kolawole Asst. General Counsel & Asst. Secretary Robert Kowalsky Vice President & Chief Architect Carol L. Kracht Vice President, Deputy General Counsel & Investment Counsel Pat Krueger Director Annuity Customer Service Todd Kuzminski Assistant Director Investment Accounting Dean Landry Assistant Director Investment Accounting Donna Lemanczyk Director-Investment Closing Elizabeth Lentini Asst. General Counsel & Asst. Secretary Sally J. Lewis Asst. General Counsel & Asst. Secretary James Lodermeier Senior Actuary George R. Loxton Asst. General Counsel & Asst. Secretary Dean Mabie Asst. General Counsel & Asst. Secretary Jon Magalska Actuary Raymond J. Manista Vice President & Litigation Counsel Steve Mannebach Director Field Management Development Jeff Marks Director Special Projects Steve Martinie Asst. General Counsel & Asst. Secretary Ted Matchulat Director Product Compliance Allan McDonnell Director-Order Entry Desk James L. McFarland Asst. General Counsel & Asst. Secretary Patrick McKeown Investment Research Consultant Larry S. Meihsner Asst. General Counsel & Asst. Secretary Bob Meilander Vice President Corporate Actuary Christopher Menting Asst. General Counsel & Asst. Secretary Richard E. Meyers Asst. General Counsel & Asst. Secretary Joanne Migliaccio Director Field Services and Support Michael Mihm Asst Director-IPS Field Consulting Lynn Milewski Director Annuity New Business Compliance Daniel Moakley Asst. General Counsel & Asst. Secretary Jill Mocarski Medical Director Karen Molloy Director Banking & Cash Management Diane Moro-Goane Director Marketing Materials Review Scott J. Morris Asst. General Counsel & Asst. Secretary Jennifer W. Murphy Asst. General Counsel & Asst. Secretary David K. Nelson Asst. General Counsel & Asst. Secretary Tim Nelson Director Market Conduct Mary S. Nelson Asst. General Counsel & Asst. Secretary Jeffrey Niehaus Director- Business Retirement Markets Kathleen Oman Director-IPS Systems Timothy Otto Asst. General Counsel & Asst. Secretary Art Panighetti Vice President Tax Randy M. Pavlick Asst. General Counsel & Asst. Secretary David W. Perez Asst. General Counsel & Asst. Secretary Judith L. Perkins Asst. General Counsel & Asst. Secretary Pete Peterson Director Long Term Care Administration William C. Pickering Asst. General Counsel & Asst. Secretary Harvey W. Pogoriler Asst. General Counsel & Asst. Secretary C-7 Name Title - ---- ----- Randy Powell Medical Director Thomas Rabenn Asst. General Counsel & Asst. Secretary Dave Remstad Vice President Life Product Tom Richards Vice President Agency Development Dick Richter Vice President System Administration Dan Riedl President & CEO, Northwestern Mutual Investment Services, LLC Kathleen M. Rivera Vice President, Deputy General Counsel, Products & Distribution Beth Rodenhuis Director of Planning and Projects Tammy Roou Asst. General Counsel & Asst. Secretary Linda Schaefer Director Policyowner Services Cal Schattschneider Director of Strategic Analysis Thomas F. Scheer Asst. General Counsel & Asst. Secretary Jane Ann Schiltz Vice President Estate Market Kathleen H. Schluter Vice President & Tax Counsel Sue Schmeidel Director Field Development Calvin Schmidt Vice President Information Systems Rodd Schneider Asst. General Counsel & Asst. Secretary Catherine L. Shaw Asst. General Counsel & Asst. Secretary David Silber Asst. General Counsel & Asst. Secretary Stephen M. Silverman Asst. General Counsel & Asst. Secretary Dave Simbro Vice President Long Term Care Warren Smith Assistant Director-Architecture Diane Smith Assistant Director Policyowner Services Mark W. Smith Associate General Counsel & Asst. Secretary Richard Snyder Director-Mutual Fund Prod Steve Sperka Director DI Benefits Karen Stevens Asst. General Counsel & Asst. Secretary Steve Stone Director IS Finance Cheryl Svehlek Assistant Director DI Underwriting Large Case Rachel Taknint Vice President, Department Planning and Operations & Associate General Counsel Paul Tews Director Investment Planning Kellen Thiel Director-Managed Products Donald G. Tyler Vice President-IPS Sales Mary Beth Van Groll Vice President Information Systems Natalie Versnik Assistant Director SIU Andy Ware Vice President Actuary Joel Weiner Medical Director Rachel Weitzer Asst Director-Products & Sales Service Support Catherine A. Wilbert Asst. General Counsel & Asst. Secretary Don Wilkinson Vice President Agency Administration Jeff Williams Director Corporate Risk Management Anne Wills Director-Separate Accounts Operation Compliance John Wilson Director Long Term Care Sales Support Penny Woodcock Assistant Director DI Quality Assurance Robert Wright Director-Russell Strategic Support Catherine M. Young Asst. General Counsel & Asst. Secretary Rick Zehner Vice President Life Product Patti Zimmermann Director Investment Technology & Development Philip Zwieg Vice President Information Systems Bob Zysk Director Tax Compliance C-8 The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Item 28. Persons Controlled By or Under Common Control with the Depositor or Registrant The subsidiaries of The Northwestern Mutual Life Insurance Company ("Northwestern Mutual"), as of January 31, 2005 are set forth on pages C-10 through C-12. In addition to the subsidiaries set forth on pages C-10 through C-12, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual: 1. NML Variable Annuity Account A 2. NML Variable Annuity Account B 3. NML Variable Annuity Account C 4. Northwestern Mutual Variable Life Account Northwestern Mutual Series Fund, Inc. and Russell Investment Funds (the "Funds"), shown on page C-10 as subsidiaries of Northwestern Mutual, are investment companies, registered under the Investment Company Act of 1940, offering their shares to the separate accounts identified above; and the shares of the Funds held in connection with certain of the accounts are voted by Northwestern Mutual in accordance with voting instructions obtained from the persons who own, or are receiving payments under, variable annuity contracts or variable life insurance policies issued in connection with the accounts, or in the same proportions as the shares which are so voted. C-9 NORTHWESTERN MUTUAL CORPORATE STRUCTURE/1/ (as of January 31, 2005) Jurisdiction of The Northwestern Mutual Life Insurance Company Incorporation Bradford, Inc. - 100%...................................................Delaware Chateau, LLC - 100%.....................................................Delaware Frank Russell Company - 85.48%........................................Washington Frank Russell Investment Management Company - 85.48%..................Washington Health Invest, LLC - 100%...............................................Delaware JYD Assets, LLC - 100%..................................................Delaware Jersey Par, LLC - 100%..................................................Delaware Mason Street Advisors, LLC - 100%.......................................Delaware Mason Street Funds, Inc. (and its 11 funds) - 70%/2/....................Maryland Network Planning Advisors, L.L.C. - 100%...............................Wisconsin NM-Exchange, LLC - 100%.................................................Delaware NM Harrisburg, Inc. - 100%..........................................Pennsylvania NMIS Alabama Agency, LLC - 100%..........................................Alabama NMIS Georgia Agency, LLC - 100%..........................................Georgia NMIS Massachusetts Insurance Agency, LLC - 100%....................Massachusetts NML Buffalo Agency, Inc. - 100%.........................................New York NML - CBO, LLC - 100%...................................................Delaware NML/Mid Atlantic, Inc. - 100%.........................................New Jersey NML/Tallahassee, Inc. - 100%.............................................Florida Northwestern Foreign Holdings B.V. - 100%............................Netherlands Northwestern International Holdings, Inc. - 100%........................Delaware Northwestern Investment Management Company, LLC - 100%..................Delaware Northwestern Long Term Care Insurance Company - 100%....................Illinois Northwestern Mutual Investment Services, LLC - 100%....................Wisconsin Northwestern Mutual Las Vegas, Inc. - 100%................................Nevada Northwestern Mutual Series Fund, Inc. (and its 18 portfolios) - 100%/3/......................................Maryland Northwestern Mutual Trust Company - 100% ...................Federal Savings Bank Northwestern Reinsurance Holdings N.V. - 100%........................Netherlands Northwestern Securities Holdings, LLC - 100%............................Delaware NVOP, Inc. - 100%.......................................................Delaware Russell Investment Funds (and its 5 funds) - 85.48%...............Massachusetts Saskatoon Centre, Limited - 100% (inactive)......................Ontario, Canada C-10 Jurisdiction of NML Securities Holdings, LLC - 100% Incorporation Alexandra International Sales, Inc. - 100% .......................Virgin Islands Baraboo, Inc. - 100% ...................................................Delaware Brendan International Sales, Inc. - 100%..........................Virgin Islands Brian International Sales, Inc. - 100%............................Virgin Islands Carlisle Ventures, Inc. - 100%..........................................Delaware Chateau, Inc. - 100%....................................................Delaware Chateau I, LP - 100%....................................................Delaware Coral, Inc. - 100%......................................................Delaware Elderwood International Sales, Inc. - 100%........................Virgin Islands Elizabeth International Sales, Inc. - 100%........................Virgin Islands Hazel, Inc. - 100%......................................................Delaware Higgins, Inc. - 100%....................................................Delaware Highbrook International Sales, Inc. - 100%........................Virgin Islands Hobby, Inc. - 100%......................................................Delaware Jack International Sales, Inc. - 100%.............................Virgin Islands Justin International FSC, Inc. - 100%.............................Virgin Islands KerryAnne International Sales, Inc. - 100%........................Virgin Islands Klode, Inc. - 100%......................................................Delaware Kristiana International Sales, Inc. - 100%........................Virgin Islands Lake Bluff, Inc. - 100% (inactive)......................................Delaware Lydell, Inc. - 100%.....................................................Delaware Mallon International Sales, Inc. - 100%...........................Virgin Islands Maroon, Inc. - 100%.....................................................Delaware Mason & Marshall, Inc. - 100%...........................................Delaware Nicolet, Inc. - 100%....................................................Delaware NML Development Corporation - 100%......................................Delaware North Van Buren, Inc. - 100%............................................Delaware Northwestern Ellis Company - 100%...........................Novia Scotia, Canada Northwestern Mutual Life International, Inc. - 100%.............................................Delaware Northwestern Securities Partnership Holdings, LLC - 100%...............Delaware NR2004-1, LLC - 100%....................................................Delaware NW Pipeline, Inc. - 100%...................................................Texas Painted Rock Development Corporation - 100%..............................Arizona Park Forest Northeast, Inc. - 100%......................................Delaware Regina International Sales, Inc. - 100%...........................Virgin Islands Sean International Sales, Inc. - 100%.............................Virgin Islands Stadium and Arena Management, Inc. - 100%...............................Delaware Travers International Sales, Inc. - 100%..........................Virgin Islands Tupelo, Inc. - 100% ....................................................Delaware White Oaks, Inc. - 100%.................................................Delaware C-11 Jurisdiction of NML Real Estate Holdings, LLC - 100% Incorporation Amber, LLC - 100%.......................................................Delaware Bayridge, LLC - 100%....................................................Delaware Burgundy, LLC- 100%.....................................................Delaware Cass Corporation - 100%.................................................Delaware Diversey, Inc. - 100%...................................................Delaware Elizabeth Lakes Associates - 100% (inactive)............................Michigan Green Room Properties, LLC - 100%.......................................Delaware INV Corp. - 100%........................................................Delaware Larkin, Inc. - 100%.....................................................Delaware Logan, Inc. - 100%......................................................Delaware Mitchell, Inc. - 100%...................................................Delaware New Arcade, LLC - 100%.................................................Wisconsin Northwestern Real Estate Partnership Holdings, LLC - 100%...............Delaware Olive, Inc. - 100%......................................................Delaware RE Corporation - 100%...................................................Delaware Rocket Sports, Inc. - 100%.................................................Texas Russet, Inc. - 100% ....................................................Delaware St. James Apartments, LLC - 100% .......................................Delaware Solar Resources, Inc. - 100%...........................................Wisconsin Summerhill Management, LLC - 100%.......................................Delaware Summerhill Property, LLC - 100%.........................................Delaware Summit Mall, LLC - 100%.................................................Delaware (1) Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2004, they did not constitute a significant subsidiary as defined by Regulation S-X. Certain investment partnerships and limited liability companies that hold real estate assets of The Northwestern Mutual Life Insurance Company are not represented. Excluded is the entire corporate structure under Frank Russell Company. (2) Aggressive Growth Stock, Asset Allocation, Growth Stock, High Yield Bond, Index 400 Stock, Index 500 Stock, International Equity, Large Cap Core Stock, Municipal Bond, Select Bond, Small Cap Growth Stock. (3) Aggressive Growth Stock, Alliance Bernstein Mid Cap Value, Asset Allocation, Balanced, Capital Guardian Domestic Equity, Franklin Templeton International Equity, Growth Stock, High Yield Bond, Index 400 Stock, Index 500 Stock, International Growth Stock, Janus Capital Appreciation, Large Cap Core Stock, Money Market, Select Bond, Small Cap Growth Stock, T. Rowe Price Small Cap Value, T. Rowe Price Equity Income. C-12 Item 29. Indemnification That portion of the By-laws of Northwestern Mutual relating to indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual, amended by resolution and previously filed as an exhibit to the registration statement for Northwestern Mutual Variable Life Account on July 15, 1998. Item 30. Principal Underwriters (a) Northwestern Mutual Investment Services, LLC ("NMIS"), the co-depositor of the Registrant, may be considered the principal underwriter currently distributing securities of the Registrant. NMIS is also co-depositor, and may be considered the principal underwriter, for NML Variable Annuity Account B, a separate investment account of Northwestern Mutual registered under the Investment Company Act of 1940 as a unit investment trust. In addition, NMIS is the principal underwriter for Mason Street Funds, Inc., a management investment company registered as such under the Investment Company Act of 1940. (b) The directors and officers of NMIS are as follows: Name Position - ---- -------- Rebekah B. Barsch Director, Annuities William H. Beckley Director Mark S. Bishop Director, Field Supervision Robert A. Brooks Sales Desk Manager Steven T. Catlett Vice President, Investment Products Walter J. Chossek Treasurer Eric P. Christophersen Vice President and Chief Compliance Officer David J. Dorshorst Director, Field Services and Support Christina H. Fiasca Director Carol J. Flemma Director, Business Development John Ford Regional Vice President Stephen J. Frankl Director, Field Training and Development Don P. Gehrke Director, Retail Investment Operations Mark J. Gmach Regional Vice President, Field Supervision John M. Grogan Vice President, Field Services and Support Richard L. Hall Senior Vice President, Life Product Diane B. Horn Director, NMIS Compliance Robert J. Johnson Director, Field Compliance and Review Mark A. Kaprelian Secretary John C. (Chris) Kelly Assistant Treasurer John L. Kordsmeier Vice President, Variable Life Sales Patricia A. Krueger Director, Annuity Operations Mac McAuliffe Regional Vice President Jean M. Maier Senior Vice President, Compliance/Best Practices Allan J. McDonell Director, Retail Investment Services Joanne M. Migliaccio Director, Field Services and Support Lynn A. Milewski Director, Annuity Operations Jennifer Murphy Assistant Secretary John E. Muth Director, Marketing Materials Review Jeffrey J. Niehaus Director, Business Retirement Markets Gregory C. Oberland Senior Vice President, Insurance Operations Jennifer O'Leary Assistant Treasurer Daniel J. O'Meara Regional Vice President, Field Supervision C-13 Chris E. Peterson Regional Vice President Richard R. Richter Regional Vice President, Field Management Daniel A. Riedl Director; President and CEO Charles D. Robinson Director Robin E. Rogers Assistant Director, Field Services and Support John E. Schlifske Director Richard P. Snyder Director, Mutual Funds Leonard F. Stecklein Senior Vice President, Investment Product Operations Kellen A. Thiel Director, Managed Products J. Edward Tippetts Vice President, Field Development Donald G. Tyler Vice President, Investment Product Sales Thomas A. Waisnor Regional Vice President Donald R. Wilkinson Vice President, Field Management Brian D. Wilson Regional Vice President Robert E. Zysk Assistant Treasurer The address for each director and officer of NMIS is 611 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. (c) During 2004 life insurance agents of Northwestern Mutual who are also registered representatives of NMIS received commissions, including general agent overrides, in the aggregate amount of $84,959,069 for sales of variable life insurance policies, and interests therein, issued in connection with the Registrant. Item 31. Location of Accounts and Records All accounts, books or other documents required to be maintained in connection with the Registrant's operations are maintained in the physical possession of Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Item 32. Management Services There are no management-related service contracts, other than those referred to in Part A or Part B of this Registration Statement, under which management-related services are provided to the Registrant and pursuant to which total payments of $5,000 or more were made during any of the last three fiscal years. Item 33. Fee Representation The Northwestern Mutual Life Insurance Company hereby represents that the fees and charges deducted under the variable life insurance policies which are the subject of this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company under the policies. C-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Northwestern Mutual Variable Life Account, certifies that it meets all of the requirements for effectiveness of this Amended Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amended Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the 26th day of April, 2005. NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT (Registrant) By THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) Attest: /s/ ROBERT J. BERDAN By: /s/ EDWARD J. ZORE --------------------------------- ---------------------------------- Robert J. Berdan, Vice President, Edward J. Zore, President General Counsel and Secretary and Chief Executive Officer By NORTHWESTERN MUTUAL INVESTMENT SERVICES, LLC (Depositor) Attest: /s/ MARK A. KAPRELIAN By: /s/ DANIEL A. RIEDL --------------------------------- ---------------------------------- Mark A. Kaprelian, Secretary Daniel A. Riedl, President and CEO Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed by the Depositors on the 26th day of April 2005. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) Attest: /s/ ROBERT J. BERDAN By: /s/ EDWARD J. ZORE --------------------------------- ---------------------------------- Robert J. Berdan, Vice President, Edward J. Zore, President General Counsel and Secretary and Chief Executive Officer NORTHWESTERN MUTUAL INVESTMENT SERVICES, LLC (Depositor) Attest: /s/ MARK A. KAPRELIAN By: /s/ DANIEL A. RIEDL -------------------------------- ---------------------------------- Mark A. Kaprelian, Secretary Daniel A. Riedl, President and CEO Pursuant to the requirements of the Securities Act of 1933, this Amended Registration Statement has been signed below by the following persons in the capacities with the Depositor and on the dates indicated: Signature Title - --------- ----- /s/ EDWARD J. ZORE Trustee, President and - --------------------------------- Chief Executive Officer; Edward J. Zore Principal Executive Officer /s/ GARY A. POLINER Senior Vice President and - --------------------------------- Chief Financial Officer; Gary A. Poliner Principal Financial Officer /s/ JOHN C. KELLY Vice President and Controller; - --------------------------------- Principal Accounting Officer John C. Kelly C-15 /s/ J. THOMAS LEWIS* Trustee - --------------------------------- J. Thomas Lewis /s/ PATRICIA ALBJERG GRAHAM* Trustee - --------------------------------- Patricia Albjerg Graham /s/ STEPHEN F. KELLER* Trustee - --------------------------------- Stephen F. Keller /s/ PIERRE S. du PONT* Trustee - --------------------------------- Pierre S. du Pont /s/ J. E. GALLEGOS* Trustee - --------------------------------- J. E. Gallegos /s/ KATHRYN D. WRISTON* Trustee - --------------------------------- Kathryn D. Wriston /s/ BARRY L. WILLIAMS* Trustee - --------------------------------- Barry L. Williams /s/ DANIEL F. MCKEITHAN, JR.* Trustee - --------------------------------- Daniel F. McKeithan, Jr. /s/ JAMES D. ERICSON* Trustee - --------------------------------- James D. Ericson /s/ EDWARD E. BARR* Trustee - --------------------------------- Edward E. Barr /s/ ROBERT C. BUCHANAN* Trustee - --------------------------------- Robert C. Buchanan /s/ SHERWOOD H. SMITH, JR.* Trustee - --------------------------------- Sherwood H. Smith, Jr. /s/ H. MASON SIZEMORE, JR.* Trustee - --------------------------------- H. Mason Sizemore, Jr. /s/ JOHN J. STOLLENWERK* Trustee - --------------------------------- John J. Stollenwerk C-16 /s/ GEORGE A. DICKERMAN* Trustee - --------------------------------- George A. Dickerman /s/ JOHN E. STEURI* Trustee - --------------------------------- John E. Steuri /s/ STEPHEN N. GRAFF* Trustee - --------------------------------- Stephen N. Graff /s/ BARBARA A. KING* Trustee - --------------------------------- Barbara A. King /s/ PETER M. SOMMERHAUSER* Trustee - --------------------------------- Peter M. Sommerhauser /s/ JAMES P. HACKETT* Trustee - --------------------------------- James P. Hackett /s/ JOHN M. BREMER* Trustee - --------------------------------- John M. Bremer /s/ PETER W. BRUCE* Trustee - --------------------------------- Peter W. Bruce /s/ DAVID A. ERNE* Trustee - --------------------------------- David A. Erne /s/ MARGERY KRAUS* Trustee - --------------------------------- Margery Kraus Trustee - --------------------------------- Connie K. Duckworth Trustee - --------------------------------- Ulice Payne, Jr. *By: /s/ EDWARD J. ZORE ---------------------------- Edward J. Zore, Attorney in fact, pursuant to the Power of Attorney filed with Post-Effective Amendment No. 10 on February 28, 2005 Each of the signatures is affixed as of April 26, 2005 C-17 EXHIBIT INDEX EXHIBITS FILED WITH FORM N-6 POST-EFFECTIVE AMENDMENT NO. 11 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR NORTHWESTERN MUTUAL VARIABLE EXECUTIVE LIFE - -------------------------------------------------------------------------------- Exhibit Description - -------------------------------------------------------------------------------- (e) Form of Life Insurance Filed herewith Application 90-1 L.I.(0198) WISCONSIN, Certification That Basic Illustration Will Be Delivered 17-1114 (0197) and Application Supplement (1003) - -------------------------------------------------------------------------------- (n) Consent of Filed herewith PricewaterhouseCoopers LLP dated April 26, 2005 - -------------------------------------------------------------------------------- EX-99.E 2 dex99e.htm FORM OF LIFE INSURANCE APPLICATION Form of Life Insurance Application
Exhibit (e)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY    LIFE INSURANCE APPLICATION

