See All of This Company's Exhibits

                        
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0000950124-00-000279.txt : 20000203
0000950124-00-000279.hdr.sgml : 20000203
ACCESSION NUMBER:		0000950124-00-000279
CONFORMED SUBMISSION TYPE:	485APOS
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000127

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NML VARIABLE ANNUITY ACCOUNT A
		CENTRAL INDEX KEY:			0000790162
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				390509570
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		485APOS
		SEC ACT:		
		SEC FILE NUMBER:	333-72913
		FILM NUMBER:		514225

	BUSINESS ADDRESS:	
		STREET 1:		720 EAST WISCONSIN AVE
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53202
		BUSINESS PHONE:		4142992508

	MAIL ADDRESS:	
		STREET 1:		720 EAST WISCONSIN AVENUE
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53202


485APOS
1
FORM N-4


   1
                                                      Registration No. 333-72913

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

                   REGISTRATION STATEMENT UNDER THE SECURITIES
                                 ACT OF 1933                           / /

                         Pre-Effective Amendment No.                  / /
                                                    ---
                      Post-Effective Amendment No. 1                 /X/
                                                  ---
                                     and/or

                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                             COMPANY ACT OF 1940                     / /

                              Amendment No.                         / /
                                           ---
                        (Check appropriate box or boxes.)

                         NML VARIABLE ANNUITY ACCOUNT A
- --------------------------------------------------------------------------------
                         (Exact Name of Registrant)

                 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

                               (Name of Depositor)
720 East Wisconsi Avenue, Milwaukee, Wisconsin                     53202
- --------------------------------------------------------------------------------
         (Address of Depositor's Principal Executive Offices)     (Zip Code)

Depositor's Telephone Number, including Area Code  414-271-1444
                                                   ------------
     JOHN M. BREMER, Executive 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
                on (DATE) pursuant to paragraph (b) of Rule 485
         ----
                60 days after filing pursuant to paragraph (a)(1) of Rule 485
         ----
           X    on March 31, 2000 pursuant to paragraph (a)(1) of Rule 485
         -----
                this post-effective amendment designates a new effective date
         -----
                for a previously filed post-effective amendment.