720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202
   Page 1

LIFE INSURANCE APPLICATION

INSURED NAME (First, Middle Initial, Last)

POLICY NUMBER


         EF198433



¨ Companion policies

¨ Life & Disability Application

¨ LTC Application

Plan Group Number

¨ APB Option

¨ Exam (NM, PME, MD) in Home Office

1 INSURED

Has an application or informal inquiry ever been made to Northwestern Mutual Life for annuity, life, long-term care or disability insurance on the life of the Insured?    ¨ Yes    ¨ No    If yes, the last policy number is

A.     ¨ Mr.    ¨ Mrs.    ¨ Ms.    ¨ Dr.    ¨ Other

B.     ¨ MALE

C.     BIRTHDATE (Month, Day, Year)


         ¨ FEMALE


D.     STATE OF BIRTH (or Foreign Country):

E.     TAXPAYER IDENTIFICATION NUMBER:

F.      PRIMARY RESIDENCE:


   STREET OR PO BOX:

CITY, STATE, ZIP (Country if other than U.S.A.):

   E-MAIL ADDRESS:

2 APPLICANT

Select ONLY ONE: ¨ Insured at Insured’s Address     OR     ¨ Other (Complete A, B and C)

A.     ¨ Mr.    ¨ Mrs.    ¨ Ms.    ¨ Dr.    ¨ Other

¨ MALE

PERSONAL NAME:

¨ FEMALE

(FIRST, MIDDLE INITIAL, LAST)


RELATIONSHIP TO INSURED:

BIRTHDATE:


OR
MONTH

DAY

YEAR

BUSINESS/TRUST NAME:

TYPE OF ORGANIZATION:     ¨ Trust     ¨ Corporation    ¨ Partnership     ¨ Other type of Business__________

AUTHORIZED COMPANY

REP/TRUSTEE NAME:

B. TAXPAYER IDENTIFICATION NUMBER:

C.     ADDRESS:
   STREET OR PO BOX:

        CITY, STATE, ZIP (Country if other than U.S.A.):

   E-MAIL ADDRESS:

3 PREMIUM PAYER

Select ONLY ONE: ¨ ISA (Omit A through D below) OR    ¨ Insured (Complete D only)    ¨ Applicant (Complete D only)

   ¨ Owner (Complete D only)    ¨ Other (Complete A, B, C and D)

A.     ¨ Mr.    ¨ Mrs.    ¨ Ms.    ¨ Dr.    ¨ Other

¨ MALE

PERSONAL NAME:

¨ FEMALE

(FIRST, MIDDLE INITIAL, LAST)


BIRTHDATE:


MONTH

DAY

YEAR

OR

BUSINESS/TRUST NAME:

B.     TAXPAYER IDENTIFICATION NUMBER:

C.     DAYTIME TELEPHONE NUMBER:


Area Code (                    )

Send premium and other notices regarding this policy to:

D. ADDRESS:    ¨ Insured’s Address     ¨ Applicant’s Address     OR

   STREET OR PO BOX:

        CITY, STATE, ZIP (Country if other than U.S.A.):

   E-MAIL ADDRESS:

90-1 L.I.(0198) WISCONSIN
90-0001-71 (0105)

LIFE INSURANCE APPLICATION

Page 2

EF198433

4 OWNER (CAUTION: A MINOR OWNER CANNOT EXERCISE POLICY RIGHTS.)

Select ONLY ONE:

¨        Insured
(Complete C only)

¨        Applicant
(Complete C only)

¨        Other
(Complete A, B and C)
   ¨ See attached
supplement form

A.     ¨ Mr.    ¨ Mrs.    ¨ Ms.    ¨ Dr.    ¨ Other

¨ MALE

PERSONAL NAME:

¨ FEMALE

FIRST, MIDDLE INITIAL, LAST


RELATIONSHIP TO INSURED:

BIRTHDATE:


OR
MONTH

DAY

YEAR

BUSINESS/TRUST NAME:

RELATIONSHIP TO INSURED:

B. TAXPAYER IDENTIFICATION NUMBER:

C. ADDRESS:    ¨ Insured’s Address     ¨ Applicant’s Address     ¨ Premium Payer’s Address     OR

   STREET OR PO BOX:

        CITY, STATE, ZIP (Country if other than U.S.A.):

   E-MAIL ADDRESS:

5 SUCCESSOR OWNER - COMPLETE THIS SECTION ONLY IF THE OWNER IN QUESTION 4 IS THE APPLICANT AND A SUCCESSOR OWNER IS TO BE NAMED.

(CAUTION: A MINOR OWNER CANNOT EXERCISE POLICY RIGHTS.)

Select ONLY ONE:

¨A. If the Applicant dies before the Insured, the Insured will be the Owner.

¨B. If the Applicant dies before the Insured, the Owner will be:

NAME:


      RELATIONSHIP TO THE INSURED

If both die before the Insured, the Insured will be the Owner.


¨C. The Insured will become the Owner upon attaining the age of                  years. If the Applicant dies before the Insured, the Owner will be:

NAME:


      RELATIONSHIP TO THE INSURED

until the Insured attains such age. Upon the Insured attaining such age, or if both die before the Insured, the Insured will be the Owner.

6 RESERVED

7 ADDITIONAL PURCHASE BENEFIT OPTION - COMPLETE THIS SECTION IF EXERCISING AN APB OPTION (NOTE: SMOKING QUESTIONNAIRE MAY BE REQUIRED.)

A. List the policy number(s) and purchase amount(s) for each option being exercised:

Policy 1
Regular $ Advance $

Policy 2
Regular $ Advance $

Policy 3
Regular $ Advance $

B. If Advance Purchase, the event is:    ¨ Marriage    ¨ Birth of child    ¨ Adoption of child

NAME OF SPOUSE OR CHILD:


   FIRST    MIDDLE INITIAL    LAST

Date and place of marriage, birth or final decree of adoption:


   MONTH    DAY    YEAR       CITY    STATE

C.     Is the amount applied for more than the additional purchase option amount available?
   ¨ Yes    ¨    No

         If yes, what is the excess amount to be underwritten? $


8 SPECIAL DATE - COMPLETE THIS SECTION ONLY IF A SPECIAL POLICY DATE IS BEING REQUESTED

A. PREPAID:

¨ Short Term — Policy Date will coincide with ISA Payment Date (For monthly ISA only)

¨ Short Term to:
                ¨ Date to save age    ¨ Backdate to

   MONTH    DAY    YEAR          MONTH    DAY    YEAR

B.     NONPREPAID:


¨ Specified future date:
                ¨ Date to save age    ¨ Backdate to

   MONTH    DAY    YEAR          MONTH    DAY    YEAR

90-1 L.I. (0198)

LIFE INSURANCE APPLICATION

Page 3

INSURED NAME (First, Middle Initial, Last)
   POLICY NUMBER    EF198433

9        POLICY APPLIED FOR

FIRST POLICY INFORMATION
SECOND POLICY INFORMATION

¨      APPLICATION SUPPLEMENT (required for CompLife and all Variable Life Products)
OR

¨      APPLICATION SUPPLEMENT (required for CompLife and all Variable Life Products)
OR

A.    PLAN:

A.    PLAN:

        AMOUNT: $

        AMOUNT: $

B.    ADDITIONAL BENEFITS:

¨      Waiver of Premium

B.    ADDITIONAL BENEFITS:

¨      Waiver of Premium

(benefit amount)
¨      Accidental Death $
(benefit amount)
¨      Accidental Death $

(amount per option)
¨      Additional Purchase $
(amount per option)
¨      Additional Purchase $

¨      Payor Benefit

¨      Payor Benefit

¨      Indexed Protection

¨      Indexed Protection

¨      Other

¨      Other

C.    ANNUAL DIVIDENDS:

¨      Reduce current premium

C.    ANNUAL DIVIDENDS:

¨      Reduce current premium

¨      Purchase paid-up additions

¨      Purchase paid-up additions

¨      Accumulate at interest

¨      Accumulate at interest

¨      Be paid in cash

¨      Be paid in cash

¨      Be used for a combination of options a

          bove - complete form 18-1364-01

¨      Be used for a combination of options above - complete form 18-1364-01

D.    POLICY LOAN INTEREST RATE OPTION:     ¨ 8%    ¨ Variable Rate

D.    POLICY LOAN INTEREST RATE OPTION:     ¨ 8%    ¨ Variable Rate

10      If an additional benefit cannot be approved, should the company issue a policy without the benefit?
¨ Yes    ¨ No
If an additional benefit cannot be approved, should the company issue a policy without the benefit?
¨ Yes    ¨ No

11      Shall the Premium Loan provision, if available, become operative according to its terms?
¨ Yes    ¨ No
Shall the Premium Loan provision, if available, become operative according to its terms?
¨ Yes    ¨ No

12      PREMIUM FREQUENCY:

PREMIUM FREQUENCY:

¨ Annually    ¨ Semiannually    ¨ Quarterly    ¨ Single ¨ Annually    ¨ Semiannually    ¨ Quarterly    ¨ Single

13    RESERVED / 14 RESERVED

15    BENEFICIARY

A.    DIRECT

        BENEFICIARY
   First, Middle Initial, Last Relationship to Insured

   1. _________________________________________________________________ ____________________

   2. _________________________________________________________________ ____________________

   3. _________________________________________________________________ ____________________

BUSINESS ORGANIZATION    _______________________________________________________________ ____________________

OR TRUST    _______________________________________________________________

B.    CONTINGENT

        BENEFICIARY
   First, Middle Initial, Last Relationship to Insured

   1. _________________________________________________________________ ____________________

   2. _________________________________________________________________ ____________________

   3. _________________________________________________________________ ____________________

Box (1) or (2) may be selected to include all of the children or brothers and sisters without naming them, or to add to the contingent beneficiaries named. Box (3) may be selected to provide for the children of a deceased contingent beneficiary; use only if contingent beneficiaries are named and/or Box (1) or (2) is checked. NOTE: The word “children” includes child and any legally adopted child.

¨      (1) and all (other) children of the Insured.

¨      (2) and all (other) brothers and sisters of the Insured born of the marriage of or legally adopted by                                                                                                and                                                                                            before the Insured’s death.

¨      (3) any amount that would have been paid to a deceased contingent beneficiary, if living, will be paid in one sum and in equal shares to the children of that contingent beneficiary who survive and receive payment.

C.    FURTHER

        PAYEES
   First, Middle Initial, Last Relationship to Insured

   _________________________________________________________________ ____________________

   _________________________________________________________________ ____________________

D.    ¨ SEE ATTACHED SUPPLEMENT FORM (To be used in place of designations above.)

TRUSTEE AS BENEFICIARY If a trustee is named as a beneficiary and no qualified trustee makes claim to the proceeds, or to the present value of any unpaid payments under a payment plan, within one year after payment becomes due to the trustee, or if satisfactory evidence is furnished to the Company within that year showing that no trustee can qualify to receive payment, payment will be as provided in the contract as though the trustee had not been named. The Company will be fully discharged of liability for any action taken by the trustee and for all amounts paid to, or at the direction of, the trustee and will have no obligation as to the use of the amounts. In all dealings with the trustee the Company will be fully protected against the claims of every other person. The Company will not be charged with notice of a change of trustee unless written evidence of the change is received at the Home Office.

90_L.L. (0198)

LIFE INSURANCE APPLICATION

Page 4

EF198433

16     RESERVED


17     CONDITIONAL LIFE INSURANCE AGREEMENT


Has the premium for the policy applied for been given to the agent in exchange for the Conditional Life Insurance Agreement with the same number as this application?
      ¨ Yes    ¨ No

18     INSURANCE HISTORY


Has the Insured ever had life, disability or health insurance declined, rated, modified, issued with an exclusion rider, cancelled, or not renewed? If yes, explain in ADDITIONAL REMARKS.
      ¨ Yes    ¨ No

19     When was the Insured’s last examination or application for life, disability or accidental death insurance?


Month                                          Year              Company
   OR    ¨ None

20     Does the Insured have any other life insurance in force, pending or contemplated in other companies?
      ¨ Yes    ¨ No

If yes, indicate Company Name, Individual (Ind) or Group (Grp) and identify the amount of In Force, Pending or Contemplated.


LIFE INSURANCE AMOUNTS

Company Name
   Ind or
Grp
   In Force Amount
   Pending Amount
   Contemplated
Amount
   Accidental Death
Amount









21     As a result of this purchase will the values or benefits of any other life insurance policy or annuity contract, on any life, be affected in any way?
   ¨ Yes    ¨ No

NOTE TO AGENT: Values or benefits are affected if any question on the

                                    Definition of Replacement Supplement could be answered “yes.”


If yes”, this transaction is a replacement of life insurance or annuity.


The agent must:


•      submit required papers and sales materials and


•      provide required disclosure notices to the applicant.


The applicant must answer the questions:


•      on the Definition of Replacement Supplement and


•      A, B, and C below.


Will this insurance:


A. replace Northwestern Mutual Life?
   ¨ Yes    ¨ No

B. replace other Companies?
   ¨ Yes    ¨ No

C. result in 1035 exchange?
   ¨ Yes    ¨ No

22     RESERVED


ADDITIONAL REMARKS

90_L.L(0198)

LIFE INSURANCE APPLICATION

Page 5

INSURED NAME (First, Middle Initial, Last)
   POLICY NUMBER    EF198433

PERSONAL HISTORY QUESTIONNAIRE

23 Insured’s Marital Status:     ¨ Single, Widowed or Divorced     ¨ Married

24 A.     Insured is a citizen of : ¨ U.S.A.     ¨ Other

If other: Type of Visa                                                                       Visa Number

B. How many years has the Insured resided in the U.S.A. immediately prior to completing this application?                  years

25 Does the Insured regularly travel outside the U.S.A. or have plans to leave the U.S.A. for travel or residence?   ¨ Yes     ¨ No

If yes, explain in the chart below.

Destination
(List all Cities and Countries)
   Number of Trips

Duration of
Each Trip
(No. of Days)

Departure Date
(Month/Year)

Purpose of Trip

   Last 12
Months
   Next 12
Months








26 A.     What is the Insured’s occupation(s)?

What are the Insured’s duties?

B. Employers Name:

Address:

City, State, Zip Code:

C. How long has the Insured been employed?                                          years (If less than 2 years, explain in ADDITIONAL REMARKS)

QUESTIONS 27 THROUGH 30 ARE NOT REQUIRED IF THE INSURED IS UNDER AGE 16.

27     Is the Insured a member of, or does the Insured plan on joining any branch of, the Armed Forces or reserve military unit? If yes, complete the Military Section.
   ¨Yes        ¨No

28     Except as a passenger on a regularly scheduled flight, has the Insured flown within the past 2 years, or does the Insured have plans to fly in the future? If yes, complete the Aviation Section.
   ¨Yes        ¨No

29     In the past 2 years, has the Insured participated in or does the Insured have plans to participate in: racing (automobile, snowmobile, motorcycle, boat or go-cart), underwater or sky diving, hang gliding, bungee jumping, mountain or rock climbing, or rodeos? If yes, complete the Avocation Section.
   ¨Yes        ¨No

30 A.     What is the Insured’s automobile driver’s license number? #                                                      State

or, ¨ the Insured does not have a driver’s license.

B. In the past 5 years, has the Insured been in a motor vehicle accident, has the Insured been charged with a moving violation of any motor vehicle law, or has the Insured’s driver’s license been restricted, suspended or revoked?     ¨ Yes     ¨ No

If yes, complete the chart below.

Date
   Type and Details
(Speeding, Reckless Driving, Driving While Intoxicated, Etc.)
   Action
(Citation, Fine, Etc.)
   Accident
(Yes or No)









ADDITIONAL REMARKS

90 _ L. I. (0198)

LIFE INSURANCE APPLICATION

Page 6

EF198433

The Insured consents to this application and declares that the answers and statements made on this application are correctly recorded, complete and true to the best of the Insured’s knowledge and belief. Answers and statements brought to the attention of the medical examiner or paramedical examiner are not considered information brought to the attention of the Company unless stated in the application. Statements in this application are representations and not warranties.

It is agreed that:

(1) If the premium is not paid when the application is signed, no insurance will be in effect. The insurance will take effect at the time the policy is delivered and the premium is paid, if: the Insured is living at the time; and the answers and statements in the application are then true to the best of the Insured’s knowledge and belief.

(2) If the premium is paid when the application is taken, no insurance will be in effect except as provided in the Conditional Life Insurance Agreement with the same number as this application.

(3) If the policy is issued in an extra premium class, acceptance of the policy will amend it so that extended term insurance can be in force only if: the Company gives its consent; or the loan value is not large enough to grant a premium loan. If a premium is not paid within the grace period and extended term insurance cannot be in force, paid-up insurance will be selected.

(4) No agent is authorized to make or alter contracts or to waive any of the Company’s rights or requirements.

INSURED’S AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION

I authorize The Northwestern Mutual Life Insurance Company, its agents, employees, reinsurers, insurance support organizations and their representatives to obtain information about me to evaluate this application and to verify information in this application. This information will include: (a) age; (b) medical history, condition and care; (c) physical and mental health; (d) occupation; (e) income and financial history; (f) foreign travel; (g) avocations; (h) driving record; (i) other personal characteristics; and (j) other insurance. This authorization extends to information on the use of alcohol, drugs and tobacco; the diagnosis or treatment of HIV (AIDS virus) infection and sexually transmitted diseases; and the diagnosis and treatment of mental illness. During the time this authorization is valid it extends to information required to determine eligibility for benefits under any policy issued as a result of this application.

I authorize any person, including any physician, health care professional, hospital, clinic, medical facility, government agency including the Veterans and Social Security Administrations, the MIB, Inc., employer, business associates, consumer reporting agency, banker, accountant, tax preparer, or other insurance company, to release information about me to The Northwestern Mutual Life Insurance Company or its representatives on receipt of this authorization. The Northwestern Mutual Life Insurance Company or its representatives may release this information about me to translators, to reinsurers, to the MIB, Inc., or to another insurance company to whom I have applied or to whom a claim has been made. No other release may be made except as allowed by law or as I further authorize.

I have received a copy of the Medical Information Bureau and Fair Credit Reporting Act notices. I authorize The Northwestern Mutual Life Insurance Company to obtain an investigative consumer report on me.

¨ I request to be interviewed if an investigative consumer report is done.

This authorization is valid for 30 months from the date it is signed. A copy of this authorization is as valid as the original and will be provided on request.

The Owner of the policy applied for herein certifies, under penalties of perjury, (1) that the Taxpayer Identification Number given for the Owner on the second page of this application is the Owner’s correct Taxpayer Identification Number (or the Owner is waiting for a number to be issued) and (2) the Owner is not subject to backup withholding either because the Owner has not been notified by the Internal Revenue Service (IRS) that the Owner is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified the Owner that the Owner is no longer subject to backup withholding, and (3) that the Owner is a U.S. person (includes U.S. citizen, resident alien, and others as defined by the IRS). (See Taxpayer Identification Number instructions.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

The signatures below apply to the authorization, the application, the Policy Application Supplement and the certification of Taxpayer Identification Number.

è è

Signature of INSURED

(If other than Applicant and 15 years of age or over)

Print name of Insured if under age 15.
Signature of APPLICANT

è

Signature of PARENT OR GUARDIAN

(If other than Applicant and Insured is a minor)
Signed by Applicant at CITY, COUNTY, STATE

è

Signature of OWNER
DATE Signed by Applicant

(If other than Application or Insured)                                   MONTH    DAY    YEAR

è

Signature of LICENSED AGENT

90.1 L. I. (0198) WISCONSIN

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 East Wisconsin Avenue, Milwaukee, Wl 53202

This Authorization complies with the HIPAA Privacy Rule

Authorization for Release of Health-Related Information

to The Northwestern Mutual Life Insurance Company



Name of Patient/Proposed Insured (please print)

Date of Birth (MM/DD/YYYY)

I authorize any health plan, physician, health care professional, hospital, clinic, laboratory, pharmacy, medical facility, or other health care provider that has provided payment, treatment or services to me or on my behalf within the past 10 years (“My Providers”) to disclose my entire medical record to The Northwestern Mutual Life Insurance Company (Northwestern Mutual) and its agents, employees, and representatives. This includes information on the diagnosis or treatment of Human immunodeficiency Virus (HIV) infection and sexually transmitted diseases. This also includes information on the diagnosis and treatment of mental illness and the use of alcohol, drugs, and tobacco.

By signing below, I acknowledge that any agreements I have made to restrict my protected health information do not apply to this Authorization and I instruct My Providers to release and disclose my entire medical record without restriction.

This protected health information is to be disclosed under this Authorization so that Northwestern Mutual may: 1) underwrite my application for coverage, make eligibility, risk rating, policy issuance and enrollment determinations; 2) obtain reinsurance; 3) administer claims and determine or fulfill responsibility for coverage and provision of benefits; 4) administer coverage; and 5) conduct other legally permissible activities that relate to any coverage I have or have applied for with Northwestern Mutual.

This Authorization shall remain in force for 30 months following the date of my signature below, and a copy of this Authorization is as valid as the original. I understand that I have the right to revoke this Authorization in writing, at any time, by sending a written request for revocation to Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Vice President New Business. I understand that a revocation is not effective to the extent that any of My Providers has relied on this Authorization or to the extent that Northwestern Mutual has a legal right to contest a claim under an insurance policy or to contest the policy itself. I understand that information disclosed to Northwestern Mutual pursuant to this Authorization is no longer covered by the HIPAA Privacy Rule, and that in the course of conducting its business, Northwestern Mutual may release information it has about me to affiliates, reinsurers, and any person performing business or legal service for Northwestern Mutual and as permitted or required by law.

I understand that if I alter, revoke, or refuse to sign this Authorization to release my entire medical record, Northwestern Mutual may not be able to process my application, or if coverage has been issued may not be able to make any benefit payments. I further understand that My Providers cannot condition treatment, payment, enrollment, or eligibility for benefits on whether I sign this Authorization. I acknowledge by my signature below, that I have a right to receive, and have in fact received, a copy of this Authorization.



Signature of Patient/Proposed Insured (or Parent or Guardian)

Date (MM/DD/YYYY)



Address of Parent or Guardian, if signing



Relationship to Patient/Proposed Insured

Some states’ rules concerning Authorizations change the terms and provisions above. The terms and provisions on page

two of this document are part of this Authorization and apply in the identified states.

SEND THIS ORIGINAL WITH APPLICATION

THE HOME OFFICE WILL ACCEPT A FAX TRANSMISSION OF THIS ORIGINAL, SIGNED DOCUMENT

17-1276 Life and DI (0105)

WORD 2000-FE

(Page 1 of 2)

If you or your provider reside in a state requiring one or more changes to the provisions on page one of this form, then the identified provisions apply to your Authorization.

Arizona

With respect to Northwestern Mutual’s disclosure of HIV-related information only, this Authorization is valid for 180 days from the date it is signed.

California

This Authorization includes information on the diagnosis or treatment of AIDS and sexually transmitted diseases.

Kansas

This Authorization is valid for 12 months from the date it is signed.

Maine

This authorization excludes disclosure of the result of a test for HIV if the Insured has tested HIV positive but has not developed symptoms of the disease AIDS. Such test results shall not be discovered or published. Nothing in this caveat shall otherwise prohibit this Authorization from including other facts and information relative to the fact that the Insured has AIDS.