   2


                         NML VARIABLE ANNUITY ACCOUNT A
- --------------------------------------------------------------------------------

                              CROSS-REFERENCE SHEET
N-4, Part A Heading in Item Prospectus - ----------- ---------- 1 .................................................. Cover Page 2 .................................................. Index of Special Terms 3 .................................................. Expense Table 4 .................................................. Accumulation Unit Values, Financial Statements 5 .................................................. The Company, NML Variable Annuity Account A, The Funds 6 .................................................. Deductions, Distribution of the Contracts 7 .................................................. The Contracts, Owners of the Contracts, Application of Purchase Payments, Transfers Between Divisions and Payment Plans, Substitution and Change 8 .................................................. Variable Payment Plans, Description of Payment Plans, Amount of Annuity Payments, Maturity Benefit, Assumed Investment Rate, Transfers Between Divisions and Payment Plans 9 .................................................. Death Benefit 10 .................................................. Amount and Frequency, Application of Purchase Payments, Net Investment Factor, Distribution of the Contracts 11 .................................................. Withdrawal Amount, Deferment of Benefit Payments, Right to Examine Contract 12 .................................................. Federal Income Taxes 13 .................................................. Not Applicable 14 .................................................. Table of Contents for Statement of Additional Information - ------------------------------------------------------------------------------------------------------------------- N-4, Part B Heading in Statement Item of Additional Information - ----------- --------------------------- 15 .................................................. Cover Page 16 .................................................. Table of Contents 17 .................................................. Not Applicable 18 .................................................. Experts 19 .................................................. Not Applicable 20 .................................................. Distribution of the Contracts 21 .................................................. Not Applicable 22 .................................................. Determination of Annuity Payments 23 .................................................. Financial Statements
3 March 31, 2000 NORTHWESTERN MUTUAL LIFE The Quiet Company(R) [LOGO] NML VARIABLE ANNUITY ACCOUNT A Individual Variable Annuity Contracts for Retirement Plans of Self-Employed Persons and Their Employees (PHOTO) PROSPECTUSES Northwestern Mutual Series Fund, Inc. and Russell Insurance Funds The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, Wisconsin 53202 (414) 271-1444 4 ================================================================================ NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance MUTUAL LIFE Company NML Variable Annuity Account A [LETTERHEAD] March 31, 2000 PROFILE OF THE VARIABLE ANNUITY CONTRACT This Profile is a summary of some of the more important points that you should consider and know before purchasing the Contract. We describe the Contract more fully in the prospectus which accompanies this Profile. Please read the prospectus carefully. 1. THE ANNUITY CONTRACT The Contract provides retirement annuity benefits for self-employed individuals (and their eligible employees). The Contract will invest on a tax-deferred basis in your choice of sixteen investment portfolios. The Contract also allows investment on a fixed basis in a guaranteed account. The Contract is intended for retirement savings or other long-term investment purposes. The Contract provides for a death benefit during the years when funds are being accumulated and for a variety of income options following retirement. The sixteen investment portfolios are listed in Section 4 below. These portfolios bear varying amounts of investment risk. Those with more risk are designed to produce a better long-term return than those with less risk. But this is not guaranteed. You can also lose your money. The amounts you invest on a fixed basis earn interest at a rate we declare from time to time. We guarantee principal and we guarantee the interest rate for each amount for at least one year. You may invest in any or all of the sixteen investment portfolios. You may move money among these portfolios without charge up to 12 times per year. After that, a charge of $25 may apply. Transfers of amounts invested on a fixed basis are subject to restrictions. During the years when funds are being paid into your Contract, known as the accumulation phase, the earnings accumulate on a tax-deferred basis. The earnings are taxed as income if you make a withdrawal. The income phase begins when you start receiving annuity payments from your Contract, usually at retirement. Monthly annuity payments begin on the date you select. The amount you accumulate in your Contract, including the results of investment performance, will determine the amount of your monthly annuity payments. 2. ANNUITY PAYMENTS If you decide to begin receiving monthly annuity payments from your Contract, you may choose one of three payment plans: (1) monthly payments for a specified period of five to thirty years, as you select, (2) monthly payments for your life (assuming you are the annuitant), and you may choose to have payments continue to your beneficiary for the balance of ten or twenty years if you die sooner; or (3) monthly payments for your life and for the life of another person (usually your spouse) selected by you. After you begin receiving monthly annuity payments you cannot change your selection if the payments depend on your life or the life of another. These payment plans are available to you on a variable or fixed basis. Variable means that the amount accumulated in your Contract will continue to be invested in one or more of the sixteen investment portfolios as you choose. Your monthly annuity payments will vary up or down to reflect continuing investment performance. Or you may choose a fixed annuity payment plan which guarantees the amount you will receive each month. 3. PURCHASE We offer Front Load and Back Load Contracts, as briefly described in Section 5. You may make purchase payments of $25 or more as you accumulate funds in your Contract. For the Front Load Contract the minimum initial purchase payment is $10,000. For Back Load Contracts we issue in non-tax-qualified situations the minimum initial purchase payment is $5,000. Your Northwestern Mutual Life agent will help you complete a Contract application form. 4. INVESTMENT CHOICES You may invest in any or all of the following investment portfolios. All of these are described in the attached prospectuses for Northwestern Mutual Series Fund, Inc. and the Russell Insurance Funds: Northwestern Mutual Series Fund, Inc. 1. Small Cap Growth Stock Portfolio 2. Aggressive Growth Stock Portfolio 3. International Equity Portfolio 4. Index 400 Stock Portfolio 5. Growth Stock Portfolio 6. Growth and Income Stock Portfolio 7. Index 500 Stock Portfolio 8. Balanced Portfolio 9. High Yield Bond Portfolio 10. Select Bond Portfolio 11. Money Market Portfolio Russell Insurance Funds 1. Multi-Style Equity Fund 2. Aggressive Equity Fund 3. Non-U.S. Fund 4. Real Estate Securities Fund 5. Core Bond Fund You may also invest all or part of your funds on a fixed basis (the Guaranteed Interest Fund). PROFILE-i 5 5. EXPENSES The Contract has insurance and investment features, and there are costs related to them. For the Front Load Contract we deduct a sales load of 4.5% from your purchase payments. The percentage is lower when cumulative purchase payments exceed $100,000. For the Back Load Contract there is no sales load deducted from purchase payments but a withdrawal charge of 0% to 6% applies, depending on the length of time the money you withdraw has been in the Contract and the size of your Contract. Each year we deduct a $30 Contract fee. Currently this fee is waived if the value of your Contract is $25,000 or more. We also deduct mortality and expense risk charges for the guarantees associated with your Contract. These charges are at the annual rate of 0.50% for the Front Load Contract. They begin at 1.25% for the Back Load Contract and are reduced to 0.50% for purchase payments that are no longer subject to withdrawal charges in Contracts with a value of $25,000 or more. The portfolios also bear investment charges that range from an annual rate of 0.20% to 1.30% of the average daily value of the portfolio, depending on the investment portfolio you select. The following charts are designed to help you understand the charges for the Front Load and Back Load Contracts. The first three columns show the annual expenses as a percentage of assets including the insurance charges, the portfolio charges and the total charges. Portfolio expenses are based on 1999 expenses for the portfolios. Expenses for the portfolios reflect fee waivers and expense reimbursements. The last two columns show you examples of the charges, in dollars, you would pay. The examples reflect the impact of the asset based charges, any sales loads or withdrawals that would apply, and the $30 Contract fee calculated by dividing the annual Contract fees collected by the average assets of the sub-account. The examples assume that you invested $1,000 in a Contract which earns 5% annually and that you withdraw your money at the end of year one, and at the end of year ten. Both of these examples, for both Contracts, reflect aggregate charges on a cumulative basis to the end of the 1 or 10-year period. For more detailed information, see the Expense Table which begins on page 3 of the attached prospectus for the Contracts. EXPENSES FRONT LOAD CONTRACT
ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS Total Examples: * Total Annual Annual Total Total Annual Charges At End of Insurance Charges Portfolio Annual Portfolio Charges Expenses 1 Year 10 Years - ---------------------------------------------------------------------------------------------------------------------------- Northwestern Mutual Series Fund, Inc. Small Cap Growth Stock 0.52% (0.50% + 0.02%) 1.00% 1.42% $54 $203 Aggressive Growth Stock 0.52% (0.50% + 0.02%) 0.51% 0.93% $49 $150 International Equity 0.52% (0.50% + 0.02%) 0.74% 1.16% $51 $175 Index 400 Stock 0.52% (0.50% + 0.02%) 0.35% 0.77% $48 $132 Growth Stock 0.52% (0.50% + 0.02%) 0.43% 0.85% $48 $141 Growth and Income Stock 0.52% (0.50% + 0.02%) 0.57% 0.99% $50 $157 Index 500 Stock 0.52% (0.50% + 0.02%) 0.20% 0.62% $46 $114 Balanced 0.52% (0.50% + 0.02%) 0.30% 0.72% $47 $126 High Yield Bond 0.52% (0.50% + 0.02%) 0.50% 0.92% $49 $149 Select Bond 0.52% (0.50% + 0.02%) 0.30% 0.72% $47 $126 Money Market 0.52% (0.50% + 0.02%) 0.30% 0.72% $47 $126 Russell Insurance Funds Multi-Style Equity 0.52% (0.50% + 0.02%) 0.92% 1.34% $53 $195 Aggressive Equity 0.52% (0.50% + 0.02%) 1.25% 1.67% $56 $230 Non-U.S. 0.52% (0.50% + 0.02%) 1.30% 1.72% $57 $235 Real Estate Securities 0.52% (0.50% + 0.02%) 1.15% 1.57% $55 $219 Core Bond 0.52% (0.50% + 0.02%) 0.80% 1.22% $52 $182 - ----------------------------------------------------------------------------------------------------------------------------
*TOTAL ANNUAL INSURANCE CHARGES INCLUDE THE INSURANCE CHARGES OF 0.50% PLUS 0.02% OF THE ASSETS TO REFLECT THE $30 CONTRACT FEE, BASED ON ACTUAL CONTRACT FEES COLLECTED DIVIDED BY AVERAGE ASSETS OF THE SUB-ACCOUNT. THE ACTUAL IMPACT OF THE CONTRACT FEE MAY BE GREATER OR LESS THAN 0.02%, DEPENDING UPON THE VALUE OF YOUR CONTRACT. NOTE: THE MINIMUM INITIAL PURCHASE PAYMENT FOR A FRONT LOAD CONTRACT IS $10,000. THE NUMBERS ABOVE MUST BE MULTIPLIED BY 10 TO FIND THE EXPENSES FOR A FRONT LOAD CONTRACT OF MINIMUM SIZE. PROFILE-ii 6 NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance MUTUAL LIFE Company NML Variable Annuity Account A [LETTERHEAD] BACK LOAD CONTRACT
ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS Total EXAMPLES: ** Total Annual Annual Total Total Annual Charges At End of Insurance Charges Portfolio Annual Portfolio Charges Expenses 1 Year 10 Years - ---------------------------------------------------------------------------------------------------------------------------- Northwestern Mutual Series Fund, Inc. Small Cap Growth Stock 1.51% (1.25% + 0.26%) 1.00% 2.51% $105 $285 Aggressive Growth Stock 1.51% (1.25% + 0.26%) 0.51% 2.02% $101 $236 International Equity 1.51% (1.25% + 0.26%) 0.74% 2.25% $103 $259 Index 400 Stock 1.51% (1.25% + 0.26%) 0.35% 1.86% $96 $216 Growth Stock 1.51% (1.25% + 0.26%) 0.43% 1.94% $100 $227 Growth and Income Stock 1.51% (1.25% + 0.26%) 0.57% 2.08% $101 $242 Index 500 Stock 1.51% (1.25% + 0.26%) 0.20% 1.71% $97 $203 Balanced 1.51% (1.25% + 0.26%) 0.30% 1.81% $98 $213 High Yield Bond 1.51% (1.25% + 0.26%) 0.50% 2.01% $100 $234 Select Bond 1.51% (1.25% + 0.26%) 0.30% 1.81% $98 $213 Money Market 1.51% (1.25% + 0.26%) 0.30% 1.81% $98 $213 Russell Insurance Funds Multi-Style Equity 1.51% (1.25% + 0.26%) 0.92% 2.43% $105 $277 Aggressive Equity 1.51% (1.25% + 0.26%) 1.25% 2.76% $108 $310 Non-U.S. 1.51% (1.25% + 0.26%) 1.30% 2.81% $108 $314 Real Estate Securities 1.51% (1.25% + 0.26%) 1.15% 2.66% $107 $300 Core Bond 1.51% (1.25% + 0.26%) 0.80% 2.31% $103 $265 - ----------------------------------------------------------------------------------------------------------------------------
**TOTAL ANNUAL INSURANCE CHARGES INCLUDE THE INSURANCE CHARGES OF 1.25% PLUS 0.26% OF THE ASSETS TO REFLECT THE $30 CONTRACT FEE, BASED ON ACTUAL CONTRACT FEES COLLECTED DIVIDED BY AVERAGE ASSETS OF THE SUB-ACCOUNT. THE ACTUAL IMPACT OF THE CONTRACT FEE MAY BE GREATER OR LESS THAN 0.26%, DEPENDING UPON THE VALUE OF YOUR CONTRACT. 6. TAXES As a general rule, earnings on your Contract are not taxed until they are withdrawn or taken as monthly annuity payments. A 10% federal tax penalty may apply if you make withdrawals from the Contract before the employee reaches age 59 1/2. 7. ACCESS TO YOUR MONEY You may take money out of your Contract at any time before monthly annuity payments begin. For the Front Load Contract there is no charge for withdrawals. For the Back Load Contract there is a withdrawal charge of 6% or less, depending on how much money has been paid into the Contract and how long it has been held there. Each purchase payment has its own withdrawal charge period. When you make a withdrawal, we use the amounts that produce the lowest withdrawal charge. After the first year, 10% of the Contract value on the prior anniversary may be withdrawn without a withdrawal charge if the Contract value is at least $10,000. For both Front Load and Back Load Contracts, you may also have to pay income tax and a tax penalty on amounts you take out. 8. PERFORMANCE The value of your Contract will vary up or down reflecting the performance of the investment portfolios you select. The chart below shows total returns for each of the investment portfolios that was in operation, and used with the Account, during the years shown. These numbers, for the Front Load Contract and the Back Load Contract, reflect the asset-based charges for mortality and expense risks, the annual Contract fees and investment expenses for each portfolio. The numbers include the annual Contract fee in the amount of 0.02% for the Front Load Contract and 0.26% for the Back Load Contract. The numbers do not reflect deductions from purchase payments for the Front Load Contract or any withdrawal charge for the Back Load Contract. Those charges, if applied, would reduce the performance. Past performance does not guarantee future results. PROFILE - iii 7 NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance MUTUAL LIFE Company NML Variable Annuity Account A [LETTERHEAD] PERFORMANCE
- ---------------------------------------------------------------------------------------------------------------------------- FRONT LOAD CONTRACT CALENDAR YEAR PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 - ---------------------------------------------------------------------------------------------------------------------------- Northwestern Mutual Series Fund, Inc. Small Cap Growth Stock* 85.61 NA NA NA NA NA NA NA NA NA Aggressive Growth Stock 43.18 7.10 13.39 17.20 38.71 4.96 18.61 5.50 55.07 NA International Equity 22.38 4.38 11.81 20.50 14.09 -0.52 NA NA NA NA Index 400 Stock* 12.53 NA NA NA NA NA NA NA NA NA Growth Stock 21.98 26.16 29.31 20.40 30.27 NA NA NA NA NA Growth and Income Stock 7.03 22.62 29.48 19.46 30.57 NA NA NA NA NA Index 500 Stock 20.40 28.18 32.64 22.23 36.68 0.77 9.31 6.81 29.02 NA Balanced 10.73 18.38 21.01 12.97 25.86 -0.44 9.12 4.88 23.42 0.62 High Yield Bond -0.88 -2.26 15.36 19.26 16.29 NA NA NA NA NA Select Bond -1.44 6.62 9.00 2.88 18.60 -3.24 9.87 6.54 16.39 7.87 Money Market 4.66 4.98 5.03 4.84 5.38 3.62 2.42 2.91 5.25 7.58 Russell Insurance Funds Multi-Style Equity* 7.31 NA NA NA NA NA NA NA NA NA Aggressive Equity* 10.62 NA NA NA NA NA NA NA NA NA Non-U.S.* 25.01 NA NA NA NA NA NA NA NA NA Real Estate Securities* -7.51 NA NA NA NA NA NA NA NA NA Core Bond* -1.13 NA NA NA NA NA NA NA NA NA - ----------------------------------------------------------------------------------------------------------------------------
BACK LOAD CONTRACT CALENDAR YEAR PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 - ---------------------------------------------------------------------------------------------------------------------------- Northwestern Mutual Series Fund, Inc. Small Cap Growth Stock* 84.56 NA NA NA NA NA NA NA NA NA Aggressive Growth Stock 41.63 5.95 12.16 15.93 37.21 3.83 17.33 4.36 53.66 NA International Equity 21.06 3.25 10.60 19.19 12.86 -1.59 NA NA NA NA Index 400 Stock* 11.89 NA NA NA NA NA NA NA NA NA Growth Stock 20.66 24.79 27.91 19.09 28.87 NA NA NA NA NA Growth and Income Stock 5.87 21.29 28.08 18.16 29.16 NA NA NA NA NA Index 500 Stock 19.10 26.80 31.21 20.90 35.20 -0.32 8.13 5.65 27.61 NA Balanced 9.54 17.10 19.70 11.74 24.50 -1.51 7.94 3.74 22.08 -0.49 High Yield Bond -1.95 -3.31 14.12 17.97 15.03 NA NA NA NA NA Select Bond -2.50 5.47 7.83 1.76 17.32 -4.29 8.68 5.38 15.13 6.70 Money Market 3.53 3.85 3.89 3.70 4.24 2.50 1.31 1.79 4.11 6.41 Russell Insurance Funds Multi-Style Equity* 6.70 NA NA NA NA NA NA NA NA NA Aggressive Equity* 9.99 NA NA NA NA NA NA NA NA NA Non-U.S.* 24.30 NA NA NA NA NA NA NA NA NA Real Estate Securities* -8.03 NA NA NA NA NA NA NA NA NA Core Bond* -1.69 NA NA NA NA NA NA NA NA NA - ----------------------------------------------------------------------------------------------------------------------------
*FROM COMMENCEMENT OF OPERATIONS ON APRIL 30, 1999 THROUGH DECEMBER 31, 1999. 9. DEATH BENEFIT If you die before age 75, and before monthly annuity payments begin, your beneficiary will receive a death benefit. The amount will be the value of your Contract or, if greater, the amount you have paid in. We offer an enhanced death benefit at extra cost. We increase the enhanced death benefit on each Contract anniversary, up to age 80, if the Contract value has increased. The death benefit may be adjusted, of course, for any withdrawals you have made. The death benefit will be paid as a lump sum or your beneficiary may select a monthly annuity payment plan, or the Contract may be continued in force with a contingent annuitant. PROFILE - iv 8 NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance MUTUAL LIFE Company NML Variable Annuity Account A [LETTERHEAD] 10. OTHER INFORMATION FREE LOOK. If you return the Contract within ten days after you receive it (or whatever period is required in your state), we will send your money back. There is no charge for our expenses but the amount you receive may be more or less than what you paid, based on actual investment experience following the date we received your purchase payment. AVOID PROBATE. In most cases, when you die, your beneficiary will receive the full death benefit of your Contract without going through probate. AUTOMATIC DOLLAR-COST AVERAGING. With our Dollar-Cost Averaging Plan, you can arrange to have a regular amount of money ($100 minimum) automatically transferred from the Money Market Portfolio into the portfolio or portfolios you have chosen on a monthly or quarterly basis. ELECTRONIC FUNDS TRANSFER (EFT). Another convenient way to invest using the dollar-cost averaging approach is through our EFT Plan. These automatic checkbook withdrawals allow you to add to your portfolio(s) on a regular monthly basis through payments drawn directly on your checking account. SYSTEMATIC WITHDRAWAL PLAN. You can arrange to have regular amounts of money sent to you while your Contract is still in the accumulation phase. Our Systematic Withdrawal Plan allows you to automatically redeem accumulation units to generate monthly payments. Of course you may have to pay taxes on amounts you receive. AUTOMATIC REQUIRED MINIMUM DISTRIBUTIONS. You can arrange for annual required minimum distributions to be sent to you automatically once you turn age 70 1/2. DIVIDENDS. We are paying dividends on approximately 18% of our inforce variable annuity contracts in 1999, primarily older, larger contracts. The dividends arise principally as a result of more favorable expense results than assumed in determining deductions on these contracts. PORTFOLIO REBALANCING. To help you maintain your asset allocation plan over time we offer a rebalancing service. This will automatically readjust your current investment option allocations, on a periodic basis, back to the allocation percentages you have selected. INTEREST SWEEPS. If you select this service we will automatically sweep or transfer interest from the Guaranteed Interest Fund to any combination of variable investment options. Interest earnings can be swept monthly, quarterly, semi-annually or annually. NML EXPRESS. 1-800-519-4NML (1-800-519-4665). Get up-to-date information about your contract at your convenience with your contract number and your Personal Identification Number (PIN). Call toll-free to review contract values and unit values, transfer among portfolios, change the allocation and obtain fund performance information. INTERNET. For information about Northwestern Mutual Life, visit us on our Website. Included are daily unit values, fund performance information and access to current values for Contracts you own. WWW.NORTHWESTERNMUTUAL.COM 11. INQUIRIES If you need more information, please contact us at: THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, 720 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202; (414) 271-1444. PROFILE-v 9 P R O S P E C T U S NML VARIABLE ANNUITY ACCOUNT A This prospectus describes individual variable annuity contracts (the "Contracts") offered by The Northwestern Mutual Life Insurance Company ("Northwestern Mutual Life") to provide retirement annuity benefits for self-employed individuals (and their eligible employees) who adopt plans meeting the requirements of Sections 401 or 403(a) of the Internal Revenue Code of 1986, as amended. These plans, popularly called HR-10 Plans, afford certain federal income tax benefits to employers and to employees and their beneficiaries. We use NML Variable Annuity Account A (the "Account") to keep the money you invest separate from our general assets. The money in the Account is invested in the eleven portfolios of Northwestern Mutual Series Fund, Inc. and the five Russell Insurance Funds. You select the Portfolios or Funds in which you want to invest. The Account has 16 Divisions that correspond to the 11 Portfolios and 5 Funds in which you may invest. The Contracts also permit you to invest on a fixed basis, at rates that we determine. This prospectus describes only the Account and the variable provisions of the Contracts except where there are specific references to the fixed provisions. We offer two versions of the Contracts: Front Load Contracts and Back Load Contracts. See the Expense table on page 3 and the Deductions section, beginning on page 18. This prospectus is a concise description of the information you should know before you buy a Contract. We have filed additional information about the Contracts with the Securities and Exchange Commission in a Statement of Additional Information. We incorporate the Statement of Additional Information into this prospectus by reference. We will send you the Statement of Additional Information without charge if you write to The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin, 53202, or call us at Telephone Number (414) 271-1444. You will find the table of contents for the Statement of Additional Information following page 21 of this prospectus. This prospectus is valid only when accompanied by the current prospectuses for Northwestern Mutual Series Fund, Inc. and Russell Insurance Funds which are attached to this prospectus. You should retain this prospectus for future reference. The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus and the Statement of Additional Information is March 31, 2000. 1 10 CONTENTS FOR THIS PROSPECTUS PAGE ---- PROSPECTUS......................................1 NML Variable Annuity Account A..............1 INDEX OF SPECIAL TERMS..........................3 EXPENSE TABLE...................................3 ACCUMULATION UNIT VALUES........................6 THE COMPANY....................................11 NML VARIABLE ANNUITY ACCOUNT A...................................11 THE FUNDS......................................11 THE CONTRACTS..................................12 Purchase Payments Under the Contracts......12 Amount and Frequency.....................12 Application of Purchase Payments.........12 Net Investment Factor......................13 Benefits Provided Under the Contracts......13 Withdrawal Amount........................13 Death Benefit............................13 Maturity Benefit.........................14 Variable Payment Plans.....................14 Description of Payment Plans.............14 Amount of Annuity Payments...............14 Assumed Investment Rate..................14 Additional Information.....................15 Transfers Between Divisions and Payment Plans..........................15 Gender-Based Annuity Payment Rates.......15 Owners of the Contracts..................15 Deferment of Benefit Payments............15 Dividends................................15 Substitution and Change..................16 Fixed Annuity Payment Plans..............16 Financial Statements.....................16 THE GUARANTEED INTEREST FUND...................16 FEDERAL INCOME TAXES...........................17 Contribution Limits........................17 Taxation of Contract Benefits..............17 Minimum Distribution Requirements..........17 Taxation of Northwestern Mutual Life.......18 DEDUCTIONS.....................................18 Sales Load.................................18 Mortality Rate and Expense Risk Charges....18 Contract Fee...............................19 Withdrawal Charge..........................19 Enhanced Death Benefit Charge..............19 Premium Taxes..............................19 Expenses for the Portfolios and Funds......19 Contracts Issued Prior to March 31, 2000...20 Contracts Issued Prior to March 31, 1995...20 Contracts Issued Prior to December 17, 1981........................20 Dividends for Contracts Issued Prior to March 31, 2000...........................20 Reduced Charges for Exchange Transactions.............................20 DISTRIBUTION OF THE CONTRACTS..................21 THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION APPEARS ON THE PAGE FOLLOWING PAGE 21 OF THIS PROSPECTUS. 2 11 INDEX OF SPECIAL TERMS The following special terms used in this prospectus are discussed at the pages indicated.
TERM PAGE TERM PAGE - ---- ---- ---- ---- ACCUMULATION UNIT...................................12 ANNUITANT.........................................15 ANNUITY (or ANNUITY PAYMENTS).......................14 MATURITY DATE.....................................14 NET INVESTMENT FACTOR...............................13 OWNER.............................................15 PAYMENT PLANS.......................................14 WITHDRAWAL AMOUNT.................................13 - ---------------------------------------------------------------------------------------------------------------
EXPENSE TABLE
FRONT LOAD CONTRACT ANNUAL EXPENSES OF THE ACCOUNT TRANSACTION EXPENSES FOR CONTRACTOWNERS (AS A PERCENTAGE OF ASSETS) - --------------------------------------- ---------------------------- Maximum Sales Load (as a percentage Mortality and Expense Risk Fees................0.50% of purchase payments)..........................4.5% Other Expenses.................................None ---- Withdrawal Charge..............................None Total Separate Account Annual Expenses.........0.50% ANNUAL CONTRACT FEE ------------------- $30; waived if the Contract Value equals or exceeds $25,000 - ---------------------------------------------------------------------------------------------------------------
BACK LOAD CONTRACT ANNUAL EXPENSES OF THE ACCOUNT TRANSACTION EXPENSES FOR CONTRACTOWNERS (AS A PERCENTAGE OF ASSETS) - --------------------------------------- ---------------------------- Sales Load (as a percentage of purchase Mortality and Expense Risk Fees................1.25% payments)......................................None Other Expenses.................................None ---- Withdrawal Charge for Sales Expenses Total Separate Account Annual Expenses.........1.25% (as a percentage of amounts paid)..............0%-6% ANNUAL CONTRACT FEE ------------------- $30; waived if the Contract Value equals or exceeds $25,000
ANNUAL EXPENSES OF THE PORTFOLIOS AND FUNDS (AS A PERCENTAGE OF THE ASSETS)
TOTAL ANNUAL EXPENSES MANAGEMENT FEES OTHER (AFTER EXPENSE (AFTER FEE WAIVER) EXPENSES REIMBURSEMENT) ------------------ -------- -------------- Northwestern Mutual Series Fund, Inc. - ------------------------------------- Small Cap Growth Stock 0.79% 0.21% 1.00% Aggressive Growth Stock 0.51% 0.00% 0.51% International Equity 0.67% 0.07% 0.74% Index 400 Stock 0.25% 0.10% 0.35% Growth Stock 0.43% 0.00% 0.43% Growth and Income Stock 0.57% 0.00% 0.57% Index 500 Stock 0.20% 0.00% 0.20% Balanced 0.30% 0.00% 0.30% High Yield Bond 0.49% 0.01% 0.50% Select Bond 0.30% 0.00% 0.30% Money Market 0.30% 0.00% 0.30% Russell Insurance Funds* - ------------------------ Multi-Style Equity 0.49% 0.43% 0.92% Aggressive Equity 0.53% 0.72% 1.25% Non-U.S. 0.00% 1.30% 1.30% Real Estate Securities 0.85% 0.30% 1.15% Core Bond 0.12% 0.68% 0.80% - -------------------------------------
* For the Russell Insurance Funds, the adviser has voluntarily agreed to waive a portion of the management fee, up to the full amount of the fee, equal to the amount by which the Fund's total operating expenses exceed the amounts shown above under "Total Annual Expenses (After Expense Reimbursement)". The adviser has also agreed to reimburse the Fund for all remaining expenses after fee waivers which exceed the amounts shown above under that heading. Absent the fee waiver and expense reimbursement, the management fees and total annual expenses would be 0.78% and 0.93% for the Multi-Style Equity Fund; 0.95% and 1.34% for the Aggressive Equity Fund; 0.95% and 1.50% for the Non-U.S. Fund; 0.85% and 1.15% for the Real Estate Securities Fund; and 0.60% and 0.85% for the Core Bond Fund. 3 12 EXAMPLE FRONT LOAD CONTRACT - You would pay the following expenses on each $1,000 investment, assuming 5% annual return:
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- Northwestern Mutual Series Fund, Inc. - ------------------------------------- Small Cap Growth Stock $54 $83 $115 $203 Aggressive Growth Stock $49 $68 $ 89 $150 International Equity $51 $75 $101 $175 Index 400 Stock $48 $64 $ 81 $132 Growth Stock $48 $66 $ 85 $141 Growth and Income Stock $50 $70 $ 93 $157 Index 500 Stock $46 $59 $ 73 $114 Balanced $47 $62 $ 78 $126 High Yield Bond $49 $68 $ 89 $149 Select Bond $47 $62 $ 78 $126 Money Market $47 $62 $ 78 $126 Russell Insurance Funds - ----------------------- Multi-Style Equity $53 $81 $111 $195 Aggressive Equity $56 $91 $127 $230 Non-U.S. $57 $92 $130 $235 Real Estate Securities $55 $88 $122 $219 Core Bond $52 $77 $104 $182
NOTE: THE MINIMUM INITIAL PURCHASE PAYMENT FOR A FRONT-LOAD CONTRACT IS $10,000. YOU MUST MULTIPLY THE NUMBERS ABOVE BY 10 TO FIND THE EXPENSES FOR A FRONT-LOAD CONTRACT OF MINIMUM SIZE. EXAMPLE BACK LOAD CONTRACT - You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return and (2) surrender just prior to the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- Northwestern Mutual Series Fund, Inc. - ------------------------------------- Small Cap Growth Stock $105 $138 $174 $285 Aggressive Growth Stock $101 $124 $149 $236 International Equity $103 $131 $161 $259 Index 400 Stock $ 96 $116 $138 $216 Growth Stock $100 $121 $145 $227 Growth and Income Stock $101 $125 $152 $242 Index 500 Stock $ 97 $114 $133 $203 Balanced $ 98 $117 $138 $213 High Yield Bond $100 $123 $149 $234 Select Bond $ 98 $117 $138 $213 Money Market $ 98 $117 $138 $213 Russell Insurance Funds - ----------------------- Multi-Style Equity $105 $136 $170 $277 Aggressive Equity $108 $146 $186 $310 Non-U.S. $108 $147 $189 $314 Real Estate Securities $107 $143 $181 $300 Core Bond $103 $132 $164 $265
4 13 You would pay the following expenses on the same $1,000 investment, assuming no surrender or annuitization:
1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- Northwestern Mutual Series Fund, Inc. Small Cap Growth Stock $25 $78 $134 $285 Aggressive Growth Stock $21 $64 $109 $236 International Equity $23 $71 $121 $259 Index 400 Stock $16 $56 $ 98 $216 Growth Stock $20 $61 $105 $227 Growth and Income Stock $21 $65 $112 $242 Index 500 Stock $17 $54 $ 93 $203 Balanced $18 $57 $ 98 $213 High Yield Bond $20 $63 $109 $234 Select Bond $18 $57 $ 98 $213 Money Market $18 $57 $ 98 $213 Russell Insurance Funds Multi-Style Equity $25 $76 $130 $277 Aggressive Equity $28 $86 $146 $310 Non-U.S. $28 $87 $149 $314 Real Estate Securities $27 $83 $141 $300 Core Bond $23 $72 $124 $265
The purpose of the table above is to assist a Contract Owner in understanding the expenses paid by the Account and the Portfolios and Funds and borne by investors in the Contracts. The sales load for a Front Load Contract depends on the amount of cumulative purchase payments. For the Back Load Contract the mortality and expense risk charge and the withdrawal charge depend on the length of time funds have been held under the Contract and the amounts held. The table shows the maximum charges. The $30 annual Contract fee is reflected as 0.02% for the Front Load Contract and 0.26% for the Back Load Contract based on the annual Contract fees collected divided by the average assets of the Division. The Contracts provide for charges for transfers between the Divisions of the Account and for premium taxes, but we are not currently making such charges. See "Transfers Between Divisions and Payment Plans", p. 15 and "Deductions", p. 18, for additional information about expenses for the Contracts. The expenses shown in the table for the Portfolios and Funds show the annual expenses for each, as a percentage of their average net assets, based on 1999 operations for the Portfolios and their predecessors and the Funds. Expenses for each of the Russell Insurance Funds reflect fee waivers and expense reimbursements that the Funds' adviser has voluntarily agreed to make for the year 2000. These may be changed at any time without notice. Absent the fee waivers and expense reimbursements the expenses would be higher. See the disclosure at the bottom of page 3. For additional information about expenses of the Portfolios and Funds, see the prospectuses for Northwestern Mutual Series Fund, Inc. and the Russell Insurance Funds attached to this prospectus. The example should not be considered a representation of past or future expenses. Actual expenses may be greater or less than those shown, subject to the guarantees of the Contracts. The tables on the following pages present the accumulation unit values for Contracts issued prior to the date of this prospectus. The Contracts issued prior to the date of this prospectus are different in certain material respects from Contracts offered currently. The values shown below for Back Load Contracts issued on or after December 17, 1981 and prior to March 31, 2000 are calculated on the same basis as those for the Class B Accumulation Units for the Back Load Contracts described in this prospectus. 5 14 ACCUMULATION UNIT VALUES CONTRACTS ISSUED ON OR AFTER MARCH 31, 1995 AND PRIOR TO MARCH 31, 2000 NORTHWESTERN MUTUAL SERIES FUND, INC.
FOR YEARS ENDED DECEMBER 31 FOR THE NINE ------------------------------------------------------- MONTHS ENDED 1999 1998 1997 1996 DEC. 31, 1995 ---------- --------- ---------- ---------- ------------- SMALL CAP GROWTH STOCK DIVISION Front Load Version Beginning of Period* $ 1.000 -- -- -- -- End of Period $ 1.856 -- -- -- -- Back Load Version Beginning of Period* $ 1.000 -- -- -- -- End of Period $ 1.846 -- -- -- -- Number of Units Outstanding, End of Period Front Load 149,996 -- -- -- -- Back Load 481,140 -- -- -- -- AGGRESSIVE GROWTH STOCK DIVISION Front Load Version Beginning of Period $ 1.859 $ 1.735 $ 1.530 $ 1.305 $ 1.000 End of Period $ 2.662 $ 1.859 $ 1.735 $ 1.530 $ 1.305 Back Load Version Beginning of Period $ 3.808 $ 3.585 $ 3.188 $ 2.743 $ 2.115 End of Period $ 5.408 $ 3.808 $ 3.585 $ 3.188 $ 2.743 Number of Units Outstanding, End of Period Front Load 1,185,824 1,195,051 832,513 568,732 255,895 Back Load 3,585,337 3,703,653 2,962,218 1,734,023 407,729 INTERNATIONAL EQUITY DIVISION Front Load Version Beginning of Period $ 1.605 $ 1.537 $ 1.374 $ 1.140 $ 1.000 End of Period $ 1.964 $ 1.605 $ 1.537 $ 1.374 $ 1.140 Back Load Version Beginning of Period $ 1.893 $ 1.829 $ 1.649 $ 1.380 $ 1.218 End of Period $ 2.298 $ 1.893 $ 1.829 $ 1.649 $ 1.380 Number of Units Outstanding, End of Period Front Load 727,940 669,024 575,775 286,469 32,573 Back Load 3,063,127 3,028,502 2,488,184 1,281,128 374,986 INDEX 400 STOCK DIVISION Front Load Version Beginning of Period* $ 1.000 -- -- -- -- End of Period $ 1.125 -- -- -- -- Back Load Version Beginning of Period* $ 1.000 -- -- -- -- End of Period $ 1.119 -- -- -- -- Number of Units Outstanding, End of Period Front Load 162,971 -- -- -- -- Back Load 388,194 -- -- -- -- GROWTH STOCK DIVISION Front Load Version Beginning of Period $ 2.375 $ 1.883 $ 1.456 $ 1.209 $ 1.000 End of Period $ 2.898 $ 2.375 $ 1.883 $ 1.456 $ 1.209 Back Load Version Beginning of Period $ 2.491 $ 1.991 $ 1.552 $ 1.300 $ 1.082 End of Period $ 3.013 $ 2.491 $ 1.991 $ 1.552 $ 1.300 Number of Units Outstanding, End of Period Front Load 613,097 447,934 422,029 257,158 103,292 Back Load 3,381,484 2,761,432 1,870,296 922,390 227,218 GROWTH AND INCOME STOCK DIVISION Front Load Version Beginning of Period $ 2.271 $ 1.852 $ 1.430 $ 1.197 $ 1.000 End of Period $ 2.431 $ 2.271 $ 1.852 $ 1.430 $ 1.197 Back Load Version Beginning of Period $ 2.382 $ 1.959 $ 1.525 $ 1.287 $ 1.083 End of Period $ 2.528 $ 2.382 $ 1.959 $ 1.525 $ 1.287 Number of Units Outstanding, End of Period Front Load 757,434 736,836 540,977 208,323 114,414 Back Load 3,306,924 3,046,517 1,940,827 1,215,721 310,321 FOR YEARS ENDED DECEMBER 31 FOR THE NINE ------------------------------------------------------- MONTHS ENDED 1999 1998 1997 1996 DEC. 31, 1995 ---------- --------- ---------- ---------- ------------- INDEX 500 STOCK DIVISION Front Load Version Beginning of Period $ 2.597 $ 2.026 $ 1.527 $ 1.249 $ 1.000 End of Period $ 3.128 $ 2.597 $ 2.026 $ 1.527 $ 1.249 Back Load Version Beginning of Period $ 4.037 $ 3.175 $ 2.414 $ 1.991 $ 1.604 End of Period $ 4.820 $ 4.037 $ 3.175 $ 2.414 $ 1.991 Number of Units Outstanding, End of Period Front Load 1,247,611 1,057,935 690,248 454,096 278,235 Back Load 5,417,756 4,504,322 3,279,176 1,970,961 471,752 BALANCED DIVISION Front Load Version Beginning of Period $ 1.912 $ 1.615 $ 1.334 $ 1.181 $ 1.000 End of Period $ 2.118 $ 1.912 $ 1.615 $ 1.334 $ 1.181 Back Load Version Beginning of Period $ 6.771 $ 5.768 $ 4.806 $ 4.290 $ 3.655 End of Period $ 7.436 $ 6.771 $ 5.768 $ 4.806 $ 4.290 Number of Units Outstanding, End of Period Front Load 1,800,477 1,768,955 1,296,330 786,271 164,302 Back Load 2,897,246 2,565,265 2,109,606 1,347,427 372,457 HIGH YIELD BOND DIVISION Front Load Version Beginning of Period $ 1.496 $ 1.530 $ 1.326 $ 1.112 $ 1.000 End of Period $ 1.483 $ 1.496 $ 1.530 $ 1.326 $ 1.112 Back Load Version Beginning of Period $ 1.546 $ 1.595 $ 1.394 $ 1.178 $ 1.067 End of Period $ 1.520 $ 1.546 $ 1.595 $ 1.394 $ 1.178 Number of Units Outstanding, End of Period Front Load 380,690 400,132 95,718 55,625 -- Back Load 1,174,446 1,400,604 967,118 572,121 138,470 SELECT BOND DIVISION Front Load Version Beginning of Period $ 1.350 $ 1.266 $ 1.161 $ 1.129 $ 1.000 End of Period $ 1.331 $ 1.350 $ 1.266 $ 1.161 $ 1.129 Back Load Version Beginning of Period $ 7.088 $ 6.703 $ 6.201 $ 6.078 $ 5.419 End of Period $ 6.929 $ 7.088 $ 6.703 $ 6.201 $ 6.078 Number of Units Outstanding, End of Period Front Load 214,565 159,609 72,941 38,713 26,732 Back Load 364,139 368,314 271,027 182,907 50,828 MONEY MARKET DIVISION Front Load Version Beginning of Period $ 1.203 $ 1.146 $ 1.091 $ 1.040 $ 1.000 End of Period $ 1.259 $ 1.203 $ 1.146 $ 1.091 $ 1.040 Back Load Version Beginning of Period $ 2.431 $ 2.335 $ 2.241 $ 2.156 $ 2.086 End of Period $ 2.523 $ 2.431 $ 2.335 $ 2.241 $ 2.156 Number of Units Outstanding, End of Period Front Load 1,980,615 1,564,597 1,439,686 1,843,605 327,441 Back Load 1,892,502 1,515,128 1,081,227 1,123,081 379,473
* The initial investments in the Small Cap Growth Stock Division and Index 400 Stock Division were made on April 30, 1999. **The initial investment was made on April 30, 1999. 6 15 ACCUMULATION UNIT VALUES (CONTINUED) RUSSELL INSURANCE FUNDS
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED -------------------------- -------------------------- DECEMBER 31 DECEMBER 31 ----------- ----------- 1999 1999 ---- ---- MULTI-STYLE EQUITY DIVISION REAL ESTATE SECURITIES DIVISION Front Load Version Front Load Version Beginning of Period* $ 1.000 Beginning of Period* $ 1.000 End of Period $ 1.073 End of Period $ .925 Back Load Version Back Load Version Beginning of Period* $ 1.000 Beginning of Period* $ 1.000 End of Period $ 1.067 End of Period $ .920 Number of Units Number of Units Outstanding, End of Period Outstanding, End of Period Front Load 321,514 Front Load 19,288 Back Load 535,268 Back Load 88,176 AGGRESSIVE EQUITY DIVISION CORE BOND DIVISION Front Load Version Front Load Version Beginning of Period* $ 1.000 Beginning of Period* $ 1.000 End of Period $ 1.106 End of Period $ .989 Back Load Version Back Load Version Beginning of Period* $ 1.000 Beginning of Period* $ 1.000 End of Period $ 1.100 End of Period $ .983 Number of Units Number of Units Outstanding, End of Period Outstanding, End of Period Front Load 87,678 Front Load 26,817 Back Load 182,385 Back Load 93,910 NON-U.S. DIVISION Front Load Version Beginning of Period* $ 1.000 End of Period $ 1.250 Back Load Version Beginning of Period* $ 1.000 End of Period $ 1.243 Number of Units Outstanding, End of Period Front Load 81,105 Back Load 205,407