Minnesota

This Authorization is valid for 26 months from the date it is signed. The Authorization excludes the release of information about HBV (Hepatitis B Virus), HCV (Hepatitis C Virus), or HIV (Human Immunodeficiency Virus) tests which were administered (1) to a criminal offender or crime victim as a result of a crime that was reported to the police; (2) to a patient who received the services of emergency medical services personnel at a hospital or medical care facility; (3) to emergency medical personnel who were tested as a result of performing emergency medical services. The term “emergency medical personnel” includes individuals employed to provide pre-hospital emergency services; licensed police officers, firefighters, paramedics, emergency medical technicians, licensed nurses, rescue squad personnel, or other individuals who serve as volunteers of an ambulance service who provide emergency medical services; crime lab personnel, correctional guards, including security guards, at the Minnesota security hospital, who experience a significant exposure to an inmate who is transported to a facility for emergency medical care; and other persons who render emergency care or assistance at the scene of an emergency, or while an injured person is being transported to receive medical care and who would qualify for immunity under the Good Samaritan law.

New Jersey

This Authorization includes information on the diagnosis or treatment of AIDS and sexually transmitted diseases.

New Mexico

“Confidential abuse information” means information about acts of domestic abuse or abuse status, the work or home address or telephone number of a victim of domestic abuse or the status of an applicant or insured as a family member, employer or associate of a victim of domestic abuse or a person with whom an applicant or insured is known to have a direct, close personal, family or abuse-related counseling relationship. During the time this authorization is valid it extends to information required to determine eligibility for benefits under any policy issued as a result of this application.

With respect to confidential abuse information, I may revoke this Authorization in writing, effective ten days after receipt by The Northwestern Mutual Life Insurance Company, but doing so may result in an application or claim being denied or may otherwise adversely affect a pending insurance action.

New York

This Authorization includes information on the diagnosis or treatment of AIDS, ARC, and sexually transmitted diseases.

Oklahoma

This Authorization is valid for 24 months from the date it is signed. We are required to inform you that the information you authorize for release may include records which may indicate the presence of communicable or venereal diseases, which may include, but are not limited to, diseases such as hepatitis, syphilis, gonorrhea and the human immunodeficiency virus, also known as Acquired Immune Deficiency Syndrome (AIDS).

Oregon

This Authorization is valid for 24 months (or 180 days for HIV related information) from the date it is signed.

Vermont

This Authorization is valid for 24 months from the date it is signed. It excludes the release of any information about previously administered tests for HIV antibodies, T-cell counts, AIDS or ARC. The proposed Insured IS NOT authorizing the Company to forward the results from any new test required by the Company to any outside, non-affiliated company or any entity not under specific contract to perform underwriting services.

The signature on page one of this Authorization acknowledges that the entire Authorization includes the applicable state variations as listed above.

SEND THIS ORIGINAL WITH APPLICATION

THE HOME OFFICE WILL ACCEPT A FAX TRANSMISSION OF THIS ORIGINAL, SIGNED DOCUMENT

17-1276 Life and DI (0105)

WORD 2000-FE

(Page 2 of 2)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 East Wisconsin Avenue, Milwaukee, Wl 53202

This Authorization complies with the HIPAA Privacy Rule

Authorization for Release of Health-Related Information

to The Northwestern Mutual Life Insurance Company



Name of Patient/Proposed Insured (please print)

Date of Birth (MM/DD/YYYY)

I authorize any health plan, physician, health care professional, hospital, clinic, laboratory, pharmacy, medical facility, or other health care provider that has provided payment, treatment or services to me or on my behalf within the past 10 years (“My Providers”) to disclose my entire medical record to The Northwestern Mutual Life Insurance Company (Northwestern Mutual) and its agents, employees, and representatives. This includes information on the diagnosis or treatment of Human Immunodeficiency Virus (HIV) infection and sexually transmitted diseases. This also includes information on the diagnosis and treatment of mental illness and the use of alcohol, drugs, and tobacco.

By signing below, I acknowledge that any agreements I have made to restrict my protected health information do not apply to this Authorization and I instruct My Providers to release and disclose my entire medical record without restriction.

This protected health information is to be disclosed under this Authorization so that Northwestern Mutual may: 1) underwrite my application for coverage, make eligibility, risk rating, policy issuance and enrollment determinations; 2) obtain reinsurance; 3) administer claims and determine or fulfill responsibility for coverage and provision of benefits; 4) administer coverage; and 5) conduct other legally permissible activities that relate to any coverage I have or have applied for with Northwestern Mutual.

This Authorization shall remain in force for 30 months following the date of my signature below, and a copy of this Authorization is as valid as the original. I understand that I have the right to revoke this Authorization in writing, at any time, by sending a written request for revocation to Northwestern Mutual at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, Attention: Vice President New Business. I understand that a revocation is not effective to the extent that any of My Providers has relied on this Authorization or to the extent that Northwestern Mutual has a legal right to contest a claim under an insurance policy or to contest the policy itself. I understand that information disclosed to Northwestern Mutual pursuant to this Authorization is no longer covered by the HIPAA Privacy Rule, and that in the course of conducting its business, Northwestern Mutual may release information it has about me to affiliates, reinsurers, and any person performing business or legal service for Northwestern Mutual and as permitted or required by law.

I understand that if I alter, revoke, or refuse to sign this Authorization to release my entire medical record, Northwestern Mutual may not be able to process my application, or if coverage has been issued may not be able to make any benefit payments. I further understand that My Providers cannot condition treatment, payment, enrollment, or eligibility for benefits on whether I sign this Authorization. I acknowledge by my signature below, that I have a right to receive, and have in fact received, a copy of this Authorization.



Signature of Patient/Proposed Insured (or Parent or Guardian)

Date (MM/DD/YYYY)



Address of Parent or Guardian, if signing



Relationship to Patient/Proposed Insured

Some states’ rules concerning Authorizations change the terms and provisions above. The terms and provisions on page

two of this document are part of this Authorization and apply in the identified states.

GIVE THIS COPY TO THE PROPOSED INSURED

17-1276 Life and DI (0105)

WORD 2000-FE

(Page 1 of 2)

If you or your provider reside in a state requiring one or more changes to the provisions on page one of this form, then the identified provisions apply to your Authorization.

Arizona

With respect to Northwestern Mutual’s disclosure of HIV-related information only, this Authorization is valid for 180 days from the date it is signed.

California

This Authorization includes information on the diagnosis or treatment of AIDS and sexually transmitted diseases.

Kansas

This Authorization is valid for 12 months from the date it is signed.

Maine

This authorization excludes disclosure of the result of a test for HIV if the Insured has tested HIV positive but has not developed symptoms of the disease AIDS. Such test results shall not be discovered or published. Nothing in this caveat shall otherwise prohibit this Authorization from including other facts and information relative to the fact that the Insured has AIDS.

Minnesota

This Authorization is valid for 26 months from the date it is signed. The Authorization excludes the release of information about HBV (Hepatitis B Virus), HCV (Hepatitis C Virus), or HIV (Human Immunodeficiency Virus) tests which were administered (1) to a criminal offender or crime victim as a result of a crime that was reported to the police; (2) to a patient who received the services of emergency medical services personnel at a hospital or medical care facility; (3) to emergency medical personnel who were tested as a result of performing emergency medical services. The term “emergency medical personnel” includes individuals employed to provide pre-hospital emergency services; licensed police officers, firefighters, paramedics, emergency medical technicians, licensed nurses, rescue squad personnel, or other individuals who serve as volunteers of an ambulance service who provide emergency medical services; crime lab personnel, correctional guards, including security guards, at the Minnesota security hospital, who experience a significant exposure to an inmate who is transported to a facility for emergency medical care; and other persons who render emergency care or assistance at the scene of an emergency, or while an injured person is being transported to receive medical care and who would qualify for immunity under the Good Samaritan law.

New Jersey

This Authorization includes information on the diagnosis or treatment of AIDS and sexually transmitted diseases.

New Mexico

“Confidential abuse information” means information about acts of domestic abuse or abuse status, the work or home address or telephone number of a victim of domestic abuse or the status of an applicant or insured as a family member, employer or associate of a victim of domestic abuse or a person with whom an applicant or insured is known to have a direct, close personal, family or abuse-related counseling relationship. During the time this authorization is valid it extends to information required to determine eligibility for benefits under any policy issued as a result of this application. With respect to confidential abuse information, I may revoke this Authorization in writing, effective ten days after receipt by The Northwestern Mutual Life Insurance Company, but doing so may result in an application or claim being denied or may otherwise adversely affect a pending insurance action.

New York

This Authorization includes information on the diagnosis or treatment of AIDS, ARC, and sexually transmitted diseases.

Oklahoma

This Authorization is valid for 24 months from the date it is signed. We are required to inform you that the information you authorize for release may include records which may indicate the presence of communicable or venereal diseases, which may include, but are not limited to, diseases such as hepatitis, syphilis, gonorrhea and the human immunodeficiency virus, also known as Acquired Immune Deficiency Syndrome (AIDS).

Oregon

This Authorization is valid for 24 months (or 180 days for HIV related information) from the date it is signed.

Vermont

This Authorization is valid for 24 months from the date it is signed. It excludes the release of any information about previously administered tests for HIV antibodies, T-cell counts, AIDS or ARC. The proposed Insured IS NOT authorizing the Company to forward the results from any new test required by the Company to any outside, non-affiliated company or any entity not under specific contract to perform underwriting services.

The signature on page one of this Authorization acknowledges that the entire Authorization includes the applicable state variations as listed above.

GIVE THIS COPY TO THE PROPOSED INSURED

__-1276 Life and DI (0105) WORD 2000-FE

(Page 2 of 2)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202

MEDICAL HISTORY QUESTIONNAIRE

Each question must be individually asked and answered. Give details of “Yes” answers.

INSURED NAME (First, Middle Initial, Last) PRINT NAME




EF198433

1.
   In the last 10 years, have you used tobacco or any other type of product containing nicotine, or a smoking cessation medication? If “Yes”, complete the chart below
¨

YES

¨

NO

For all “Yes” responses:

•         Identify question numbers.

Type of Product

Date Last Used

Frequency Used Per Year
   •       State signs, symptoms and diagnosis
           for each item listed.

¨    Cigarettes


•         List the details and results of any   treatment.

•         For each healthcare provider listed, provide the name, full address, telephone number, and dates consulted.

¨    Nicotine patch or gum


¨    Chew or snuff


¨    Cigars or pipe


¨    Other


        (includes smoking cessation medications)


2.
   Who is your regular or personal physician, doctor or healthcare provider?     ¨  NONE    Ú DETAILS Ú


Name:



Address:



City, State & Zip Code:



Telephone Number:                                    Date last seen:



Reason:    ¨  Routine Physical    ¨ Other


3.
   In the last 10 years, have you had, been told you had or been tested or treated for:

   a.    High blood pressure?
¨

YES

¨

NO


   b.    Any problem, disease or disorder of the eyes, ears, sinuses, mouth, throat or speech?
¨

YES

¨

NO


   c.    Dizziness, loss of balance, seizure, loss of consciousness, muscle weakness or paralysis, difficulty walking, memory loss, tremor, headaches or any problem, disease or disorder of the brain or nervous system?
¨

YES

¨

NO


   d.    Anxiety, depression, stress, bipolar disorder, Attention Deficit Hyperactivity Disorder, or any psychiatric or psychological problem, disease or disorder?
¨

YES

¨

NO


   e.    Asthma, emphysema, sleep apnea, tuberculosis, chronic cough, trouble breathing or any problem, disease or disorder of the lungs?
¨

YES

¨

NO


   f.    Ulcer, blood in the stool, colitis (including Crohn’s or Ulcerative Colitis), irritable bowel, hepatitis, recurrent heartburn or difficulty swallowing, pancreatitis or any problem, disease or disorder of the stomach, intestines, liver, gallbladder or pancreas?
¨

YES

¨

NO


   g.    Chest pain, chest tightness, high cholesterol, coronary artery disease, heart attack, heart murmur, heart valve disease, irregular heartbeat, stroke, aneurysm or any problem, disease or disorder of the heart or blood vessels?
¨

YES

¨

NO


   h.    Sugar, blood or protein in the urine, sexually transmitted disease, kidney stone, infections or any problem, disease or disorder of the kidney(s), bladder, prostate, or reproductive organs?*
¨

YES

¨

NO



*   The results of a test for HIV (the virus that causes AIDS) need not be revealed if the test was not an ELISA-ELISA-Western Blot series or if it was taken at an anonymous counseling and testing site.


   i.    Diabetes or elevated blood sugar, thyroid, pituitary or adrenal disease or any problem, disease or disorder of the glandular system?
¨

YES

¨

NO


   j.    Any cancer, tumor, polyp or abnormal lymph node(s) or any problem, disease or disorder of the breast(s)?
¨

YES

¨

NO


   k.    Anemia, bleeding or clotting disorder, recurrent infection or any problem, disease or disorder of the immune system, blood, blood cells or bone marrow?
¨

YES

¨

NO


   l.    Arthritis, lupus, fibromyalgia, carpal tunnel syndrome, amputation or any pain, problem, disease or disorder of the muscles, bones, joints, spine, back, neck or extremities?
¨

YES

¨

NO


   m.    Chronic fatigue syndrome, chronic or unexplained fatigue, fever or illness?
¨

YES

¨

NO


   n.    Allergies, or any problem, disease or disorder of the skin?
¨

YES

¨

NO


90-4 (0105) WISCONSIN Page 1 of 2

EF198433

4.

a.

Have you sought, been advised to seek or received counseling or treatment for the use of alcohol or drugs (including from a healthcare provider or a support group)?


¨

YES

¨

NO

For all “Yes” responses:

•           Identify question numbers.

•           State signs, symptoms and diagnosis for each item listed.

•           List the details and results of any treatment.

•           For each healthcare provider listed, provide the name, full address, telephone number, and dates consulted.

Ú DETAILS Ú

b.

In the last 10 years, have you used or tested positive for marijuana, cocaine, heroin, amphetamines or hallucinogens?


¨

YES


¨

NO


c.

In the Last 10 years, have you used any tranquilizers, sedatives or narcotic drugs?


¨

YES


¨

NO


d.

In the last 10 years, have you used legally prescribed drugs in excess of dosages prescribed by a physician or medical practitioner?


¨

YES

¨

NO


5.
Are you pregnant?    ¨    ¨

   If “yes”, due date: __________________________________    YES    NO



6.

Other than as previously stated on this application, in the last five years have you:



a.

Been examined or treated by any other healthcare providers (medical doctor, psychiatrist, psychologist, chiropractor, counselor, therapist or other)?


¨

YES

¨

NO


b.
   Been a patient in a hospital, clinic or medical facility?
¨

YES


¨

NO


c.
   Had any diagnostic studies (EKG, x-ray, blood tests or any other)?*
¨

YES


¨

NO


d.
   Had surgery?
¨

YES


¨

NO


e.
   Been advised to have any test, consultation, hospitalization, or surgery which was not completed?*
¨

YES

¨

NO


*    The results of a test for HIV (the virus that causes AIDS) need not be revealed if the test was not an ELISA-ELISA-Western Blot series or if it was taken at an anonymous counseling and testing site.


7.

a.
   During the last 6 months have you worked in your regular occupation less than your usual number of hours per week because of any sickness or injury?
¨

YES

¨

NO


b.
   Have you ever requested or received payments, benefits, or a pension because of any injury, accident, sickness or disability?
¨

YES

¨

NO


8.
Do you have a family history of heart or kidney disease, stroke, diabetes, cancer, melanoma, or any hereditary disease?
¨

YES

¨

NO


Family History: Include the age at onset/event for each medical condition.


Condition

Age at Onset/Event

Age if Living

Cause of Death

Age at Death


Father


Mother


Brothers


Sisters


9.

a.
   Have you lost more than 10 pounds in the past 6 months?
¨

YES

¨

NO


   If “yes”, loss was: _____ lbs. Reason for loss: __________________________________

b.
   Complete when an exam is not required: Height: _____ Weight: _____

10.

If the Insured is under age 1, what was the weight at birth? _____lbs. _____ozs.


11.

a.
   Have you been told either that: (1) an FDA licensed blood test; or (2) an ELISA-ELISA-Western Blot series has been positive or reactive for the virus that causes AIDS, the HIV virus, or a test for antibodies to HIV?*
¨

YES

¨

NO


b.
   Have you had a medical diagnosis of or received medical treatment for Acquired Immune Deficiency Syndrome (AIDS) or any immunological disorders?
¨

YES

¨

NO


*    The results of a test for HIV (the virus that causes AIDS) need not be revealed if the test was not an ELISA-ELISA-Western Blot series or if it was taken at an anonymous counseling and testing site.


12.

Other than as previously stated on this application, are you taking medications or drugs (legal or illegal, prescription or non-prescription/over the-counter) for any reason?

If “yes”, list and explain

¨

YES

¨

NO


I declare that my answers and statements are correctly recorded, complete and true to the best of my knowledge and belief. Statements in this application are representations and not warranties.

è è

Signature of INSURED (or Parent/Guardian) DATE
Signature of:

¨ LICENSED AGENT – non exam

(MM/DD/YYYY)

¨ PARAMEDICAL EXAMINER – paramedical exam

¨ MEDICAL EXAMINER – medical exam

Signed by INSURED at (City & State)

90-1 (0105)

WISCONSIN Page 2 of 2

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

INSURED NAME (First, Middle Initial, Last)

POLICY NUMBER


_____________________________________________________


AGENT CERTIFICATE - LIFE INSURANCE

INSURED RELATIONSHIP TO AGENT (Select one)

¨        Related to agent - Relationship _________________________

¨   Agent

¨   Not previously known

¨        Dependent of agent - Relationship _______________________

¨   Know more than 1 year

CONTRACT DATA

Insurable Age __________     ¨ Sex-Neutral     ¨ Prepaid     ¨ Non-Prepaid

Anticipated Benefit:     ¨ Waiver     ¨ x2     ¨ x3

Anticipated Class - Indicate anticipated rating (circle one)

          Non-Tobacco:    Pmr    Pfd    Std+    1    2    3    4    5    6    7    8    9

Occasional Tobacco:    Pmr    Pfd    Std+    1    2    3    4    5    6    7    8    9

Tobacco:    Pmr    Pfd    Std+    1    2    3    4    5    6    7

Anticipated Flat Extra: $______________ per thousand     ¨ Medical     ¨ Aviation     ¨ Other __________________________

PREMIUM CALCULATIONS (Complete this Section and attach Sales Illustration.)

If ISA, indicate annual premium. If non-ISA indicate total premium based on frequency (annually, semiannually, quarterly, single) identified in the Policy Applied For section of this application.

   Policy 1
   Policy 2

TOTAL PREMIUM    $ ____________    $ ____________

Short Term Premium
   $ ____________    $ ____________

Backdate Interest
   $ ____________    $ ____________

Is the premium submitted for short term only?    ¨ Yes    ¨ No    ¨ Yes    ¨ No

AMOUNT COLLECTED (Complete the section to assure understanding of intent.)

   Policy 1
   Policy 2

Total amount collected per policy    $ ____________    $ ____________

Is the policy fee included?
   ¨ Yes    ¨ No    ¨ Yes    ¨ No

Total amount collected
   $__________________

Does amount collected cover only the policy(ies) on this form?
   ¨ Yes    ¨ No

If no, provide details: ___________________________________________________________________________________

PAYMENT METHOD (Complete if prepaid.)

¨   NEW ISA (ISA request form(s) must be attached)
¨ EXISTING ISA

       If VCL, submit separate ISA form.
ISA # _____________________________________

       ISA Payer Name _____________________________
ISA Payer Name _____________________________

       MCB # ____________________________________
Initial payment is paid by (select only one):

       Initial payment is paid by (select only one): ¨ Check/Cash     ¨ EFT
¨ Check/Cash     ¨ ISA Withdrawal

¨   NON ISA – Initial payment paid by (select only one):    ¨ Check/Cash     ¨ Secured Note     ¨ Unsecured Note

PROPOSED INSURED INTERVIEW INFORMATION (Complete for all cases.)

Please remind your client that he/she may receive a telephone call to conduct a Personal History Interview (PHI) or to verify APS information. Home Office Interviews are conducted 7am - 8pm CST Monday through Friday.

Home Phone:

Area Code (        )
   Business Phone:
Area Code (        )       Ext:
Most convenient place to call:

¨ Home             ¨ Office

Circle the best time block (in
correct time zone) to contact the
proposed Insured.    Time Zone
   E
   C
   M
   P
   Will both a Life and Disability

   Morning    8 - 12    7 - 12    7 - 11    7 - 12    PHI be required?

   Afternoon    12 - 5    12 - 5    11 - 4    12 - 3

   Evening    5 - 9    5 - 8    4 - 7    3 - 6    ¨ Yes                 ¨ No

Special Instructions:

____________________________________________________________________

90-2180 LI (0105)

93.   To the best of your knowledge will the insurance applied for replace any life insurance or annuity contract in this Company or elsewhere?
   ¨ Yes    ¨ No

95.   Was any portion of the application asked or answered in a language other than English?
   ¨ Yes    ¨ No

        If yes: What portion of the application was translated?

        In what language was it translated?

        Name of interpreter:

        Relationship of interpreter to Insured or Applicant: _________________________________________________ ¨ None ______________________

Complete Personal Life Insurance Supplement 90-8D for personal Insurance of $2,000,001 or more (in force plus applied for).

Complete Business Life Insurance Supplement 90-8C for business insurance of $500,001 or more (in force plus applied for).

96. Complete for all amounts under $2,000,001. If Insured is under age 18, give income of parent or guardian. Note: Earned Income = Income not available after death

A.    Insured’s annual earned income from occupation $                         B. If married, spouse’s annual earned income from occupation $

C.    Other income (investments, rents, etc.) $                                                      Source:

D.    Is the Insured the subject of any pending lawsuits, judgements, or liens? If Yes, furnish details in REMARKS.
   ¨ Yes    ¨ No

E.    Has the Insured undergone bankruptcy in last 5 years? If Yes, furnish details for cause of bankruptcy and date of discharge in REMARKS.
   ¨ Yes    ¨ No

97. COMPLETE IF INSURED IS DEPENDENT ON A PARENT, GUARDIAN OR SPOUSE FOR SUPPORT

A.    Name of supporting parent, guardian, or spouse (if not Applicant):                                                  B. Occupation:

C.    Amt. of Life Insurance on his/her life payable to Insured: $                     If uninsurable, provide details in REMARKS.

D.    If Applicant is not a parent or spouse, what is total Life Insurance in force on his/her life:$

E.    Life Insurance on Family If Insured is under age 15:


Names

Age/DOB

Amt in Force, incl pending

Father


Mother


Brothers


Sisters


Submit supporting parent’s statement it he/she does not have twice as much insurance on his/her life as total on children. Special restrictions apply to NY applications (AMI).

98. Complete for obtaining inspection/medical reports. Inspection reports are routinely ordered on all life applications for amounts of $2,000,001 and over unless there has been an inspection report within 2 years. The Home Office may also order an inspection report on a discretionary basis regardless of amount.

A.    Have you reviewed the Fair Credit Reporting Act notice and discussed the inspection report process with the Insured?
   ¨ Yes    ¨ No

B.    How long has the Insured resided at present address?                     Yrs

C.    If Insured has changed residence, business address, or employer, record all changes within the past 5 years

____________________________________________________________________________________________________________________________

D.    If Insured’s name changed, give former name(s):____________________________________________________________________________________

Careful completion is essential for your annual Sales Inventory.

99. COMPLETE IF INSURED IS OVER AGE 17

A.    Insured’s Education

B.    Number of Children

C.    Age of Children, If any

D.    Annual premiums

¨ 1 High School or less
   ¨ 3 College Graduate
¨ None/Not Applicable

¨ 1 All Under 3
   ¨ 4 All Under 18
Excluding this application, what is the Insured’s approximate total annual cash outlay for insurance on his or her life in all companies? $__________ ¨ None

¨ 2 Some College
   ¨ 4 Graduate Degree
                        Total Number

  of Children

¨ 2 All Under 6

¨ 3 All Under 12

¨ 5 Some, or All

     18 or over


100. A. Source of Applicant
¨ 10 Agent’s Own Policyowner ¨ 14 Newcomer Service ¨ 18 Walk In

¨ 11 Orphan Policyowner ¨ 15 Cold Canvass ¨ 19 Family Member or Yourself

¨ 12 Referred Lead ¨ 16 Lead Letter Reply ¨ 29 Other (Specify)

¨ 13 Acquaintance ¨ 17 Published Sources      __________________

       B. Primary Purpose

           Personal    ¨ 10 Total Needs    ¨    11 Education    ¨ 12 Income Replacement    ¨ 13 Savings    ¨ 17 Debt Coverage    ¨ 19 Other

           Business    ¨ 20 Keyperson    ¨    21 Business Purchase    ¨ 22 Debt Coverage

           Executive Benefits-Business owner    ¨24 Deferred Comp    ¨ 26 SERP ¨ 27 Split Dollar    ¨ 28 Death Benefit Only    ¨ 29 Other

           Executive Benefits-non-business owner    ¨ 70 Split Dollar    ¨ 71 Bonus ¨ 72 Deterred Compensation    ¨ 73 SERP    ¨74 Death Benefit Only    ¨ 75 Other

           Estate    ¨ 37 Estate Liquidity    ¨ 39 Other

      C. Basic Sales Presentation
¨ 10 PPA ¨ 21 Insurance & Savings Concepts ¨ 33 Agent’s Own Materials

¨ 11 BPA ¨ 23 Life Presentation ¨ 34 Competitive Reports

¨ 13 Multiples of Salary ¨ 26 Business Presentation ¨ 35 NML Print Materials

¨ 15 Outside Software ¨ 27 Executive Benefits ¨ 39 Other__________________

PRODUCTION AND COMMISSION CREDITS

Number of Agents                                         % INTEREST
   CONTRACT TYPE
Primary or
Secondary
(P or S)

If Contrast

Type “S”
enter secondary

agent number
   REMARKS:

AGENT NO.
(Servicing agent first)

AGENT’S FULL NAME

(last name first)


[___]___]___]___]___]
      [___]___]___]___]    [___]
[___]___]___]___]___]


[___]___]___]___]___]
      [___]___]___]___]    [___]
[___]___]___]___]___]


[___]___]___]___]___]
      [___]___]___]___]    [___]
[___]___]___]___]___]


[___]___]___]___]___]
      [___]___]___]___]    [___]
[___]___]___]___]___]


[___]___]___]___]___]
      [___]___]___]___]    [___]
[___]___]___]___]___]


General Agent’s Stamp:    DISTRICT OR DETACHED AGENT STAMP OR PRINT HERE FOR DIRECT MAILING OR CORRESPONDENCE:    Agent’s Telephone Number:

   Extra Address                                                                                                              (        )

GENERAL AGENT’S CONTRACT NUMBER:    Street or PO Box                                                                                                          AREA CODE

[___]___]___]___]___]    City/State/Zip                                                                                                              Ext:

I certify that to the best of my knowledge I have presented to the Company all pertinent facts, have asked all questions and have completely and correctly recorded the Insured’s answers in accordance with the instructions. I know nothing unfavorable about the Insured that is not stated in the application or accompanying letter.

This application and the Medical History Questionnaire, it required, were signed by the Insured and Applicant, if other than the Insured, in my presence after all the questions were answered and recorded.

I have given the Insured, and personal Applicant If other than the Insured, a copy of the Notice of Insurance Information Practices, as required by the Fair Credit Reporting Act and state regulations.
Solicitor

SIGNATURE OF LICENSED AGENT

90-2180 LI (0105)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

INSURED NAME (First, Middle Initial, Last)

AVIATION

   Flight Hours Last 12 Months
   Flight Hours 1 to 2 Years Ago
   Flight Hours 2 to 3 Years Ago
   Flight Hours
Estimate Next 12 Months

Types of Flying
   Pilot/Crew M
   Passenger
   Pilot/Crew M
   Passenger
   Pilot/Crew M
   Passenger
   Pilot/Crew M
   Passenger

Private or Recreational    ________    ________    ________    ________    ________    ________    ________    ________

Student in Training    ________    ________    ________    ________    ________    ________    ________    ________

Company-Owned    ________    ________    ________    ________    ________    ________    ________    ________

Non-Scheduled & Chartered    ________    ________    ________    ________    ________    ________    ________    ________

Scheduled Airlines    ________    ________    ________    ________    ________    ________    ________    ________

Other, Specify    ________    ________    ________    ________    ________    ________    ________    ________

51.    Have you ever piloted an aircraft or held a pilot’s license, medical certificate or student’s permit?
¨ Yes     ¨ No

If yes, complete a through g.

a.      What type of license or certificate do you have?

¨ Flight Instructor ¨ ATR ¨ Student ¨ Private ¨ Commercial ¨ Recreational

b.      What ratings do you have?

¨ Instrument Flight ¨ Multi-engine/land ¨ Multi-engine/sea ¨ Other (specify)

c.      Enter class and date of latest FAA medical certificate: Class                             Date

d.      Is any of your flying outside of the U.S.A.? ¨ Yes ¨ No If yes, explain in Remarks.

e.      Have you ever been in an aircraft accident or been grounded, fined or reprimanded? ¨ Yes ¨ No If yes, explain in Remarks.

f.       Type of aircraft used: (Check and enter total lifetime hours flown for each one.)

¨ Single engine _____Hrs. ¨ Home built _____Hrs. ¨ Helicopter _____Hrs.

¨ Ultralight _____Hrs. ¨ Multi-engine _____Hrs. ¨ Glider _____Hrs.

¨ Balloon _____Hrs. ¨ Crop dusting _____Hrs. ¨ Other______ _____Hrs.

     or aerial application

g.      Date of last flight as pilot or crew member: Civilian                         Military

52.    Currently, what percentage of your total flying time is done in a multi-engine aircraft? __%

53.    If you do crop dusting or other aerial application, is the aircraft specifically built (not converted) for aerial application?
¨ Yes     ¨ No

54.    (Do not complete for Disability Insurance) If your aviation activity (past, present or future) does not permit the insurance policy to be issued as applied for and without restrictions the policy should be issued:

Check one: ¨ At a higher premium ¨ With an Aviation Exclusion Rider (Complete and submit proper rider)

MILITARY

61.    Have you had active service in the Armed Forces or the U.S. Public Health Service?
¨ Yes     ¨ No

62.    Do you have plans to enlist or volunteer for active duty in any branch of the Armed Forces?
¨ Yes     ¨ No

If yes: State date                     Branch of service                         Length of service

63.    Do you have plans to fly as a pilot or crew member or paratrooper in a military capacity?
¨ Yes     ¨ No

If yes, complete Aviation Section.