*The initial investment was made on April 30, 1999. 7 16 ACCUMULATION UNIT VALUES CONTRACTS ISSUED AFTER DECEMBER 16, 1981 AND PRIOR TO MARCH 31, 1995 NORTHWESTERN MUTUAL SERIES FUND, INC.
FOR THE YEARS ENDED DECEMBER 31 --------------------------------------------------------------------------------------------------- 1999 1998 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- SMALL CAP GROWTH STOCK DIVISION Beginning of Period# $ 1.000 -- -- -- -- -- -- End of Period $ 1.846 -- -- -- -- -- -- Number of Units Outstanding, End of Period 1,898,627 -- -- -- -- -- -- AGGRESSIVE GROWTH STOCK DIVISION Beginning of Period* $ 3.808 $ 3.585 $ 3.188 $ 2.743 $ 1.994 $ 1.915 $ 1.628 End of Period $ 5.408 $ 3.808 $ 3.585 $ 3.188 $ 2.743 $ 1.994 $ 1.915 Number of Units Outstanding, End of Period 14,666,263 18,213,135 20,861,309 21,479,837 19,083,707 17,290,856 11,319,698 INTERNATIONAL EQUITY DIVISION Beginning of Period** $ 1.893 $ 1.829 $ 1.649 $ 1.380 $ 1.220 $ 1.236 $ 1.000 End of Period $ 2.298 $ 1.893 $ 1.829 $ 1.649 $ 1.380 $ 1.220 $ 1.236 Number of Units Outstanding, End of Period 15,307,814 19,261,448 22,910,908 22,132,206 21,338,267 21,538,113 8,548,091 INDEX 400 STOCK DIVISION Beginning of Period# $ 1.000 -- -- -- -- -- -- End of Period $ 1.119 -- -- -- -- -- -- Number of Units Outstanding, End of Period 1,241,398 -- -- -- -- -- -- GROWTH STOCK DIVISION Beginning of Period+ $ 2.491 $ 1.991 $ 1.552 $ 1.300 $ 1.006 $ 1.000 -- End of Period $ 3.013 $ 2.491 $ 1.991 $ 1.552 $ 1.300 $ 1.006 -- Number of Units Outstanding, End of Period 8,576,102 7,215,894 6,045,075 4,845,965 2,970,905 1,311,686 -- GROWTH AND INCOME STOCK DIVISION Beginning of Period+ $ 2.382 $ 1.959 $ 1.525 $ 1.287 $ 0.994 $ 1.000 -- End of Period $ 2.528 $ 2.382 $ 1.959 $ 1.525 $ 1.287 $ 0.994 -- Number of Units Outstanding, End of Period 9,502,862 10,866,893 8,963,724 7,054,484 5,605,215 3,129,287 -- INDEX 500 STOCK DIVISION Beginning of Period* $ 4.037 $ 3.175 $ 2.414 $ 1.991 $ 1.469 $ 1.470 $ 1.356 End of Period $ 4.820 $ 4.037 $ 3.175 $ 2.414 $ 1.991 $ 1.469 $ 1.470 Number of Units Outstanding, End of Period 20,900,522 21,467,931 21,531,879 20,092,060 18,961,291 17,624,809 16,051,619 BALANCED DIVISION Beginning of Period $ 6.771 $ 5.768 $ 4.806 $ 4.290 $ 3.436 $ 3.480 $ 3.216 End of Period $ 7.436 $ 6.771 $ 5.768 $ 4.806 $ 4.290 $ 3.436 $ 3.480 Number of Units Outstanding, End of Period 35,440,432 40,487,926 44,638,127 48,457,793 52,575,295 59,200,252 63,940,609 HIGH YIELD BOND DIVISION Beginning of Period+ $ 1.546 $ 1.595 $ 1.394 $ 1.178 $ 1.022 $ 1.000 -- End of Period $ 1.520 $ 1.546 $ 1.595 $ 1.394 $ 1.178 $ 1.022 -- Number of Units Outstanding, End of Period 2,904,325 3,974,656 3,770,055 2,456,295 1,609,770 1,215,989 -- SELECT BOND DIVISION Beginning of Period $ 7.088 $ 6.703 $ 6.201 $ 6.078 $ 5.167 $ 5.384 $ 4.941 End of Period $ 6.929 $ 7.088 $ 6.703 $ 6.201 $ 6.078 $ 5.167 $ 5.384 Number of Units Outstanding, End of Period 1,914,749 2,171,879 2,252,704 2,691,481 2,778,441 2,923,557 2,937,137 MONEY MARKET DIVISION Beginning of Period $ 2.431 $ 2.335 $ 2.241 $ 2.156 $ 2.063 $ 2.007 $ 1.976 End of Period $ 2.523 $ 2.431 $ 2.335 $ 2.241 $ 2.156 $ 2.063 $ 2.007 Number of Units Outstanding, End of Period 7,329,873 6,699,739 6,270,333 7,029,739 7,896,022 8,608,326 7,614,186 FOR THE YEARS ENDED DECEMBER 31 --------------------------------------- 1992 1991 1990 ---- ---- ---- SMALL CAP GROWTH STOCK DIVISION Beginning of Period# -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- AGGRESSIVE GROWTH STOCK DIVISION Beginning of Period* $ 1.556 $ 1.010 $ 1.000 End of Period $ 1.628 $ 1.556 $ 1.010 Number of Units Outstanding, End of Period 7,939,571 3,208,965 81,406 INTERNATIONAL EQUITY DIVISION Beginning of Period** -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- INDEX 400 STOCK DIVISION Beginning of Period# -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- GROWTH STOCK DIVISION Beginning of Period+ -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- GROWTH AND INCOME STOCK DIVISION Beginning of Period+ -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- INDEX 500 STOCK DIVISION Beginning of Period* $ 1.280 $ 1.000 $ 1.000 End of Period $ 1.356 $ 1.280 $ 1.000 Number of Units Outstanding, End of Period 4,774,008 2,593,051 30,451 BALANCED DIVISION Beginning of Period $ 3.092 $ 2.526 $ 2.531 End of Period $ 3.216 $ 3.092 $ 2.526 Number of Units Outstanding, End of Period 62,756,051 59,013,265 8,632,612 HIGH YIELD BOND DIVISION Beginning of Period+ -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- SELECT BOND DIVISION Beginning of Period $ 4.677 $ 4.052 $ 3.787 End of Period $ 4.941 $ 4.677 $ 4.052 Number of Units Outstanding, End of Period 2,667,880 2,087,901 1,970,476 MONEY MARKET DIVISION Beginning of Period $ 1.936 $ 1.855 $ 1.739 End of Period $ 1.976 $ 1.936 $ 1.855 Number of Units Outstanding, End of Period 8,478,941 9,098,558 10,506,714
# The initial investments in the Small Cap Growth Stock Division and Index 400 Stock Division were made on April 30, 1999. * The initial investments in the Aggressive Growth Stock Division and Index 500 Stock Division were made on December 12, 1990. ** The initial investment in the International Equity Division was made on April 30, 1993. + The initial investments in the Growth Stock Division, Growth and Income Stock Division, and High Yield Bond Division were made on May 3, 1994 8 17 ACCUMULATION UNIT VALUES (CONTINUED) RUSSELL INSURANCE FUNDS
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED DECEMBER 31 DECEMBER 31 1999 1999 ---- ---- MULTI-STYLE EQUITY DIVISION REAL ESTATE SECURITIES DIVISION Beginning of Period* $ 1.000 Beginning of Period* $ 1.000 End of Period $ 1.067 End of Period $ .920 Number of Units Number of Units Outstanding, End of Period 1,475,825 Outstanding, End of Period 248,726 AGGRESSIVE EQUITY DIVISION CORE BOND DIVISION Beginning of Period* $ 1.000 Beginning of Period* $ 1.000 End of Period $ 1.100 End of Period $ .983 Number of Units Number of Units Outstanding, End of Period 760,721 Outstanding, End of Period 580,967 NON-U.S. DIVISION Beginning of Period* $ 1.000 End of Period $ 1.243 Number of Units Outstanding, End of Period 813,542
*The initial investment was made on April 30, 1999. 9 18 ACCUMULATION UNIT VALUES CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981 NORTHWESTERN MUTUAL SERIES FUND, INC.
FOR THE YEARS ENDED DECEMBER 31 -------------------------------------------------------------------------------------------------- 1999 1998 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- ---- ---- SMALL CAP GROWTH STOCK DIVISION Beginning of Period# $ 1.000 -- -- -- -- -- -- End of Period $ 1.852 -- -- -- -- -- -- Number of Units Outstanding, End of Period 95,329 -- -- -- -- -- -- AGGRESSIVE GROWTH STOCK DIVISION Beginning of Period* $ 3.965 $ 3.714 $ 3.286 $ 2.813 $ 2.035 $ 1.945 $ 1.645 End of Period $ 5.658 $ 3.965 $ 3.714 $ 3.286 $ 2.813 $ 2.035 $ 1.945 Number of Units Outstanding, End of Period 370,788 479,410 640,838 890,850 861,229 805,409 602,390 INTERNATIONAL EQUITY DIVISION Beginning of Period** $ 1.947 $ 1.872 $ 1.680 $ 1.398 $ 1.230 $ 1.240 $ 1.000 End of Period $ 2.376 $ 1.947 $ 1.872 $ 1.680 $ 1.398 $ 1.230 $ 1.240 Number of Units Outstanding, End of Period 630,123 647,767 1,297,660 1,332,812 1,166,796 1,529,309 912,421 INDEX 400 STOCK DIVISION Beginning of Period# $ 1.000 -- -- -- -- -- -- End of Period $ 1.123 -- -- -- -- -- -- Number of Units Outstanding, End of Period 167,651 -- -- -- -- -- -- GROWTH STOCK DIVISION Beginning of Period+ $ 2.549 $ 2.027 $ 1.573 $ 1.311 $ 1.009 -- -- End of Period $ 3.100 $ 2.549 $ 2.027 $ 1.573 $ 1.311 -- -- Number of Units Outstanding, End of Period 372,659 247,491 327,731 118,168 1,782 -- -- GROWTH AND INCOME STOCK DIVISION Beginning of Period+ $ 2.438 $ 1.995 $ 1.546 $ 1.298 $ 0.997 -- -- End of Period $ 2.601 $ 2.438 $ 1.995 $ 1.546 $ 1.298 -- -- Number of Units Outstanding, End of Period 254,027 310,014 348,188 69,566 9,498 -- -- INDEX 500 STOCK DIVISION Beginning of Period* $ 4.202 $ 3.289 $ 2.488 $ 2.042 $ 1.499 $ 1.492 $ 1.370 End of Period $ 5.043 $ 4.202 $ 3.289 $ 2.488 $ 2.042 $ 1.499 $ 1.492 Number of Units Outstanding, End of Period 6,687,760 7,343,357 8,175,537 9,600,286 10,111,615 10,735,943 12,320,684 BALANCED DIVISION Beginning of Period $ 7.372 $ 6.248 $ 5.180 $ 4.601 $ 3.667 $ 3.695 $ 3.398 End of Period $ 8.137 $ 7.372 $ 6.248 $ 5.180 $ 4.601 $ 3.667 $ 3.695 Number of Units Outstanding, End of Period 2,738,126 3,013,626 3,845,538 4,743,812 5,651,599 6,525,821 7,060,303 HIGH YIELD BOND DIVISION Beginning of Period+ $ 1.582 $ 1.624 $ 1.412 $ 1.188 $ 1.025 -- -- End of Period $ 1.563 $ 1.582 $ 1.624 $ 1.412 $ 1.188 -- -- Number of Units Outstanding, End of Period 77,269 183,181 600,752 428,588 -- -- -- SELECT BOND DIVISION Beginning of Period $ 7.719 $ 7.263 $ 6.685 $ 6.520 $ 5.515 $ 5.719 $ 5.222 End of Period $ 7.583 $ 7.719 $ 7.263 $ 6.685 $ 6.520 $ 5.515 $ 5.719 Number of Units Outstanding, End of Period 715,024 899,839 1,012,083 1,215,131 1,172,420 1,266,751 1,389,667 MONEY MARKET DIVISION Beginning of Period $ 2.646 $ 2.529 $ 2.416 $ 2.312 $ 2.201 $ 2.131 $ 2.088 End of Period $ 2.761 $ 2.646 $ 2.529 $ 2.416 $ 2.312 $ 2.201 $ 2.131 Number of Units Outstanding, End of Period 898,198 1,723,332 893,452 1,103,625 1,264,988 1,020,911 788,050 FOR THE YEARS ENDED DECEMBER 31 ---------------------------------------- 1992 1991 1990 ---- ---- ---- SMALL CAP GROWTH STOCK DIVISION Beginning of Period# -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- AGGRESSIVE GROWTH STOCK DIVISION Beginning of Period* $ 1.564 $ 1.010 $ 1.000 End of Period $ 1.645 $ 1.564 $ 1.010 Number of Units Outstanding, End of Period 459,581 262,149 9,478 INTERNATIONAL EQUITY DIVISION Beginning of Period** -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- INDEX 400 STOCK DIVISION Beginning of Period# -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- GROWTH STOCK DIVISION Beginning of Period+ -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- GROWTH AND INCOME STOCK DIVISION Beginning of Period+ -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- INDEX 500 STOCK DIVISION Beginning of Period* $ 1.287 $ 1.000 $ 1.000 End of Period $ 1.370 $ 1.287 $ 1.000 Number of Units Outstanding, End of Period 242,871 33,349 13,511 BALANCED DIVISION Beginning of Period $ 3.250 $ 2.642 $ 2.635 End of Period $ 3.398 $ 3.250 $ 2.642 Number of Units Outstanding, End of Period 8,324,438 8,795,056 9,637,964 HIGH YIELD BOND DIVISION Beginning of Period+ -- -- -- End of Period -- -- -- Number of Units Outstanding, End of Period -- -- -- SELECT BOND DIVISION Beginning of Period $ 4.918 $ 4.239 $ 3.943 End of Period $ 5.222 $ 4.918 $ 4.239 Number of Units Outstanding, End of Period 1,411,347 1,590,698 1,590,884 MONEY MARKET DIVISION Beginning of Period $ 2.035 $ 1.940 $ 1.810 End of Period $ 2.088 $ 2.035 $ 1.940 Number of Units Outstanding, End of Period 1,231,018 1,393,920 2,143,153
# The initial investments in the Small Cap Growth Stock Division and Index 400 Stock Division were made on April 30, 1999. * The initial investments in the Index 500 Stock Division and Aggressive Growth Stock Division were made on December 12, 1990. ** The initial investment in the International Equity Division was made on April 30, 1993. + The initial investments in the Growth Stock Division, Growth and Income Stock Division, and High Yield Bond Division were made on May 3, 1994. 10 19 ACCUMULATION UNIT VALUES (CONTINUED) RUSSELL INSURANCE FUNDS
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED DECEMBER 31 DECEMBER 31 1999 1999 ---- ---- MULTI-STYLE EQUITY DIVISION REAL ESTATE SECURITIES DIVISION Beginning of Period* $1.000 Beginning of Period* $1.000 End of Period $1.071 End of Period $ .923 Number of Units Number of Units Outstanding, End of Period 7,554 Outstanding, End of Period 4,656 AGGRESSIVE EQUITY DIVISION CORE BOND DIVISION Beginning of Period* $1.000 Beginning of Period* $1.000 End of Period $1.104 End of Period $ .986 Number of Units Number of Units Outstanding, End of Period 7,374 Outstanding, End of Period 2,618 NON-U.S. DIVISION Beginning of Period* $1.000 End of Period $1.247 Number of Units Outstanding, End of Period1 2,237
*The initial investment was made on April 30, 1999. THE COMPANY The Northwestern Mutual Life Insurance Company was organized by a special act of the Wisconsin Legislature in 1857. It is the nation's _______ largest life insurance company, based on total assets in excess of $85 billion on December 31, 1999, and is licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. Northwestern Mutual Life sells life and disability income insurance policies and annuity contracts through its own field force of approximately 6,000 full time producing agents. The Home Office of Northwestern Mutual Life is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. "We" in this prospectus means Northwestern Mutual Life. NML VARIABLE ANNUITY ACCOUNT A We established the Account on February 14, 1968 by action of our Board of Trustees in accordance with the provisions of the Wisconsin insurance law. The Account has sixteen Divisions. The money you invest to provide variable benefits under your Contract is placed in one or more of the Divisions as you direct. Under Wisconsin law, the investment operations of the Account are kept separate from our other operations. The values for your Contract will not be affected by income, gains or losses for the rest of our business. The income, gains or losses, realized or unrealized, for the assets we place in the Account for your Contract will determine the value of your Contract benefits and will not affect the rest of our business. The assets in the Account are reserved for you and other Contract owners, although the assets belong to us and we do not hold the assets as a trustee. We and our creditors cannot reach those assets to satisfy other obligations until our obligations under your Contract have been satisfied. But all of our assets (except those we hold in some other separate accounts) are available to satisfy our obligations under your Contract. The Account is not registered as an investment company under the Investment Company Act of 1940. THE FUNDS Northwestern Mutual Series Fund, Inc. is composed of eleven separate portfolios which operate as separate mutual funds. The portfolios are the Small Cap Growth Stock Portfolio, Aggressive Growth Stock Portfolio, International Equity Portfolio, Index 400 Stock Portfolio, Growth Stock Portfolio, Growth and Income Stock Portfolio, Index 500 Stock Portfolio, Balanced Portfolio, High Yield Bond Portfolio, Select Bond Portfolio and Money Market Portfolio. The Account buys shares of each Portfolio at net asset value, that is, without any sales charge. 11 20 Northwestern Mutual Investment Services, LLC ("NMIS"), our wholly-owned subsidiary, is the investment adviser to the Fund. We provide the people and facilities that NMIS uses in performing its investment advisory functions, and we are a party to the investment advisory agreement. NMIS has retained J.P. Morgan Investment Management, Inc. and Templeton Investment Counsel, Inc. under investment sub-advisory agreements to provide investment advice to the Growth and Income Stock Portfolio and the International Equity Portfolio. The Russell Insurance Funds include five separate portfolios which operate as separate mutual funds. These are the Multi-Style Equity Fund, Aggressive Equity Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund. The Account buys shares of each of the Russell Insurance Funds at net asset value, that is, without any sales charge. The assets of each of the Russell Insurance 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 Insurance Funds. Russell is our majority-owned subsidiary. FOR MORE INFORMATION REGARDING THE MUTUAL FUNDS, INCLUDING INFORMATION ABOUT THEIR INVESTMENT OBJECTIVES AND EXPENSES, SEE THE PROSPECTUSES FOR NORTHWESTERN MUTUAL SERIES FUND, INC. AND RUSSELL INSURANCE FUNDS ATTACHED TO THIS PROSPECTUS. YOU SHOULD READ THE MUTUAL FUND PROSPECTUSES CAREFULLY BEFORE YOU INVEST IN THE CONTRACTS. - -------------------------------------------------------------------------------- THE CONTRACTS PURCHASE PAYMENTS UNDER THE CONTRACTS AMOUNT AND FREQUENCY A purchase payment is the money you give us to pay for your Contract. You may make purchase payments monthly, quarterly, semiannually, annually or on any other frequency acceptable to us. For Back Load Contracts the minimum amount for each purchase payment is $25. We will accept larger purchase payments than due, or payments at other times, but total purchase payments under any Contract may not exceed $5,000,000 without our consent. For Front Load Contracts the minimum initial purchase payment is $10,000. The minimum amount for each subsequent purchase payment is $25 for all Contracts. Purchase payments may not exceed the applicable federal income tax limits. See "Federal Income Taxes", p. 17. APPLICATION OF PURCHASE PAYMENTS We credit net purchase payments, after deduction of any sales load, to the Account and allocate them to one or more Divisions as you direct. We then invest those assets in shares of the Portfolio or Fund which corresponds to that Division. We apply purchase payments to provide "Accumulation Units" in one or more Divisions. Accumulation Units represent your interest in the Account. There are Class A Accumulation Units and Class B Accumulation Units for the Back Load Contracts. We convert Class B Accumulation Units to Class A Accumulation Units on a basis that reflects the cumulative amount of purchase payments and the length of time that the funds have been held under a Back Load Contract. See "Mortality Rate and Expense Risk Charges", p. 18. The number of Accumulation Units you receive for each net purchase payment is determined by dividing the amount of the purchase payment to be allocated to a Division by the value of an Accumulation Unit in that Division, based upon the next valuation of the assets of the Division we make after we receive your purchase payment at our Home Office. Receipt of purchase payments at a lockbox facility we have designated will be considered the same as receipt at the Home Office. We value assets as of the close of trading on the New York Stock Exchange for each day the Exchange is open, and at any other time required by the Investment Company Act of 1940. The number of your Accumulation Units will be increased by additional purchase payments or transfers into the Account and decreased by withdrawals or transfers out of the Account. The investment experience of the Account does not change the number (as distinguished from the value) of your Accumulation Units. The value of an Accumulation Unit in each Division varies with the investment experience of the Division (which in turn is determined by the investment experience of the corresponding Portfolio or Fund). We determine the value by multiplying the value on the immediately preceding valuation date by the net investment factor for the Division. (See "Net Investment Factor", p. 13.) Since you bear the investment risk, there is no guarantee as to the aggregate value of your Accumulation Units. That value may be less than, equal to, or more than the cumulative net purchase payments you have made. You may direct all or part of a purchase payment to the Guaranteed Interest Fund. Amounts you direct to the Guaranteed Interest Fund will be invested on a fixed basis. See "The Guaranteed Interest Fund", p. 16. 12 21 NET INVESTMENT FACTOR For each Division the net investment factor for any period ending on a valuation date is 1.000000 plus the net investment rate for the Division for that period. Under the Contract the net investment rate is related to the assets of the Division. However, since all amounts are simultaneously invested in shares of the corresponding Portfolio or Fund when allocated to the Division, calculation of the net investment rate for each of the Divisions may also be based upon the change in value of a single share of the corresponding Portfolio or Fund. Thus, for example, in the case of the Balanced Division the net investment rate is equal to (a) the change in the net asset value of a Balanced Portfolio share for the period from the immediately preceding valuation date up to and including the current valuation date, plus the per share amount of any dividends and other distributions made by the Balanced Portfolio during the valuation period, less a deduction for any applicable taxes or for any expenses resulting from a substitution of securities, (b) divided by the net asset value of a Balanced Portfolio share on the valuation date immediately preceding the current valuation date, (c) less an adjustment to provide for the deduction for mortality rate and expense risks that we have assumed. (See "Deductions", p.18.) The Portfolios and Funds will distribute investment income and realized capital gains to the Account Divisions. We will reinvest those distributions in additional shares of the same Portfolio or Fund. Unrealized capital gains and realized and unrealized capital losses will be reflected by changes in the value of the shares held by the Account. BENEFITS PROVIDED UNDER THE CONTRACTS The benefits provided under the Contracts consist of a withdrawal amount, a death benefit and a maturity benefit. Subject to the restrictions noted below, we will pay all of these benefits in a lump sum or under the payment plans described below. WITHDRAWAL AMOUNT On or prior to the maturity date you are entitled to withdraw the Accumulation Units credited to your Contract and receive the value thereof less the applicable withdrawal charge. (See "Withdrawal Charge", p. 19.) The value, which may be either greater or less than the amount you paid, is determined as of the valuation date coincident with or next following our receipt of your written request for withdrawal on a form we provide. The forms are available from our Home Office and our agents. You may withdraw a portion of the Accumulation Units on the same basis, except that we will not grant a partial withdrawal which would result in a Contract value of less $2,000 remaining; we will treat a request for such a partial withdrawal as a request to surrender the entire Contract. Amounts distributed to you upon withdrawal of all or a portion of Accumulation Units may be subject to federal income tax. (See "Federal Income Taxes", p. 17.) A 10% penalty tax may be imposed on the taxable portion of premature payments of benefits (prior to age 59-1/2 or disability) unless payments are made after the employee separates from service and payments are either paid in substantially equal installments over the life or life expectancy of the employee or are paid on account of early retirement after age 55. If annuity payments are being made under Payment Plan 1 the payee may surrender the Contract and receive the value of the Annuity Units credited to his Contract, less the applicable withdrawal charge. (See "Withdrawal Charge", p. 19) Upon death during the certain period of the payee under Plan 2 or both payees under Plan 3, the beneficiary may surrender the Contract and receive the withdrawal value of the unpaid payments for the certain period. The withdrawal value is based on the Annuity Unit value on the withdrawal date, with the unpaid payments discounted at the Assumed Investment Rate. (See "Description of Payment Plans", p.14.) DEATH BENEFIT 1. Amount of the Death Benefit. If the Annuitant dies before the maturity date, the death benefit will not be less than the Contract value determined as of the valuation date that coincides with or next follows the date on which we receive proof of death at our Home Office. If the Primary Annuitant dies before his or her 75th birthday, the death benefit, where permitted by state law, will not be less than the amount of purchase payments we received, less withdrawals. An enhanced death benefit is available at extra cost. Prior to the first Contract anniversary the enhanced death benefit is equal to the total purchase payments received less any amounts withdrawn. On any Contract anniversary prior to the Primary Annuitant's 80th birthday, the enhanced death benefit is the Contract value on that date, but not less than what the enhanced death benefit was on the last preceding valuation date. On any other valuation date before the Primary Annuitant's 80th birthday, the enhanced death benefit will be the amount determined on the most recent Contract anniversary, plus purchase payments we receive thereafter, less withdrawals. On any valuation date on or after the Primary Annuitant's 80th birthday the enhanced death benefit will be the enhanced death benefit on the Contract anniversary immediately prior to the Primary Annuitant's 80th birthday increased by purchase payments we received and decreased by any amounts withdrawn after that Contract anniversary. We deduct the extra cost for the enhanced death benefit from the Contract value on each Contract anniversary while the enhanced death benefit is in effect. See "Enhanced Death Benefit Charge", p. 19. The enhanced death benefit is available for issue ages up to 65 and must be elected when the Contract is issued. The enhanced death benefit will remain in effect until the maturity date or the death of the Primary Annuitant 13 22 or you ask us to remove it from your Contract. You cannot add it to your Contract again after it has been removed. 2. Distribution of the Death Benefit. When the employee dies, the contingent Annuitant automatically becomes the new Annuitant and the Contract continues in force. If no contingent annuitant has been named, the death benefit becomes payable to the Owner. MATURITY BENEFIT Purchase payments under the Contract are payable until the maturity date specified in the Contract. You may select any date up to age 90 as the maturity date, subject to applicable tax and state law requirements, including the minimum distribution requirements (See "Minimum Distribution Requirements, p. 17). On the maturity date, if you have not elected any other permissible payment plan, we will change the maturity date to the Contract anniversary nearest the Annuitant's 90th birthday. On that date, if you have not elected any other permissible payment plan, we will pay the value of the Contract in monthly payments for life under a variable payment plan with payments certain for ten years. VARIABLE PAYMENT PLANS We will pay part or all of the benefits under a Contract under a variable payment plan you select. The payment plan starts on the maturity date. See "Maturity Benefit", above. Under a variable plan, you bear the entire investment risk, since we make no guarantees of investment return. Accordingly, there is no guarantee of the amount of the variable payments, and you must expect the amount of such payments to change from month to month. For a discussion of tax considerations and limitations regarding the election of payment plans, see "Federal Income Taxes", p. 17. DESCRIPTION OF PAYMENT PLANS The following payment plans are available: 1. Payments for a Certain Period. An annuity payable monthly for a specified period of five to 30 years. 2. Life Annuity with or without Certain Period. An annuity payable monthly until the payee's death, or until the expiration of a selected certain period, whichever is later. After the payee's death during the certain period, if any, we will make payments as they are due to the designated contingent beneficiary. You may select a certain period of either 10 or 20 years, or you may choose a plan with no certain period. 3. Joint and Survivor Life Annuity with Certain Period. An annuity payable monthly for a certain period of 10 years and thereafter to two persons for their joint lives. On the death of either payee, payments continue for the remainder of the 10 years certain or the remaining lifetime of the survivor, whichever is longer. We may limit the election of a payment plan to one that results in an initial payment of at least $50. A payment plan will continue even if payments fall to less than $50 after the payment plan begins. From time to time we may establish payment plan rates with greater actuarial value than those stated in the Contract and make them available at the time of settlement. We may also make available other payment plans, with provisions and rates we publish for those plans. AMOUNT OF ANNUITY PAYMENTS We will determine the amount of the first annuity payment on the basis of the particular payment plan you select, the annuity payment rate and, for plans involving life contingencies, the Annuitant's adjusted age. We will calculate the amount of the first annuity payment on a basis that takes into account the length of time over which we expect annuity payments to continue. The first payment will be lower for an Annuitant who is younger when payments begin, and higher for an Annuitant who is older, if the payment plan involves life contingencies. The first payment will be lower if the payment plan includes a longer certain period. Variable annuity payments after the first will vary from month to month to reflect the fluctuating value of the Annuity Units credited to your Contract. Annuity Units represent the interest of the Contract in each Division of the Account after annuity payments begin. Class A Accumulation Units become Class A Annuity Units and Class B Accumulated Units become Class B Annuity Units on the maturity date. ASSUMED INVESTMENT RATE The variable annuity rate tables for the Contracts are based upon an Assumed Investment Rate of 3 1/2%. Variable annuity rate tables based upon an Assumed Investment Rate of 5% are also available where permitted by state law. The Assumed Investment Rate affects both the amount of the first variable payment and the amount by which subsequent payments increase or decrease. The Assumed Investment Rate does not affect the actuarial value of the future payments as of the date when payments begin, though it does affect the actual amount which may be received by an individual Annuitant. Over a period of time, if each Division achieved a net investment result exactly equal to the Assumed Investment Rate applicable to a particular payment plan, the amount of annuity payments would be level. However, if the Division achieved a net investment result greater than the Assumed Investment Rate, the amount of annuity payments would increase. Similarly, if the Division achieved a net investment result smaller than the Assumed Investment Rate, the amount of annuity payments would decrease. A higher Assumed Investment Rate will result in a larger initial payment but more slowly rising and more rapidly falling subsequent payments than a lower Assumed Investment Rate. 14 23 ADDITIONAL INFORMATION TRANSFERS BETWEEN DIVISIONS AND PAYMENT PLANS You may change the allocation of purchase payments among the Divisions and transfer values from one Division to another both before and after annuity payments begin. In order to take full advantage of these features you should carefully consider, on a continuing basis, which Division or apportionment is best suited to your long-term investment needs. You may at any time change the allocation of purchase payments among the Divisions by written notice to us. Purchase payments we receive at our Home Office on and after the date on which we receive the notice will be applied to provide Accumulation Units in one or more Divisions on the basis of the new allocation. Before the effective date of a payment plan you may, upon written request, transfer Accumulation Units from one Division to another. After the effective date of a payment plan the payee may transfer Annuity Units from one Division to another. We will adjust the number of Accumulation or Annuity Units to be credited to reflect the respective value of the Accumulation and Annuity Units in each of the Divisions. For Accumulation Units the minimum amount which may be transferred is the lesser of $100 or the entire value of the Accumulation Units in the Division from which the transfer is being made. For each transfer beginning with the thirteenth in any Contract year we may deduct a transfer fee of $25 from the amount transferred. We currently make no charge for transfers. If you contemplate the transfer of funds from one Division to another, you should consider the risk inherent in a switch from one investment medium to another. In general, frequent transfers based on short-term expectations for the stock and bond markets, especially transfers of large sums, will tend to accentuate the danger that a transfer will be made at an inopportune time. You may transfer amounts which you have invested on a fixed basis to any Division of the Account, and the value of Accumulation Units in any Division of the Account to the Guaranteed Interest Fund for investment on a fixed basis, subject to the restrictions described in the Contract. See "The Guaranteed Interest Fund", p. 16. After the effective date of a payment plan which does not involve a life contingency (i.e., Plan 1) a payee may transfer to either form of life annuity at no charge. We will apply the value of the remaining payments to the new plan selected. We will determine the amount of the first annuity payment under the new plan on the basis of the particular plan selected, the annuity payment rate and the Annuitant's adjusted age and sex. Subsequent payments will vary to reflect changes in the value of the Annuity Units credited. We permit other transfers between payment plans subject to such limitations we may reasonably determine. Generally, however, we do not permit transfer from a payment plan involving a life contingency to a payment plan which does not involve the same life contingency. You may make transfers from the Money Market Division at any time while a payment plan is in force. The Contracts provide that transfers between the other Divisions and transfers between payment plans may be made after the payment plan has been in force for at least 90 days and thereafter whenever at least 90 days have elapsed since the date of the last transfer. At present we permit transfers at any time. We will make the transfer as of the close of business on the valuation date coincident with or next following the date on which we receive the request for transfer at our Home Office, or at a later date you request. GENDER-BASED ANNUITY PAYMENT RATES Federal law, and the laws of certain states, may require that annuity considerations and annuity payment rates be determined without regard to the sex of the Annuitant. Because we offer the Contracts for use with HR-10 Plans where these rules may have general application, the annuity payment rates in the Contracts do not distinguish between male and female Annuitants. However, Contracts with sex-distinct rates are available on request. Prospective purchasers of the Contracts should review any questions in this area with qualified counsel. OWNERS OF THE CONTRACTS The Owner of the Contract has the sole right to exercise all rights and privileges under the Contract, except as the Contract otherwise provides. The Owner is ordinarily the retirement plan, but may be the employer or the Annuitant or other person. The Annuitant is the person upon whose life the Contract is issued and Contract benefits depend. The Primary Annuitant is the person upon whose life the Contract is initially issued. The Contingent Annuitant is the person who becomes the Annuitant upon the death of the Annuitant. In this prospectus, "you" means the Owner or a prospective purchaser of the Contract. DEFERMENT OF BENEFIT PAYMENTS We reserve the right to defer determination of the withdrawal value of the Contracts, or the payment of benefits under a variable payment plan, until after the end of any period during which the right to redeem shares of either of the mutual funds is suspended, or payment of the redemption value is postponed, and for any period during which the New York Stock Exchange is closed or trading thereon is restricted or an emergency exists, so that valuation of the assets of the Fund or disposal of securities they hold is not reasonably practical; or as such deferment is otherwise permitted by applicable law. DIVIDENDS The Contracts share in our divisible surplus, to the extent we determine annually, except while payments are being made under a variable payment plan. Distributions of divisible surplus are commonly referred to as "dividends". Any contributions to our divisible surplus would result from more favorable expense experience than we have assumed in 15 24 determining the deductions. We do not expect the Contracts to make a significant contribution to our divisible surplus and we do not expect to pay dividends on the Contracts. For the Back Load Contracts we reduce expense charges by converting Class B Accumulation Units to Class A Accumulation Units on larger, older Contracts. See "Mortality Rate and Expense Risk Charges", p. 18. The Contracts issued prior to the date of this prospectus do not include this conversion feature, and we currently pay dividends on some of those Contracts. See "Dividends for Contracts Issued Prior to March 31, 2000", p. 20. SUBSTITUTION AND CHANGE Pursuant to authority of our Board of Trustees, (a) we may invest the assets of a Division in securities of another mutual fund or another issuer, instead of the Portfolio or Fund in which you have invested, as a substitute for the shares you already have or as the securities to be purchased in the future, or (b) we may modify the provisions of the Contracts to assure qualification for the benefits provided by the provisions of the Internal Revenue Code relating to retirement annuity or variable annuity contracts, or to comply with any other applicable federal or state laws. In the event of any such substitution or change, we may make appropriate endorsement on Contracts having an interest in the Account and take such other action as may be necessary to effect the substitution or change. FIXED ANNUITY PAYMENT PLANS We will also pay Contract benefits under fixed annuity payment plans which are not described in this Prospectus. If you select a fixed annuity, we will cancel the Accumulation Units credited to your Deferred Contract, we will transfer the withdrawal value of the Contract to our general account, and you will no longer have any interest in the Account. We may make a withdrawal charge in determining the withdrawal value. (See "Withdrawal Amount", p. 13, and "Withdrawal Charge", p. 19) FINANCIAL STATEMENTS Financial statements of the Account and financial statements of Northwestern Mutual Life appear in the Statement of Additional Information. - -------------------------------------------------------------------------------- THE GUARANTEED INTEREST FUND You may direct all or part of your purchase payments to the Guaranteed Interest Fund for investment on a fixed basis. You may transfer amounts previously invested in the Account Divisions to the Guaranteed Interest Fund, prior to the maturity date, and you may transfer amounts in the Guaranteed Interest Fund to the Account Divisions. In each case these transfers are subject, to the restrictions described in the Contract. Amounts you invest in the Guaranteed Interest Fund become part of our general assets. In reliance on certain exemptive and exclusionary provisions, we have not registered interests in the Guaranteed Interest Fund under the Securities Act of 1933 and we have not registered the Guaranteed Interest Fund as an investment company under the Investment Company Act of 1940. Accordingly, neither the Guaranteed Interest Fund nor any interests therein are generally subject to these Acts. We have been advised that the staff of the Securities and Exchange Commission has not reviewed the disclosure in this prospectus relating to the Guaranteed Interest Fund. This disclosure, however, may be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in prospectuses. Amounts you invest in the Guaranteed Interest Fund earn interest at rates we declare from time to time. We will guarantee the interest rate for each amount for at least one year. The interest rate will be at an annual effective rate of at least 3%. At the expiration of the period for which we guarantee the interest rate, a new interest rate may apply. We credit interest and compound it daily. We determine the effective date for a transaction involving the Guaranteed Interest Fund in the same manner as the effective date for a transaction involving a Division of the Account. Investments in the Guaranteed Interest Fund are subject to a maximum limit of $1,000,000 ($250,000 in New York) without our prior consent. To the extent that a purchase payment or transfer from a Division of the Account causes the Contract's interest in the Guaranteed Interest Fund to exceed this maximum limit, we will place the amount of the excess in the Money Market Division and it will remain there until the you instruct us otherwise. Transfers from the Guaranteed Interest Fund to the Account Divisions are subject to limits. After a transfer from the Guaranteed Interest Fund we will allow no further transfers from the Guaranteed Interest Fund for a period of 365 days; in addition, we will allow no further transfers back into the Guaranteed Interest Fund for a period of 90 days. The maximum amount that you may transfer from the Guaranteed Interest Fund in one transfer is the greater of (1) 25% of the amount that you had invested in the Guaranteed Interest Fund as of the last Contract anniversary preceding the transfer and (2) the amount of your most recent transfer from the Guaranteed Interest Fund. But in no event will this maximum transfer amount be less than $1,000 or more than $50,000. (The $50,000 limit does not apply in New York.) The deduction for mortality rate and expense risks, as described below, is not assessed against amounts in the Guaranteed Interest Fund, and amounts in the Guaranteed Interest Fund do not bear any expenses of either of the mutual funds. Other charges under the Contracts apply for amounts in the Guaranteed Interest Fund as they are described in this prospectus for 16 25 amounts you invest on a variable basis. (See "Deductions", p. 18). For purposes of allocating and deducting the annual Contract fee, we consider any investment in the Guaranteed Interest Fund as though it were an investment of the same amount in one of the Account Divisions. FEDERAL INCOME TAXES We offer the Contracts only for use under tax-qualified plans meeting the requirements of Sections 401 and 403(a) of the Code. However, in the event Contracts should be issued pursuant to HR-10 Plans, trusts or custodial accounts which at the time of issuance are not qualified under the Code, some or all of the tax benefits described herein may be lost. CONTRIBUTION LIMITS Any employer, including a self-employed person, can establish a plan under Section 401(a) or 403(a) for participating employees. As a general rule, annual contributions to a defined contribution plan made by the employer and the employee cannot exceed the lesser of $30,000 or 25% of compensation or earned income (up to $170,000, indexed). Qualified plans are subject to minimum coverage, nondiscrimination and spousal consent requirements. In addition, "top heavy" rules apply if more than 60% of the contributions or benefits are allocated to certain highly compensated employees. Violations of the contribution limits or other requirements may disqualify the plan and/or subject the employer to taxes and penalties. TAXATION OF CONTRACT BENEFITS No tax is payable as a result of any increase in the value of a Contract until benefits from the Contract are received. Benefits received as annuity payments will be taxable as ordinary income when received in accordance with Section 72 of the Code. As a general rule, where an employee makes nondeductible contributions to the Plan, the payee may exclude from income that portion of each benefit payment which represents a return of the employee's "investment in the contract" as defined in Section 72 until the entire "investment in the contract" is recovered. A 50% penalty tax may be imposed on payments to the extent they are less than certain required minimum amounts. In addition, a 10% penalty tax may be imposed on benefits paid in excess of the benefits provided under the Plan formula if the payee is or was a "5% owner" of the employer while a participant in the Plan. Benefits paid in a form other than an annuity will be taxed as ordinary income when received except for that portion of the payment, if any, which represents a return of the employee's "investment in the contract." Benefits received as a "lump sum distribution" may be eligible for a separate tax averaging calculation and, with certain limited exceptions, all benefits are subject to the tax-free rollover provisions of the Code. A 10% penalty tax may be imposed on the taxable portion of premature payments of benefits (prior to age 59-1/2 or disability) unless payments are made after the employee separates from service and payments are either paid in substantially equal installments over the life or life expectancy of the employee or are paid on account of early retirement after age 55 or unless payments are made for medical expenses in excess of 7.5% of the employee's Adjusted Gross Income. A loan from the Plan to an employee, other than an owner-employee, may be taxable as ordinary income depending on the amount and terms of the loan. A loan to an owner-employee is a prohibited transaction under the Code and could disqualify the Plan. Benefit payments will be subject to mandatory 20% withholding unless (1) they are rolled over directly to another tax-qualified plan or an individual retirement arrangement, (2) they are paid in substantially equal installments over the life or life expectancy of the employee (or of the employee and the employee's beneficiary) or over a period of 10 years or more, or (3) they are "required minimum distributions." MINIMUM DISTRIBUTION REQUIREMENTS As a general rule, the Plan is required to make certain required distributions to the employee during the employee's life and to the employee's beneficiary following the employee's death. The Plan must make the first required distribution by the "required beginning date" and subsequent required distributions by December 31 of that year and each year thereafter. Payments must be made over the life or life expectancy of the employee or the lives or life expectancies of the employee and the employee's beneficiary. The required beginning date is April 1 of the calendar year following the later of the calendar year in which the employee attains age 70 1/2 or, if the employee is not a "5% owner" of the employer, the calendar year in which the employee retires. Upon the death of the employee, the Plan must make distributions under one of the following two rules. If the employee dies on or after the required beginning date, any remaining interest of the employee must be distributed at least as rapidly as it was under the method of distribution in effect on the date of death. The method of distribution is determined by the age of the employee and the beneficiary and whether their life expectancies are being recalculated each year. If the employee dies before the required beginning date, the employee's entire interest must be distributed by December 31 of the calendar year containing the fifth anniversary of the employee's death. If the employee's interest is payable to a beneficiary designated by the employee, the employee's interest may be paid over the 17 26 life or life expectancy of that beneficiary, provided distribution begins by December 31 of the calendar year following the year of the employee's death. If the sole designated beneficiary is the employee's spouse, the spouse may roll over the Contract into an IRA owned by the spouse. The rules governing Plan provisions, payments and deductions and taxation of distributions from such Plans and Trusts, as set forth in the Code and the regulations relating thereto, are complex and cannot be readily summarized. Furthermore, special rules are applicable in many situations, and prospective purchasers desiring to adopt an HR-10 pension or profit-sharing plan or trust should consult qualified tax counsel. TAXATION OF NORTHWESTERN MUTUAL LIFE We may charge the appropriate Contracts with their shares of any tax liability which may result from the maintenance or operation of the Divisions of the Account. We are currently making no charge. (See "Net Investment Factor", p. 13 and "Deductions", below.) DEDUCTIONS We will make the following deductions: SALES LOAD For the Front Load Contract we deduct a sales load from all purchase payments we receive. The sales load compensates us for the costs we incur in selling the Contracts. We base the deduction on cumulative purchase payments we have received and the rates in the table below: Cumulative Purchase Payments Paid Under the Contract Rate First $100,000 4.5% Next $400,000 2.0% Next $500,000 1.0% Balance over $1,000,000 0.5%
MORTALITY RATE AND EXPENSE RISK CHARGES Amount of Mortality Rate and Expense Risk Charges. The net investment factor (see "Net Investment Factor", p. 13) we use in determining the value of Accumulation and Annuity Units reflects a deduction on each valuation date for mortality rate and expense risks we have assumed. For the Front Load Contract, the deduction from Accumulation Units and Annuity Units is at a current annual rate of 0.5% of the assets of the Account. For the Back Load Contract the deduction for Class B Accumulation Units and Class B Annuity Units is at a current annual rate of 1.25% of the assets of the Account. For the Back Load Contracts the deduction for Class A Accumulation Units and Class A Annuity Units is at a current annual rate of 0.5% of the assets of the Account. Our Board of Trustees may increase or decrease the deduction, but in no event may the deduction exceed an annual rate of 0.75% for the Front Load Contract, 1.50% for the Back Load Contract Class B Accumulation and Annuity Units, and 0.75% for the Back Load Contract Class A Accumulation and Annuity Units. Reduction in Mortality Rate and Expense Risk Charges. For the Back Load Contracts we convert Class B Accumulation Units to Class A Accumulation Units on a Contract anniversary if the Contract value is at least $25,000 and the purchase payment which paid for the Class B Accumulation Units has reached Category Zero, that is, its withdrawal charge rate is 0%. See "Withdrawal Charge" p.19. As a result of the conversion, the mortality rate and expense risks charge is reduced from 1.25% to 0.50% on these units based on current rates. The conversion amount includes the purchase payment in Category Zero and a proportionate share of investment earnings. We allocate the conversion amount proportionately to each Division, and we adjust the number of Accumulation Units in each Division to reflect the relative values for Class A and Class B Accumulation Units on the date of the conversion. The same conversion process and a similar result applies to amounts in the Guaranteed Interest Fund. We do not convert Annuity Units from Class B to Class A. Risks and Expenses. The risks we assume are (a) the risk that annuity payments will continue for longer periods than anticipated because the Annuitants as a group live longer than expected, and (b) the risk that the charges we make may be insufficient to cover the actual costs we incur in connection with the Contracts. We assume these risks for the duration of the Contract. The deduction for these risks is the only expense item paid by the Account to date. The mutual funds pay expenses which are described in the attached prospectuses for the mutual funds. The net investment factor also reflects the deduction of any reasonable expenses which may result if there were a substitution of other securities for shares of the mutual funds as described under "Substitution and Change", p. 16, and any applicable taxes, i.e., any tax liability we have paid or reserved for resulting from the maintenance or operation of a Division of the Account, other than applicable premium taxes which we may deduct directly from considerations. We do not presently anticipate that we will make any deduction for federal income taxes (see "Taxation of Northwestern Mutual Life", p. 18), nor do we anticipate that maintenance or operation of the Account will give rise to any deduction for state or local taxes. However, we reserve the right to charge the appropriate Contracts with their shares of any tax liability which may result under present or future tax laws from the maintenance or operation of the Account or to deduct any such tax liability in the computation of the net investment factor for such Contracts. 18 27 CONTRACT FEE On each Contract anniversary prior to the maturity date we make a deduction of $30 for administrative expenses relating to a Deferred Contract during the prior year. We make the charge by reducing the number of Accumulation Units credited to the Contract. For purposes of allocating and deducting the annual Contract fee, we consider any investment in the Guaranteed Interest Fund as though it were an investment of the same amount in one of the Account Divisions. We cannot increase this charge. The charge is intended only to reimburse us for our actual administrative expenses. We currently are waiving the charge, if the Contract value on the Contract anniversary is $25,000 or more. WITHDRAWAL CHARGE Withdrawal Charge Rates. For Back Load Contracts, a withdrawal charge free amount is available on a Contract if the Contract value is at least $10,000 on the Contract anniversary preceding the withdrawal. For each Contract year after the first one, the withdrawal charge free amount is 10% of the value of the Class B Accumulation Units on the last Contract anniversary. Otherwise, we will deduct a withdrawal charge for sales expenses if you withdraw Class B Accumulation Units for cash. We will base the withdrawal charge on the Categories and the Rates in the table below. We base the amount in each Category on cumulative purchase payments you have made and on the number of Contract anniversaries that have occurred since you made each purchase payment.
Category Rate - -------- ---- Eight.............................................6% Seven.............................................6 Six...............................................6 Five..............................................5 Four..............................................4 Three.............................................3 Two...............................................2 One...............................................1 Zero..............................................0
The first $100,000 of total purchase payments paid over the life of the Contract start in Category Eight, the next $400,000 start in Category Four, and all additional purchase payments paid start in Category Two. As of each Contract anniversary, we move any amount in a Category to the next lower Category until the Contract anniversary on which that amount reaches Category Zero. The total withdrawal charge will be the sum of all the results calculated by multiplying the amount in each Category by the Rate for that Category. The amounts we use will be taken first from the withdrawal charge free amount; next from the Class A Accumulation Units; next from the Class B Accumulation Units in the order that produces the lowest withdrawal charge; and last from any remaining value in the contract. However, any amounts we use to determine the charge for a partial withdrawal will not be used to determine subsequent withdrawal charges. Waiver of Withdrawal Charges. When we receive proof of death of the Primary Annuitant, we will waive withdrawal charges applicable at the date of death by moving purchase payments received prior to the date of death to Category Zero. We will waive the withdrawal charge if the Primary Annuitant has a terminal illness, or is confined to a nursing home or hospital after the first contract year, in accordance with the terms of the Contract. You may not make purchase payments after we are given proof of a terminal illness or confinement. We will make no withdrawal charge when you select a variable payment plan. However, we will make the withdrawal charge if you make a withdrawal, or partial withdrawal, within five years after the beginning of a variable payment plan which is not contingent on the payee's life (Plan 1). For fixed payment plans the Contract provides for deduction of the withdrawal charge when the payment plan is selected. By current administrative practice, we will waive the withdrawal charge upon selection of a fixed payment plan for a certain period of 12 years or more (Plan 1) or any fixed payment plan which involves a life contingency (Plans 2 or 3) if you select the payment plan after the Contract has been in force for at least one full year. ENHANCED DEATH BENEFIT CHARGE On each Contract anniversary on which the enhanced death benefit is in effect, we deduct from the Contract value a charge based on the amount of the enhanced death benefit on the Contract Anniversary and the age of the Annuitant when the Contract was issued. The charge is 0.10% of the amount of the enhanced death benefit for issue age 45 or less, 0.20% for issue age 46-55, and 0.40% for issue age 56-65. This charge is for the risks we assume in guaranteeing the enhanced death benefit. We deduct the charge from the Divisions of the Account and the Guaranteed Interest Fund in proportion to the amounts you have invested. PREMIUM TAXES The Contracts provide for the deduction of applicable premium taxes, if any, from purchase payments or from Contract benefits. Various jurisdictions levy premium taxes. Premium taxes presently range from 0% to 1% of total purchase payments. Many jurisdictions presently exempt from premium taxes annuities such as the Contracts. As a matter of current practice, we do not deduct premium taxes from purchase payments received under the Contracts or from Contract benefits. However, we reserve the right to deduct premium taxes in the future. EXPENSES FOR THE PORTFOLIOS AND FUNDS The expenses borne by the Portfolios and Funds in which the assets of the Account are invested are described in the prospectuses for Northwestern Mutual Series Fund, Inc. and the Russell Insurance Funds. See the prospectuses attached to this prospectus. 19 28 CONTRACTS ISSUED PRIOR TO MARCH 31, 2000 During the period prior to March 31, 2000 and after March 31, 1995 we issued both Front Load Contracts and Back Load Contracts. For the Front Load Contracts the deduction for sales expenses is 4% on the first $100,000, 2% on the next $400,000, 1% the next $500,000, and 0.5% on purchase payments in excess of $1 million, based on total cumulative purchase payments paid under the Contract. The charge against Accumulation Units for mortality and expense risks is 0.4% of the assets of the Account, which we may raise to a maximum rate of 0.75%. The charge against Annuity Units for mortality and expense risks is zero, which we may raise to a maximum rate of 0.75%. For the Back Load Contracts there is a surrender charge of 8% on the first $100,000 of purchase payments, 4% on the next $400,000, 2% on the next $500,000, and 1% on purchase payments in excess of $1 million, based on total cumulative purchase payments paid under the Contract. The surrender charge applicable for each purchase payment reduces by 1% on each Contract anniversary. A withdrawal charge free amount is available, but the amount is limited by the excess of the Contract value over the cumulative purchase payments on the date of the withdrawal. The charge for mortality and expense risks for these Contracts is 1.25% of the assets of the Account, which we may raise to a maximum annual rate of 1.50%. The Annual Contract fee is $30. We currently waive the Contract fee if the Contract value is $50,000 or more. CONTRACTS ISSUED PRIOR TO MARCH 31, 1995 For Contracts issued prior to March 31, 1995 and after December 16, 1981 there is no front-end sales load but there is a surrender charge of 8% on the first $25,000 of purchase payments, 4% on the next $75,000 and 2% on purchase payments in excess of $100,000, based on total cumulative purchase payments paid under the Contract. The surrender charge applicable for each purchase payment reduces by 1% on each Contract anniversary. A withdrawal charge free amount is available, but the amount is limited by the excess of the Contract value over the cumulative purchase payments on the date of the withdrawal. The charge for mortality and expense risks for those Contracts is 1.25% of the assets of the Account. The annual Contract fee is the lesser of $30 or 1% of the Contract value. See the table of accumulation unit values on page 8. CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981 For Contracts issued prior to December 17, 1981 there is no surrender charge, but purchase payments are subject to a deduction for sales expenses. The deduction is 8% on the first $5,000 received during a single Contract year as defined in the Contract, 4% on the next $20,000, 2% on the next $75,000 and 1% on the excess over $100,000. The charge for mortality and expense risks for these Contracts is 0.75% of the assets of the Account, which we may raise to a maximum annual rate of 1%. There is no annual Contract fee. See the table of accumulation unit values on page 10. DIVIDENDS FOR CONTRACTS ISSUED PRIOR TO MARCH 31, 2000 During the year 2000 we are paying dividends on approximately 20% of the in-force variable annuity Contracts we issued prior to March 31, 2000. Dividends are not guaranteed to be paid in future years. The dividend amount is volatile since it is based on the average variable Contract value which is defined as the value of the Accumulation units on the last Contract anniversary adjusted to reflect any transactions since that date which increased or decreased the Contract's interest in the Account. Dividends on these variable annuities arise principally as a result of more favorable expense experience than that which we assumed in determining deductions. Such favorable experience is generated primarily by older and/or larger Contracts, which have a mortality and expense risk charge of at least 0.75%. In general, we are not paying dividends on Contracts with an average variable Contract value of less than $30,000, and about 75% of those with a value above $30,000 will receive dividends. The expected dividend payout for the year 2000 represents about 0.39% of the average variable Contract value for those Contracts that will receive dividends. The maximum dividend we are paying on a specific contract is about 0.70%. We pay any dividend for a Contract on the anniversary date of that Contract. We apply the dividend as a net purchase payment unless you elect to have the dividend paid in cash. REDUCED CHARGES FOR EXCHANGE TRANSACTIONS As a matter of current practice, we permit owners of fixed dollar annuities we have previously issued to exchange those contracts for Front Load or Back Load Contracts without paying a second charge for sales expenses. This rule is subject to a number of exceptions and qualifications. We may change or withdraw it at any time. In general, we make a $25 administrative charge on these exchange transactions and we permit only one such transaction in any 12-month period. Transactions on this basis are subject to a limit of 20% of the amount held under the fixed annuity contract in any 12-month period, but we are presently waiving this limit. Amounts exchanged from a fixed contract which provides for a surrender charge are not charged for sales expenses when the exchange is effected. We place these amounts in the same withdrawal charge category under the new Back Load Contract as they were before. We place exchange proceeds from fixed contracts which have no surrender charge provisions in the 0% withdrawal charge category. As an alternative, exchange proceeds from such a fixed contract may be added to a Front Load Contract or to a Deferred Contract issued prior to December 17, 1981 without any deduction for sales expenses. 20 29 Fixed annuity contracts (which are not described in this prospectus) are available in exchange for the Contracts on a comparable basis. - ------------------------------------------------------------------------------- DISTRIBUTION OF THE CONTRACTS We sell the Contracts through individuals who, in addition to being licensed insurance agents of Northwestern Mutual Life, are registered representatives of Northwestern Mutual Investment Services, LLC, our wholly-owned subsidiary. Northwestern Mutual Investment Services, LLC is a registered broker-dealer under the Securities Exchange Act of 1934, and a member of the National Association of Securities Dealers. Where state law requires, these agents will also be licensed securities salesmen. Commissions paid to the agents on sales of the Contracts will not exceed 4% of purchase payments. 21 30 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION
PAGE ---- DISTRIBUTION OF THE CONTRACTS.....................................B-2 DETERMINATION OF ANNUITY PAYMENTS......................................B-2 Amount of Annuity Payments..................B-2 Annuity Unit Value..........................B-3 Illustrations of Variable Annuity Payments..................................B-3 VALUATION OF ASSETS OF THE ACCOUNT.......................................B-4 TRANSFERABILITY RESTRICTIONS....................B-4 EXPERTS.........................................B-4 FINANCIAL STATEMENTS OF THE ACCOUNT (for the two years ended December 31, 1999)...........................B-5 REPORT OF INDEPENDENT ACCOUNTANTS (for the two years ended December 31, 1999)................B-11 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE (for the three years ended December 31, 1999)...........................B-12 REPORT OF INDEPENDENT ACCOUNTANTS (for the three years ended December 31, 1999).....................B-25
This Prospectus sets forth concisely the information about NML Variable Annuity Account A that a prospective investor ought to know before investing. Additional information about Account A has been filed with the Securities and Exchange Commission in a Statement of Additional Information which is incorporated herein by reference. The Statement of Additional Information is available upon request and without charge from The Northwestern Mutual Life Insurance Company. To receive a copy, return the request form to the address listed below, or telephone (414) 271-1444. - ------------------------------------------------------------------------------------------------------------ TO: The Northwestern Mutual Life Insurance Company Annuity and Accumulation Products Marketing Department Room E12J 720 East Wisconsin Avenue Milwaukee, WI 53202 Please send a Statement of Additional Information for NML Variable Annuity Account A to: Name ------------------------------------------------------------------------------------------------- Address ----------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------- City State Zip --------------------------------------------------------------- ------------ -----------
31 More information about Northwestern Mutual Series Fund, Inc. is included in the Fund's Statement of Additional Information (SAI), incorporated by reference in this prospectus, which is available free of charge. More information about the Fund's investments is included in the Fund's annual and semi-annual reports, which discuss the market conditions and investment strategies that significantly affected each Portfolio's performance during the previous fiscal period. To request a free copy of the Fund's SAI, or current annual or semi-annual report, call us at 1-800-519-4665. Information about the Fund (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 1-800-SEC-0330. Reports and other information about the Fund are available on the SEC's Internet site at http://www.sec.gov. Copies of this information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, Washington, DC 20549-6009. N O R T H W E S T E R N M U T U A L L I F E INDIVIDUAL VARIABLE ANNUITY CONTRACTS for Retirement Plans of Self-Employed Persons and Their Employees NML VARIABLE ANNUITY ACCOUNT A NORTHWESTERN MUTUAL SERIES FUND, INC. RUSSELL INSURANCE FUNDS P R O S P E C T U S Investment Company Act File Nos. 811-3990 and 811-5371 NORTHWESTERN MUTUAL LIFE(R) PO Box 3095 Milwaukee WI 53201-3095 Change Service Requested 40902 32 STATEMENT OF ADDITIONAL INFORMATION VARIABLE ANNUITY CONTRACTS (for Retirement Plans of Self-Employed Persons and their Employees) NML VARIABLE ANNUITY ACCOUNT A (the "Account"), a separate investment account of The Northwestern Mutual Life Insurance Company ("Northwestern Mutual Life") - -------------------------------------------------------------------------------- This Statement of Additional Information is not a prospectus but supplements and should be read in conjunction with the prospectus for the Contracts. A copy of the prospectus may be obtained from The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, telephone number (414) 271-1444. - -------------------------------------------------------------------------------- The Date of the Prospectus to which this Statement of Additional Information Relates is March 31, 2000. The Date of this Statement of Additional Information is March 31, 2000. B-1 33 DISTRIBUTION OF THE CONTRACTS The Contracts are offered on a continuous basis exclusively through individuals who, in addition to being life insurance agents of Northwestern Mutual Life, are registered representatives of Northwestern Mutual Investment Services, LLC ("NMIS"). NMIS may be considered the underwriter of the Contracts for purposes of the federal securities laws. The following amounts of commissions were paid on sales of the Contracts, including commissions on sales of variable annuity contracts to corporate pension plans, during each of the last three years:
Year Amount ---- ------ 1999 $2,679,128 1998 $2,760,049 1997 $2,203,105
DETERMINATION OF ANNUITY PAYMENTS The following discussion of the method for determining the amount of monthly annuity payments under a variable payment plan is intended to be read in conjunction with these sections of the prospectus for the Contracts: "Variable Payment Plans", p. 14, including "Description of Payment Plans", p. 14, "Amount of Annuity Payments", p. 14, and "Assumed Investment Rate", p. 14; "Dividends", p. 15; "Net Investment Factor", p. 13; and "Deductions", p. 18. AMOUNT OF ANNUITY PAYMENTS The amount of the first annuity payment under a variable Payment Plan will be determined on the basis of the particular Payment Plan selected, the annuity payment rate and, for plans involving life contingencies, the Annuitant's adjusted age. The amount of the first payment is the sum of the payments from each Division of the Account determined by applying the appropriate annuity payment rate to the product of the number of Accumulation Units in the Division on the effective date of the Payment Plan and the Accumulation Unit value for the Division on that date. Annuity rates currently in use are based on the 1983 a Table with age adjustment. Variable annuity payments after the first will vary from month to month and will depend upon the number and value of Annuity Units credited to the Annuitant. After the effective date of a Payment Plan a Contract will not share in the divisible surplus of Northwestern Mutual Life. The number of Annuity Units in each Division is determined by dividing the amount of the first annuity payment from the Division by the value of an Annuity Unit on the effective date of the Payment Plan. The number of Annuity Units thus credited to the Annuitant in each Division remains constant throughout the annuity period. However, the value of Annuity Units in each Division will fluctuate with the investment experience of the Division. The amount of each variable annuity payment after the first is the sum of payments from each Division determined by multiplying this fixed number of Annuity Units each month by the value of an Annuity Unit for the Division on (a) the fifth valuation date prior to the payment due date if the payment due date is a valuation date, or (b) the sixth valuation date prior to the payment due date if the payment due date is not a valuation date. To illustrate, if a payment due date falls on a Friday, Saturday or Sunday, the amount of the payment will normally be based upon the Annuity Unit value calculated on the preceding Friday. The preceding Friday would be the fifth valuation date prior to the Friday due date, and the sixth valuation date prior to the Saturday or Sunday due dates. B-2 34 ANNUITY UNIT VALUE The value of an Annuity Unit for each Division was established at $1.00 as of the date operations began for that Division. The value of an Annuity Unit on any later date varies to reflect the investment experience of the Division, the Assumed Investment Rate on which the annuity rate tables are based, and the deduction for mortality rate and expense risks assumed by Northwestern Mutual Life. The Annuity Unit value for each Division on any valuation date is determined by multiplying the Annuity Unit value on the immediately preceding valuation date by two factors: (a) the net investment factor for the current period for the Division; and (b) an adjustment factor to neutralize the Assumed Investment Rate used in calculating the annuity rate tables. ILLUSTRATIONS OF VARIABLE ANNUITY PAYMENTS To illustrate the manner in which variable annuity payments are determined consider this example. Item (4) in the example shows the applicable monthly payment rate for an annuitant, adjusted age 65, who has elected a life annuity Payment Plan with a certain period of 10 years with an Assumed Investment Rate of 3-1/2% (Plan 2, as described in the prospectus). The example is for a Contract with sex-distinct rates. (1) Assumed number of Accumulation Units in Balanced Division on maturity date ....................................... 25,000 (2) Assumed Value of an Accumulation Unit in Balanced Division at maturity............................................. $2.000000 (3) Cash Value of Contract at maturity, (1) X (2)............................. $50,000 (4) Assumed applicable monthly payment rate per $1,000 from annuity rate table............................................ $5.35 (5) Amount of first payment from Balanced Division, (3) X (4) divided by $1,000............................................... $267.50 (6) Assumed Value of Annuity Unit in Balanced Division at maturity............................................. $1.500000 (7) Number of Annuity Units credited in Balanced Division, (5) divided by (6)..................................... 178.33
The $50,000 value at maturity provides a first payment from the Balanced Division of $267.50, and payments thereafter of the varying dollar value of 178.33 Annuity Units. The amount of subsequent payments from the Balanced Division is determined by multiplying 178.33 units by the value of an Annuity Unit in the Balanced Division on the applicable valuation date. For example, if that unit value is $1.501000, the monthly payment from the Division will be 178.33 multiplied by $1.501000, or $267.68. However, the value of the Annuity Unit depends entirely on the investment performance of the Division. Thus in the example above, if the net investment rate for the following month was less than the Assumed Investment Rate of 3-1/2%, the Annuity Unit would decline in value. If the Annuity Unit value declined to $1.499000 the succeeding monthly payment would then be 178.33 X $1.499000, or $267.32. For the sake of simplicity the foregoing example assumes that all of the Annuity Units are in the Balanced Division. If there are Annuity Units in two or more Divisions, the annuity payment from each Division is calculated separately, in the manner illustrated, and the total monthly payment is the sum of the payments from the Divisions. B-3 35 VALUATION OF ASSETS OF THE ACCOUNT The value of Portfolio or Fund shares held in each Division of the Account at the time of each valuation is the redemption value of such shares at such time. If the right to redeem shares of a Portfolio or Fund has been suspended, or payment of redemption value has been postponed, for the sole purpose of computing annuity payments the shares held in the Account (and Annuity Units) may be valued at fair value as determined in good faith by the Board of Trustees of Northwestern Mutual Life. TRANSFERABILITY RESTRICTIONS Ownership of a Contract cannot be changed or the Contract sold, assigned or pledged as collateral for a loan, or for any other purpose, to any person other than Northwestern Mutual Life; except, that if the Owner of the Contract is a trustee of an employee trust qualified under the Code, or the custodian of a custodial account treated as such, it may transfer the Contract to a successor trustee or custodian. In addition, the trustee or custodian, as well as the employer under a qualified non-trusted pension plan, may assign the Contract to an employee upon termination of employment. EXPERTS The financial statements of the Account as of December 31, 1999 and for each of the two years in the period ended December 31, 1999 and of Northwestern Mutual Life as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 included in this Statement of Additional Information have been so included in reliance on the reports of PricewaterhouseCoopers LLP, independent accountants, 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. B-4 36 Pages B-5 through B-11 are reserved for pages through from the December 31, 1999 Annual Report for NML Variable Annuity Account A. B-5 37 B-6 38 B-7 39 B-8 40 B-9 41 B-10 42 B-11 43 FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE The following financial statements of Northwestern Mutual Life should be considered only as bearing upon the ability of Northwestern Mutual Life to meet its obligations under the Contracts. (pages B-12 through B-25 are reserved for the 12/31/99 Consolidated Financial Statements of The Northwestern Mutual Life insurance Company) The accompanying notes are an integral part of the financial statements B-12 44 TABLE OF CONTENTS
PAGE ---- DISTRIBUTION OF THE CONTRACTS...................................................................................B-2 DETERMINATION OF ANNUITY PAYMENTS...............................................................................B-2 Amount of Annuity Payments.............................................................................B-2 Annuity Unit Value.....................................................................................B-3 Illustrations of Variable Annuity Payments.............................................................B-3 VALUATION OF ASSETS OF THE ACCOUNT..............................................................................B-4 TRANSFERABILITY RESTRICTIONS....................................................................................B-4 EXPERTS.........................................................................................................B-4 FINANCIAL STATEMENTS OF THE ACCOUNT.............................................................................B-5 (for the two years ended December 31, 1999) REPORT OF INDEPENDENT ACCOUNTANTS..............................................................................B-11 (for the two years ended December 31, 1999) FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE...............................................................B-12 (for the three years ended December 31, 1999) REPORT OF INDEPENDENT ACCOUNTANTS..............................................................................B-25 (for the three years ended December 31, 1999)
B-26 45 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements The financial statements of NML Variable Annuity Account A and The Northwestern Mutual Life Insurance Company are included in the Statement of Additional Information. NML Variable Annuity Account A (for the two years ended December 31, 1999) Statement of Assets and Liabilities Statement of Operations and Changes in Equity Notes to Financial Statements Report of Independent Accountants The Northwestern Mutual Life Insurance Company (for the three years ended December 31, 1999) Consolidated Statement of Financial Position Consolidated Summary of Operations Consolidated Statement of Changes in Surplus Consolidated Statement of Cash Flows Notes to Consolidated Statutory Financial Statements Report of Independent Accountants (b) Exhibits Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load Contract, RR.V.A. (032000) (sex neutral) Exhibit B(4)(a)(1) Flexible Payment Variable Annuity Back Load Contract, RR.V.A. (032000) (sex neutral) Exhibit B(4)(b) Variable Annuity Front Load and Back Load Contract Payment Rate Tables, RR.V.A.B (032000), included in Exhibits B(4)(a) and B(4)(a)(1) above (sex distinct) Exhibit B(4)(c) Enhanced Death Benefit for Front Load and Back Load Contracts, VA. EDB. (032000), included in Exhibits B(4)(a) and B(4)(a)(1) above Exhibit B(4)(d) Waiver of Withdrawal Charge for Back Load Contract, VA.WWC. (032000), included in Exhibit B(4)(a)(1) above Exhibit B(5) Application forms for Front Load and Back Load Contracts, included in Exhibits B(4)(a) and B(4)(a)(1) above Exhibit B(10) Consent of PricewaterhouseCoopers LLP (to be filed by amendment) Item 25. Directors and Officers of the Depositor C-1 46 The following lists include all of the Trustees, executive officers and other officers of The Northwestern Mutual Life Insurance Company as of January 1, 2000, without regard to their activities relating to variable annuity contracts 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 - ---- ---------------- R. Quintus Anderson Aarque Capital Corporation 20 West Fairmount Avenue P.O. Box 109 Lakewood, NY 14750-0109 Edward E. Barr Sun Chemical Corporation 222 Bridge Plaza South Fort Lee, NJ 07024 Gordon T. Beaham III Faultless Starch/Bon Ami Co. 1025 West Eighth Street Kansas City, MO 64101 Robert C. Buchanan Fox Valley Corporation 100 West Lawrence Street P.O. Box 727 Appleton, WI 54911 Robert E. Carlson The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 George A. Dickerman Spalding Sports Worldwide 425 Meadow Street P.O. Box 901 Chicopee, MA 01021-0901 Pierre S. du Pont Richards, Layton and Finger P.O. Box 551 1 Rodney Square Wilmington, DE 19899 James D. Ericson The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 J. E. Gallegos Gallegos Law Firm 460 St. Michaels Drive Building 300 Santa Fe, NM 87505
C-2 47 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 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 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 Guy A. Osborn Universal Foods Corp. 433 East Michigan Street Milwaukee, WI 53202 Timothy D. Proctor Diageo plc 8 Henrietta Place London W1M 9AG United Kingdom H. Mason Sizemore, Jr. The Seattle Times Fairview Avenue North and John Street P.O. Box 70 Seattle, WA 98109 Harold B. Smith, Jr. Illinois Tool Works, Inc. 3600 West Lake Avenue Glenview, IL 60625-5811 Sherwood H. Smith, Jr. Carolina Power & Light Company 411 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-3 48 John E. Steuri Advanced Thermal Technologies 2102 Riverfront Drive, Suite 120 Little Rock, AR 72202-1747 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. 100 First Street Suite 2350 San Francisco, CA 94105 Kathryn D. Wriston c/o Shearman & Sterling 599 Lexington Avenue Room 1126 New York, NY 10022
EXECUTIVE OFFICERS
Name Title - ---- ----- Deborah A. Beck Senior Vice President William H. Beckley Senior Vice President Robert J. Berdan Vice President John M. Bremer Executive Vice President, General Counsel & Secretary Peter W. Bruce Executive Vice President Robert E. Carlson Executive Vice President and Trustee Steven T. Catlett Vice President Mark G. Doll Senior Vice President Thomas E. Dyer Vice President James D. Ericson President and Chief Executive Officer, Trustee Richard L. Hall Senior Vice President William C. Koenig, FSA Senior Vice President and Chief Actuary Gary E. Long Vice President and Controller Susan A. Lueger Vice President Meridee J. Maynard Vice President Donald L. Mellish Senior Vice President Bruce L. Miller Senior Vice President Gregory C. Oberland Vice President Barbara F. Piehler Vice President James F. Reiskytl Vice President Mason G. Ross Senior Vice President John E. Schlifske Vice President Leonard F. Stecklein Senior Vice President - Policyowner Services Frederic H. Sweet Senior Vice President J. Edward Tippetts Vice President Martha M. Valerio Vice President W. Ward White Vice President Walt J. Wojcik Senior Vice President
C-4 49 Edward J. Zore Executive Vice President
OTHER OFFICERS
Name Title - ---- ----- John M. Abbott Associate Director - Benefits Research Carl G. Amick Director - Disability Benefits Thomas R. Anderson Vice President - Marketing Maria J. Avila Assistant Controller Michael J. Backus Associate Director - Information Systems John E. Bailey Senior Actuary Nicholas H. Bandow Assistant Director - Information Systems Lynn F. Bardele Assistant Director - Field Training & Development Margaret A. Barkley Assistant Director Walter L. Barlow Assistant Director - Education Rebekah B. Barsch Director - NML Foundation Sandra L. Barton Assistant Director - Marketing Bradford P. Bauer Assistant Director - Advanced Marketing Beth M. Berger Assistant General Counsel & Assistant Secretary Frederick W. Bessette Assistant General Counsel & Assistant Secretary Carrie L. Bleck Assistant Director D. Rodney Bluhm Assistant General Counsel Jessica J. Borgmann Assistant Director - Agency Recruiting Willette Bowie Employee Relations Director Martin R. Braasch Director - Underwriting Standards & Services Patricia R. Braeger Associate Director - Information Systems James A. Brewer Investment Research Officer William J. Buholzer Employee Relations Director Michael S. Bula Assistant General Counsel Jerry C. Burg Associate Director - Field Benefits Pency P. Byhardt Assistant Director - New Business Gregory B. Bynan Director - Corporate Services Kim M. Cafaro Assistant General Counsel & Assistant Secretary John E. Cain Assistant Director - Life Benefits Gwen C. Canady Assistant Director-Mutual Funds Shanklin B. Cannon, M.D. Medical Director - Life Products/Research Terese J. Capizzi Assistant Director Kurt P. Carbon Assistant Regional Director John P. Carrick Assistant Director - Investment Services Michael G. Carter Assistant General Counsel & Assistant Secretary William W. Carter Associate Actuary John E. Caspari Assistant Director - Advertising & Corporate Information Walter J. Chossek Associate Controller Thomas R. Christenson Director - Advanced Marketing Eric P. Christophersen Associate Director Alan E. Close Associate Controller Carolyn M. Colbert Assistant Director - New Business Margaret Winter Combe Director - Corporate Development