64.    Are you now a member of the Armed Forces or the U.S Public Health Service?
¨ Yes     ¨ No

If yes, check one and fill out questions a through f.

¨ Regular Armed Forces ¨ Active-Reserves ¨ Coast Guard ¨ National Guard

¨ U.S Public health service ¨ Other____________

a.      Branch of Service:                      Rank or Grade:

b.      Military Occupational Specialty:

c.      Have you been alerted, received orders for, or had any indication of an overseas assignment or active service?
¨ Yes     ¨ No

d.      Do you expect to volunteer for additional active duty after your present period ends?
¨ Yes     ¨ No

e.      Expected date of separation: Month                     Year

REMARKS – AVIATION OR MILITARY



I declare that my answers and statements are correctly recorded, complete and true to the best of my knowledge and belief. Statements in this application are representations and not warranties.

DATE Signature of LICENSED AGENT Signature of INSURED

(MM/DD/YYYY)

90-5(0194)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

INSURED NAME (First, Middle Initial, Last)

AVOCATIONS

COMPLETE A THROUGH E AND THE SPECIFIC AREA FOR THE AVOCATION(S) IN WHICH YOU PARTICIPATE:

80.a.    To what clubs or associations do you belong? ____________________________________________________________

b.    What licenses, ratings and certificates do you hold or what training have you completed? _______________________

c.    How many years have you participated? ________________________________________________________________

d.    Have you done any experimental forms of the activity?     ¨ Yes     ¨ No     If yes, explain in Remarks.

e.    Do you participate outside the local area (more than 200 miles)? ¨ Yes ¨ No If yes, explain in Remarks.

MOTORSPORTS RACING

81.a.    Type:     ¨ Auto    ¨ Motorcycle     ¨ Snowmobile     ¨Boat     ¨ Other _____________________

b.    Name of sanctioning racing organization: _____________________

c.    Maximum speed attained: _____________

d.    Average speed: _____________

e.    Racing Class and/or category: _____________

f.    Vehicle (or boat) make and model: ________________________________

g.    Have you ever had a racing accident?     ¨ Yes    ¨ No     If yes, explain in Remarks.

h.    Number of days spent racing: Last 12 Months ________ 1 to 2 Years Ago ________ Estimated Next 12 Months ________

UNDERWATER DIVING

82.a.    Equipment used:     ¨ Scuba    ¨ Other ________________________

b.    Specific training type:     ¨ Basic     ¨ Open Water or Sport     ¨ Advanced     ¨ Other ________________________

c.    Sponsored or provided by: (name organization) _____________________________________________

d.    Purpose:     ¨ Recreation     ¨ Rescue     ¨ Salvage     ¨ Ice Diving      ¨ Cave     ¨ Spear Fishing     ¨ Other _________

Depth
   Avg. Time (Mins) per Dive
   Number of Dives
Last 12 Months
   Number of Dives
1 to 2 Years Ago
   Number of Dives
Estimate Next 12 Months

0-60 feet


61-100 feet


101-132 feet


Beyond 132 feet


SKY DIVING

83.a.    Total number of freefall jumps:

b.    Do you dive over or near water?     ¨ Yes     ¨ No     If yes, explain in Remarks.

c.    Do you do relative work or base jumping?     ¨Yes     ¨ No     If yes, explain in Remarks.

d.    Number of jumps: Last 12 Months              1 to 2 Years Ago              Estimated Next 12 Months

MOUNTAIN OR ROCK CLIMBING

84.a.    Where do you climb: _______________________________________________________________________________

(specify locations and routes) ______________________________________________________________________________

b.    Do you plan any expeditions in Alaska or anywhere outside the U.S.A.?     ¨ Yes     ¨ No     If yes, explain in Remarks.

c.    Grade of difficulty: (American Rating System or Equivalent, specify) _________________________________________

d.    Time required: (days/hrs.) __________

e.    Length in number of pitches: __________

f.    Class of hardest pitch: __________

g.    What equipment is used? _____________________________________________________________________________

h.    Number of climbs: Last 12 Months ___________ 1 to 2 Years Ago ___________ Estimated Next 12 Months ___________

HANG GLIDING

85.a.    Type:     ¨ Groundskimming     ¨ Cliff or ridge soaring     ¨ Cross country flight

b.    Maximum height attained: _____________

c.    Number of hours spent gliding: Last 12 Months _________ 1 to 2 Years Ago _________ Estimated Next 12 Months ________

BUNGEE JUMPING

86.a.    Total number of bungee jumps: __________ b. Height (ft.): __________

b.    Jumps made from:     ¨ Crane     ¨ Bridge     ¨ Tower     ¨ Other ______________________

c.    Number of bungee jumps: Last 12 Months __________ 1 to 2 Years Ago __________ Estimated Next 12 Months __________

REMARKS – AVOCATIONS

I declare that my answers and statements are correctly recorded, complete and true to the best of my knowledge and belief. Statements in this application are representations and not warranties.



DATE (MM/DD/YYYY)    Signature of LICENSED AGENT    Signature of INSURED

90.6.(0194)

RECEIPT FOR PAYMENT AND CONDITIONAL LIFE INSURANCE AGREEMENT

EF198433

When the premium is paid at the time of application, complete this Agreement and give to the Applicant. No other Agreement will be recognized by the Company. If the premium is not paid, send this receipt with the application to the Home Office.

Not a “Binder” — No insurance if Section I. applies.

$

NAME OF PROPOSED INSURED    INITIAL DEATH BENEFIT    PLAN

Received of _________________________________________________________________________________________________

the sum of $ _______________________________________ for the policy applied for in the application to THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, 720 East Wisconsin Ave., Milwaukee, WI 53202 with the same date and number as this receipt.



PLACE    DATE (MM/DD/YYYY)    Signature of LICENSED AGENT

All premium checks must be made payable to Northwestern Mutual Life.

Do not make check payable to the agent or leave the payee blank.

CONDITIONAL LIFE INSURANCE AGREEMENT

I. Unacceptable Risks — No Insurance In Force. No insurance or additional benefits will be in force at any time under the terms of this Agreement if the proposed Insured is not a risk acceptable to Northwestern Mutual Life on the Underwriting Date according to its rules and standards.

II. Acceptable Risks — Insurance In Force. The policy applied for will be in force as of the Underwriting Date if the proposed Insured is a risk acceptable to Northwestern Mutual Life on the Underwriting Date for the policy applied for.

The amount of insurance in force under this Agreement is shown above but is not more than $3,000,000 for life insurance and $300,000 for the Accidental Death Benefit. These limits are reduced by the amount of any pending prepaid Northwestern Mutual Life Insurance application on the life of the proposed Insured.

III. Underwriting Date — When Insurance Begins. For acceptable risks insurance begins on the Underwriting Date, which is the later of:

A. the date of the application (90-1 L.I.); or,

B. the date of the Medical History Questionnaire, paramedical or medical examination, whichever is required.

IV. Termination Date — Nonstandard Acceptable Risks. If the proposed Insured is an acceptable risk on a basis other than as applied for, insurance coverage will terminate on the date specified in a notice sent to the Applicant, unless the policy for which the proposed Insured qualifies is accepted, and any additional premium is paid by that date.

V. Refund — If delivery of the policy is not accepted or if the insurance is not issued, any premium paid will be refunded.

If the policy is issued at a lower premium than the premium paid, the excess will be refunded. If any additional benefit applied for is not issued, the premium for that benefit will be refunded.

Not a “Binder”— No Agent may modify the terms of this agreement —

No insurance if section I applies

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202

NOTICE OF INSURANCE INFORMATION PRACTICES

To the Applicant and Insured:

Thank you for applying for insurance with The Northwestern Mutual Life Insurance Company. Some personal information was furnished by you in the application and we may get information from other sources. We may call you from our Home Office in Milwaukee to confirm or add to this information. The questions asked during the phone interview will be detailed so you may wish to have records about your income and health history at hand.

We need such information to see if you qualify for the insurance. When signed, the Authorization will allow us to obtain this information and to share it with others when necessary. No unnecessary disclosures will be made and all information will be treated as confidential by us and our reinsurers. However, in some cases, information may have to be disclosed to others, such as your doctor or an insurance regulator, without your prior consent. Personal information in the application may be seen by the applicant when signing the application. A copy of the application is made a part of the policy which is issued and delivered to the policyowner.

You have the right to review and to correct this information. You or your authorized representative have the right to get copies of the signed authorization and any investigative consumer report which is done. If you want to know more about our practices and your rights, a full notice can be obtained from the Director of New Business, The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, WI 53202.

Medical Information Bureau Notice

We or our reinsurers may make a brief report to the MIB, Inc. when you apply or submit a claim for life or health insurance. MIB, Inc. is a nonprofit organization of life insurance companies. It operates as an information exchange on behalf of its members. MIB, Inc. will give a member company information in its file when: (1) you apply or submit a claim to that company for life or health insurance; and (2) that company has your signed authorization.

MIB, Inc. will give you information from your file on receipt of a request from you. Under the provisions of the Fair Credit Reporting Act, you may question the accuracy of information in the file and seek a correction by contacting the MIB, Inc. at 866-692-6901 (TTY 866-346-3642). The address of MIB’s information office is P.O. Box 105, Essex Station, Boston, Massachusetts 02112.

Fair Credit Reporting Act Notice

We may request an investigative consumer report from a consumer reporting agency. These reports contain information about your character, general reputation, personal characteristics, mode of living and health, except as may be related directly or indirectly to your sexual orientation. The information may be obtained through interviews with you, your references, and others who know you. On request, we will disclose to you whether or not such a report was done and provide a more detailed description of the nature and scope of the report. We will give you the name and address of the consumer reporting firm so that you may request a copy of the report.

GIVE THIS NOTICE TO INSURED

90-2_81 L_ (0205)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202

INSTRUCTIONS FOR TAXPAYER IDENTIFICATION NUMBER INFORMATION

1 Under federal income tax law you will be subject to a withholding tax of 28% imposed upon certain reportable payments, if any, and to certain penalties if you do not certify under penalties of perjury that the Taxpayer Identification Number which you have provided us is correct and that you are not subject to backup withholding due to notified payee underreporting. Generally speaking, for individuals, the Taxpayer Identification Number is the Social Security Number.

2 If you don’t have a Taxpayer Identification Number, obtain SS-5, Application for a Social Security Number Card, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. Write “Applied for” in the space available for your Taxpayer Identification Number on the second page of this application. If we do not receive your Taxpayer Identification Number within 60 days, we are required to withhold 28% of all reportable payments, if any, thereafter made to you until we receive such a number from you.

3 If the Internal Revenue Service has notified you that you are subject to backup withholding and you have not received notice from the Service that backup withholding has terminated, you should strike out the language on page 6 that you are not subject to backup withholding due to notified payee underreporting.

4 If you are a foreign person (such as nonresident alien or foreign corporation), use the appropriate Form W8. (See IRS Publication 515.)

For Variable Life Products only: Federal law requires Northwestern Mutual to obtain, verify, and record information that identifies each person who applies to own a life insurance contract. You may be asked to provide your name, address, date of birth, and other identifying information. We may also obtain information from your driver’s license (or other government-issued identification), and we may use other means, including third-party sources, to verify your identity.

GIVE THESE INSTRUCTIONS TO POLICYOWNER

90-__83 L_ (0503)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202

INSURED NAME (First, Middle Initial, Last)
   POLICY NUMBER






BUSINESS LIFE INSURANCE SUPPLEMENT

In general, when insurance companies are asked to underwrite insureds with large amounts of coverage, it is prudent and common industry practice, to require some detailed information concerning the financial position and income of the insureds. It has been found that this practice enhances policyowner value by improving claim experience. Just as with the medical information, the financial information is only reviewed by the few people in underwriting who need to see it for evaluation of the application and is kept in the strictest of confidence. Such information can be sent directly to the home office underwriter if that is preferred. The address is: New Business Department, The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Type of Business: ¨ Manufacturer ¨ Retail ¨ Product or ¨ Service ¨ Distributor ¨ Other (Explain)

Form of Organization: ¨ Corporation ¨ Partnership ¨ Individual Proprietor ¨ S Corp. ¨ LLC

Name and Address of Business:



(NAME)                                                                                   (ADDRESS)



(CITY)                                                                           (STATE)                                     (ZIP)                                     (TELEPHONE)

Name and telephone number of company representative

to be contacted regarding financial information

When and Where Incorporated or Established: Year                          State

Insured’s annual earned income from this business $

Purpose(s) and amount(s) of insurance:

¨ Fund business buy/sell agreement $                                 $                                            Does a buy/sell agreement exist? ¨ Yes ¨ No

                                      (INSURANCE)        (VALUE OF BUSINESS)

¨ Keyperson $

  (INSURANCE)

If the amount exceeds 5 times the insured’s annual earned income from this business, please explain the amount relative to potential lost profits, debt or other circumstances.

Has this business or any of its owners undergone receivership, bankruptcy, or loan defaults in the last five years? ¨ Yes ¨ No

(IF YES, FURNISH FULL DETAILS INCLUDING DATE OF DISCHARGE FROM RECEIVERSHIP OR BANKRUPTCY.)

FINANCIAL DATA: Complete the following or attach complete financial statements. Complete financial statements are required for amounts $2,000,001 or more.

BALANCE SHEET
   As of
      MO/DAY/YR

INCOME STATEMENT

Current Year
Estimate

           through

Previous Year
Ended

        MO/DAY/YR

Two Years Ago
Ended

        MO/DAY/YR

Current Assets

Net Sales


Fixed Assets

Cost of Sales


Other Assets

Operating Expenses


TOTAL ASSETS

Other Expenses


Current Liabilities

Interest Expense


Long-Term Liabilities

Taxes


Other Liabilities

Net Income


TOTAL LIABILITIES


OWNERS’ EQUITY


Enter below in the indicated column, the names, and ownership interests of each owner.

NAME

TITLE

PERCENT OF
OWNERSHIP

I declare that the above information is correctly recorded, complete and true to the best of my knowledge and belief.

è


Signature of INSURED, OR ACCOUNTANT OR ATTORNEY WHO REPRESENTS THE INSURED
   DATE (MM/DD/YYYY)

90 8C (0198)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202

INSURED NAME (First, Middle Initial, Last)    POLICY NUMBER





PERSONAL LIFE INSURANCE SUPPLEMENT

In general, when insurance companies are asked to underwrite insureds with large amounts of coverage, it is prudent and common industry practice, to require some detailed information concerning the financial position and income of the insureds. It has been found that this practice enhances policyowner value by improving claim experience. Just as with the medical information, the financial information is only reviewed by the few people in underwriting who need to see it for evaluation of the application and is kept in the strictest of confidence. Such information can be sent directly to the home office underwriter if that is preferred. The address is: New Business Department, The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

1       Insured’s annual earned income from occupation
   $ _______________

2       Other income: (Investments, rents, etc.)

         Source: ________________________________________________________________________
   $ _______________

3       Is the Insured the subject of any pending lawsuits, judgements, or liens?

         If yes, furnish details on back.
   ¨ Yes     ¨ No

4       Has insured undergone bankruptcy in last 5 years?

         If yes, describe the cause of bankruptcy and date of discharge on back.
   ¨ Yes     ¨ No

If the amount of personal insurance in force plus applied for exceeds the amount obtained by multiplying the appropriate factor for the insured’s age, by the insured’s annual earned income, please complete the personal balance sheet below. Note to Agent: Provide a copy of the planning proposal if one was used.