C-5 50 Virginia A. Corwin Assistant Director - New Business Barbara E. Courtney Associate Director - Mutual Funds Dennis J. Darland Assistant Director - Disability Income Thomas H. Davis Associate Director - Information Systems Nicholas De Fino Assistant Director Carol A. Detlaf Director - Annuity Administration Colleen Devlin Assistant Director - Communications Glen W. DeZeeuw Director - Agency Services Joseph Dobering, III Director - Underwriting Standards & Services Jennifer L. Docea Actuary Lisa C. Dodd Actuary Richard P. Dodd Assistant Director - Agency Daniel C. Dougherty Director - Personal Markets Margaret T. Dougherty Assistant Director - Information Systems John R. Dowell Director - Workforce Diversity William O. Drehfal Assistant Director - Media Services Steven J. Dryer Associate Director Jeffrey S. Dunn Vice President John E. Dunn Assistant General Counsel & Assistant Secretary Somayajulu Durvasula Associate Director - Field Financial James R. Eben Assistant General Counsel & Assistant Secretary Magda El Sayed Assistant Director - Information Systems Michael S. Ertz Assistant Director - Advanced Marketing Thomas F. Fadden Assistant Director - Information Systems Christina H. Fiasca Director - Policyowner Services Zenia J. Fieldbinder Assistant Director - Annuity Accumulation Richard F. Fisher Senior Actuary Dennis J. Fitzpatrick Director - Advanced Marketing Jon T. Flaschner Director - Policyowner Services Kate M. Fleming Assistant General Counsel & Assistant Secretary Carol J. Flemma Assistant Director - Marketing John E. Fobes II Assistant Director - Agency Services Donald Forecki Investment Officer Phillip B. Franczyk Vice President Stephen H. Frankel Vice President Anne A. Frigo Assistant Director - New Business Richard R. Garthwait Vice President - Field Financial David L. Georgenson Director - Agent Development Timothy L. Gergens Financial Officer Paulette A. Getschman Assistant Director - Policyowner Services James W. Gillespie Vice President Walter M. Givler Director - Corporate Services Robert P. Glazier Director - New Business Robert K. Gleeson, M.D. Vice President - Medical Director Mark J. Gmach Director - Agency Jason G. Goetze Assistant Director - Marketing David Lee Gosse Assistant Director - Disability Benefits William F. Grady Director of Field Finances John M. Grogan Director - Disability Income Thomas C. Guay Director - Field Financial Gerald A. Haas Assistant Director - Information Systems
C-6 51 Patricia Ann Hagen Assistant Director - Information Systems Ronald D. Hagen Vice President Lori A. Hanes Director - Human Resources William M. Harris Assistant Regional Director - South Dennis R. Hart Assistant Director - Agent Development James C. Hartwig Vice President - Advanced Marketing Paul F. Heaton Assistant General Counsel & Assistant Secretary William L. Hegge Associate Director of Telecommunications Wayne F. Heidenreich Medical Director Jacquelyn F. Heise Associate Director - Information Systems Robert L. Hellrood Director - New Business Herbert F. Hellwig Assistant Director - Personal Markets Jane A. Herman Director - Term Upgrade Gary M. Hewitt Vice President & Treasurer Donna R. Higgins Associate Director - Information Systems David L. Hilbert Investment Officer Karla D. Hill Human Resource Officer Susan G. Hill Assistant Director John D. Hillmer Assistant Director - Information Systems Hugh L. Hoffman Assistant Director - Information Systems Richard S. Hoffmann Director - Audit Terence J. Holahan Assistant Director - Long Term Care Sales Bruce Holmes Associate Actuary Elizabeth S. Idleman Assistant General Counsel & Assistant Secretary Scott C. Iodice Assistant Director - Agency Joseph P. Jansky Assistant Director - Corporate Planning Michael D. Jaquint Assistant Actuary Dolores A. Juergens Associate Director of Restaurant Operations Mark Kaprelian Assistant General Counsel & Assistant Secretary Marilyn J. Katz Assistant Director - Medical Consultants John C. Kelly Associate Controller Kevin C. Kennedy Assistant Director - Architecture James B. Kern Regional Director - Central Region Donald C. Kiefer Vice President Jason T. Klawonn Assistant Actuary Allen B. Kluz Director - Field Financial Beatrice C. Kmiec Assistant Regional Director - East James A. Koelbl Assistant General Counsel & Assistant Secretary John L. Kordsmeier Director - Policyowner Services Robert J. Kowalsky Chief Architect Carol L. Kracht Assistant General Counsel & Assistant Secretary Martha Krawczak Officer - Life and Disability Jeffrey J. Krygiel Assistant Actuary Todd L. Laszewski Associate Actuary Patrick J. Lavin Director - Disability Benefits James L. Lavold Associate Director - Meetings Elizabeth J. Lentini Assistant General Counsel & Assistant Secretary Sally Jo Lewis Assistant General Counsel & Assistant Secretary Mark P. Lichtenberger Associate Director - LINK Technical Planning Paul E. Lima Vice President-International Insurance Operations Steven M. Lindstedt Assistant Director - Information Systems
C-7 52 Melissa C. Lloyd Assistant Director - Advanced Marketing James Lodermeier Assistant Director - Tax Planning George R. Loxton Assistant General Counsel & Assistant Secretary Mary M. Lucci Director - New Business Christine M. Lucia Human Resources Officer Mark J. Lucius Corporate Information Officer Merrill C. Lundberg Assistant General Counsel & Assistant Secretary Jon K. Magalska Associate Actuary Jean M. Maier Vice President - Life Benefits Joseph Maniscalco Associate Director - Information Systems Raymond J. Manista Assistant General Counsel & Assistant Secretary Steven C. Mannebach Assistant Director - Field Financial Services Jeffrey S. Marks Multi Life, Research & Reinsurance Officer Steve Martinie Assistant General Counsel & Assistant Secretary Ted A. Matchulat Actuarial Products Officer Shawn P. Mauser Assistant Director - Personal Markets Margaret McCabe Director - Policy Benefits Systems Richard A. McComb Director - Human Resources William L. McCown Vice President & Investment Counsel Paul E. McElwee Assistant General Counsel & Assistant Secretary James L. McFarland Assistant General Counsel & Assistant Secretary Daniel E. McGinley Director - Management Development Allan J. McDonell Assistant Director - Equity Compliance Mark J. McLennon Assistant Director Arthur J. Mees Jr. Assistant Actuary Robert J. Meiers Ad Valorem Tax Manager Larry S. Meihsner Assistant General Counsel & Assistant Secretary Robert G. Meilander Vice President Richard E. Meyers Assistant General Counsel Patricia A. Michel Assistant Director - Policyowner Services Jay W. Miller Vice President & Tax Counsel Sara K. Miller Vice President Jill Mocarski Associate Medical Director Tom M. Mohr Director of Policyowner Services - South Richard C. Moore Associate Actuary Scott J. Morris Assistant General Counsel & Assistant Secretary Sharon A. Morton Investment Officer Adrian J. Mullin Assistant Director - Personal Markets Timothy P. Murphy Assistant Director-Marketing Randolph J. Musil Assistant Director - Advanced Marketing John E. Muth Assistant Director - Advanced Marketing David K. Nelson Assistant General Counsel Ronald C. Nelson Director Timothy Nelson Assistant Director - Marketing Leon W. Nesbitt Vice President-Agency Karen M. Niessing Director - Policyowner Services Daniel J. O'Meara Director - Field Financial Mary Joy O'Meara Assistant Director - Advanced Marketing Kathleen A. Oman Associate Director - Information Systems Thomas A. Pajewski Investment Research Officer Arthur V. Panighetti Director - Tax Planning
C-8 53 Christen L. Partleton Associate Director - Policyowner Services Jeffrey L. Pawlowski Assistant Director - Agency Development David W. Perez Assistant General Counsel Judith L. Perkins Assistant General Counsel & Assistant Secretary Wilson D. Perry Assistant General Counsel & Assistant Secretary Gary N. Peterson Actuary John C. Peterson Director of Policyowner Services - West Harvey W. Pogoriler Assistant General Counsel Randolph R. Powell, M.D. Medical Director Mark A. Prange Associate Director - Information Systems Brian R. Pray Assistant Regional Director - New Business Thomas O. Rabenn Assistant General Counsel & Assistant Secretary David R. Remstad Senior Actuary David R. Retherford Assistant Director of New Business - Central Stephen M. Rhode Assistant Director - Qualified Benefits Richard R. Richter Vice President Daniel A. Riedl Assistant General Counsel Marcia Rimai Vice President - Litigation Counsel Kathleen M. Rivera Vice President - Insurance Counsel Faith B. Rodenkirk Assistant Director - Group Marketing James S. Rolfsmeyer Assistant Director - Information Systems Lora A. Rosenbaum Director - New Business Robert K. Roska Associate Director - Information Systems Sue M. Roska Director - Systems and Services Harry L. Ruppenthal Director of Policyowner Services - East Stephen G. Ruys Assistant Director - Information Systems Rose Kordich Sasich Assistant Director of Systems Mary Ann Schachtner Director - Field Training & Development Linda Ann Schaefer Assistant Director - Marketing Timothy G. Schaefer Assistant Director - Investment Services Architecture Thomas F. Scheer Assistant General Counsel & Assistant Secretary Carlen A. Schenk Associate Director Jane A. Schiltz Vice President - Disability Income Kathleen H. Schluter Assistant General Counsel & Assistant Secretary Calvin R. Schmidt Associate Director - Information Systems Rodd Schneider Assistant General Counsel & Assistant Secretary Sarah R. Schneider Assistant Director - Corporate Project John O. Schnorr Assistant Director Margaret R. Schoewe Vice President - Information Systems John F. Schroeder Associate Director of Field Office Real Estate Donna L. Schwartz Assistant Director - Customer Service Melva T. Seabron Director - Corporate Services Norman W. Seguin, II Investment Officer - Ad Valorem Taxes Catherine L. Shaw Assistant General Counsel & Assistant Secretary John E. Sheaffer, Jr. Assistant Director - Agent Development Janet Z. Silverman Director - New Business Stephen M. Silverman Assistant General Counsel David W. Simbro Managing Director - Life Marketing Paul W. Skalecki Associate Actuary Cynthia S. Slavik Assistant Director - Environmental Engineer Landon T. Smith Assistant Director - Replacements
C-9 54 Mark W. Smith Assistant General Counsel & Assistant Secretary Warren L. Smith, Jr. Investment Officer - Architecture Steven W. Speer Director - Annuity & Mutual Fund Marketing Robert J. Spellman, M.D. Vice President & Chief Medical Director Steve P. Sperka Assistant Actuary Mark A. Stalsberg Assistant Director - Agency Barbara J. Stansberry Director - New Business Bonnie L. Steindorf Director - Department Operations Steven H. Steidinger Assistant Director - Marketing Karen J. Stevens Assistant General Counsel & Assistant Secretary Steven J. Stribling Associate Actuary Stephen J. Strommen Associate Actuary Theodore H. Strupp Assistant Director Daniel J. Suprenant Director - Group Disability Marketing Victoria A. Sweigart Human Resources Officer Rachel L. Taknint Assistant General Counsel & Assistant Secretary Thomas Talajkowski Assistant Director - Tax Compliance Paul B. Tews Director - Investment Planning Deanna L. Tillisch Assistant Director - Media Relations Susan M. Tompkins Director - Agency Thomas W. Towers Associate Director - Public Relations Gloria E. Tracy Assistant Director - Marketing Linda K. Tredupp Assistant Director - Information Systems Chris G. Trost Associate Actuary Mark J. Van Cleave Assistant Director of Marketing Research Michael T. Van Grinsven Assistant Director - Management Development Mary Beth Van Groll Vice President - Information Systems Gloria J. Venski Associate Director - Disability Benefits Janine L. Wagner Assistant Director - Investment Services Scott E. Wallace Assistant Director - Projects Hal W. Walter Vice President P. Andrew Ware Vice President Mary L. Wehrle-Schnell Associate Director - Information Systems Daniel T. Weidner Assistant Director - Information Systems Joel S. Weiner Assistant Medical Director Ronald J. Weir Associate Director - Information Systems Kenneth R. Wentland Assistant Director of Policyowner Services - East David B. Wescoe Vice President to President Sandra D. Wesley Associate Director of Special Projects Catherine A. Wilbert Assistant General Counsel & Assistant Secretary David L. Wild Director - Corporate Services Donald R. Wilkinson Vice President - Agency Jeffrey B. Williams Risk Manager John K. Wilson Director - Personal Markets Penelope A. Woodcock Associate Director - Benefit Systems Richard W. Woody Assistant Director - Agency Stanford A. Wynn Assistant Director - Advanced Marketing Catherine M. Young Assistant General Counsel & Assistant Secretary Michael L. Youngman Vice President - Legislative Representative James A. Youngquist Associate Actuary Richard S. Zakrzewski Associate Research Officer
C-10 55 John Zao Assistant Director - Information Systems Diana M. Zawada Associate Director Rick T. Zehner Director - Corporate Planning Patricia A. Zimmermann Investment Officer - Real Estate Systems Ray Zimmermann Director - LINK Information Network Philip R. Zwieg Vice President - Technical Support Robert E. Zysk Director - Tax Compliance
The business addresses for all of the executive officers and other officers is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Item 26. Persons Controlled By or Under Common Control with the Depositor or Registrant The subsidiaries of The Northwestern Mutual Life Insurance Company ("Northwestern Mutual Life"), as of August 31, 1999 are set forth on pages C-12 and C-13. In addition to the subsidiaries set forth pages on C-12 and C-13, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual Life: 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 Insurance Funds (the "Funds"), shown on page C-12 as subsidiaries of Northwestern Mutual Life, 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 Life 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-11 56 NML CORPORATE STRUCTURE* (AS OF AUGUST 31, 1999) THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY General Account NML Variable Annuity Account A NML Variable Annuity Account B NML Variable Annuity Account C NML Group Annuity Separate Account NML Variable Life Account Eiger Corporation - 100% Frank Russell Company and its subsidiaries - 100% Bradford, Inc. 100% NML/Tallahassee, Inc. - 100% Northwestern Investment Management Company - 100% Northwestern Mutual Las Vegas, Inc. - 100% Northwestern Long Term Care Insurance Company - 100% Northwestern International Holdings, Inc. - 100% Northwestern Foreign Holdings B.V. - 100% Saskatoon Centre, Limited (inactive) - 100% Northwestern Mutual Series Fund, Inc. (and its 11 portfolios) - 100% Russell Insurance Funds (and its 5 funds) - 70.8% Mason Street Funds, Inc. (and its 11 funds) - 77.03% MGIC Investment Corporation - 10.5%. MGIC holds 100% of the voting stock of the following: Mortgage Guaranty Reinsurance Corporation, MGIC, MGIC Reinsurance Corporation of Wisconsin, MGIC Mortgage Insurance Corporation, and various subsidiaries. Baird Financial Corporation - 80%. Baird Financial Corporation holds 83% of the voting stock of Robert W. Baird & Co., Incorporated and various subsidiaries. Northwestern Mutual Investment Services, LLC - 100% Northwestern Reinsurance Holdings N.V. - 100% Northwestern Financial Group LLC - 100% NML REAL ESTATE HOLDINGS, LLC - 100% The Grand Avenue Corporation - 98.54% Burgundy, Inc. - 100% Marina Pacific, Ltd. - 100% Amber, Inc. - 100% Solar Resources, Inc. - 100% Olive, Inc. - 100% Rocket Sports, Inc. (inactive) - 100% Bayridge, Inc. - 100% Summit Sports, Inc. - 100% Ryan, Inc. - 100% Greenway Sports, Inc. - 100% Pembrook, Inc. - 100% RE Corporation - 100% PBClub, Inc. - 100% INV Corp. - 100% Diversey, Inc. - 100% Buffalo Promotions, Inc. - 100% Larkin, Inc. - 100% NW Greenway #1 (inactive) - 100% Russet, Inc. - 100% NW Greenway #9 - 100% Logan, Inc. - 100% Mitchell, Inc. - 100% Cass Corporation - 100%
*Except for MGIC Investment Corporation and its subsidiaries, includes all NML mutual funds and other corporations of which more than 50% ownership is controlled by NML. C-12 57 NML CORPORATE STRUCTURE, CONTINUED* (AS OF AUGUST 31, 1999) NML SECURITIES HOLDINGS, LLC-100% NW Pipeline, Inc. - 100% Kristina International Sales, Inc. - 100% Painted Rock Development Corporation - 100% NML/Mid Atlantic, Inc. - 100% NML Development Corporation - 100% Stadium and Arena Management, Inc. - 100% Carlisle Ventures, Inc. - 100% Park Forest Northeast, Inc. - 100% Travers International Sales, Inc. - 100% Highbrook International Sales, Inc. - 100% Elderwood International Sales, Inc. - 100% Mallon International Sales, Inc. - 100% Higgins, Inc. - 100% Hobby, Inc. - 100% Baraboo, Inc. - 100% Elizabeth International Sales, Inc. - 100% Sean International Sales, Inc. - 100% Alexandra International Sales, Inc. - 100% Brian International Sales, Inc. - 100% Jack International Sales, Inc. - 100% Brendan International Sales, Inc. - 100% Justin International FSC, Inc. - 100% Mason & Marshall, Inc. - 100% North Van Buren, Inc. - 100% Northwestern Mutual Life International, Inc. - 100% White Oaks, Inc. - 100% Hazel, Inc. - 100% Maroon, Inc. - 100% Coral, Inc. - 100% Lydell, Inc. - 100% Klode, Inc. - 100% Chateau, Inc. - 100% Lake Bluff, Inc. - 100% Nicolet, Inc. - 100% Tupelo, Inc. - 100% KerryAnne International Sales, Inc. - 100% Regina International Sales, Inc. - 100%
*Except for MGIC Investment Corporation and its subsidiaries, includes all NML mutual funds and other corporations of which more than 50% ownership is controlled by NML. C-13 58 Item 27. Number of Contract Owners As of December 31, 1999, 16,950 variable annuity contracts issued in connection with NML Variable Annuity Account A were outstanding. All such contracts were issued as contracts for plans qualifying for special treatment under various provisions of the Internal Revenue Code. Item 28. Indemnification That portion of the By-laws of Northwestern Mutual Life relating to indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual Life, amended by resolution and previously filed as an exhibit to the Registration Statement. Item 29. Principal Underwriters (a) Northwestern Mutual Investment Services, LLC ("NMIS"), the broker-dealer subsidiary of Northwestern Mutual Life, 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 and Northwestern Mutual Variable Life Account, separate investment accounts of Northwestern Mutual Life registered under the Investment Company Act of 1940 as unit investment trusts. In addition NMIS is the investment adviser for Northwestern Mutual Series Fund, Inc. (b) The directors and officers of NMIS are as follows:
Name Position - ---- --------- Maria J. Avila Assistant Treasurer Barbara Bay Assistant Director, Equity Compliance, NMIS Office of Supervisory Jurisdiction Deborah A. Beck Director and Vice President, Variable Life Administration William H. Beckley Executive Vice President, Sales Peter W. Bruce Director Robert E. Carlson Director Thomas A. Carroll Vice President - Common Stocks Walter J. Chossek Treasurer Barbara E. Courtney Assistant Treasurer Jefferson V. De Angelis Vice President - Fixed Income Securities Mark G. Doll Executive Vice President, Investment Advisory Services James R. Eben Assistant Secretary Richard L. Hall Vice President, Variable Life Marketing Lisa M. Heise Assistant Director, Equity Compliance, NMIS Office of Supervisory Jurisdiction Laila V. Hick Assistant Director, Equity Compliance, NMIS Office of Supervisory Jurisdiction Beatrice C. Kmiec Assistant Vice President, Variable Life Administration Merrill C. Lundberg Secretary Meridee J. Maynard President and CEO Allan J. McDonell Vice President and Chief Compliance Officer Ignatius L. Smetek Vice President - Common Stocks Leonard F. Stecklein Vice President - Trust Services Steven P. Swanson Vice President
C-14 59 Carla A. Thoke Director, Equity Compliance, NMIS Office of Supervisory Jurisdiction J. Edwards Tippetts Vice President, Sales Support Julie Van Cleave Vice President - Common Stocks Patricia L. Van Kampen Vice President - Common Stocks William R. Walker Vice President Robert J. Ziegler Assistant Treasurer Edward J. Zore Director
The address for each director and officer of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. (c) During 1999 life insurance agents of Northwestern Mutual Life who are also registered representatives of NMIS received commissions, including general agent overrides, in the aggregate amount of $2,679,128 for sales of variable annuity contracts, and interests therein, issued in connection with the Registrant. NMIS received compensation for its investment advisory services from Northwestern Mutual Series Fund, Inc., the investment company in which assets of the Registrant are invested. Item 30. 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 Life at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. Item 31. Management Services There are no 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 32. Undertakings (a) The Registrant undertakes to file a post-effective amendment to this Registration Statement as frequently as is necessary to ensure that the audited financial statements in the Registration Statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted. (b) The Registrant undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information. (c) The Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. (d) Reference is made to the indemnification provisions disclosed in response to Item 28. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the registered securities, the Registrant C-15 60 will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. C-16 61 SIGNATURES As required by the Securities Act of 1933, the Registrant, NML Variable Annuity Account A, has duly caused this Amended Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the 27th day of January, 2000. NML VARIABLE ANNUITY ACCOUNT A (Registrant) By THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) Attest: JOHN M. BREMER By:JAMES D.ERICSON ------------------------------ ---------------------------------- John M. Bremer, Executive Vice James D. Ericson, President President, General Counsel and Chief Executive Officer and Secretary As required by the Securities Act of 1933, this Amended Registration Statement has been signed by the depositor on the 27th day of January, 2000. THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (Depositor) Attest: JOHN M. BREMER By:JAMES D. ERICSON ------------------------------- ---------------------------------- John M. Bremer, Executive Vice James D. Ericson, President President, General Counsel and Chief Executive Officer and Secretary As required by the Securities Act of 1933, this Amended Registration Statement has been signed by the following persons in the capacities with the depositor and on the dates indicated: Signature Title - --------- ----- Trustee, President and JAMES D. ERICSON Principal Executive and - ----------------------------------------- Financial Officer James D. Ericson GARY E. LONG Vice President, Controller - ----------------------------------------- and Principal Accounting Gary E. Long Officer HAROLD B. SMITH* Trustee Dated - ----------------------------------------- January 27, 2000 Harold B. Smith C-17 62 J. THOMAS LEWIS* Trustee - ---------------------------------------- J. Thomas Lewis PATRICIA ALBJERG GRAHAM* Trustee - ---------------------------------------- Patricia Albjerg Graham* R. QUINTUS ANDERSON* Trustee - ---------------------------------------- R. Quintus Anderson STEPHEN F. KELLER* Trustee - ---------------------------------------- Stephen F. Keller PIERRE S. du PONT* Trustee - ---------------------------------------- Pierre S. du Pont J. E. GALLEGOS* Trustee Dated - ---------------------------------------- January 27, 2000 J. E. Gallegos KATHRYN D. WRISTON* Trustee - ---------------------------------------- Kathryn D. Wriston BARRY L. WILLIAMS* Trustee - ---------------------------------------- Barry L. Williams GORDON T. BEAHAM III* Trustee - ---------------------------------------- Gordon T. Beaham III DANIEL F. McKEITHAN, JR.* Trustee - ---------------------------------------- Daniel F. McKeithan, Jr. ROBERT E. CARLSON* Trustee - ---------------------------------------- Robert E. Carlson EDWARD E. BARR* Trustee - ---------------------------------------- Edward E. Barr ROBERT C. BUCHANAN* Trustee - ---------------------------------------- Robert C. Buchanan C-18 63 SHERWOOD H. SMITH, JR.* Trustee - ---------------------------------------- Sherwood H. Smith, Jr. H. MASON SIZEMORE, JR.* Trustee - ---------------------------------------- H. Mason Sizemore, Jr. JOHN J. STOLLENWERK* Trustee - ---------------------------------------- John J. Stollenwerk GEORGE A. DICKERMAN* Trustee - ---------------------------------------- George A. Dickerman GUY A. OSBORN* Trustee Dated - ---------------------------------------- January 27, 2000 Guy A. Osborn JOHN E. STEURI* Trustee - ---------------------------------------- John E. Steuri STEPHEN N. GRAFF* Trustee - ---------------------------------------- Stephen N. Graff BARBARA A. KING* Trustee - ---------------------------------------- Barbara A. King TIMOTHY D. PROCTOR* Trustee - ---------------------------------------- Timothy D. Proctor PETER M. SOMMERHAUSER Trustee - ---------------------------------------- Peter M. Sommerhauser *By: JAMES D. ERICSON ------------------------------------ James D. Ericson, Attorney in Fact, pursuant to the Power of Attorney attached hereto C-19 64 POWER OF ATTORNEY The undersigned Trustees of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY hereby constitute and appoint James D. Ericson and Robert E. Carlson, or either of them, their true and lawful attorneys and agents to sign the names of the undersigned Trustees to (1) the registration statement or statements to be filed under the Securities Act of 1933 and to any instrument or document filed as part thereof or in connection therewith or in any way related thereto, and any and all amendments thereto in connection with variable contracts issued or sold by The Northwestern Mutual Life Insurance Company or any separate account credited therein and (2) the Form 10-K Annual Report or Reports of The Northwestern Mutual Life Insurance Company and/or its separate accounts for its or their fiscal year ended December 31, 1999 to be filed under the Securities Exchange Act of 1934 and to any instrument or document filed as part thereof or in connection therewith or in any way related thereto, and any and all amendments thereto. "Variable contracts" as used herein means any contracts providing for benefits or values which may vary according to the investment experience of any separate account maintained by The Northwestern Mutual Life Insurance Company, including variable annuity contracts and variable life insurance policies. Each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 28th day of July, 1999. R. QUINTUS ANDERSON Trustee -------------------------------- R. Quintus Anderson EDWARD E. BARR Trustee -------------------------------- Edward E. Barr GORDON T. BEAHAM III Trustee -------------------------------- Gordon T. Beaham III ROBERT C. BUCHANAN Trustee -------------------------------- Robert C. Buchanan ROBERT E. CARLSON Trustee -------------------------------- Robert E. Carlson GEORGE A. DICKERMAN Trustee -------------------------------- George A. Dickerman C-20 65 PIERRE S. du PONT Trustee -------------------------------- Pierre S. du Pont JAMES D. ERICSON Trustee -------------------------------- James D. Ericson J. E. GALLEGOS Trustee -------------------------------- J. E. Gallegos STEPHEN N. GRAFF Trustee -------------------------------- Stephen N. Graff PATRICIA ALBJERG GRAHAM Trustee -------------------------------- Patricia Albjerg Graham STEPHEN F. KELLER Trustee -------------------------------- Stephen F. Keller BARBARA A. KING Trustee -------------------------------- Barbara A. King J. THOMAS LEWIS Trustee -------------------------------- J. Thomas Lewis DANIEL F. McKEITHAN, JR Trustee -------------------------------- Daniel F. McKeithan, Jr. GUY A. OSBORN Trustee -------------------------------- Guy A. Osborn 66 TIMOTHY D. PROCTOR Trustee -------------------------------- Timothy D. Proctor H. MASON SIZEMORE, JR. Trustee -------------------------------- H. Mason Sizemore, Jr. HAROLD B. SMITH Trustee -------------------------------- Harold B, Smith SHERWOOD H. SMITH, JR. Trustee -------------------------------- Sherwood H. Smith, Jr. PETER M. SOMMERHAUSER Trustee -------------------------------- Peter M. Sommerhauser JOHN E. STEURI Trustee -------------------------------- John E. Steuri JOHN J. STOLLENWERK Trustee -------------------------------- John J. Stollenwerk BARRY L. WILLIAMS Trustee -------------------------------- Barry L. Williams KATHRYN D. WRISTON Trustee -------------------------------- Kathryn D. Wriston C-22 67 EXHIBIT INDEX EXHIBITS FILED WITH FORM N-4 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR NML VARIABLE ANNUITY ACCOUNT A
Exhibit Number Exhibit Name - -------------- ------------ Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load Contract, RR.V.A. (032000)(sex neutral) Exhibit B(4)(a)(1) Flexible Payment Variable Annuity Back Load Contract, RR.V.A. (032000)(sex neutral) Exhibit B(4)(b) Variable Annuity Front Load and Back Load Contract Payment Rate Tables, RR.V.A.B (032000), included in Exhibits B(4)(a) and B(4)(a)(1) above (sex distinct) Exhibit B(4)(c) Enhanced Death Benefit for Front Load and Back Load Contracts, VA. EDB.(032000), included in Exhibits B(4)(a) and B(4)(a)(1) above Exhibit B(4)(d) Waiver of Withdrawal Charge for Back Load Contract, VA.WWC. (032000), included in Exhibit B(4)(a)(1) above Exhibit B(5) Application forms for Front Load and Back Load Contracts, included in Exhibits B(4)(a) and B(4)(a)(1) above Exhibit B(10) Consent of PricewaterhouseCoopers LLP (to be filed by amendment)
EX-99.B.(4).(A) 2 FLEXIBLE PAYMENT VARIABLE ANNUITY FRONT LOAD CONT. 1 EXHIBIT B(4)(a) The Northwestern Mutual Life Insurance Company agrees to pay the benefits provided in this contract, subject to its terms and conditions. Signed at Milwaukee, Wisconsin on the Issue Date. (signed) President and CEO Secretary FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A Net Purchase Payments accumulated in a Separate Account, assets of which are invested in shares of one or more mutual funds, or Guaranteed Interest Fund. Contract benefits payable in one sum or as variable or guaranteed monthly income. Variable Payment Plan benefits described in Section 11. Participating. AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. RIGHT TO RETURN CONTRACT. Please read this contract carefully. The Owner may return the contract for any reason within ten days after receiving it. Return of the contract is effective on the date written notice of the return is delivered, mailed or sent by telegram to either The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or the agent who sold the contract. If returned, the contract will be cancelled and the Company will refund the sum of (a) the difference between the Purchase Payments paid and the amounts, if any, allocated to the Separate Account plus (b) the value of the Accumulation Units of the Separate Account on the effective date of return. CONTRACT NUMBER 12 345 678 PRIMARY ANNUITANT John J. Doe ISSUE DATE March 31, 2000 Sex Neutral 2 TABLE OF CONTENTS CONTRACT INFORMATION, INVESTMENT ACCOUNTS CHARGES AND FEES MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS SECTION 1. GENERAL TERMS AND DEFINITIONS SECTION 2. SEPARATE ACCOUNT o Separate Account o Accumulation Units o Net Investment Factor o Substitution and Change SECTION 3. GUARANTEED INTEREST FUND o Guaranteed Interest Fund o Accumulation Value o Transfer Restrictions o Maximum Guaranteed Interest Fund Accumulation Value o Table of Guaranteed Values SECTION 4. PURCHASE PAYMENTS, TRANSFERS AND WITHDRAWALS o Payment of Purchase Payments o Application of Purchase Payments o Selection of Investment Account for Purchase Payments o Transfer of Accumulation Value o Withdrawals and Full Surrender o Effective Date SECTION 5. BENEFITS o Maturity Benefit o Death Benefit if Annuitant is an Owner o Death Benefit if Annuitant is not an Owner SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS o Naming and Changing of Beneficiaries o Succession in Interest of Beneficiaries o Trustee as Beneficiary o General o Naming and Changing a Contingent Annuitant 3 SECTION 7. CHARGES AND FEES o Sales Load and Premium Taxes o Contract Fee SECTION 8. OWNERSHIP o The Owner o Transfer of Ownership o Naming and Changing a Successor Owner o Collateral Assignment o Voting Rights and Reports to Owners SECTION 9. THE CONTRACT o Guarantees o Valuation of Separate Account Assets o Determination of Separate Account Values o Deferment of Benefit Payments o Dividends o Incontestability o Misstatements o Entire contract; Changes o Termination of Contract. SECTION 10. PAYMENT OF CONTRACT BENEFITS o Payment of Benefits o Death Benefit o Effective Date for Payment Plan o Payment Plan Elections SECTION 11. PAYMENT PLANS o Description of Payment Plans o Allocation of Benefits o Annuity Units under Variable Payment Plans o Payments under Variable Payment Plans o Transfers Involving Variable Payment Plans o Withdrawal under Payment Plans o Naming and Changing of Beneficiaries under Payment Plans o Succession in Interest of Beneficiaries under Payment Plans o Payment Plan Rates 4 ADDITIONAL BENEFITS (IF ANY) APPLICATION ENDORSEMENTS to be made only by the Company at the Home Office 5 CONTRACT INFORMATION CONTRACT NUMBER 12 345 678 PLAN Flexible Payment Variable Annuity ADDITIONAL BENEFITS Enhanced Death Benefit TAX REPORTING CATEGORY Pension Annuity PRIMARY ANNUITANT John J. Doe AGE AND SEX 35 Male OWNER John J. Doe, the Annuitant ISSUE DATE March 31,2000 CONTRACT ANNIVERSARY March 31, 2001 and each March 31 thereafter MATURITY DATE March 31, 2050 DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant INVESTMENT ACCOUNTS On the Issue Date, Net Purchase Payments and contract values may be allocated among the following Investment Accounts. Available Separate Account Divisions are subject to change. See Section 2.1. Divisions of Separate Account A: Select Bond Division International Equity Division Money Market Division Balanced Division Index 500 Stock Division Aggressive Growth Stock Division High Yield Bond Division Growth Stock Division Growth and Income Stock Division Index 400 Stock Division Small Cap Growth Stock Division Russell Multi-Style Equity Division Russell Aggressive Equity Division Russell Non-US Division Russell Core Bond Division Russell Real Estate Securities Division Guaranteed Accounts: Guaranteed Interest Fund Page 3 6 CONTRACT NUMBER 12 345 678 CHARGES AND FEES DEDUCTION FROM PURCHASE PAYMENTS: SALES LOAD (See Section 7.1)
Total Purchase Payments Amount Deducted Paid Under the Contract From Purchase Payment First $100,000 4.5% Next $400,000 2.0% Next $500,000 1.0% Balance over $1,000,000 0.5%
PREMIUM TAX(See Section 7.1): For the first Contract Year, Premium Taxes are not deducted from Purchase Payments. After the first Contract Year, the Company may deduct Premium Taxes from Purchase Payments received or benefits paid. ANNUAL MORTALITY AND EXPENSE RISK CHARGE (See Section 2.3): 0.50% at Issue; 0.75% Maximum ANNUAL CONTRACT FEE (See Section 7.2): $30 charged on the contract anniversary. The contract fee will be waived if the Accumulation Value of the contract equals or exceeds $25,000 on the contract anniversary. ENHANCED DEATH BENEFIT CHARGE 0.10% of the Enhanced Death Benefit on each contract anniversary. TRANSFER FEE (See Sections 4.4 and 11.5): $25 beginning with the thirteenth transfer in any Contract Year. MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS MINIMUM PURCHASE PAYMENT (See Section 4.1): $25 MINIMUM ACCUMULATION VALUE (See Sections 5.2 and 9.9): $2,000 MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.1): $50 Monthly Income. Page 4 7 CONTRACT NUMBER 12 345 678 GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES The table shows minimum guaranteed values and assumes a $10,000 Purchase Payment made at the time of issue followed by subsequent $1,000 Purchase Payments made annually thereafter on each contract anniversary. The values are based on the assumption that 100% of all net Purchase Payments are allocated to, and remain in, the Guaranteed Interest Fund.
End of Contract Accumulation Cash Year March 31 Value Value 1 2001 $ 9,836 $ 9,836 2 2002 11,084 11,084 3 2003 12,369 12,369 4 2004 13,693 13,693 5 2005 15,057 15,057 6 2006 16,461 16,461 7 2007 17,908 17,908 8 2008 19,398 19,398 Age 70 2035 82,877 82,877
This table is based on the guaranteed annual effective interest rate of 3%. Higher declared rates of interest will increase values. Values shown at the end of contract years do not reflect any Purchase Payments paid on that contract anniversary. The actual guaranteed values may differ from those shown above, depending on the amount and frequency of Purchase Payments. Page 4A 8 SECTION 1. GENERAL TERMS AND DEFINITIONS ACCUMULATION UNIT A unit of measure used to determine the value of the interest of this contract in the Separate Account prior to the date on which amounts are placed under a payment plan. ACCUMULATION VALUE The Accumulation Value of a Separate Account Division is the total value of all Accumulation Units in that Division. The Accumulation Value of the Guaranteed Interest Fund is the sum of amounts applied to the fund, plus credited interest, less amounts withdrawn or transferred from the fund. The Accumulation Value of the contract is the sum of the Accumulation Values of all Investment Accounts. ANNUITANT The Primary Annuitant and, upon the death of the Primary Annuitant, the Contingent Annuitant. ANNUITY UNIT A unit of measure used to determine the amount of variable payments under a variable payment plan and the value of the interest of a variable payment plan in the Separate Account. BENEFICIARIES The term "Beneficiaries" as used in this contract includes direct beneficiaries, contingent beneficiaries and further payees. COMPANY The Northwestern Mutual Life Insurance Company. CONTINGENT ANNUITANT The person who becomes the Annuitant upon the death of an Annuitant. CONTRACT FEE An annual charge for administration expenses made on each contract anniversary prior to the Maturity Date. CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries. DIVISION A component of the Separate Account to which the Owner may allocate Net Purchase Payments and contract values. GUARANTEED INTEREST FUND The portion of the contract that is credited with a guaranteed interest rate and which is held as part of the general assets of the Company. HOME OFFICE The office of The Northwestern Mutual Life Insurance Company located at 720 East Wisconsin Avenue, Milwaukee, WI 53202. INVESTMENT ACCOUNT The Guaranteed Interest Fund and Separate Account Divisions available for allocation of Net Purchase Payments and contract values. The available Investment Accounts are listed on page 3. ISSUE DATE The date this contract is issued and becomes effective. 9 MATURITY DATE The date upon which contract benefits will become payable. If the contract is continued in force under the Optional Maturity Date provision, the Optional Maturity Date will become the Maturity Date. NET PURCHASE PAYMENT A Purchase Payment less all applicable deductions. Deductions may include the Sales Load and a Premium Tax. OPTIONAL MATURITY DATE The contract anniversary nearest the Annuitant's 90th birthday. Upon reaching the Maturity Date shown on page 3, the Owner may elect to continue the contract in force until this Optional Maturity Date. OWNER The person possessing the ownership rights stated in this contract. PORTFOLIOS Mutual funds or portfolios of mutual funds in which the assets of the Separate Account are invested. PREMIUM TAX A tax imposed by a governmental entity when Purchase Payments are received or benefits are paid. PRIMARY ANNUITANT The person upon whose life this contract is initially issued. PURCHASE PAYMENT A payment made by or on behalf of the Owner with respect to this contract. SALES LOAD A deduction made from Purchase Payments received. SEPARATE ACCOUNT NML Variable Annuity Account A. The Separate Account consists of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets and all other separate account assets of the Company. SUCCESSOR OWNER The person designated to become the Owner upon the death of the Owner, provided the Owner was not the Annuitant at the time of the Owner's death. TRANSFER FEE A deduction that is made from the amount transferred between Investment Accounts. VALUATION DATE Any day on which the assets of the Separate Account are valued. Assets are valued as of the close of trading on the New York Stock Exchange for each day the Exchange is open. 10 SECTION 2. SEPARATE ACCOUNT 2.1 SEPARATE ACCOUNT The Separate Account (NML Variable Annuity Account A) has been established by the Company. The Separate Account consists of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets and all other separate account assets of the Company. The assets of the Separate Account will not be charged with liabilities arising out of any other business the Company may conduct. Interests in the Separate Account are represented by Accumulation Units and Annuity Units, described in Sections 2.2 and 11.3, respectively. The Separate Account is comprised of the Divisions listed on page 3. The assets allocated to these Divisions are invested in shares of the corresponding Portfolios. Shares of the Portfolios are purchased for the Separate Account at their net asset value. The Company reserves the right to eliminate or add additional Divisions and Portfolios. 2.2 ACCUMULATION UNITS The interest of this contract in the Separate Account, prior to the date on which amounts become payable under a payment plan, is represented by Accumulation Units. The dollar value of Accumulation Units for each Division will increase or decrease to reflect the investment experience of the Division. The value of an Accumulation Unit on any Valuation Date is the product of: o the value on the immediately preceding Valuation Date; and o the Net Investment Factor for the period from the immediately preceding Valuation Date up to and including the current Valuation Date (the current period). 2.3 NET INVESTMENT FACTOR For each Division of the Separate Account the Net Investment Factor for the current period is one plus the net investment rate for that Division. The net investment rate for the current period is equal to the gross investment rate for the Division reduced on each Valuation Date by a Mortality and Expense Risk Charge. The charge for these risks on the Issue Date is shown on page 4. The Company may increase or decrease the charge after the Issue Date, but the Company may not increase the charge to exceed the maximum charge shown on page 4. 11 The gross investment rate for the current period for each Division is equal to a. divided by b. where: a. is: o the investment income of the Division for the current period; plus o capital gains for the period, whether realized or unrealized, on the assets of the Division; less o capital losses for the period, whether realized or unrealized, on the assets of the Division; less o deduction for any tax liability paid or reserved for by the Company resulting from the maintenance or operation of the Division; and less o any reasonable expenses paid or reserved for by the Company which result from a substitution of other securities for shares of the Portfolio(s) as set forth in Section 2.4; and b. is the value of the assets in the Division on the immediately preceding Valuation Date. The gross investment rate may be positive or negative. The deduction for any tax liability may be charged proportionately against those contracts to which the liability is attributable by a reduction in the gross investment rate for those contracts. 2.4 SUBSTITUTION AND CHANGE Pursuant to the authority of the Board of Trustees of the Company: o the assets of the Division may be invested in securities other than shares of the Portfolio(s) as a substitute for those shares already purchased or as the securities to be purchased in the future; and o the provisions of the contracts may be modified to comply with any other applicable federal or state laws. In the event of a substitution or change, the Company may make appropriate endorsement on this and other contracts having an interest in the Separate Account and take other actions as may be necessary to effect the substitution or change. Any such substitution or change will be subject to any required approval of the Commissioner of Insurance for the state of Wisconsin, and filing with the state in which this contract is issued. 12 SECTION 3. GUARANTEED INTEREST FUND 3.1 GUARANTEED INTEREST FUND Net Purchase Payments (see Section 4.2) and amounts transferred from other Investment Accounts under this contract (see Section 4.4) may be applied to the Guaranteed Interest Fund. Contract benefits placed under a variable payment plan may not be applied to the Guaranteed Interest Fund. Amounts applied to the Guaranteed Interest Fund become part of the general assets of the Company. 3.2 ACCUMULATION VALUE The Accumulation Value of the Guaranteed Interest Fund is the sum of the amounts applied to it, plus credited interest, less any amounts withdrawn or transferred from the fund. Interest begins to accrue on the effective date of the Purchase Payment or transfer (see Section 4.6). Interest will be credited at an annual effective interest rate of not less than 3%. A higher rate may be declared by the Company from time to time for a period set by the Company. 3.3 TRANSFER RESTRICTIONS Transfers of Accumulation Value from the Guaranteed Interest Fund will not be allowed for a period of 365 days following the most recent transfer of Accumulation Value from the Guaranteed Interest Fund. The maximum amount of the Accumulation Value that may be transferred from the Guaranteed Interest Fund in one transfer is limited to the greater of: o 25% of the Accumulation Value of the Guaranteed Interest Fund on the last contract anniversary preceding the transfer; and o the amount of the most recent transfer from the Guaranteed Interest Fund. However, in no event will this maximum transfer amount be less than $1,000 or greater than $50,000. Transfers of Accumulation Value into the Guaranteed Interest Fund will not be allowed for a period of 90 days following the most recent transfer of Accumulation Value from the Guaranteed Interest Fund. 3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE The Accumulation Value of the Guaranteed Interest Fund may not exceed $1,000,000 without prior consent of the Company, except when the maximum is exceeded because of interest accruing to the Guaranteed Interest Fund. 13 3.5 TABLE OF GUARANTEED VALUES Accumulation and cash values are shown on page 4A. The values are based on the assumptions stated on page 4A and are for the end of the contract years shown. Values for contract years not shown are calculated on the same basis as those shown on page 4A. Guaranteed values are at least as great as those required by the state in which this contract is delivered. SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS 4.1 PAYMENT OF PURCHASE PAYMENTS All Purchase Payments are payable at the Home Office or to an authorized agent. A receipt signed by an officer of the Company will be furnished on request. Purchase Payments may be made at any time prior to the death of an Owner and prior to the Maturity Date. Purchase Payments may be made after the death of an Owner only if the new Owner of the contract is the surviving spouse of the deceased Owner. The Owner may vary the amount of Purchase Payments, but no Purchase Payment may be less than the Minimum Purchase Payment shown on page 4. Total Purchase Payments may not exceed $5,000,000 without the consent of the Company. The Company will not accept any Purchase Payment under Section 4 unless it is a contribution under a pension or profit sharing plan which meets the requirements of Section 401 of the Internal Revenue Code of 1954, as amended, or the requirements for deduction of the employer's contribution under Section 404 (a)(2) of such code. 4.2 APPLICATION OF PURCHASE PAYMENTS Each Purchase Payment, net of the Sales Load and Premium Taxes, will be applied to one or more Investment Accounts. Net Purchase Payments applied to the Guaranteed Interest Fund will accrue interest from the effective date of the Purchase Payment. Net Purchase Payments applied to the Separate Account will provide Accumulation Units in one or more Divisions. Accumulation Units are credited as of the effective date of the Net Purchase Payment. The number of Accumulation Units will be determined by dividing the Net Purchase Payment by the value of an Accumulation Unit on the effective date. This number of Accumulation Units will not be changed by any subsequent change in the dollar value of Accumulation Units. 4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS The Owner may change the allocation of Net Purchase Payments among the Investment Accounts by written notice to the Company. Net Purchase Payments received at the Home Office on or after the date on which notice is received will be applied to the designated Investment Accounts on the basis of the new allocation. 14 4.4 TRANSFER OF ACCUMULATION VALUE Before the Maturity Date the Owner may, on request satisfactory to the Company, transfer amounts from one Investment Account to another, subject to the transfer restrictions described in Section 3.3. For transfers among the Separate Account Divisions, the number of Accumulation Units to be applied or deducted will be adjusted to reflect the respective value of the Accumulation Units in each of the Divisions on the date the transfer is effective. For transfers from the Guaranteed Interest Fund, amounts closest to expiration of an interest rate guarantee will be removed first. In the event that two amounts are equally close to expiration, the one which was applied to the Guaranteed Interest Fund earlier will be removed first. A Transfer Fee may be deducted from the amount transferred. The maximum amount of the Transfer Fee is shown on page 4. The minimum amount which may be transferred is the lesser of $100 or the entire Accumulation Value of the Investment Account from which the transfer is being made. 4.5 WITHDRAWALS AND FULL SURRENDER Before the Maturity Date the Owner may, on request satisfactory to the Company, withdraw all or a portion of the Accumulation Value of the contract. The Company may require that the Minimum Accumulation Value shown on page 4 remain after a partial withdrawal. Withdrawal of the entire value of the contract constitutes a full surrender, and receipt of the contract at the Home Office will terminate this contract. Receipt of the contract may be waived by the Company. The cash value of the amount withdrawn will be the Accumulation Value withdrawn determined as of the date the withdrawal is effective. The term "withdrawal amounts" as used in this contract includes amounts paid as full surrenders and withdrawals of a portion of the Accumulation Value of the contract. For withdrawals from the Guaranteed Interest Fund, amounts closest to expiration of an interest rate guarantee will be removed first. In the event that two amounts are equally close to expiration, the one which was applied to the Guaranteed Interest Fund earlier will be removed first. 15 4.6 EFFECTIVE DATE The effective date of a Purchase Payment, transfer, or withdrawal is the Valuation Date on which the Purchase Payment or the request for transfer or withdrawal is received at the Home Office. However, the Purchase Payment, transfer, or withdrawal will be effective on the following Valuation Date if the Purchase Payment, request for transfer or withdrawal is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. SECTION 5. BENEFITS 5.1 MATURITY BENEFIT MATURITY OPTIONS. If the Annuitant is living on the Maturity Date shown on page 3, and that Maturity Date is earlier than the contract anniversary nearest the Annuitant's 90th birthday, the Owner may elect between the following maturity options: o payment of a monthly income under a payment plan chosen by the Owner; or o deferral of the maturity benefit and continuation of this contract to the Optional Maturity Date. The contract will continue under this option if a written election for this purpose is received by the Company or if on the Maturity Date shown on page 3, the Owner has not chosen a payment plan. If the Annuitant is living on the Maturity Date and that Maturity Date is on or after the contract anniversary nearest the Annuitant's 90th birthday, the Company will pay a monthly income under a payment form chosen by the Owner. PAYMENT OF MATURITY BENEFIT. The amount of the monthly income paid as the maturity benefit will depend on the payment plan chosen (see Section 11) and the maturity value. The maturity value of this contract will be the Accumulation Value of the contract on the effective date of the maturity benefit. The maturity benefit will be effective on the Maturity Date. However, if the New York Stock Exchange is closed on the Maturity Date, the effective date will be the Valuation Date next preceding the Maturity Date. If no payment form is chosen at the time a monthly income becomes payable, payments will be made under the variable payment form of Life Income Plan (Option C), with installments certain for ten years, as described in Section 11.1. OPTIONAL MATURITY DATE. The Optional Maturity Date is the contract anniversary nearest the Annuitant's 90th birthday. If the contract is continued to the Optional Maturity Date, all contract rights of the Owner will continue in effect to the Optional Maturity Date. The Optional Maturity Date will become the Maturity Date for all other purposes of this contract. 16 5.2 DEATH BENEFIT IF ANNUITANT IS AN OWNER If the Annuitant is an Owner, the beneficiary becomes entitled to the Death Benefit upon receipt at the Home Office of satisfactory proof of the death of the Annuitant before the Maturity Date. The Death Benefit will be the Accumulation Value of the contract determined on the effective date. The effective date is the date on which proof of death is received at the Home Office. However, the effective date will be the next following Valuation Date if the proof of death is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. If the beneficiary becomes entitled to the Death Benefit due to the death of the Primary Annuitant prior to the Primary Annuitant's 75th birthday, the Death Benefit will not be less than: o total Net Purchase Payments paid under the contract; less o any amounts withdrawn under Section 4.5. As of the effective date, the Accumulation Value of the contract will be set at an amount equal to the Death Benefit. Unless a payment plan was elected by the Owner, the beneficiary automatically becomes the Owner and Annuitant of the contract. However, if the beneficiary is not a natural person and no payment plan was elected by the Owner, the beneficiary may select a natural person to be the Annuitant. If a natural person is not selected to be the Annuitant within 60 days of the date on which proof of death of the Annuitant is received at the Home Office, the Accumulation Value will be distributed to the beneficiary. If a beneficiary becomes entitled to the Death Benefit in an amount less than the Minimum Accumulation Value shown on page 4, the Accumulation Value will be distributed to the beneficiary. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6. 5.3 DEATH BENEFIT IF ANNUITANT IS NOT AN OWNER If the Annuitant is not an Owner, upon the death of the Annuitant the contract continues with the Contingent Annuitant (Section 6.5) as the new Annuitant. The Death Benefit will be the Accumulation Value of the contract determined on the effective date. The effective date is the date on which proof of death is received at the Home Office. However, the effective date will be the next following Valuation Date if the proof of death is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. 17 If the Primary Annuitant dies prior to the Primary Annuitant's 75th birthday, the Death Benefit will not be less than: o total Net Purchase Payments paid under the contract; less o any amounts withdrawn under Section 4.5. As of the effective date the Accumulation Value of the contract will be set at an amount equal to the Death Benefit. SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS 6.1 NAMING AND CHANGING OF BENEFICIARIES FOR MATURITY BENEFITS OR WITHDRAWALS BY OWNER. The Owner may name and change the beneficiaries of maturity benefits or withdrawal amounts before the Maturity Date. If no beneficiary is named by the Owner, the Owner will be the direct beneficiary. FOR DEATH BENEFITS BY OWNER. The Owner may name and change the beneficiaries of the Death Benefits while the Annuitant is living. If no such beneficiary is named by the Owner, the Owner or the Owner's estate will be the direct beneficiary. FOR MATURITY OR DEATH BENEFITS OR WITHDRAWAL AMOUNTS BY SPOUSE (MARITAL DEDUCTION PROVISION). o POWER TO APPOINT. The spouse of the Annuitant will have the power alone and in all events to appoint all amounts payable to the spouse under the contract if: a. just before the Annuitant's death, the Annuitant was the Owner; and b. the spouse is a direct beneficiary; and c. the spouse survives the Annuitant. o TO WHOM SPOUSE CAN APPOINT. Under this power, the spouse can appoint: a. to the estate of the spouse; or b. to any other person. o EFFECT OF EXERCISE. As to the amounts appointed, the exercise of this power will: a. revoke any other designation of beneficiaries; b. revoke any election of payment plan as it applies to them; and c. cause any provision to the contrary in Section 6 or 10 of this contract to be of no effect. EFFECTIVE DATE. A naming or changing of a beneficiary will be effective on receipt at the Home Office of a written request that is acceptable to the Company. The request will then take effect as of the date that it was signed. The Company is not responsible for any payment or other action that is taken by it before the receipt of the request. The Company may require that the contract be sent to it to be endorsed to show the naming or change. 18 6.2 SUCCESSION IN INTEREST OF BENEFICIARIES The rights and benefits that a beneficiary becomes entitled to under the contract are shared equally among all surviving direct beneficiaries, if any, otherwise equally among all surviving contingent beneficiaries, if any, otherwise to the Owner or the Owner's Estate. 6.3 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 made 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. 6.4 GENERAL TRANSFER OF OWNERSHIP. A transfer of ownership of itself will not change the interest of a beneficiary. CLAIMS OF CREDITORS. So far as allowed by law, no amount payable under this contract will be subject to the claims of creditors of a beneficiary. 6.5 NAMING AND CHANGING A CONTINGENT ANNUITANT The Owner may name and change a Contingent Annuitant while the Annuitant is living. If the Annuitant was not the Owner immediately prior to the Annuitant's death, the Owner may name and change a Contingent Annuitant during the first 60 days after the date on which proof of death of the Annuitant is received at the Home Office. A change made during this 60 days cannot be revoked. If no one is named as Contingent Annuitant by the end of the 60 day time period, the Company will pay the Accumulation Value to the Owner. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6. A naming or changing of a Contingent Annuitant will be effective on receipt at the Home Office of a written request that is acceptable to the Company. 19 SECTION 7. CHARGES AND FEES 7.1 SALES LOAD AND PREMIUM TAXES The Company will deduct the Sales Load shown on page 4 from Purchase Payments received. The Company may also deduct Premium Taxes incurred from Purchase Payments received. 7.2 CONTRACT FEE On each contract anniversary prior to the Maturity Date, a Contract Fee will be charged for administrative expenses. The amount of the Contract Fee is shown on page 4. The Contract Fee will be deducted from the Investment Accounts in proportion to the Accumulation Value of the Investment Accounts. The Contract Fee deducted from the Guaranteed Interest Fund will not exceed the sum of: o 10% of the gross purchase payments applied to the Guaranteed Interest Fund during the contract year; and o interest in excess of an annual effective interest rate of 3% credited to the Guaranteed Interest Fund during the contract year. The effective date of the Contract Fee will be the contract anniversary. However, if the New York Stock Exchange is closed on the contract anniversary, the effective date will be the next following Valuation Date. 20 SECTION 8. OWNERSHIP 8.1 THE OWNER The Owner is named on page 3. All contract rights may be exercised by the Owner, the Owner's successor, or the Owner's transferee without the consent of any beneficiary. If the contract has more than one Owner, contract rights may be exercised only by authorization of all Owners. Upon the death of an Owner, ownership rights of all Owners terminate if the deceased Owner was the Annuitant. 8.2 TRANSFER OF OWNERSHIP The Owner may transfer the ownership of this contract. Written proof of transfer satisfactory to the Company must be received at its Home Office. The transfer will then take effect as of the date it was signed. The Company may require that the contract be sent to it for endorsement to show the transfer. The Company will not be responsible to a transferee Owner for any payment or other action taken by the Company before receipt of the proof of transfer at its Home Office. 8.3 NAMING AND CHANGING A SUCCESSOR OWNER An Owner may name and change a Successor Owner. Naming or changing a Successor Owner will be effective on receipt at the Home Office of a written request for such change that is acceptable to the Company. A Successor Owner succeeds to the interests of an Owner only if the Owner was not the Annuitant at the time of the Owner's death. 8.4 COLLATERAL ASSIGNMENT The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2. 8.5 REPORTS TO OWNERS At least once each Contract Year, the Company will send to the Owner or beneficiary a statement of the Accumulation Values of the Investment Accounts, the number of units credited to the contract, the dollar value of a unit as of a date not more than two months previous to the date of mailing, and a statement of the investments held by the Separate Account. 21 8.6 TRANSFERABILITY RESTRICTIONS Notwithstanding any other provisions of this contract, the Owner may not: o change the ownership of the contract; or o sell the contract, or assign or pledge the contract as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than the Company. These restrictions will not apply if the Owner is: o the trustee of an employee trust that is qualified under the Internal Revenue Code; or o the custodian of a custodial account treated as an employee trust that is qualified under the Internal Revenue Code. The restrictions do not preclude the employer under a nontrusteed plan from transferring ownership of this contract to the Annuitant or to the employer or trustee under another plan or trust when required by the plan. SECTION 9. THE CONTRACT 9.1 GUARANTEES The Company guarantees that mortality and expense results will not adversely affect the amount of variable payments. 9.2 VALUATION OF SEPARATE ACCOUNT ASSETS The value of the shares of each Portfolio held in the Separate Account on each Valuation Date will be the redemption value of the shares on that date. If the right to redeem shares of a Portfolio has been suspended, or payment of the redemption value has been postponed, the shares held in the Separate Account (and Annuity Units) may be valued at fair value as determined in good faith by the Board of Trustees of the Company for the sole purpose of computing annuity payments. 9.3 DETERMINATION OF SEPARATE ACCOUNT VALUES The method of determination by the Company of the Net Investment Factor, and the number and value of Accumulation Units and Annuity Units, will be conclusive upon the Owner, any assignee, the Annuitant, and any beneficiary. 22 9.4 DEFERMENT OF BENEFIT PAYMENTS SEPARATE ACCOUNT DIVISIONS. The Company reserves the right to defer determination of the contract values of the Separate Account portion of this contract, or the payment of benefits under a variable payment plan, until after the end of any period during which the right to redeem shares of a Portfolio is suspended, or payment of the redemption value is postponed. Any deferment would be in accordance with the provisions of the Investment Company Act of 1940 by reason of closing of, or restriction of trading on, the New York Stock Exchange, or other emergency, or as otherwise permitted by the Act. In addition, the Company reserves the right to defer payment of contract values until seven days after the end of any deferment in the determination of contract values. GUARANTEED INTEREST FUND. The Company may defer paying contract values of the Guaranteed Interest Fund for up to six months from the effective date of the withdrawal or full surrender. If payment is deferred for 30 days or more, interest will be paid on the withdrawal amounts at an annual effective rate of 3% from the effective date of the withdrawal or surrender to the date of the payment. 9.5 DIVIDENDS This contract will share in the divisible surplus of the Company, except while payments are being made under a variable payment plan. This surplus will be determined each year, and the dividend, if any, will be credited on the contract anniversary. Any dividend credited prior to the Maturity Date will be applied on the effective date as a Net Purchase Payment unless the Owner elects to have the dividend paid in cash. The effective date of the dividend will be the contract anniversary. However, if the New York Stock Exchange is closed on the contract anniversary, the effective date will be the next following Valuation Date. Since this policy is not expected to contribute to divisible surplus, it is not expected that any dividends will be paid. 9.6 INCONTESTABILITY The Company will not contest this contract after it has been in force during the lifetime of the Annuitant for two years from the Issue Date. This Issue Date is shown on page 3. 9.7 MISSTATEMENTS If the age or sex of the Annuitant has been misstated, the amount payable will be the amount which the Purchase Payments paid would have purchased at the correct age and sex. If any amounts have been overpaid by the Company due to a misstatement of age or sex, the amount of the overpayment may be deducted from payments to be made by the Company. If any amounts have been underpaid by the Company due to a misstatement of age or sex, the amount of the underpayment will be paid. 9.8 ENTIRE CONTRACT; CHANGES This contract with any amendments and additional benefits and the attached application is the entire contract. Statements in the application are representations and not warranties. A change in the contract is valid only if it is approved by an officer of the Company. The Company may require that the contract be sent to it for endorsement to show a change. No agent has the authority to change the contract or to waive any of its terms. All payments by the Company under this contract are payable at its Home Office. 23 Assets of the Separate Account are owned by the Company and the Company is not a trustee with respect thereto. The company may from time to time adjust the amount of assets contained in the Separate Account, by periodic withdrawals or additions, to reflect the contract deductions and the Company's reserves for this and other similar contracts. This contract is subject to the laws of the state in which it is delivered. All benefits are at least as great as those required by that state. 9.9 TERMINATION OF CONTRACT The Company may terminate the contract and pay the Owner the Accumulation Value of the contract and be released of any further obligation if: o prior to the Maturity Date no Purchase Payments have been received under the contract for a period of two full years and each of the following is less than the Minimum Accumulation Value shown on page 4: a. the Accumulation Value of the contract; and b. total Purchase Payments paid under the contract, less any amounts withdrawn under Section 4.5; or o on the Maturity Date the Accumulation Value of the contract is less than the Minimum Accumulation Value shown on page 4 or would provide an initial monthly income which is less than the minimum payment amount shown on page 4. SECTION 10. PAYMENT OF CONTRACT BENEFITS 10.1 PAYMENT OF BENEFITS All or part of the contract benefits may be paid under one or more of the following: o a variable payment plan; o a fixed payment plan; or o in cash. The provisions and rates for variable and fixed payment plans are described in Section 11. Contract benefits may not be placed under a payment plan unless the plan would provide to each beneficiary an initial monthly income of at least the minimum payment amount shown on page 4. 24 10.2 DEATH BENEFIT A beneficiary entitled to the Death Benefit upon the death of an Annuitant may elect to receive the Accumulation Value under a payment plan or in cash provided no payment plan was elected by the Owner. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6. 10.3 EFFECTIVE DATE FOR PAYMENT PLAN A payment plan that is elected for maturity benefits will take effect on the Maturity Date. If the Annuitant is an Owner , a payment plan that is elected by the Owner for the Death Benefit will take effect on the date proof of death of the Annuitant is received at the Home Office. In all other cases, a payment plan that is elected will take effect: o on the date the election is received at the Home Office; or o on a later date, if requested. 10.4 PAYMENT PLAN ELECTIONS FOR DEATH BENEFITS BY OWNER. The Owner may elect payment plans for death benefits while the Annuitant is living. FOR MATURITY BENEFITS OR WITHDRAWAL AMOUNTS. The Owner may elect payment plans for maturity benefits or withdrawal amounts. TRANSFER BETWEEN PAYMENT PLANS. A beneficiary who is receiving payment under a payment plan which includes the right to withdraw may transfer the amount withdrawable to any other payment plan that is available. SECTION 11. PAYMENT PLANS 11.1 DESCRIPTION OF PAYMENT PLANS INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B) The Company will make monthly installment income payments providing for payment of benefits over a specified period of 10 to 30 years during the first five contract years and over a specified period of 5 to 30 years beginning with the sixth contract year. LIFE INCOME PLANS o SINGLE LIFE INCOME (OPTION C). The Company will make monthly payments for the selected certain period, if any, and thereafter during the remaining lifetime of the individual upon whose life income payments depend. The selections available are: (a) no certain period; or (b) a certain period of 10 or 20 years. o JOINT AND SURVIVOR LIFE INCOME (OPTION E). The Company will make monthly payments for a 10-year certain period and thereafter during the joint lifetime of the two individuals upon whose lives income payments depend and continuing during the remaining lifetime of the survivor. o OTHER SELECTIONS. The Company may offer other selections under the Life Income Plans. 25 o LIMITATIONS. A direct or contingent beneficiary who is a natural person may be paid under a Life Income Plan only if the payments depend on that beneficiary's life. A corporation may be paid under a Life Income Plan only if the payments depend on the life of the Annuitant or, after the death of the Annuitant, on the life of the Annuitant's spouse or dependent. These payment plans are available on either a fixed or variable basis. Under a fixed payment plan the payment remains level. Under a variable payment plan the payment will increase or decrease as described in Section 11.4. 11.2 ALLOCATION OF BENEFITS Upon election of a variable payment plan, the Owner or direct or contingent beneficiary may select the allocation of variable benefits among the Divisions. If no selection is made, the allocation of benefits will be as follows: o for amounts in the Separate Account Divisions, benefits will be allocated in proportion to the Accumulation Value of each Division on the effective date of the variable payment plan; and o for amounts in the Guaranteed Interest Fund, benefits will be allocated 100% to the Money Market Division. 11.3 ANNUITY UNITS UNDER VARIABLE PAYMENT PLANS The interest of this contract in the Separate Account after the effective date of a variable payment plan is represented by Annuity Units. The dollar value of Annuity Units for each Division will increase or decrease to reflect the investment experience of the Division. The value of an Annuity Unit on any Valuation Date is the product of: o the Annuity Unit value on the immediately preceding Valuation Date; o the Net Investment Factor for the period from the immediately preceding Valuation Date up to and including the current Valuation Date (the current period); and o the Daily Adjustment Factor of .99990575 raised to a power equal to the number of days in the current period to reflect the Assumed Investment Rate of 3 1/2% used in calculating the monthly payment rate. 11.4 PAYMENTS UNDER VARIABLE PAYMENT PLANS FIRST PAYMENT. The first payment under a variable payment plan will be due as of the effective date of the payment plan. The amount of the first payment is the sum of payments from each Division, each determined by multiplying the benefits allocated to the Division under the variable payment plan by the applicable monthly variable payment rate per $1,000 of benefits. NUMBER OF ANNUITY UNITS. The number of Annuity Units in each Division under a variable payment plan is determined by dividing the amount of the first payment payable from the Division by the Annuity Unit value for the Division at the close of business on the effective date of the variable payment plan. The number of Annuity Units will not be changed by any subsequent change in the dollar value of Annuity Units. 26 SUBSEQUENT VARIABLE PAYMENTS. The amount of each subsequent payment from each Division under a variable payment plan will increase or decrease in accord with the increase or decrease in the value of an Annuity Unit which reflects the investment experience of that Division of the Separate Account. The amount of subsequent variable payments is the sum of payments from each Division, each determined by multiplying the fixed number of Annuity Units for the Division by the value of an Annuity Unit for the Division on: o the fifth Valuation Date prior to the payment due date if the payment due date is a Valuation Date; or o the sixth Valuation Date prior to the payment due date if the payment due date is not a Valuation Date. 11.5 TRANSFERS INVOLVING VARIABLE PAYMENT PLANS A beneficiary receiving payments under a variable payment plan may transfer Annuity Units from one Division to another. The number of Annuity Units in each Division will be adjusted to reflect the respective value of the Annuity Units in the Divisions on the date the transfer is effective. A Transfer Fee may be deducted from the amount transferred. The amount of the Transfer Fee is shown on page 4. Transfers from the Money Market Division may be made at any time. No transfer from the other Divisions may be made within 90 days of the effective date of a variable payment plan or within 90 days from the effective date of the last transfer. A payee or joint payees receiving payments under a variable payment plan may transfer from an Installment Income Plan (Option B) to either form of the Life Income Plan (Option C or E). Other transfers may be permitted subject to conditions set by the Company. A transfer will be effective on the Valuation Date on which a satisfactory transfer request is received in the Home Office, or a later date if requested. However, the transfer will be effective on the following Valuation Date if the request is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. 11.6 WITHDRAWAL UNDER PAYMENT PLANS Withdrawal of the present value of any unpaid income payments may be elected at any time by the beneficiary, except that withdrawal may not be elected under a Life Income Plan (Option C or E) until the death of all individuals upon whose lives income payments depend. The withdrawal value under the Installment Income Plan (Option B) will be the present value of any unpaid payments. The withdrawal value under a Life Income Plan (Option C or E) will be the present value of any unpaid payments for the certain period. For a fixed payment plan, the present value of any unpaid income payments will be based on the rate of interest used to determine the amount of the payments. For a variable payment plan, the present value of any unpaid income payments will be based on interest at the Assumed Investment Rate used in calculating the amount of the variable payments. The amount of variable payments used in calculating the present value of unpaid payments will be determined by multiplying the number of Annuity Units by the value of an Annuity Unit on the effective date of withdrawal. 27 A withdrawal will be effective on the Valuation Date on which the request is received in the Home Office. However, the withdrawal will be effective on the following Valuation Date if the request is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. 11.7 NAMING AND CHANGING OF BENEFICIARIES UNDER PAYMENT PLANS FOR PAYMENT PLANS ELECTED BY OWNER. If the Owner of the contract elected a payment plan, a direct beneficiary may name and change the contingent beneficiaries and further payees of the direct beneficiary's share of the benefits only if: o the direct beneficiary was the Owner of the contract; or o no contingent beneficiary or further payee of that share is living. FOR PAYMENT PLANS ELECTED BY DIRECT BENEFICIARY. If the direct beneficiary elected the payment plan, the direct beneficiary may name and change the contingent beneficiaries and further payees of the direct beneficiary's share of the benefits. 11.8 SUCCESSION IN INTEREST OF BENEFICIARIES UNDER PAYMENT PLANS DIRECT BENEFICIARY. Amounts payable under a payment plan will be payable to the direct beneficiary. CONTINGENT BENEFICIARIES. At the death of the direct beneficiary, the present value of any unpaid payments under a payment plan, will be payable in equal shares to the contingent beneficiaries who survive and receive payment. If a contingent beneficiary dies before receiving all or part of the contingent beneficiary's full share, the unpaid portion will be payable in equal shares to the other contingent beneficiaries who survive and receive payment. FURTHER PAYEES. At the death of all direct and contingent beneficiaries, the present value of any unpaid payments under a payment plan, will be paid in one sum: o In equal shares to the further payees who survive and receive payment; or o If no further payees survive and receive payment, to the estate of the last to die of all beneficiaries. 11.9 PAYMENT PLAN RATES PAYMENT RATE TABLES. The guaranteed monthly payment rates for both a fixed payment plan and the first payment under a variable payment plan are shown in the Payment Rate Tables. The tables show rates for the Installment Income Plan for a Specified Period (Option B) and Life Income Plans (Options C and E). Life Income Plan (Option C or E) rates are based on the sex and adjusted age of any individual upon whose life payments depend. The adjusted age is: o the age on the birthday that is nearest to the date on which the payment plan takes effect; plus o the age adjustment shown below for the number of Contract Years that have elapsed from the Issue Date to the date that the payment plan takes effect. A part of a Contract Year is counted as a full year. 28
CONTRACT YEARS CONTRACT YEARS ELAPSED AGE ADJUSTMENT ELAPSED AGE ADJUSTMENT 1 to 8 0 33 to 40 -4 9 to 16 -1 41 to 48 -5 17 to 24 -2 49 or more -6 25 to 32 -3
CURRENT FIXED PAYMENT PLAN RATES o INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B). The Company may offer fixed payment plan rates higher than those guaranteed in this contract with conditions on withdrawal. o LIFE INCOME PLANS (OPTION C OR E). Payments will be based on rates declared by the Company that will not be less than the rates guaranteed in this contract. The declared rates will provide at least as much income as would the Company's rates, on the date that the payment plan takes effect, for a single premium immediate annuity contract. ALTERNATE VARIABLE RATE BASIS. The Company may from time to time publish higher initial rates for variable payment plans under this contract. These higher rates will not be available to increase payments under payment plans already in effect. When a variable payment plan is effective on an alternate rate basis, the Daily Adjustment Factor described in Section 11.3 will be determined based on the Assumed Investment Rate used in calculating the alternate payment rate. 29 PAYMENT RATE TABLES MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
INSTALLMENT INCOME PLANS (OPTION B) - ------------------------------------------------------------------------------------------------------------- PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY (YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT - ------------------- ----------------- ----------------- ----------------- ----------------- ------------------ Years 1-4 11 $ 9.09 21 $ 5.56 Not Available 12 8.46 22 5.39 13 7.94 23 5.24 14 7.49 24 5.09 5 18.12 15 7.10 25 4.96 6 15.35 16 6.76 26 4.84 7 13.38 17 6.47 27 4.73 8 11.90 18 6.20 28 4.63 9 10.75 19 5.97 29 4.53 10 9.83 20 5.75 30 4.45 - ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
GUARANTEED FIXED PAYMENT PLANS
INSTALLMENT INCOME PLANS (OPTION B) - ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY (YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT - ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- Years 1-4 11 $ 8.42 21 $ 4.85 Not Available 12 7.80 22 4.67 13 7.26 23 4.51 14 6.81 24 4.36 5 17.49 15 6.42 25 4.22 6 14.72 16 6.07 26 4.10 7 12.74 17 5.77 27 3.98 8 11.25 18 5.50 28 3.87 9 10.10 19 5.26 29 3.77 10 9.18 20 5.04 30 3.68 - ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
30 PAYMENT RATE TABLES MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN LIFE INCOME PLAN (OPTION C)
---------------------------------------------------------------------------------- SINGLE LIFE MONTHLY PAYMENTS ---------------------------------------------------------------------------------- CHOSEN PERIOD (YEARS) -------------------- ------------------- -------------------- ADJUSTED AGE* ZERO 10 20 -------------------- ------------------- -------------------- -------------------- 55 $ 4.11 $ 4.09 $ 4.01 56 4.18 4.15 4.07 57 4.25 4.22 4.13 58 4.33 4.29 4.18 59 4.40 4.36 4.24 60 4.49 4.45 4.30 61 4.58 4.53 4.37 62 4.68 4.61 4.43 63 4.77 4.71 4.50 64 4.89 4.81 4.57 65 5.01 4.92 4.64 66 5.13 5.03 4.72 67 5.26 5.15 4.78 68 5.41 5.27 4.85 69 5.57 5.40 4.93 70 5.74 5.55 5.00 71 5.92 5.69 5.07 72 6.12 5.84 5.13 73 6.33 6.00 5.20 74 6.55 6.17 5.26 75 6.79 6.35 5.32 76 7.06 6.53 5.37 77 7.34 6.72 5.41 78 7.65 6.90 5.46 79 7.98 7.10 5.50 80 8.34 7.30 5.53 81 8.73 7.49 5.56 82 9.15 7.68 5.59 83 9.60 7.88 5.61 84 10.09 8.07 5.62 85 and over 10.61 8.24 5.63 -------------------- -------------------- ------------------- --------------------
LIFE INCOME PLAN (OPTION E)
- ------------------ ---------------------------------------------------------------------------------------------- JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain) - ------------------ ---------------------------------------------------------------------------------------------- YOUNGER LIFE ADJUSTED AGE* OLDER LIFE ---------------------------------------------------------------------------------------------- ADJUSTED AGE* 55 60 65 70 75 80 85 and over - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ -------------- 55 $ 3.75 60 3.83 $ 4.02 65 3.90 4.13 $ 4.39 70 3.94 4.22 4.54 $ 4.89 75 3.98 4.28 4.65 5.10 $ 5.59 80 4.00 4.32 4.73 5.24 5.86 $ 6.51 85 and over 4.01 4.34 4.77 5.34 6.04 6.84 $ 7.58 - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
*See Section 11.7 The amount of the payment for any other combination of ages will be furnished by the Company on request. The maximum initial monthly income per $1,000 will be $7.75. Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the 1983 Table a with Projection Scale G. 31 IT IS RECOMMENDED THAT YOU... read your contract. notify your Northwestern Mutual agent or the Company at 720 East Wisconsin Avenue, Milwaukee, WI 53202, of an address change. call your Northwestern Mutual agent for information--particularly on a suggestion to terminate or exchange this contract for another contract or plan. ELECTION OF TRUSTEES The members of The Northwestern Mutual Life Insurance Company are its policyholders of insurance policies and deferred annuity contracts. The members exercise control through a Board of Trustees. Elections to the Board are held each year at the annual meeting of members. Members are entitled to vote in person or by proxy. FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. 32 Exhibit B(4)(b) PAYMENT RATE TABLES MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