Age
Factor
Age
Factor
Age
Factor

Under 25 22 40-44 16 60-64 6

25-29 21 45-49 14 65+ 4

30-34 19 50-54 12

35-39 18 55-59 9

BALANCE SHEET

Date            /            /

                                                       MO       DAY     YR

ASSETS (at market value)

Cash and Equivalents on Hand    $__________________

and in Banks      __________________

Marketable Securities      __________________

     __________________

Accounts or Notes Receivable      __________________

Personal Property      __________________

Personal Residence(s),      __________________

Vacation Properties and      __________________

Investment Real Estate (Itemize)      __________________

     __________________

     __________________

Ownership Interest in Business(es)*      __________________

(itemize)
     __________________

Retirement Plan Assets      __________________

     __________________

     __________________

Cash Value – Life Insurance      __________________

Other Assets      __________________

Total Assets    $__________________

LIABILITIES AND NET WORTH

Notes Payable
   $__________________

Accounts and Bills Due      __________________

Mortgage(s)
     __________________

(Itemize)
     __________________

     __________________

     __________________

     __________________

Other Debts
     __________________

(Itemize)
     __________________

     __________________

     __________________

     __________________

Total Liabilities
     __________________

Net Worth
     __________________

Total Liab. & Net Worth
   $__________________

* Complete Financial Data Section on Business Insurance Supplement Form 90-8C if “Ownership Interest in Business(es)” is greater than 1/3 of the Net Worth.

I declare that the above information is correctly recorded, complete and true to the best of my knowledge and belief.



Signature of INSURED, OR ACCOUNTANT OR ATTORNEY WHO REPRESENTS THE INSURED
DATE (MM/DD/YYYY)

90-8D (0198)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E. WISCONSIN AVENUE, MILWAUKEE, Wl 53202

INSURED NAME (First, Middle Initial, Last)

DEFINITION OF REPLACEMENT SUPPLEMENT

This form will help determine if the insurance or annuity that was applied for is replacing other existing or pending life insurance or an annuity. The agent should ask the questions and explain items that are not understood.

As part of the purchase or change of life insurance or an annuity, has existing or pending life insurance or an annuity, on or owned by any person, been or will it be:

1)      Lapsed, surrendered, partially surrendered or forfeited; or
assigned to the replacing insurer (includes a §1035 Exchange); or
returned under a “free look”; or
terminated in any way?
   ¨ Yes    ¨ No

2)      Changed or lapsed to paid-up insurance; or
lapsed to extended term insurance or other form of nonforfeiture benefit; or
reduced in value by the use of nonforfeiture benefits, dividend or other cash values?
   ¨ Yes    ¨ No

3)      Reduced in amount, or
changed so that the period of time life insurance or annuity will be in force will be reduced?
   ¨ Yes    ¨ No

4)      Reissued or changed with a release of cash value?
(This includes any surrender of dividend additions or withdrawal of dividend accumulations.)
   ¨ Yes    ¨ No

5)      Assigned as collateral for a loan; or
subject to borrowing or withdrawal of any portion of the loan value?
   ¨ Yes    ¨ No

6)      Kept in force but with premium payments stopped or reduced in amount?
   ¨ Yes    ¨ No

7)      Directly rolled over or transferred from a tax qualified plan; or
a §1035 Exchange?
   ¨ Yes    ¨ No

List all life insurance policies or annuity contracts which will or may be replaced on page 2.

To the applicant, annuitant or proposed insured: There are many issues to consider before you decide to engage in a replacement. A replacement may involve the complete termination of an existing policy or contract. It may involve changes to the benefits and values. To decide if any replacement is in your best interests, you need to make a careful comparison of existing policy benefits and values and the proposed benefits and values.

By signing below, I confirm that I understand that a replacement has occurred. I have discussed the issues with my agent. I have decided it is in my best interests to proceed with the replacement.

è

Signature of APPLICANT DATE (MM/DD/YYYY)

è

Signature of INSURED OR ANNUITANT (if other than Applicant) DATE (MM/DD/YYYY)

è

Signature of LICENSED AGENT DATE (MM/DD/YYYY)

(Use page 2 to list all life insurance and/or annuities which will be or may be replaced)

90 967 (0198) (page 1 of 2)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 E. WISCONSIN AVENUE, MILWAUKEE, Wl 53202

LIST OF ALL LIFE INSURANCE POLICIES AND ANNUITY CONTRACTS

THAT WILL OR MAY BE REPLACED

Life Insurance

COMPANY NAME
   POLICY NUMBER
   INDIVIDUAL OR GROUP
   INSURANCE PLAN
   DEATH BENEFIT AMOUNT



















Annuities

COMPANY NAME

CONTRACT NUMBER

INDIVIDUAL OR GROUP

CONTRACT VALUE

90-1967 (0198) (page 2 of 2)

OWNER IDENTITY VERIFICATION

One form must be completed for each natural person owner, except for an owner who is (1) the insured, and (2) undergoing a paramedical exam, medical exam, Executive Physical, and/or a blood profile and urine specimen.

Note: Failure to review identity documents in person could result in processing delays and/or decline of application.

Have you previously completed an Owner Identity Verification (OIV) form or the Customer Identity Verification section of the NMIS New Account form for this owner?

No or Unknown. Complete the remainder of this form.

Yes: Provide the existing policy/contract number for which the OIV form was previously completed or the NMIS Account number for which the Customer Identity Verification section was completed. If this number is provided, then the remainder of this form does not need to be completed.

If the number cannot be provided, complete the remainder of this form.

The following notice must be read by or to the owner. “Federal law requires financial institutions to obtain, verify, and record information that identifies each person who applies to own a variable product. You will be asked to provide your name, address, date of birth, and other information. We will also obtain information from your driver’s license (or other government-issued identification) and we may use other means, including third party sources, to verify your identity.”

U.S. Government identification presented:

      State Driver’s License          ¨ Passport         ¨ State ID Card         ¨ Permanent Residence Card (Green Card)

      Other:                                                                                                ¨ Owner has no form of U.S. Government identification

State/country of issuance:                                                                Identification number:

Date of issuance - if none, so state: (MM/DD/YY)                  Expiration date - if none, so state: (MM/DD/YY)

¨ Yes    ¨ No Did you meet in person with this individual when you collected the identity information provided above?

¨ Yes    ¨ No If yes, does the photograph on the identification match this person’s appearance?

      ¨ No photo on ID

Manner of identification provided: ¨ Original  ¨ Copy     ¨ Obtained via Phone  ¨ Other:

Name on the identification if it does not match name on application:

Owner’s residence address if different than address on application (or Variable Life Owner Information form):



Number and Street
   Apartment or Unit Number    City, State and Zip Code

I certify that the above notice was provided to the owner and that the information from the identification presented is correctly recorded, complete and true to the best of my knowledge.



Registered Representative’s Signature

Date (MM/DD/YY)

Insured:
Mr. Client

Page 3C

Policy Number:

For Home Office Use Only

POLICY APPLICATION SUPPLEMENT FOR

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

INSURED: XXXXXXXXXXXXXXXXXXXXXXXXX

POLICY:

Specified Amount: $5,000,000

Death Benefit Option: Specified Amount (Option A)

Definition of Life Insurance Test: Guideline Premium/Cash Value Corridor Test

Initial Premium: $23,225.00

Reminder Premium: $25,000

Reminder Frequency: Annual

THE DEATH BENEFIT AND THE CASH VALUE OF THE FLEXIBLE PREMIUM VARIABLE EXECUTIVE LIFE POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. THERE ARE NO GUARANTEED MINIMUM CASH VALUES OR DEATH BENEFITS.

For Home Office Use Only

Underwriting Amount: $4,973,957

Illustrated Cumulative Premiums:

Years 1 - 5: $135,000
   Years 1 -15:$510,000

Years 1 - 10: $260,000
   Years 1 - 20: $385,000

VEL (II), 55, M, Select

NY

Illustration No. WI1730-NHBLN-104550

90-1 VEL. Supp. (1003)

1 of 3

ALLOCATION OF NET PREMIUMS

This section should be completed for all policies. This allocation will apply to all net premiums and loan repayments.

If dollar cost averaging is desired, complete this section and the monthly dollar cost averaging section.

For the purposes of dollar cost averaging, only allocations to the Money Market are utilized.

• Use whole percentages only.

Money Market
           %

Small Cap Growth Stock
           %

T. Rowe Price Small Cap Value
           %

Aggressive Growth Stock
           %

International Growth Stock
           %

Franklin Templeton Intl Equity
           %

Index 400 Stock
           %

Growth Stock
           %

Large Cap Core Stock
           %

Capital Guardian Domestic Equity
           %

Index 500 Stock
           %

Asset Allocation
           %

Balanced
           %

High Yield Bond
           %

Select Bond
           %

Russell Aggressive Equity
           %

Russell Non-US
           %

Russell Multi-Style Equity
           %

Russell Real Estate Securities
           %

Russell Core Bond
           %

AllianceBernstein Mid Cap Value
           %

Janus Capital Appreciation
           %

T. Rowe Price Equity Income
           %

Fidelity VIP Mid Cap Portfolio
           %



Total
   100 %



MONTHLY DOLLAR COST AVERAGING

Complete this section only if monthly dollar cost averaging is desired. Dollar cost averaging does not ensure a gain or protect against a loss in a declining market. Transfers occur on the monthly processing date and do not count toward the twelve free transfers per policy year. There is no charge for dollar cost averaging. Choose one of the following options and indicate the desired allocation of transfers below:

Transfer the following amount from the Money Market Division and allocate it among the divisions as specified below: $                    .

• Use whole percentages only.

• If the amount specified is larger than the balance in the Money Market Division, the entire balance will be transferred.

Small Cap Growth Stock
           %

T. Rowe Price Small Cap Value
           %

Aggressive Growth Stock
           %

International Growth Stock
           %

Franklin Templeton Intl Equity
           %

Index 400 Stock
           %

Growth Stock
           %

Large Cap Core Stock
           %

Capital Guardian Domestic Equity
           %

Index 500 Stock
           %

Asset Allocation
           %

Balanced
           %

High Yield Bond
           %

Select Bond
           %

Russell Aggressive Equity
           %

Russell Non-US
           %

Russell Multi-Style Equity
           %

Russell Real Estate Securities
           %

Russell Core Bond
           %

AllianceBernstein Mid Cap Value
           %

Janus Capital Appreciation
           %

T. Rowe Price Equity Income
           %

Fidelity VIP Mid Cap Portfolio
           %



Total
   100 %



Insured: xxxxxxxxxxxxxxxxxxxxxxx

Illustration No. WI1730-NHBLN-104550

90-1 VEL. Supp. (1003) 2 of 3

SUITABILITY

Northwestern Mutual Life is required to make the following inquiries for purposes of determining the suitability of this sale. All responses will be kept confidential.

Applicant’s Experience with the following:

         No investment experience

   None
   Up to
5 Yrs
   5 Yrs or
More

Mutual Funds


Stocks


Bonds


Annuities


Variable Life Insurance


Approximate value of existing investments $

Insured: xxxxxxxxxxxxxxxxxxxxxxx

Illustration No. WI1730-NHBLN-104550

90-1 VEL. Supp. (1003) 3 of 3

Variable Life Policy Suitability Information

To enable Northwestern Mutual to complete its review of the suitability of this product, and in accordance with the requirements of the National Association of Securities Dealers, Inc. (NASD), the following information must be provided about the variable life policy being applied for. Only one Variable Life Policy Suitability Information page should be completed per variable life policy being applied for with this application.

1. What is the owner (s’) time horizon for attaining the investment goals for this purchase? (Select One)

¨ Less than eight years

¨ Eight – fourteen years

¨ More than fourteen years

2. What is the owner (s’) investment risk tolerance for this policy ? (Select One)

¨ Conservative                             ¨ Moderately Conservative

¨ Moderate

¨ Moderately Aggressive            ¨ Aggressive

3. What is the most important investment objective for this policy? (Select One)

¨ Liquidity                                    ¨ Income

¨ Growth                                       ¨ Tax – Deferral

4. What is the owner (s’) investment experience?

¨ No investment experience

   None
   Up to
5 Yrs
   5 Yrs or
More

Mutual Funds


Stocks


Bonds


Annuities


Variable Life Insurance


Approximate value of all existing investments: $

5. What is the source of funds being used for this purchase? (Check all that apply)

¨ Current income/savings                      ¨ Mutual Fund redemption

¨ Other Life insurance policies

¨ Annuity contract                                  ¨ Sale of other securities

¨            None of the above

(Provide Details)

Replacement

A replacement may not be in the customer’s best interest. There may be a new incontestability period and suicide clause associated with the new variable life insurance policy. There may be new fees, extended surrender charge periods, and a change in insurability. There may be tax consequences associated with the replacement that are best discussed with a tax professional.

The following questions must be answered if the policy applied for is a replacement:

6. What is the primary reason(s) for the replacement? (Check all that apply)

¨ Better underwriting class on new policy and/or reconsideration not permitted or reconsideration opportunity not as favorable on existing policy

¨ New policy is replacing existing term insurance

¨ Replaced coverage will lapse

¨ Policy benefits or features more favorable or not available with existing coverage

¨ Increased death benefits

¨ More favorable illustrated values

¨            Other

(Provide details)

7. Is the policy being replaced subject to a surrender charge?                  ¨Yes      ¨ No

         If ‘Yes’, how much? $

Insured: xxxxxxxxxxxxxxxxxxxxxxxX

                 Variable Life Customer Record

                 Page 3A

                 Policy Number:

                                               For Home Office Use Only

Variable Life Owner Information

The Securities and Exchange Commission requires us to collect the following information for each natural person owner of the variable life policy applied for. A natural person is defined as an individual human being. Excluded from the definition are corporations, partnerships, companies and other business or non-profit entities.

The information below must be provided for each natural person owner of this Variable Life policy being applied for. The owner, as identified on the application, is expected to provide the required information.

Number of natural person owners:

Owner Information:

Telephone Number:
(____)__________

Annual Income:
$______________

Estimated Income
¨ 0 – 15%

Tax Rate:
¨ 16 – 27%

¨ 28% – and above

Net Worth minus

Primary residence:
$______________

Liquid Net Worth:
$______________

Number of Dependents:
______________

Employment status (select one):
¨ Employed - Occupation:

¨ Retired

¨ Unemployed

Insured:

XXXXXXXXXXXXXXXXX

Variable Life Customer Record

Page 3B

Policy Number:____________________

                           For Home Office Use Only

Disclosure Statement For

Flexible Premium Variable Life Insurance Policy

I understand that any illustrations of death benefits and cash values I have been shown demonstrate how the policy operates under a given set of assumptions and are not estimates or guarantees of future results. Actual Experience will be different than assumed. The assumptions incorporated in an illustration include, but are not limited to, the following: premium payment amounts and frequencies, investment returns, expense charges, cost of insurance charges, loans, and withdrawals. If investment experience and/or dividends are less than illustrated a greater number of premiums may have to be paid in cash than what was shown on any sales document, including illustrations that assume a zero cash outlay in some years.