LIFE INCOME PLAN (OPTION C) - ------------------------------------------------------------------------------------------------------------------------ SINGLE LIFE MONTHLY PAYMENTS - ------------------------------------------------------------------------------------------------------------------------ CHOSEN PERIOD (YEARS) CHOSEN PERIOD (YEARS) ------------------------------------------- FEMALE ------------------------------------------- MALE ADJUSTED AGE* ZERO 10 20 ADJUSTED AGE* ZERO 10 20 - ------------------ -------------- ------------- -------------- ------------- -------------- -------------- ------------- 55 $ 4.41 $ 4.36 $ 4.23 55 $ 4.04 $ 4.02 $ 3.96 56 4.49 4.44 4.29 56 4.10 4.08 4.01 57 4.58 4.52 4.35 57 4.17 4.14 4.07 58 4.67 4.60 4.41 58 4.24 4.21 4.12 59 4.77 4.69 4.47 59 4.31 4.28 4.18 60 4.87 4.79 4.54 60 4.39 4.36 4.24 61 4.98 4.89 4.60 61 4.48 4.44 4.31 62 5.10 4.99 4.67 62 4.57 4.52 4.37 63 5.23 5.11 4.74 63 4.66 4.61 4.44 64 5.36 5.22 4.81 64 4.77 4.71 4.51 65 5.51 5.35 4.87 65 4.88 4.81 4.58 66 5.67 5.47 4.94 66 5.00 4.92 4.66 67 5.84 5.61 5.00 67 5.12 5.03 4.73 68 6.02 5.75 5.07 68 5.26 5.15 4.80 69 6.21 5.89 5.13 69 5.41 5.28 4.88 70 6.41 6.05 5.19 70 5.57 5.42 4.95 71 6.63 6.20 5.25 71 5.74 5.56 5.02 72 6.86 6.36 5.30 72 5.93 5.71 5.09 73 7.11 6.53 5.35 73 6.13 5.87 5.16 74 7.37 6.70 5.39 74 6.34 6.04 5.23 75 7.65 6.87 5.44 75 6.58 6.22 5.29 76 7.96 7.05 5.47 76 6.83 6.40 5.34 77 8.28 7.23 5.51 77 7.11 6.59 5.39 78 8.63 7.40 5.54 78 7.40 6.78 5.44 79 9.01 7.58 5.56 79 7.72 6.98 5.48 80 9.41 7.76 5.59 80 8.07 7.18 5.52 81 9.84 7.93 5.61 81 8.45 7.38 5.55 82 10.30 8.10 5.62 82 8.86 7.58 5.58 83 10.79 8.27 5.63 83 9.30 7.78 5.60 84 11.31 8.42 5.64 84 9.78 7.98 5.62 85 and over 11.87 8.57 5.65 85 and over 10.30 8.16 5.63 - ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
LIFE INCOME PLAN (OPTION E) - ------------------ ---------------------------------------------------------------------------------------------- JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain) - ------------------ ---------------------------------------------------------------------------------------------- MALE FEMALE ADJUSTED AGE* ADJUSTED AGE* - ------------------ ---------------------------------------------------------------------------------------------- 55 60 65 70 75 80 85 and over - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ -------------- 55 $ 3.75 $ 3.89 $ 4.02 $ 4.14 $ 4.23 $ 4.29 $4.33 60 3.83 4.02 4.21 4.39 4.54 4.65 4.73 65 3.90 4.13 4.39 4.65 4.89 5.09 5.22 70 3.94 4.22 4.54 4.89 5.26 5.58 5.81 75 3.98 4.28 4.65 5.10 5.59 6.07 6.45 80 4.00 4.32 4.73 5.24 5.86 6.51 7.07 85 and over 4.01 4.34 4.77 5.34 6.04 6.84 7.58 - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
*See Section 11.7 The amount of the payment for any other combination of ages will be furnished by the Company on request. The maximum initial monthly income per $1,000 will be $7.75. Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the 1983 Table a with Projection Scale G. 33 EXHIBIT B(4)(c) ENHANCED DEATH BENEFIT AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE PART OF THIS ANNUITY CONTRACT ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY. IN THE CASE OF A CONFLICT WITH ANY PROVISIONS IN THE CONTRACT, THE PROVISIONS OF THIS AMENDMENT WILL CONTROL. SECTION 5.2 AND SECTION 5.3 ARE AMENDED IN THEIR ENTIRETY TO READ AS FOLLOWS: SECTION 5.2 DEATH BENEFIT IF PRIMARY ANNUITANT IS AN OWNER IF THE PRIMARY ANNUITANT IS AN OWNER, THE BENEFICIARY BECOMES ENTITLED TO THE DEATH BENEFIT UPON RECEIPT AT THE HOME OFFICE OF SATISFACTORY PROOF OF THE DEATH OF THE PRIMARY ANNUITANT BEFORE THE MATURITY DATE. THE DEATH BENEFIT WILL BE THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR o THE ENHANCED DEATH BENEFIT. AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT AN AMOUNT EQUAL TO THE DEATH BENEFIT. UNLESS A PAYMENT PLAN WAS ELECTED BY THE OWNER, THE BENEFICIARY BECOMES THE OWNER AND ANNUITANT OF THE CONTRACT. HOWEVER, IF THE BENEFICIARY IS NOT A NATURAL PERSON AND NO PAYMENT PLAN WAS ELECTED BY THE OWNER, THE BENEFICIARY MAY SELECT A NATURAL PERSON TO BE THE ANNUITANT. IF A NATURAL PERSON IS NOT SELECTED TO BE THE ANNUITANT WITHIN 60 DAYS OF THE DATE ON WHICH PROOF OF DEATH OF THE ANNUITANT IS RECEIVED AT THE HOME OFFICE, THE ACCUMULATION VALUE WILL BE DISTRIBUTED TO THE BENEFICIARY. IF A BENEFICIARY BECOMES ENTITLED TO THE DEATH BENEFIT IN AN AMOUNT LESS THAN THE MINIMUM ACCUMULATION VALUE SHOWN ON PAGE 4, THE ACCUMULATION VALUE WILL BE DISTRIBUTED TO THE BENEFICIARY. THE CASH VALUE OF ANY AMOUNT DISTRIBUTED WILL BE THE ACCUMULATION VALUE WITHDRAWN AS OF THE DATE OF WITHDRAWAL AS DETERMINED IN SECTION 4.6. ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5. ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO THAT CONTRACT ANNIVERSARY. On any other Valuation Date prior to the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will be equal to the Enhanced Death Benefit on the most recent contract anniversary, increased by any Purchase Payments paid since that contract anniversary and decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. 34 On any Valuation Date on or after the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will equal the Enhanced Death Benefit on the contract anniversary immediately prior to the Primary Annuitant's 80th birthday increased by any Purchase Payments paid since that contract anniversary and decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4. EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE EITHER: o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK EXCHANGE; OR o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED. TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED, IT CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.2 IN THE CONTRACT ARE APPLICABLE IF THIS AMENDMENT TERMINATES. SECTION 5.3 DEATH BENEFIT IF PRIMARY ANNUITANT IS NOT AN OWNER IF THE PRIMARY ANNUITANT IS NOT AN OWNER, UPON THE DEATH OF THE PRIMARY ANNUITANT, THE CONTRACT CONTINUES WITH THE CONTINGENT ANNUITANT (SECTION 6.5) AS THE NEW ANNUITANT. THE DEATH BENEFIT WILL BE THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR o THE ENHANCED DEATH BENEFIT. AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT AN AMOUNT EQUAL TO THE DEATH BENEFIT. ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5. ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO THAT CONTRACT ANNIVERSARY. On any other Valuation Date prior to the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will be equal to the Enhanced Death Benefit on the most recent contract anniversary, increased by any Purchase Payments paid since that contract anniversary and 35 decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. On any Valuation Date on or after the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will equal the Enhanced Death Benefit on the contract anniversary immediately prior to the Primary Annuitant's 80th birthday increased by any Purchase Payments paid since that contract anniversary and decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4. EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE EITHER: o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK EXCHANGE; OR o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED. TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED IT CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.3 IN THE CONTRACT ARE APPLICABLE IF THIS AMENDMENT TERMINATES. (SIGNED) SECRETARY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 36 EXHIBIT B(5) A APPLICATION FOR DEFERRED ANNUITY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 720 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 Contract Number | | - -------------------------------------------------------------------------------- 1. OTHER POLICIES - -------------------------------------------------------------------------------- Has a Northwestern Mutual Policy ever been issued on the annuitant's life? [ ] YES, THE LAST POLICY NUMBER IS: __________________ [ ] NO - -------------------------------------------------------------------------------- 2. ANNUITANT - -------------------------------------------------------------------------------- Name: First, MI, Last Sex Birthdate: mm-dd-yyyy | | | |____________________________________________|_______|_____________________ Street Address City, State, Zip | | |____________________________________________|_____________________________ Country, if other than US Taxpayer ID Number E-mail Address | | | |_________________________________|____________________|___________________ - -------------------------------------------------------------------------------- 3. MARKET - -------------------------------------------------------------------------------- Select one: [ ] NON-TAX QUALIFIED } Owner must be indicated. [ ] 457 DEFERRED COMPENSATION PLAN } Go to section 4. [ ] TRADITIONAL IRA [ ] ROTH IRA } If the annuitant is a minor, go to section 4; [ ] SIMPLE IRA } otherwise the annuitant is the [ ] SIMPLIFIED EMPLOYEE PENSION PLAN IRA (SEP) } owner, go to section 5. [ ] 403(b) TDA - EMPLOYEE SALARY REDUCTION ONLY [ ] 403(b) TDA - EMPLOYER MATCHING OR NON-ELECTIVE CONTRIBUTIONS INCLUDED } The annuitant is the owner. [ ] 401(g) NON-TRANSFERABLE ANNUITY } Go to section 5. [ ] PENSION & PROFIT SHARING: Trust Number Taxpayer ID Number | | |________________|________________________________ } The owner and beneficiary } are the trustees of the plan. Name of Owner - Trustees of } Go to section 6. | | |________________|________________________________
37 - -------------------------------------------------------------------------------- 4. OWNER - -------------------------------------------------------------------------------- A minor owner limits future contract actions. Select one: [ ] ANNUITANT } Go to section 5. [ ] SEE ATTACHMENT [ ] UGMA/UTMA - custodian is owner for the benefit of minor [ ] CORPORATION OR TRUST } Enter information below. [ ] OTHER
Name: First, MI, Last/Corporation/Trust Sex Birthdate: mm-dd-yyyy | | | |____________________________________________|______|_____________________ Street Address City, State, Zip | | |____________________________________________|____________________________ Relationship to Annuitant Taxpayer ID Number E-mail Address | | | |____________________________|______________________|_____________________ Date of Trust Name of Trustees | | |__________________|______________________________________________________ - -------------------------------------------------------------------------------- 5. BENEFICIARY - -------------------------------------------------------------------------------- Cannot be annuitant unless "Estate of Annuitant" named. [ ] SEE ATTACHMENT - Go to section 6. DIRECT BENEFICIARY: [ ] OWNER [ ] OTHER - Enter information below: Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ CONTINGENT BENEFICIARY: Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ [ ] And all (other) children of the Annuitant. - -------------------------------------------------------------------------------- 6. REPLACEMENT - -------------------------------------------------------------------------------- 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." Will this annuity: A. Replace Northwestern Mutual Life? [ ] YES [ ] NO B. Replace other companies? [ ] YES [ ] NO C. Result in 1035 exchange? [ ] YES [ ] NO - -------------------------------------------------------------------------------- 7. PLAN - -------------------------------------------------------------------------------- Select one: [ ] VARIABLE ANNUITY - Go to section V1. [ ] FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY - Go to section F1. 38 VARIABLE ANNUITY SECTION - -------------------------------------------------------------------------------- V1. TYPE - -------------------------------------------------------------------------------- [ ] BACK-END DESIGN [ ] FRONT-END DESIGN - Minimum initial purchase payment $10,000. The front-end design may provide better long term financial value than the back end design. Factors to consider in making a decision include the expected holding period of the annuity as well as anticipated liquidity needs. - -------------------------------------------------------------------------------- V2. OPTIONAL ENHANCED DEATH BENEFIT - -------------------------------------------------------------------------------- [ ] I ELECT THE ENHANCED DEATH BENEFIT RIDER. There is an additional charge. Available to age 65. If this rider is not elected, the standard death benefit will apply. See prospectus for more information. - -------------------------------------------------------------------------------- V3. PAYMENT ALLOCATION AND OPTIONS - -------------------------------------------------------------------------------- A. PAYMENT ALLOCATION You must indicate payment allocations. Use whole percentages. Total must equal 100%. NORTHWESTERN MUTUAL SERIES FUND, INC. % |______ Select Bond |______ International Equity |______ Money Market |______ Balanced |______ Index 500 Stock |______ Aggressive Growth Stock |______ High Yield Bond |______ Growth Stock |______ Growth and Income Stock |______ Index 400 Stock |______ Small Cap Growth Stock RUSSELL INSURANCE FUNDS % |______ Multi-Style Equity |______ Aggressive Equity |______ Non-US |______ Real Estate Securities |______ Core Bond FIXED FUND % |______ Guaranteed Interest Fund availability subject to state approval. B. OPTIONS You may select one of the following options: [ ] AUTOMATIC DOLLAR-COST AVERAGING Amount | I authorize |$ ________________________ to be transferred from the Money Market Fund: [ ] MONTHLY [ ] QUARTERLY to the following funds: % Fund Name | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ [ ] PORTFOLIO RE-BALANCING Minimum contract value $10,000. Re-balancing transfers are not made to or from the Guaranteed Interest Fund. I authorize re-balancing transfers to be made according to the elected Payment Allocations: [ ] MONTHLY [ ] QUARTERLY [ ] SEMI-ANNUALLY [ ] ANNUALLY 39 - -------------------------------------------------------------------------------- V4. INITIAL PAYMENT - -------------------------------------------------------------------------------- METHOD OF PAYMENT Select one: Amount |$ [ ] CHECK ATTACHED |___________________ Estimated Amount |$ [ ] CHECK COMING FROM ANOTHER INSTITUTION |___________________ [ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT) - Complete section V5. [ ] MULTIPLE CONTRACT BILL (MCB) - Required for Simple IRAs. Complete section V5. IRA INFORMATION This section must be completed if an IRA market was selected in Section 3. CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For advice, consult your tax professional. Select all that apply: [ ] NEW CONTRIBUTIONS - Specify tax year: Current Tax Year | Amount ____________________________|$__________________________ Prior Tax Year | Amount ____________________________|$__________________________ [ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the benefit of the contract owner. Indicate the market the money is coming from. Select one: [ ] TDA [ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT [ ] TRADITIONAL IRA [ ] ROTH IRA [ ] SEP [ ] SIMPLE IRA - THE OWNER HAS BEEN A PARTICIPANT IN THE EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS [ ] MORE THAN TWO YEARS [ ] 60-DAY ROLLOVER - Personal check from owner or check endorsed to Northwestern Mutual Life. Only if applicable, also select one: [ ] TRADITIONAL IRA TO ROTH IRA [ ] SIMPLE IRA TO TRADITIONAL IRA- THE OWNER HAS BEEN A PARTICIPANT IN THE EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS [ ] MORE THAN TWO YEARS 40 | | | | Attach Voided Check - -------------------------------------------------------------------------------- V5. SCHEDULED PAYMENTS - -------------------------------------------------------------------------------- You may select either ISA/EFT or MCB. ISA Number [ ] [ ] [ ] [ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT) You must attach a voided check. Select one: [ ] MONTHLY [ ] QUARTERLY [ ] SEMI-ANNUALLY [ ] ANNUALLY Amount Date of First Draft | | |$ | __________________________________________________________________ Bank Transit Number Checking/Savings Account Number | | | | __________________________________________________________________ Bank Name [ ] CHECKING | [ ] SAVINGS | _____________________________________________ BANK ACCOUNT OWNER - Select one: [ ] ANNUITANT [ ] OTHER- Enter information below: Name: First, MI, Last Sex Birthdate: mm-dd-yyyy | | | | | | ______________________________________________________________________________ Street Address City, State, Zip | | | | ______________________________________________________________________________ Taxpayer ID Number Daytime Telephone Number | | | | ______________________________________________________________________________ Signature below is authorization to the depository institution specified above to pay and charge named account with electronic funds transfers, or other form of pre-authorized check or withdrawal order transfers, initiated by the Northwestern Mutual Life Insurance Company to its own order. This authorization will remain in effect until revoked in writing. X __________________________________________________________ Signature of Bank Account Owner [ ] MULTIPLE CONTRACT BILL (MCB) Amount MCB Number MCB Payer Name | | | |$ | | ______________________________________________________________________________ 41 - -------------------------------------------------------------------------------- SIGNATURES - VARIABLE ANNUITY - -------------------------------------------------------------------------------- THE ANNUITANT CONSENTS TO THIS APPLICATION. EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST OF HIS OR HER KNOWLEDGE AND BELIEF. IT IS UNDERSTOOD AND AGREED THAT: If the Owner is a Trustee or successor Trustee under a tax qualified plan or the employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will be fully discharged of liability for any action taken by the Owner in the exercise of any contract right and for all amounts paid to, or at the direction of, the Owner and will have no obligation as to the use of the amounts. In all dealings with the Owner, Northwestern Mutual Life will be fully protected against the claims of every other person. The first purchase payment will be credited the valuation date coincident with or next following the date both the application and the purchase payment are received at the Home Office. Receipt of purchase payments at a payment facility designated by Northwestern Mutual Life will be considered the same as receipt at the Home Office. If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA disclosure statements. BACK-END DESIGN VARIABLE ANNUITY CONTRACTS HAVE PROVISIONS FOR THE ASSESSMENT OF SURRENDER CHARGES ON CASH WITHDRAWAL. No agent is authorized to make or alter contracts or to waive the rights or requirements of Northwestern Mutual Life. I acknowledge receipt of the Prospectus or Offering Circular and Report and I understand that all payments and values provided by this contract, when based on the investment experience of a separate account, are variable and are not guaranteed as to amount. x x _________________________________________________________________ ________________________________________________ Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant) [ ] Trustee [ ] Employer x ________________________________________________ Signature of Licensed Agent Date Signed at: City County State | | | | | | | | ____________ _______________________________________ __________________________ ________
42 FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY SECTION - -------------------------------------------------------------------------------- F1. GUARANTEED PERIOD - -------------------------------------------------------------------------------- [ ]ONE YEAR [ ]THREE YEAR - -------------------------------------------------------------------------------- F2. PAYMENT - -------------------------------------------------------------------------------- METHOD OF PAYMENT Select all that apply: Amount | [ ]CHECK ATTACHED |$ ________________ Estimated Amount | [ ]CHECK COMING FROM ANOTHER INSTITUTION |$ __________________ IRA INFORMATION This section must be completed if an IRA market was selected in Section 3. CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For advice, consult your tax professional. Select one: [ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the benefit of the contract owner. Indicate the market the money is coming from. Select one: [ ] TDA [ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT [ ] TRADITIONAL IRA [ ] ROTH IRA [ ] SEP [ ] SIMPLE IRA - The owner has been a participant in the employer's SIMPLE plan for: [ ]TWO YEARS OR LESS [ ]MORE THAN TWO YEARS [ ]60-DAY ROLLOVER - Personal check from owner or check endorsed to Northwestern Mutual Life. Only if applicable, also select one: [ ] TRADITIONAL IRA TO ROTH IRA [ ] SIMPLE IRA TO TRADITIONAL IRA - The owner has been a participant in the employer's SIMPLE plan for: [ ] TWO YEARS OR LESS [ ] MORE THAN TWO YEARS 43 - -------------------------------------------------------------------------------- SIGNATURES - FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY - -------------------------------------------------------------------------------- THE ANNUITANT CONSENTS TO THIS APPLICATION. EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST OF HIS OR HER KNOWLEDGE AND BELIEF. IT IS UNDERSTOOD AND AGREED THAT: If the Owner is a Trustee or successor Trustee under a tax qualified plan or the employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will be fully discharged of liability for any action taken by the Owner in the exercise of any contract right and for all amounts paid to, or at the direction of, the Owner and will have no obligation as to the use of the amounts. In all dealings with the Owner, Northwestern Mutual Life will be fully protected against the claims of every other person. The premium will be credited the date both the entire premium and the application are received at the Home Office. Receipt of the premium at a payment facility designated by Northwestern Mutual Life will be considered the same as receipt at the Home Office. If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA disclosure statements. FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY POLICIES HAVE PROVISIONS FOR THE ASSESSMENT OF SURRENDER CHARGES ON CASH WITHDRAWAL. No agent is authorized to make or alter contracts or to waive the rights or requirements of Northwestern Mutual Life. X__________________________________________________________________ X_______________________________________________ Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant) [ ] Trustee [ ] Employer X_______________________________________________ Signature of Licensed Agent Date Signed at: City County State | | | | | | | | ___________________________________________________________________________________________________________________________
44 - -------------------------------------------------------------------------------- AGENT'S CERTIFICATE - -------------------------------------------------------------------------------- Annuitant Name: First, MI, Last A | |_____________________________________________________________________ 1. To the best of your knowledge will the annuity applied for replace any life insurance or annuity contract in this company or elsewhere? [ ] YES [ ] NO Date of Delivery | 2. On |__________ the following Prospectus or Offering Circular and Report was delivered: [ ] ACCOUNT A OFFERING CIRCULAR DATED______________AND REPORT DATED _____________(CORPORATE PENSION PLANS) [ ] ACCOUNT A PROSPECTUS DATED______________(PARTNERSHIP OR SOLE PROPRIETORSHIP PENSION PLANS) [ ] ACCOUNT B PROSPECTUS DATED______________(ALL OTHERS) 3. Was any part of this application translated? [ ] YES, PLEASE EXPLAIN: [ ] NO - -------------------------------------------------------------------------------- CERTIFICATION - -------------------------------------------------------------------------------- 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 Applicant's and Annuitant's answers in accordance with the instructions. I know nothing unfavorable about the Annuitant that is not stated in the application or accompanying letter. I further certify that I have reasonable grounds for believing the purchase of the annuity applied for is suitable as an investment for the Annuitant based on the information furnished by the Applicant and Annuitant and contained herein. If this application is for a Variable Annuity, I certify that a current Prospectus or Offering Circular and Report was delivered and that no written sales materials other than those furnished by the Home Office were used. Agent Phone Number | x_____________________________________________________|________________________ Signature of Agent General Agent's approval for VARIABLE ANNUITIES only (signature of GENERAL AGENT or APPOINTED REGISTERED REPRESENTATIVE) x________________________________ __________________________________________ Signature Print Name or use stamp | | | |_________________________________________ 45 - -------------------------------------------------------------------------------- DEMOGRAPHICS - -------------------------------------------------------------------------------- ANNUITANT'S EDUCATION [ ] Some Education [ ] High School [ ] Associate Degree [ ] Some College [ ] Bachelors [ ] Masters [ ] Attorney at Law [ ] Doctorate NUMBER OF CHILDREN Number | [ ] None | |_________
OCCUPATION INDUSTRY SOURCE OF APPLICANT [ ] Business Owner [ ] Agriculture, Forestry &Fishing [ ] Agent's Own Policyowner [ ] Clerical [ ] Construction [ ] Orphan Policyowner [ ] Consultant [ ] Finance, Insurance &Real Estate [ ] Referred Lead [ ] Craftsman [ ] Manufacturing [ ] Acquaintance [ ] Homemaker [ ] Mining [ ] Newcomer Service [ ] Legal [ ] Nonclassifiable Establishments [ ] Cold Canvass [ ] Managerial/Executive [ ] Public Administration [ ] Lead Letter Reply [ ] Medical [ ] Retail Trade [ ] Published Sources [ ] Professional [ ] Services [ ] Walk-in [ ] Sales [ ] Transportation, Communication [ ] Family member or yourself & Utilities [ ] Service Worker Other [ ] Technical [ ] Wholesale Trade | |______________________________
- -------------------------------------------------------------------------------- CONTRACT DELIVERY INSTRUCTIONS - -------------------------------------------------------------------------------- Deliver contract package to the servicing agent at the: [ ] GA office [ ] DA office [ ] Agent's own office - -------------------------------------------------------------------------------- PRODUCTION AND COMMISSION CREDITS - --------------------------------------------------------------------------------
Primary or Secondary If secondary contract, Agent Number Agents Full Name*: Last, First % Interest Contract (P or S) secondary Appt. Agt. No. | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________
*Commissions are payable only to Registered Representatives of Northwestern Mutual Investment Services, LLC. General Agent's Number General Agent's Stamp | | |_______________________ | | |_________________ 46 - ----------------------------------------------------------------------------------------------------------------- A Annuitant Amount Plan | | | |_________________________________|$_________|_________________________________ RECEIPT If the premium or purchase Received of___________________________________________________________________ payment is paid at the time of application, this receipt the sum of $__________________________________________________________________ must be completed and given for the Annuity applied for in the application to The Northwestern Mutual LIfe to the Applicant. No other Insurance Company, 720 East Wisconsin Ave., Milwaukee, WI 53202. receipt will be recognized by the Company. Place and Date Agent | | |_________________________________|____________________________________________
ALL CHECKS SHOULD BE PAYABLE TO NORTHWESTERN MUTUAL LIFE. DO NOT MAKE THE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK. EFFECTIVE DATE: The Annuity will be effective on the date the application and initial purchase payment are received at the Home Office. Receipt of purchase payments at a payment facility designated by Northwestern Mutual Life will be considered the same as receipt at the Home Office. REFUND: If delivery of a Fixed Annuity-Single Premium Retirement Annuity is not accepted, the Company will refund any premium paid. If delivery of a Variable Annuity is not accepted, the Company will refund the sum of the difference between the purchase payments paid and the amounts, if any, allocated to the Separate Account plus the value of the Accumulation Units of the Separate Account on the effective date of return, except where otherwise required by law. No agent is authorized to make or alter contracts or to waive any of the Company's rights or requirements.
EX-99.B.(4).(A).(1) 3 FLEXIBLE PAYMENT VARIABLE ANNUITY BACK LOAD CONT. 1 EXHIBIT B(4)(a)(1) The Northwestern Mutual Life Insurance Company agrees to pay the benefits provided in this contract, subject to its terms and conditions. Signed at Milwaukee, Wisconsin on the Issue Date. (signed) President and CEO Secretary FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A Net Purchase Payments accumulated in a Separate Account, assets of which are invested in shares of one or more mutual funds, or Guaranteed Interest Fund. Contract benefits payable in one sum or as variable or guaranteed monthly income. Variable Payment Plan benefits described in Section 11. Participating. AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. RIGHT TO RETURN CONTRACT. Please read this contract carefully. The Owner may return the contract for any reason within ten days after receiving it. Return of the contract is effective on the date written notice of the return is delivered, mailed or sent by telegram to either The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or the agent who sold the contract. If returned, the contract will be cancelled and the Company will refund the sum of (a) the difference between the Purchase Payments paid and the amounts, if any, allocated to the Separate Account plus (b) the value of the Accumulation Units of the Separate Account on the effective date of return. CONTRACT NUMBER 12 345 678 PRIMARY ANNUITANT John J. Doe ISSUE DATE March 31, 2000 Sex Neutral 2 TABLE OF CONTENTS CONTRACT INFORMATION, INVESTMENT ACCOUNTS CHARGES AND FEES MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS SECTION 1. GENERAL TERMS AND DEFINITIONS SECTION 2. SEPARATE ACCOUNT o Separate Account o Accumulation Units o Net Investment Factor o Substitution and Change SECTION 3. GUARANTEED INTEREST FUND o Guaranteed Interest Fund o Accumulation Value o Transfer Restrictions o Maximum Guaranteed Interest Fund Accumulation Value o Table of Guaranteed Values SECTION 4. PURCHASE PAYMENTS, TRANSFERS AND WITHDRAWALS o Payment of Purchase Payments o Application of Purchase Payments o Selection of Investment Account for Purchase Payments o Transfer of Accumulation Value o Withdrawals and Full Surrender o Effective Date SECTION 5. BENEFITS o Maturity Benefit o Death Benefit if Annuitant is an Owner o Death Benefit if Annuitant is not an Owner SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS o Naming and Changing of Beneficiaries o Succession in Interest of Beneficiaries o Trustee as Beneficiary o General o Naming and Changing a Contingent Annuitant 3 SECTION 7. CHARGES, FEES AND CONVERSION o Premium Taxes o Contract Fee o Conversion of Investment Accounts o Withdrawal Charge SECTION 8. OWNERSHIP o The Owner o Transfer of Ownership o Naming and Changing a Successor Owner o Collateral Assignment o Reports to Owners o Transferability Restrictions SECTION 9. THE CONTRACT o Guarantees o Valuation of Separate Account Assets o Determination of Separate Account Values o Deferment of Benefit Payments o Dividends o Incontestability o Misstatements o Entire contract; Changes o Termination of Contract. SECTION 10. PAYMENT OF CONTRACT BENEFITS o Payment of Benefits o Death Benefit o Effective Date for Payment Plan o Payment Plan Elections SECTION 11. PAYMENT PLANS o Description of Payment Plans o Allocation of Benefits o Annuity Units under Variable Payment Plans o Payments under Variable Payment Plans o Transfers Involving Variable Payment Plans o Withdrawal under Payment Plans o Naming and Changing of Beneficiaries under Payment Plans o Succession in Interest of Beneficiaries under Payment Plans o Payment Plan Rates 4 ADDITIONAL BENEFITS (IF ANY) APPLICATION ENDORSEMENTS to be made only by the Company at the Home Office 5 CONTRACT INFORMATION CONTRACT NUMBER 12 345 678 PLAN Flexible Payment Variable Annuity ADDITIONAL BENEFITS Enhanced Death Benefit TAX REPORTING CATEGORY Pension Annuity PRIMARY ANNUITANT John J. Doe AGE AND SEX 35 Male OWNER John J. Doe, the Annuitant ISSUE DATE March 31,2000 CONTRACT ANNIVERSARY March 31, 2001 and each March 31 thereafter MATURITY DATE March 31, 2050 DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant
INVESTMENT ACCOUNTS On the Issue Date, Net Purchase Payments and contract values may be allocated among the following Investment Accounts. Available Separate Account Divisions are subject to change. See Section 2.1. Divisions of Separate Account A: Select Bond Division International Equity Division Money Market Division Balanced Division Index 500 Stock Division Aggressive Growth Stock Division High Yield Bond Division Growth Stock Division Growth and Income Stock Division Index 400 Stock Division Small Cap Growth Stock Division Russell Multi-Style Equity Division Russell Aggressive Equity Division Russell Non-US Division Russell Core Bond Division Russell Real Estate Securities Division Guaranteed Accounts: Guaranteed Interest Fund Page 3 6 CONTRACT NUMBER 12 345 678 CHARGES AND FEES DEDUCTION FROM PURCHASE PAYMENTS: PREMIUM TAX (See Section 7.1): For the first Contract Year, Premium Taxes are not deducted from Purchase Payments. After the first Contract Year, the Company may deduct Premium Taxes from Purchase Payments received or benefits paid. ANNUAL MORTALITY AND EXPENSE RISK CHARGE (See Section 2.3): Class A Annuity and Accumulation Units: 0.50% at Issue; 0.75% Maximum Class B Annuity and Accumulation Units: 1.25% at Issue; 1.50% Maximum ANNUAL CONTRACT FEE (See Section 7.2): $30 charged on the contract anniversary. The contract fee will be waived if the Accumulation Value of the contract equals or exceeds $25,000 on the contract anniversary. ENHANCED DEATH BENEFIT CHARGE 0.10% of the Enhanced Death Benefit on each contract anniversary. TRANSFER FEE (See Sections 4.4 and 11.5): $25 beginning with the thirteenth transfer in any Contract Year. CONTINUED ON PAGE 4-1 Page 4 7 CONTINUED FROM PAGE 4 CHARGES AND FEES WITHDRAWAL CHARGE: (See Section 7.4) The first $100,000 of Net Purchase Payments paid under the contract start in Category Eight. The next $400,000 start in Category Four. All additional Net Purchase Payments start in Category Two. On each contract anniversary, any amount in a category moves to the next lower category until that amount reaches Category Zero. On the date on which proof of death of the Primary Annuitant is received at the Home Office, Net Purchase Payments paid prior to the date of death move to Category Zero.
Withdrawal Withdrawal Charge Charge Category Percentage Eight 6% Seven 6% Six 6% Five 5% Four 4% Three 3% Two 2% One 1% Zero 0%
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS MINIMUM PURCHASE PAYMENT (See Section 4.1): $25 MINIMUM ACCUMULATION VALUE (See Sections 5.2 and 9.9): $2,000 MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.1): $50 Monthly Income. Page 4-1 8 CONTRACT NUMBER 12 345 678 GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES The table shows minimum guaranteed values and assumes a $5,000 Purchase Payment made at the time of issue followed by subsequent $1,000 Purchase Payments made annually thereafter on each contract anniversary. The values are based on the assumption that 100% of all Net Purchase Payments are allocated to, and remain in, the Guaranteed Interest Fund.
End of Contract Accumulation Cash Year March 31 Value Value 1 2001 $ 5,150 $ 4,850 2 2002 6,303 5,943 3 2003 7,491 7,121 4 2004 8,715 8,345 5 2005 9,976 9,616 6 2006 11,274 10,934 7 2007 12,611 12,301 8 2008 13,989 13,719 Age 70 2035 72,523 72,253
This table is based on the guaranteed annual effective interest rate of 3%. Higher declared rates of interest will increase values. Values shown at the end of contract years do not reflect any Purchase Payments paid on that contract anniversary. The actual guaranteed values may differ from those shown above, depending on the amount and frequency of Purchase Payments. Page 4A 9 SECTION 1. GENERAL TERMS AND DEFINITIONS ACCUMULATION UNIT A unit of measure used to determine the value of the interest of this contract in the Separate Account prior to the date on which amounts are placed under a payment plan. Accumulation Units may be Class A Accumulation Units or Class B Accumulation Units. ACCUMULATION VALUE The Accumulation Value of a Separate Account Division is the total value of all Accumulation Units in that Division. The Accumulation Value of the Guaranteed Interest Fund is the sum of amounts applied to the fund, plus credited interest, less amounts withdrawn or transferred from the fund. The Accumulation Value of the contract is the sum of the Accumulation Values of all Investment Accounts. ANNUITANT The Primary Annuitant and, upon the death of the Primary Annuitant, the Contingent Annuitant. ANNUITY UNIT A unit of measure used to determine the amount of variable payments under a variable payment plan and the value of the interest of a variable payment plan in the Separate Account. Annuity Units may be Class A Annuity Units or Class B Annuity Units. BENEFICIARIES The term "Beneficiaries" as used in this contract includes direct beneficiaries, contingent beneficiaries and further payees. COMPANY The Northwestern Mutual Life Insurance Company. CONTINGENT ANNUITANT The person who becomes the Annuitant upon the death of an Annuitant. CONTRACT FEE An annual charge for administration expenses made on each contract anniversary prior to the Maturity Date. CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries. DIVISION A component of the Separate Account to which the Owner may allocate Net Purchase Payments and contract values. GUARANTEED INTEREST FUND The portion of the contract that is credited with a guaranteed interest rate and which is held as part of the general assets of the Company. The Guaranteed Interest Fund may consist of a Class A Guaranteed Interest Fund and a Class B Guaranteed Interest Fund. HOME OFFICE The office of The Northwestern Mutual Life Insurance Company located at 720 East Wisconsin Avenue, Milwaukee, WI 53202. INVESTMENT ACCOUNT The Guaranteed Interest Fund and Separate Account Divisions available for allocation of Net Purchase Payments and contract values. The available Investment Accounts are listed on page 3. 10 ISSUE DATE The date this contract is issued and becomes effective. MATURITY DATE The date upon which contract benefits will become payable. If the contract is continued in force under the Optional Maturity Date provision, the Optional Maturity Date will become the Maturity Date. NET PURCHASE PAYMENT A Purchase Payment less all applicable deductions. Deductions may include a Premium Tax. OPTIONAL MATURITY DATE The contract anniversary nearest the Annuitant's 90th birthday. Upon reaching the Maturity Date shown on page 3, the Owner may elect to continue the contract in force until this Optional Maturity Date. OWNER The person possessing the ownership rights stated in this contract. PORTFOLIOS Mutual funds or portfolios of mutual funds in which the assets of the Separate Account are invested. PREMIUM TAX A tax imposed by a governmental entity when Purchase Payments are received or benefits are paid. PRIMARY ANNUITANT The person upon whose life this contract is initially issued. PURCHASE PAYMENT A payment made by or on behalf of the Owner with respect to this contract. SEPARATE ACCOUNT NML Variable Annuity Account A. The Separate Account consists of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets and all other separate account assets of the Company. SUCCESSOR OWNER The person designated to become the Owner upon the death of the Owner, provided the Owner was not the Annuitant at the time of the Owner's death. TRANSFER FEE A deduction that is made from the amount transferred between Investment Accounts. WITHDRAWAL CHARGE A deduction that is made from maturity benefits and withdrawal amounts. WITHDRAWAL CHARGE FREE AMOUNT For a withdrawal, the amount that can be withdrawn without a Withdrawal Charge prior to the withdrawal of Net Purchase Payments VALUATION DATE Any day on which the assets of the Separate Account are valued. Assets are valued as of the close of trading on the New York Stock Exchange for each day the Exchange is open. 11 SECTION 2. SEPARATE ACCOUNT 2.1 SEPARATE ACCOUNT The Separate Account (NML Variable Annuity Account A) has been established by the Company. The Separate Account consists of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets and all other separate account assets of the Company. The assets of the Separate Account will not be charged with liabilities arising out of any other business the Company may conduct. Interests in the Separate Account are represented by Accumulation Units and Annuity Units, described in Sections 2.2 and 11.3, respectively. The Separate Account is comprised of the Divisions listed on page 3. The assets allocated to these Divisions are invested in shares of the corresponding Portfolios. Shares of the Portfolios are purchased for the Separate Account at their net asset value. The Company reserves the right to eliminate or add additional Divisions and Portfolios. 2.2 ACCUMULATION UNITS The interest of this contract in the Separate Account, prior to the date on which amounts become payable under a payment plan, is represented by Accumulation Units. The dollar value of Accumulation Units for each Division will increase or decrease to reflect the investment experience of the Division. The value of an Accumulation Unit on any Valuation Date is the product of: o the value on the immediately preceding Valuation Date; and o the Net Investment Factor for the period from the immediately preceding Valuation Date up to and including the current Valuation Date (the current period). There may be Class A and Class B Accumulation Units. The Mortality and Expense Risk Charge for each class is shown on page 4. Net Purchase Payments applied to the Separate Account and transfers from the Class B Guaranteed Interest Fund purchase Class B Accumulation Units until conversion takes place as described in Section 7.3. 2.3 NET INVESTMENT FACTOR For each Division of the Separate Account the Net Investment Factor for the current period is one plus the net investment rate for that Division. The net investment rate for the current period is equal to the gross investment rate for the Division reduced on each Valuation Date by a Mortality and Expense Risk Charge. The charge for these risks on the Issue Date is shown on page 4. The Company may increase or decrease the charge after the Issue Date, but the Company may not increase the charge to exceed the maximum charge shown on page 4. 