I UNDERSTAND THAT THE DEATH BENEFIT AND THE CASH VALUE OF THE FLEXIBLE PREMIUM VARIABLE EXECUTIVE LIFE POLICY APPLIED FOR MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. THERE ARE NO GUARANTEED MINIMUM CASH VALUES OR DEATH BENEFITS.

I understand that the Flexible Premium Variable Life Insurance Policy is available only to persons intending to pay at least $25,000 in premium the first policy year. It is my intention to pay at least $25,000 in premium within the first policy year.

1 acknowledge receipt of a current prospectus and any supplements for Variable Joint Life

Prospectus dated:

        Date of Prospectus (Mo/Day/Yr)

Signature of Applicant
Date (Mo/Day/Yr)

Based on the information furnished by the Applicant in this application, I certify that I have reasonable grounds for believing the purchase of the policy applied for is suitable for the applicant. I further certify that a current prospectus was delivered and that no written sales materials other than those furnished by the Home Office were used.

Signature of Licensed Agent

(Registered Representative)

Signature of General Agent

XXXXXXX

Illustration No. WI1730-NHBLN-104550

This page NY only

Definition of Life Insurance Disclosure

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

To receive the tax advantages of life insurance under the Internal Revenue Code (I.R.C.), including tax deferral of income, I.R.C. section 7702 requires that all life insurance policies must qualify under either the Cash Value Accumulation Test (CVAT) or the Guideline Premium Test (GPT).

The Northwestern Mutual Policy for which you are applying allows you to elect at issue the qualifying test under the I.R.C. that will be applied to your policy. The choice of qualifying test may not be changed after issue. Here are some guidelines for determining which of the two tests best accomplishes your goals.

The CVAT generally permits more premium to be paid into a policy during its initial years than the GPT. This means that cash values can accumulate more quickly under the CVAT. On the other hand, the CVAT requires that you maintain a higher level of death benefit in relation to cash value than the GPT. This higher level of death benefit can eventually result in a lower cash value than under the GPT. The GPT limits the amount of premiums paid into a policy but requires smaller increases in the death benefit as the cash value grows. You should consider the CVAT if you wish to maximize premium payments and cash value accumulation over a short period. You should consider the GPT if you wish to maximize cash value accumulation in relation to death benefit protection.

Because the selection of the appropriate test depends on many factors, such as the amount of death benefit you want, the amount of premium you plan to pay and whether you intend to make loans or withdrawals, and because the test cannot be changed once the policy is issued, you should consult your tax advisor before making this election. Your Northwestern Mutual agent can provide more information about the policy to help you select the test that best suits your needs. You may also request from your agent an illustration of hypothetical policy values under both I.R.C. tests to help you make a decision.

I understand the above disclosure regarding the different tests under the I.R.C. section 7702.

Signature of Applicant(s)

Date

90-1 VUL. DISC.(400)

New Business Submission Checklist

¨ All VEL II application input will occur in the New Business Department of the Home Office.

¨ The VEL II minimum first year premium is $25,000 or the minimum initial premium for the policy.

¨ Prepaid applications require submission of a check equal to or greater than the Minimum Initial Premium. A check equal to or greater than the Minimum Initial Premium must accompany each prepaid VEL II application.

*  ISA and GA Escrow deposit cannot be used for this product.

¨ A complete, signed and dated VEL II Application Supplement must be submitted with each VEL II application.

*  Each VEL II Application Supplement must be signed by the Applicant, Licensed Agent(Registered Representative), and General Agent.

¨ All 1035 Tax Free Exchanges must be submitted on a non-prepaid basis.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

720 East Wisconsin Avenue, Milwaukee, Wl 53202

CERTIFICATION THAT BASIC ILLUSTRATION WILL BE DELIVERED

ON OR PRIOR TO POLICY DELIVERY

Illustration Certification Form

INSURED (PRINT)



Applicant:

I acknowledge that no illustration conforming to each policy applied for was available for me to review and sign. I understand that an illustration conforming to each policy exactly as issued will be provided to the Policyowner no later than at the time each policy is delivered.

è

Signature of APPLICANT DATE (MM/DD/YYYY)

Agent for the Company:

I acknowledge that no illustration conforming to each policy applied for was provided to the Applicant. Either the Company or I will provide the Policyowner an illustration conforming to each policy exactly as issued no later than at the time each policy is delivered.

Signature of LICENSED AGENT DATE (MM/DD/YYYY)



AGENT’S NAME (PRINT)



STREET ADDRESS                                                                                                       CITY



STATE                                                                     ZIP CODE                                    TELEPHONE

(                     )

POLICY #:

_________________________________

This signed and dated form must be submitted with the application if a Basic Illustration conforming to the policy applied for was not available. Both the applicant and agent must sign and date the Illustration Certification form.

THE HOME OFFICE WILL ACCEPT A FAX TRANSMISSION OF THIS ORIGINAL, SIGNED DOCUMENT.

___4(0197)
EX-99.N 3 dex99n.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit (n) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in the Statement of Additional Information constituting part of this Post-Effective Amendment No. 11 to the registration statement on Form N-6 (the "Registration Statement") of our report dated January 24, 2005, relating to the financial statements of The Northwestern Mutual Life Insurance Company, and of our report dated February 3, 2005, relating to the financial statements of Northwestern Mutual Variable Life Account, which appear in such Statement of Additional Information, and to the incorporation by reference of such reports into the Prospectus which constitutes part of this Registration Statement. We also consent to the references to us under the headings "Experts" and "Financial Statements of the Account" in such Statement of Additional Information. /s/ PRICEWATERHOUSECOOPERS LLP Milwaukee, Wisconsin April 26, 2005 ~~-----END PRIVACY-ENHANCED MESSAGE-----~~


THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY		LIFE INSURANCE APPLICATION
720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202		Page 1


¨ Companion policies	¨ Life & Disability Application	¨ LTC Application	Plan Group Number
¨ APB Option	¨ Exam (NM, PME, MD) in Home Office


A. ¨ Mr. ¨ Mrs. ¨ Ms. ¨ Dr. ¨ Other	B. ¨ MALE	C. BIRTHDATE (Month, Day, Year)
	¨ FEMALE


D. STATE OF BIRTH (or Foreign Country):		E. TAXPAYER IDENTIFICATION NUMBER:



F. PRIMARY RESIDENCE:
		STREET OR PO BOX:

CITY, STATE, ZIP (Country if other than U.S.A.):

		E-MAIL ADDRESS:


A. ¨ Mr. ¨ Mrs. ¨ Ms. ¨ Dr. ¨ Other		¨ MALE

PERSONAL NAME:		¨ FEMALE
(FIRST, MIDDLE INITIAL, LAST)


C. ADDRESS:		STREET OR PO BOX:

CITY, STATE, ZIP (Country if other than U.S.A.):

		E-MAIL ADDRESS:


Select ONLY ONE: ¨ ISA (Omit A through D below)	OR	¨ Insured (Complete D only)	¨ Applicant (Complete D only)
		¨ Owner (Complete D only)	¨ Other (Complete A, B, C and D)


B. TAXPAYER IDENTIFICATION NUMBER:		C. DAYTIME TELEPHONE NUMBER:
		Area Code ( )


Select ONLY ONE:		¨ Insured (Complete C only)		¨ Applicant (Complete C only)		¨ Other (Complete A, B and C)		¨ See attached supplement form


Policy 1	Regular $	Advance $

Policy 2	Regular $	Advance $

Policy 3	Regular $	Advance $


C. Is the amount applied for more than the additional purchase option amount available?	¨ Yes	¨ No
If yes, what is the excess amount to be underwritten? $


9 POLICY APPLIED FOR

FIRST POLICY INFORMATION		SECOND POLICY INFORMATION

¨ APPLICATION SUPPLEMENT *(required for CompLife and all Variable Life Products)* OR		¨ APPLICATION SUPPLEMENT *(required for CompLife and all Variable Life Products)* OR

A. PLAN:		A. PLAN:

AMOUNT: $		AMOUNT: $

B. ADDITIONAL BENEFITS:	¨ Waiver of Premium	B. ADDITIONAL BENEFITS:	¨ Waiver of Premium
*(benefit amount)*	¨ Accidental Death $	*(benefit amount)*	¨ Accidental Death $
*(amount per option)*	¨ Additional Purchase $	*(amount per option)*	¨ Additional Purchase $
	¨ Payor Benefit		¨ Payor Benefit
	¨ Indexed Protection		¨ Indexed Protection
	¨ Other		¨ Other

C. ANNUAL DIVIDENDS:	¨ Reduce current premium	C. ANNUAL DIVIDENDS:	¨ Reduce current premium
	¨ Purchase paid-up additions		¨ Purchase paid-up additions
	¨ Accumulate at interest		¨ Accumulate at interest
	¨ Be paid in cash		¨ Be paid in cash
	¨ Be used for a combination of options a bove - complete form 18-1364-01		¨ Be used for a combination of options above - complete form 18-1364-01

D. POLICY LOAN INTEREST RATE OPTION: ¨ 8% ¨ Variable Rate		D. POLICY LOAN INTEREST RATE OPTION: ¨ 8% ¨ Variable Rate



10 If an additional benefit cannot be approved, should the company issue a policy without the benefit?	¨ Yes ¨ No	If an additional benefit cannot be approved, should the company issue a policy without the benefit?	¨ Yes ¨ No

11 Shall the Premium Loan provision, if available, become operative according to its terms?	¨ Yes ¨ No	Shall the Premium Loan provision, if available, become operative according to its terms?	¨ Yes ¨ No

12 PREMIUM FREQUENCY:		PREMIUM FREQUENCY:

¨ Annually ¨ Semiannually ¨ Quarterly ¨ Single		¨ Annually ¨ Semiannually ¨ Quarterly ¨ Single

13 RESERVED / 14 RESERVED

15 BENEFICIARY



A. DIRECT BENEFICIARY	First, Middle Initial, Last	Relationship to Insured
A. DIRECT BENEFICIARY	1. _________________________________________________________________	____________________
	2. _________________________________________________________________	____________________
	3. _________________________________________________________________	____________________



BUSINESS ORGANIZATION	_______________________________________________________________	____________________

OR TRUST	_______________________________________________________________



B. CONTINGENT BENEFICIARY	First, Middle Initial, Last	Relationship to Insured
	1. _________________________________________________________________	____________________
	2. _________________________________________________________________	____________________
	3. _________________________________________________________________	____________________

Box (1) or (2) may be selected to include all of the children or brothers and sisters without naming them, or to add to the contingent beneficiaries named. Box (3) may be selected to provide for the children of a deceased contingent beneficiary; use only if contingent beneficiaries are named and/or Box (1) or (2) is checked. NOTE: The word “children” includes child and any legally adopted child.

¨ (1) and all (other) children of the Insured.

¨ (2) and all (other) brothers and sisters of the Insured born of the marriage of or legally adopted by and before the Insured’s death.

¨ (3) any amount that would have been paid to a deceased contingent beneficiary, if living, will be paid in one sum and in equal shares to the children of that contingent beneficiary who survive and receive payment.



C. FURTHER PAYEES	First, Middle Initial, Last	Relationship to Insured
C. FURTHER PAYEES	_________________________________________________________________	____________________
	_________________________________________________________________	____________________

D. ¨ SEE ATTACHED SUPPLEMENT FORM (To be used in place of designations above.)

TRUSTEE AS BENEFICIARY If a trustee is named as a beneficiary and no qualified trustee makes claim to the proceeds, or to the present value of any unpaid payments under a payment plan, within one year after payment becomes due to the trustee, or if satisfactory evidence is furnished to the Company within that year showing that no trustee can qualify to receive payment, payment will be as provided in the contract as though the trustee had not been named. The Company will be fully discharged of liability for any action taken by the trustee and for all amounts paid to, or at the direction of, the trustee and will have no obligation as to the use of the amounts. In all dealings with the trustee the Company will be fully protected against the claims of every other person. The Company will not be charged with notice of a change of trustee unless written evidence of the change is received at the Home Office.


16 RESERVED

17 CONDITIONAL LIFE INSURANCE AGREEMENT
Has the premium for the policy applied for been given to the agent in exchange for the Conditional Life Insurance Agreement with the same number as this application?		¨ Yes ¨ No

18 INSURANCE HISTORY
Has the Insured ever had life, disability or health insurance declined, rated, modified, issued with an exclusion rider, cancelled, or not renewed? If yes, explain in ADDITIONAL REMARKS.		¨ Yes ¨ No

19 When was the Insured’s last examination or application for life, disability or accidental death insurance?
Month Year Company	OR	¨ None

20 Does the Insured have any other life insurance in force, pending or contemplated in other companies?		¨ Yes ¨ No
If yes, indicate Company Name, Individual (Ind) or Group (Grp) and identify the amount of In Force, Pending or Contemplated.


Company Name	Ind or Grp	In Force Amount	Pending Amount	Contemplated Amount	Accidental Death Amount


21 As a result of this purchase will the values or benefits of any other life insurance policy or annuity contract, on any life, be affected in any way?		¨ Yes ¨ No

NOTE TO AGENT: Values or benefits are affected if any question on the Definition of Replacement Supplement could be answered “yes.”

If yes”, this transaction is a replacement of life insurance or annuity.

The agent must:

• submit required papers and sales materials and

• provide required disclosure notices to the applicant.

The applicant must answer the questions:

• on the Definition of Replacement Supplement and

• A, B, and C below.

Will this insurance:

A. replace Northwestern Mutual Life?		¨ Yes ¨ No

B. replace other Companies?		¨ Yes ¨ No

C. result in 1035 exchange?		¨ Yes ¨ No

22 RESERVED


Destination (List all Cities and Countries)	Number of Trips		Duration of Each Trip (No. of Days)	Departure Date (Month/Year)	Purpose of Trip
Destination (List all Cities and Countries)	Last 12 Months	Next 12 Months	Duration of Each Trip (No. of Days)	Departure Date (Month/Year)	Purpose of Trip


27 Is the Insured a member of, or does the Insured plan on joining any branch of, the Armed Forces or reserve military unit? If yes, complete the Military Section.	¨Yes	¨No

28 Except as a passenger on a regularly scheduled flight, has the Insured flown within the past 2 years, or does the Insured have plans to fly in the future? If yes, complete the Aviation Section.	¨Yes	¨No

29 In the past 2 years, has the Insured participated in or does the Insured have plans to participate in: racing (automobile, snowmobile, motorcycle, boat or go-cart), underwater or sky diving, hang gliding, bungee jumping, mountain or rock climbing, or rodeos? If yes, complete the Avocation Section.	¨Yes	¨No



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	Signature of INSURED (If other than Applicant and 15 years of age or over) Print name of Insured if under age 15.		Signature of APPLICANT

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	Signature of PARENT OR GUARDIAN (If other than Applicant and Insured is a minor)		Signed by Applicant at CITY, COUNTY, STATE

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	Signature of OWNER		DATE Signed by Applicant
	(If other than Application or Insured)		MONTH DAY YEAR

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	Signature of LICENSED AGENT



Name of Patient/Proposed Insured (please print)				Date of Birth (MM/DD/YYYY)




Signature of Patient/Proposed Insured (or Parent or Guardian)				Date (MM/DD/YYYY)


Address of Parent or Guardian, if signing


Relationship to Patient/Proposed Insured