12 The gross investment rate for the current period for each Division is equal to a. divided by b. where: a. is: o the investment income of the Division for the current period; plus o capital gains for the period, whether realized or unrealized, on the assets of the Division; less o capital losses for the period, whether realized or unrealized, on the assets of the Division; less o deduction for any tax liability paid or reserved for by the Company resulting from the maintenance or operation of the Division; and less o any reasonable expenses paid or reserved for by the Company which result from a substitution of other securities for shares of the Portfolio(s) as set forth in Section 2.4; and b. is the value of the assets in the Division on the immediately preceding Valuation Date. The gross investment rate may be positive or negative. The deduction for any tax liability may be charged proportionately against those contracts to which the liability is attributable by a reduction in the gross investment rate for those contracts. 2.4 SUBSTITUTION AND CHANGE Pursuant to the authority of the Board of Trustees of the Company: o the assets of the Division may be invested in securities other than shares of the Portfolio(s) as a substitute for those shares already purchased or as the securities to be purchased in the future; and o the provisions of the contracts may be modified to comply with any other applicable federal or state laws. In the event of a substitution or change, the Company may make appropriate endorsement on this and other contracts having an interest in the Separate Account and take other actions as may be necessary to effect the substitution or change. Any such substitution or change will be subject to any required approval of the Commissioner of Insurance for the state of Wisconsin, and filing with the state in which this contract is issued. 13 SECTION 3. GUARANTEED INTEREST FUND 3.1 GUARANTEED INTEREST FUND Net Purchase Payments (see Section 4.2) and amounts transferred from other Investment Accounts under this contract (see Section 4.4) may be applied to the Guaranteed Interest Fund. Contract benefits placed under a variable payment plan may not be applied to the Guaranteed Interest Fund. Amounts applied to the Guaranteed Interest Fund become part of the general assets of the Company. 3.2 ACCUMULATION VALUE The Accumulation Value of the Guaranteed Interest Fund is the sum of the amounts applied to it, plus credited interest, less any amounts withdrawn or transferred from the fund. Interest begins to accrue on the effective date of the Purchase Payment or transfer (see Section 4.6). There may be Class A and Class B Guaranteed Interest Funds. Net Purchase Payments applied to the Guaranteed Interest Fund and amounts transferred from Class B Accumulation Units into the Guaranteed Interest Fund are applied to the Class B Guaranteed Interest Fund until conversion takes place as described in Section 7.3. Amounts transferred from Class A Accumulation Units into the Guaranteed Interest Fund are applied to the Class A Guaranteed Interest Fund. Interest will be credited at an annual effective interest rate of not less than 3%. A higher rate may be declared by the Company from time to time for a period set by the Company. The declared rate for the Class A Guaranteed Interest Fund will always equal or exceed the declared rate for the Class B Guaranteed Interest Fund. 3.3 TRANSFER RESTRICTIONS Transfers of Accumulation Value from the Guaranteed Interest Fund will not be allowed for a period of 365 days following the most recent transfer of Accumulation Value from the Guaranteed Interest Fund. The maximum amount of the Accumulation Value that may be transferred from the Guaranteed Interest Fund in one transfer is limited to the greater of: o 25% of the Accumulation Value of the Guaranteed Interest Fund on the last contract anniversary preceding the transfer; and o the amount of the most recent transfer from the Guaranteed Interest Fund. However, in no event will this maximum transfer amount be less than $1,000 or greater than $50,000. Transfers of Accumulation Value into the Guaranteed Interest Fund will not be allowed for a period of 90 days following the most recent transfer of Accumulation Value from the Guaranteed Interest Fund. 14 3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE The Accumulation Value of the Guaranteed Interest Fund may not exceed $1,000,000 without prior consent of the Company, except when the maximum is exceeded because of interest accruing to the Guaranteed Interest Fund. 3.5 TABLE OF GUARANTEED VALUES Accumulation and cash values are shown on page 4A. The values are based on the assumptions stated on page 4A and are for the end of the contract years shown. Values for contract years not shown are calculated on the same basis as those shown on page 4A. Guaranteed values are at least as great as those required by the state in which this contract is delivered. SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS 4.1 PAYMENT OF PURCHASE PAYMENTS All Purchase Payments are payable at the Home Office or to an authorized agent. A receipt signed by an officer of the Company will be furnished on request. Purchase Payments may be made at any time prior to the death of an Owner and prior to the Maturity Date. Purchase Payments may be made after the death of an Owner only if the new Owner of the contract is the surviving spouse of the deceased Owner. The Owner may vary the amount of Purchase Payments, but no Purchase Payment may be less than the Minimum Purchase Payment shown on page 4. Total Purchase Payments may not exceed $5,000,000 without the consent of the Company. The Company will not accept any Purchase Payment under Section 4 unless it is a contribution under a pension or profit sharing plan which meets the requirements of Section 401 of the Internal Revenue Code of 1954, as amended, or the requirements for deduction of the employer's contribution under Section 404 (a)(2) of such code. 4.2 APPLICATION OF PURCHASE PAYMENTS Each Purchase Payment, net of Premium Taxes, will be applied to one or more Investment Accounts. Net Purchase Payments applied to the Guaranteed Interest Fund will accrue interest from the effective date of the Purchase Payment. Net Purchase Payments purchase Class B Accumulation Units or are applied to the Class B Guaranteed Interest Fund. Accumulation Units are credited as of the effective date of the Net Purchase Payment. The number of Accumulation Units will be determined by dividing the Net Purchase Payment by the value of an Accumulation Unit on the effective date. This number of Accumulation Units will not be changed by any subsequent change in the dollar value of Accumulation Units. 15 4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS The Owner may change the allocation of Net Purchase Payments among the Investment Accounts by written notice to the Company. Net Purchase Payments received at the Home Office on or after the date on which notice is received will be applied to the designated Investment Accounts on the basis of the new allocation. 4.4 TRANSFER OF ACCUMULATION VALUE Before the Maturity Date the Owner may, on request satisfactory to the Company, transfer amounts from one Investment Account to another, subject to the transfer restrictions described in Section 3.3. For transfers among the Separate Account Divisions, the number of Accumulation Units to be applied or deducted will be adjusted to reflect the respective value of the Accumulation Units in each of the Divisions on the date the transfer is effective. For transfers from the Guaranteed Interest Fund, amounts closest to expiration of an interest rate guarantee will be removed first. In the event that two amounts are equally close to expiration, the one which was applied to the Guaranteed Interest Fund earlier will be removed first. Any transfers of Class A Accumulation Value purchase Class A Accumulation Units or are applied to the Class A Guaranteed Interest Fund. Any transfers of Class B Accumulation Value purchase Class B Accumulation Units or are applied to the Class B Guaranteed Interest Fund. A Transfer Fee may be deducted from the amount transferred. The maximum amount of the Transfer Fee is shown on page 4. The minimum amount which may be transferred is the lesser of $100 or the entire Accumulation Value of the Investment Account from which the transfer is being made. 4.5 WITHDRAWALS AND FULL SURRENDER Before the Maturity Date the Owner may, on request satisfactory to the Company, withdraw all or a portion of the Accumulation Value of the contract. The Company may require that the Minimum Accumulation Value shown on page 4 remain after a partial withdrawal. Withdrawal of the entire value of the contract constitutes a full surrender, and receipt of the contract at the Home Office will terminate this contract. Receipt of the contract may be waived by the Company. The cash value of the amount withdrawn will be the Accumulation Value withdrawn determined as of the date the withdrawal is effective, less any applicable Withdrawal Charge. The Withdrawal Charge is described in Section 7.4 The term "withdrawal amounts" as used in this contract includes amounts paid as full surrenders and withdrawals of a portion of the Accumulation Value of the contract. 16 Withdrawals from the Guaranteed Interest Fund will be withdrawn in accordance with the Order of Withdrawal provisions of Section 7.4. Subject to that order of withdrawal, the first amounts withdrawn from the Class A Guaranteed Interest Fund or the Class B Guaranteed Interest Fund, whichever are applicable, will be those amounts closest to the expiration of an interest rate guarantee. In the event two amounts are equally close to expiration, the one which was applied to the Guaranteed Interest Fund earlier will be removed first. 4.6 EFFECTIVE DATE The effective date of a Purchase Payment, transfer, or withdrawal is the Valuation Date on which the Purchase Payment or the request for transfer or withdrawal is received at the Home Office. However, the Purchase Payment, transfer, or withdrawal will be effective on the following Valuation Date if the Purchase Payment, request for transfer or withdrawal is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. SECTION 5. BENEFITS 5.1 MATURITY BENEFIT MATURITY OPTIONS. If the Annuitant is living on the Maturity Date shown on page 3, and that Maturity Date is earlier than the contract anniversary nearest the Annuitant's 90th birthday, the Owner may elect between the following maturity options: o payment of a monthly income under a payment plan chosen by the Owner; or o deferral of the maturity benefit and continuation of this contract to the Optional Maturity Date. The contract will continue under this option if a written election for this purpose is received by the Company or if on the Maturity Date shown on page 3, the Owner has not chosen a payment plan. If the Annuitant is living on the Maturity Date and that Maturity Date is on or after the contract anniversary nearest the Annuitant's 90th birthday, the Company will pay a monthly income under a payment form chosen by the Owner. PAYMENT OF MATURITY BENEFIT. The amount of the monthly income paid as the maturity benefit will depend on the payment plan chosen (see Section 11) and the maturity value. The maturity value of this contract will be the Accumulation Value of the contract on the effective date of the maturity benefit, less any applicable Withdrawal Charge (see Section 7.4). The maturity benefit will be effective on the Maturity Date. However, if the New York Stock Exchange is closed on the Maturity Date, the effective date will be the Valuation Date next preceding the Maturity Date. If no payment form is chosen at the time a monthly income becomes payable, payments will be made under the variable payment form of Life Income Plan (Option C), with installments certain for ten years, as described in Section 11.1. 17 OPTIONAL MATURITY DATE. The Optional Maturity Date is the contract anniversary nearest the Annuitant's 90th birthday. If the contract is continued to the Optional Maturity Date, all contract rights of the Owner will continue in effect to the Optional Maturity Date. The Optional Maturity Date will become the Maturity Date for all other purposes of this contract. 5.2 DEATH BENEFIT IF ANNUITANT IS AN OWNER If the Annuitant is an Owner, the beneficiary becomes entitled to the Death Benefit upon receipt at the Home Office of satisfactory proof of the death of the Annuitant before the Maturity Date. The Death Benefit will be the Accumulation Value of the contract determined on the effective date. The effective date is the date on which proof of death is received at the Home Office. However, the effective date will be the next following Valuation Date if the proof of death is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. If the beneficiary becomes entitled to the Death Benefit due to the death of the Primary Annuitant prior to the Primary Annuitant's 75th birthday, the Death Benefit will not be less than: o total Net Purchase Payments paid under the contract; less o any amounts withdrawn under Section 4.5. As of the effective date, the Accumulation Value of the contract will be set at an amount equal to the Death Benefit. Unless a payment plan was elected by the Owner, the beneficiary automatically becomes the Owner and Annuitant of the contract. However, if the beneficiary is not a natural person and no payment plan was elected by the Owner, the beneficiary may select a natural person to be the Annuitant. If a natural person is not selected to be the Annuitant within 60 days of the date on which proof of death of the Annuitant is received at the Home Office, the Accumulation Value will be distributed to the beneficiary. If a beneficiary becomes entitled to the Death Benefit in an amount less than the Minimum Accumulation Value shown on page 4, the Accumulation Value will be distributed to the beneficiary. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6. 5.3 DEATH BENEFIT IF ANNUITANT IS NOT AN OWNER If the Annuitant is not an Owner, upon the death of the Annuitant the contract continues with the Contingent Annuitant (Section 6.5) as the new Annuitant. The Death Benefit will be the Accumulation Value of the contract determined on the effective date. The effective date is the date on which proof of death is received at the Home Office. However, the effective date will be the next following Valuation Date if the proof of death is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. 18 If the Primary Annuitant dies prior to the Primary Annuitant's 75th birthday, the Death Benefit will not be less than: o total Net Purchase Payments paid under the contract; less o any amounts withdrawn under Section 4.5. As of the effective date the Accumulation Value of the contract will be set at an amount equal to the Death Benefit. SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS 6.1 NAMING AND CHANGING OF BENEFICIARIES FOR MATURITY BENEFITS OR WITHDRAWALS BY OWNER. The Owner may name and change the beneficiaries of maturity benefits or withdrawal amounts before the Maturity Date. If no beneficiary is named by the Owner, the Owner will be the direct beneficiary. FOR DEATH BENEFITS BY OWNER. The Owner may name and change the beneficiaries of the Death Benefits while the Annuitant is living. If no such beneficiary is named by the Owner, the Owner or the Owner's estate will be the direct beneficiary. FOR MATURITY OR DEATH BENEFITS OR WITHDRAWAL AMOUNTS BY SPOUSE (MARITAL DEDUCTION PROVISION). o POWER TO APPOINT. The spouse of the Annuitant will have the power alone and in all events to appoint all amounts payable to the spouse under the contract if: a. just before the Annuitant's death, the Annuitant was the Owner; and b. the spouse is a direct beneficiary; and c. the spouse survives the Annuitant. o TO WHOM SPOUSE CAN APPOINT. Under this power, the spouse can appoint: a. to the estate of the spouse; or b. to any other person. o EFFECT OF EXERCISE. As to the amounts appointed, the exercise of this power will: a. revoke any other designation of beneficiaries; b. revoke any election of payment plan as it applies to them; and c. cause any provision to the contrary in Section 6 or 10 of this contract to be of no effect. EFFECTIVE DATE. A naming or changing of a beneficiary will be effective on receipt at the Home Office of a written request that is acceptable to the Company. The request will then take effect as of the date that it was signed. The Company is not responsible for any payment or other action that is taken by it before the receipt of the request. The Company may require that the contract be sent to it to be endorsed to show the naming or change. 19 6.2 SUCCESSION IN INTEREST OF BENEFICIARIES The rights and benefits that a beneficiary becomes entitled to under the contract are shared equally among all surviving direct beneficiaries, if any, otherwise equally among all surviving contingent beneficiaries, if any, otherwise to the Owner or the Owner's Estate. 6.3 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 made 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. 6.4 GENERAL TRANSFER OF OWNERSHIP. A transfer of ownership of itself will not change the interest of a beneficiary. CLAIMS OF CREDITORS. So far as allowed by law, no amount payable under this contract will be subject to the claims of creditors of a beneficiary. 6.5 NAMING AND CHANGING A CONTINGENT ANNUITANT The Owner may name and change a Contingent Annuitant while the Annuitant is living. If the Annuitant was not the Owner immediately prior to the Annuitant's death, the Owner may name and change a Contingent Annuitant during the first 60 days after the date on which proof of death of the Annuitant is received at the Home Office. A change made during this 60 days cannot be revoked. If no one is named as Contingent Annuitant by the end of the 60 day time period, the Company will pay the Accumulation Value to the Owner. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6. A naming or changing of a Contingent Annuitant will be effective on receipt at the Home Office of a written request that is acceptable to the Company. SECTION 7. CHARGES, FEES AND CONVERSION 7.1 PREMIUM TAXES The Company may deduct Premium Taxes incurred from Purchase Payments received. 20 7.2 CONTRACT FEE On each contract anniversary prior to the Maturity Date, a Contract Fee will be charged for administrative expenses. The amount of the Contract Fee is shown on page 4. The Contract Fee will be deducted from the Investment Accounts in proportion to the Accumulation Value of the Investment Accounts. The Contract Fee deducted from the Guaranteed Interest Fund will not exceed the sum of: o 10% of the gross purchase payments applied to the Guaranteed Interest Fund during the contract year; and o interest in excess of an annual effective interest rate of 3% credited to the Guaranteed Interest Fund during the contract year. The effective date of the Contract Fee will be the contract anniversary. However, if the New York Stock Exchange is closed on the contract anniversary, the effective date will be the next following Valuation Date. 7.3 CONVERSION OF INVESTMENT ACCOUNTS On a policy anniversary some Class B Accumulation Units may convert to Class A Accumulation Units and a portion of the Class B Guaranteed Interest Fund may convert to the Class A Guaranteed Interest Fund. The amounts that will be converted are dependent on the conversion of Net Purchase Payments. On a policy anniversary, a Net Purchase Payment converts if: o the total Accumulation Value of the contract exceeds $25,000, o the Net Purchase Payment has not previously converted; and o the Net Purchase Payment is in the zero Withdrawal Charge category. If a Net Purchase Payment converts, a conversion percentage is calculated. The conversion percentage equals the greater of: o the Net Purchase Payments converting divided by all Net Purchase Payments not already converted; and o the Net Purchase Payments converting divided by the value of all Class B Accumulation Units and the Class B Guaranteed Interest Fund, but in no event more than 100%. A percentage of Class B Accumulation Units in each Division(s), equal to the conversion percentage, will convert to Class A Accumulation Units in the same Division(s). The number of Accumulation Units will be adjusted to reflect the respective value of the Accumulation Units on the date of the conversion. A percentage of the Class B Guaranteed Interest Fund, equal to the conversion percentage, will convert to the Class A Guaranteed Interest Fund beginning with the amounts closest to expiration of an interest rate declaration period. For the remainder of the declared interest rate period, such amounts will be credited with interest at the rates applicable to amounts in the Class A Guaranteed Interest Fund as of the date the interest rate was declared. 21 7.4 WITHDRAWAL CHARGE CONDITIONS. Maturity benefits and withdrawals are subject to a Withdrawal Charge described on page 4. There is no Withdrawal Charge on benefits that are paid under a variable Installment Income or variable Life Income Payment Plan. However, the withdrawal of the present value of any unpaid installments under a variable Installment Income Plan (Option B) will be subject to a withdrawal charge if the withdrawal is made less than five years after the date that the payment plan takes effect. CALCULATIONS. The amount of the Withdrawal Charge on the contract is equal to the sum of the Withdrawal Charges on all Net Purchase Payments. The Withdrawal Charge on a Net Purchase Payment is equal to the Withdrawal Charge percentage on the date the Withdrawal Charge is determined, multiplied by the amount of the Net Purchase Payment. The Withdrawal Charge percentages are shown on page 4. The excess of the Accumulation Value of the contract over the total of Net Purchase Payments paid is not subject to a Withdrawal Charge. Withdrawal Charges are determined: o for maturity benefits, as of the Maturity Date. o for withdrawals under Section 4.5, as of the effective date of the withdrawal. o for withdrawals from payment plans, as of the effective date of the withdrawal. WITHDRAWAL CHARGE FREE AMOUNT. If the Accumulation Value of the contract is at least $10,000 on the most recent contract anniversary preceding a withdrawal under Section 4.5, then the amount withdrawn will be taken first from the withdrawal charge free amount. For each Contract Year, the amount eligible for the Withdrawal Charge Free Amount is 10% of the Class B Accumulation Value of the contract on the most recent contract anniversary preceding the withdrawal. ORDER OF WITHDRAWAL. A withdrawal will be taken from the contract in the following order: o first, from the Withdrawal Charge Free Amount, if any; o next, from the Class A Accumulation Value of the contract; o next, from the Net Purchase Payments which have not been converted under Section 7.3, in the order that produces the lowest Withdrawal Charge; and o last, from any remaining Accumulation Value of the contract. SECTION 8. OWNERSHIP 8.1 THE OWNER The Owner is named on page 3. All contract rights may be exercised by the Owner, the Owner's successor, or the Owner's transferee without the consent of any beneficiary. If the contract has more than one Owner, contract rights may be exercised only by authorization of all Owners. Upon the death of an Owner, ownership rights of all Owners terminate if the deceased Owner was the Annuitant. 22 8.2 TRANSFER OF OWNERSHIP The Owner may transfer the ownership of this contract. Written proof of transfer satisfactory to the Company must be received at its Home Office. The transfer will then take effect as of the date it was signed. The Company may require that the contract be sent to it for endorsement to show the transfer. The Company will not be responsible to a transferee Owner for any payment or other action taken by the Company before receipt of the proof of transfer at its Home Office. 8.3 NAMING AND CHANGING A SUCCESSOR OWNER An Owner may name and change a Successor Owner. Naming or changing a Successor Owner will be effective on receipt at the Home Office of a written request for such change that is acceptable to the Company. A Successor Owner succeeds to the interests of an Owner only if the Owner was not the Annuitant at the time of the Owner's death. 8.4 COLLATERAL ASSIGNMENT The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2. 8.5 REPORTS TO OWNERS At least once each Contract Year, the Company will send to the Owner or beneficiary a statement of the Accumulation Values of the Investment Accounts, the number of units credited to the contract, the dollar value of a unit as of a date not more than two months previous to the date of mailing, and a statement of the investments held by the Separate Account. 8.6 TRANSFERABILITY RESTRICTIONS Notwithstanding any other provisions of this contract, the Owner may not: o change the ownership of the contract; or o sell the contract, or assign or pledge the contract as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than the Company. 23 These restrictions will not apply if the Owner is: o the trustee of an employee trust that is qualified under the Internal Revenue Code; or o the custodian of a custodial account treated as an employee trust that is qualified under the Internal Revenue Code. The restrictions do not preclude the employer under a nontrusteed plan from transferring ownership of this contract to the Annuitant or to the employer or trustee under another plan or trust when required by the plan. SECTION 9. THE CONTRACT 9.1 GUARANTEES The Company guarantees that mortality and expense results will not adversely affect the amount of variable payments. 9.2 VALUATION OF SEPARATE ACCOUNT ASSETS The value of the shares of each Portfolio held in the Separate Account on each Valuation Date will be the redemption value of the shares on that date. If the right to redeem shares of a Portfolio has been suspended, or payment of the redemption value has been postponed, the shares held in the Separate Account (and Annuity Units) may be valued at fair value as determined in good faith by the Board of Trustees of the Company for the sole purpose of computing annuity payments. 9.3 DETERMINATION OF SEPARATE ACCOUNT VALUES The method of determination by the Company of the Net Investment Factor, and the number and value of Accumulation Units and Annuity Units, will be conclusive upon the Owner, any assignee, the Annuitant, and any beneficiary. 9.4 DEFERMENT OF BENEFIT PAYMENTS SEPARATE ACCOUNT DIVISIONS. The Company reserves the right to defer determination of the contract values of the Separate Account portion of this contract, or the payment of benefits under a variable payment plan, until after the end of any period during which the right to redeem shares of a Portfolio is suspended, or payment of the redemption value is postponed. Any deferment would be in accordance with the provisions of the Investment Company Act of 1940 by reason of closing of, or restriction of trading on, the New York Stock Exchange, or other emergency, or as otherwise permitted by the Act. In addition, the Company reserves the right to defer payment of contract values until seven days after the end of any deferment in the determination of contract values. GUARANTEED INTEREST FUND. The Company may defer paying contract values of the Guaranteed Interest Fund for up to six months from the effective date of the withdrawal or full surrender. If payment is deferred for 30 days or more, interest will be paid on the withdrawal amounts at an annual effective rate of 3% from the effective date of the withdrawal or surrender to the date of the payment. 24 9.5 DIVIDENDS This contract will share in the divisible surplus of the Company, except while payments are being made under a variable payment plan. This surplus will be determined each year, and the dividend, if any, will be credited on the contract anniversary. Any dividend credited prior to the Maturity Date will be applied on the effective date as a Net Purchase Payment unless the Owner elects to have the dividend paid in cash. The effective date of the dividend will be the contract anniversary. However, if the New York Stock Exchange is closed on the contract anniversary, the effective date will be the next following Valuation Date. Since this policy is not expected to contribute to divisible surplus, it is not expected that any dividends will be paid. 9.6 INCONTESTABILITY The Company will not contest this contract after it has been in force during the lifetime of the Annuitant for two years from the Issue Date. This Issue Date is shown on page 3. 9.7 MISSTATEMENTS If the age or sex of the Annuitant has been misstated, the amount payable will be the amount which the Purchase Payments paid would have purchased at the correct age and sex. If any amounts have been overpaid by the Company due to a misstatement of age or sex, the amount of the overpayment may be deducted from payments to be made by the Company. If any amounts have been underpaid by the Company due to a misstatement of age or sex, the amount of the underpayment will be paid. 9.8 ENTIRE CONTRACT; CHANGES This contract with any amendments and additional benefits and the attached application is the entire contract. Statements in the application are representations and not warranties. A change in the contract is valid only if it is approved by an officer of the Company. The Company may require that the contract be sent to it for endorsement to show a change. No agent has the authority to change the contract or to waive any of its terms. All payments by the Company under this contract are payable at its Home Office. Assets of the Separate Account are owned by the Company and the Company is not a trustee with respect thereto. The company may from time to time adjust the amount of assets contained in the Separate Account, by periodic withdrawals or additions, to reflect the contract deductions and the Company's reserves for this and other similar contracts. This contract is subject to the laws of the state in which it is delivered. All benefits are at least as great as those required by that state. 25 9.9 TERMINATION OF CONTRACT The Company may terminate the contract and pay the Owner the Accumulation Value of the contract and be released of any further obligation if: o prior to the Maturity Date no Purchase Payments have been received under the contract for a period of two full years and each of the following is less than the Minimum Accumulation Value shown on page 4: a. the Accumulation Value of the contract; and b. total Purchase Payments paid under the contract, less any amounts withdrawn under Section 4.5; or o on the Maturity Date the Accumulation Value of the contract is less than the Minimum Accumulation Value shown on page 4 or would provide an initial monthly income which is less than the minimum payment amount shown on page 4. SECTION 10. PAYMENT OF CONTRACT BENEFITS 10.1 PAYMENT OF BENEFITS All or part of the contract benefits may be paid under one or more of the following: o a variable payment plan; o a fixed payment plan; or o in cash. The provisions and rates for variable and fixed payment plans are described in Section 11. Contract benefits may not be placed under a payment plan unless the plan would provide to each beneficiary an initial monthly income of at least the minimum payment amount shown on page 4. A Withdrawal Charge will be deducted from contract benefits before their payment under certain conditions described in Section 7.4. 10.2 DEATH BENEFIT A beneficiary entitled to the Death Benefit upon the death of an Annuitant may elect to receive the Accumulation Value under a payment plan or in cash provided no payment plan was elected by the Owner. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6. 26 10.3 EFFECTIVE DATE FOR PAYMENT PLAN A payment plan that is elected for maturity benefits will take effect on the Maturity Date. If the Annuitant is an Owner, a payment plan that is elected by the Owner for the Death Benefit will take effect on the date proof of death of the Annuitant is received at the Home Office. In all other cases, a payment plan that is elected will take effect: o on the date the election is received at the Home Office; or o on a later date, if requested. 10.4 PAYMENT PLAN ELECTIONS FOR DEATH BENEFITS BY OWNER. The Owner may elect payment plans for death benefits while the Annuitant is living. FOR MATURITY BENEFITS OR WITHDRAWAL AMOUNTS. The Owner may elect payment plans for maturity benefits or withdrawal amounts. TRANSFER BETWEEN PAYMENT PLANS. A beneficiary who is receiving payment under a payment plan which includes the right to withdraw may transfer the amount withdrawable to any other payment plan that is available. SECTION 11. PAYMENT PLANS 11.1 DESCRIPTION OF PAYMENT PLANS INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B) The Company will make monthly installment income payments providing for payment of benefits over a specified period of 10 to 30 years during the first five contract years and over a specified period of 5 to 30 years beginning with the sixth contract year. 27 LIFE INCOME PLANS o SINGLE LIFE INCOME (OPTION C). The Company will make monthly payments for the selected certain period, if any, and thereafter during the remaining lifetime of the individual upon whose life income payments depend. The selections available are: (a) no certain period; or (b) a certain period of 10 or 20 years. o JOINT AND SURVIVOR LIFE INCOME (OPTION E). The Company will make monthly payments for a 10-year certain period and thereafter during the joint lifetime of the two individuals upon whose lives income payments depend and continuing during the remaining lifetime of the survivor. o OTHER SELECTIONS. The Company may offer other selections under the Life Income Plans. o LIMITATIONS. A direct or contingent beneficiary who is a natural person may be paid under a Life Income Plan only if the payments depend on that beneficiary's life. A corporation may be paid under a Life Income Plan only if the payments depend on the life of the Annuitant or, after the death of the Annuitant, on the life of the Annuitant's spouse or dependent. These payment plans are available on either a fixed or variable basis. Under a fixed payment plan the payment remains level. Under a variable payment plan the payment will increase or decrease as described in Section 11.4. 11.2 ALLOCATION OF BENEFITS Upon election of a variable payment plan, the Owner or direct or contingent beneficiary may select the allocation of variable benefits among the Divisions. If no selection is made, the allocation of benefits will be as follows: o for amounts in the Separate Account Divisions, benefits will be allocated in proportion to the Accumulation Value of each Division on the effective date of the variable payment plan; and o for amounts in the Guaranteed Interest Fund, benefits will be allocated 100% to the Money Market Division. 11.3 ANNUITY UNITS UNDER VARIABLE PAYMENT PLANS The interest of this contract in the Separate Account after the effective date of a variable payment plan is represented by Annuity Units. There may be Class A Annuity Units and Class B Annuity Units. The Mortality and Expense Risk Charge used to calculate the Net Investment Factor for each class is shown on page 4. The dollar value of Annuity Units for each Division will increase or decrease to reflect the investment experience of the Division. The value of an Annuity Unit on any Valuation Date is the product of: o the Annuity Unit value on the immediately preceding Valuation Date; o the Net Investment Factor for the period from the immediately preceding Valuation Date up to and including the current Valuation Date (the current period); and o the Daily Adjustment Factor of .99990575 raised to a power equal to the number of days in the current period to reflect the Assumed Investment Rate of 3 1/2% used in calculating the monthly payment rate. 11.4 PAYMENTS UNDER VARIABLE PAYMENT PLANS FIRST PAYMENT. The first payment under a variable payment plan will be due as of the effective date of the payment plan. 28 The amount of the first payment is the sum of payments from each Division, each determined by multiplying the benefits allocated to the Division under the variable payment plan by the applicable monthly variable payment rate per $1,000 of benefits. NUMBER OF ANNUITY UNITS. The number of Annuity Units in each Division under a variable payment plan is determined by dividing the amount of the first payment payable from the Division by the Annuity Unit value for the Division at the close of business on the effective date of the variable payment plan. Class A Accumulation Value purchases Class A Annuity Units and Class B Accumulation Value purchases Class B Annuity Units. The number of Annuity Units will not be changed by any subsequent change in the dollar value of Annuity Units. SUBSEQUENT VARIABLE PAYMENTS. The amount of each subsequent payment from each Division under a variable payment plan will increase or decrease in accord with the increase or decrease in the value of an Annuity Unit which reflects the investment experience of that Division of the Separate Account. The amount of subsequent variable payments is the sum of payments from each Division, each determined by multiplying the fixed number of Annuity Units for the Division by the value of an Annuity Unit for the Division on: o the fifth Valuation Date prior to the payment due date if the payment due date is a Valuation Date; or o the sixth Valuation Date prior to the payment due date if the payment due date is not a Valuation Date. 11.5 TRANSFERS INVOLVING VARIABLE PAYMENT PLANS A beneficiary receiving payments under a variable payment plan may transfer Annuity Units from one Division to another. Any transfers of Class A Annuity Units purchase Class A Annuity Units. Any transfers of Class B Annuity Units purchase Class B Annuity Units. The number of Annuity Units in each Division will be adjusted to reflect the respective value of the Annuity Units in the Divisions on the date the transfer is effective. A Transfer Fee may be deducted from the amount transferred. The amount of the Transfer Fee is shown on page 4. Transfers from the Money Market Division may be made at any time. No transfer from the other Divisions may be made within 90 days of the effective date of a variable payment plan or within 90 days from the effective date of the last transfer. A beneficiary receiving payments under a variable payment plan may transfer from an Installment Income Plan (Option B) to either form of the Life Income Plan (Option C or E). Other transfers may be permitted subject to conditions set by the Company. 29 A transfer will be effective on the Valuation Date on which a satisfactory transfer request is received in the Home Office, or a later date if requested. However, the transfer will be effective on the following Valuation Date if the request is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. 11.6 WITHDRAWAL UNDER PAYMENT PLANS Withdrawal of the present value of any unpaid income payments may be elected at any time by the beneficiary, except that withdrawal may not be elected under a Life Income Plan (Option C or E) until the death of all individuals upon whose lives income payments depend. The withdrawal value under the Installment Income Plan (Option B) will be the present value of any unpaid payments, less any applicable Withdrawal Charge under Section 7.4. The withdrawal value under a Life Income Plan (Option C or E) will be the present value of any unpaid payments for the certain period with no Withdrawal Charge. For a fixed payment plan, the present value of any unpaid income payments will be based on the rate of interest used to determine the amount of the payments. For a variable payment plan, the present value of any unpaid income payments will be based on interest at the Assumed Investment Rate used in calculating the amount of the variable payments. The amount of variable payments used in calculating the present value of unpaid payments will be determined by multiplying the number of Annuity Units by the value of an Annuity Unit on the effective date of withdrawal. A withdrawal will be effective on the Valuation Date on which the request is received in the Home Office. However, the withdrawal will be effective on the following Valuation Date if the request is received at the Home Office either: o on a Valuation Date after the close of trading on the New York Stock Exchange; or o on a day on which the New York Stock Exchange is closed. 11.7 NAMING AND CHANGING OF BENEFICIARIES UNDER PAYMENT PLANS FOR PAYMENT PLANS ELECTED BY OWNER. If the Owner of the contract elected a payment plan, a direct beneficiary may name and change the contingent beneficiaries and further payees of the direct beneficiary's share of the benefits only if: o the direct beneficiary was the Owner of the contract; or o no contingent beneficiary or further payee of that share is living. FOR PAYMENT PLANS ELECTED BY DIRECT BENEFICIARY. If the direct beneficiary elected the payment plan, the direct beneficiary may name and change the contingent beneficiaries and further payees of the direct beneficiary's share of the benefits. 30 11.8 SUCCESSION IN INTEREST OF BENEFICIARIES UNDER PAYMENT PLANS DIRECT BENEFICIARY. Amounts payable under a payment plan will be payable to the direct beneficiary. CONTINGENT BENEFICIARIES. At the death of the direct beneficiary, the present value of any unpaid payments under a payment plan, will be payable in equal shares to the contingent beneficiaries who survive and receive payment. If a contingent beneficiary dies before receiving all or part of the contingent beneficiary's full share, the unpaid portion will be payable in equal shares to the other contingent beneficiaries who survive and receive payment. FURTHER PAYEES. At the death of all direct and contingent beneficiaries, the present value of any unpaid payments under a payment plan, will be paid in one sum: o In equal shares to the further payees who survive and receive payment; or o If no further payees survive and receive payment, to the estate of the last to die of all beneficiaries. 11.9 PAYMENT PLAN RATES PAYMENT RATE TABLES. The guaranteed monthly payment rates for both a fixed payment plan and the first payment under a variable payment plan are shown in the Payment Rate Tables. The tables show rates for the Installment Income Plan for a Specified Period (Option B) and Life Income Plans (Options C and E). Life Income Plan (Option C or E) rates are based on the sex and adjusted age of any individual upon whose life payments depend. The adjusted age is: o the age on the birthday that is nearest to the date on which the payment plan takes effect; plus o the age adjustment shown below for the number of Contract Years that have elapsed from the Issue Date to the date that the payment plan takes effect. A part of a Contract Year is counted as a full year.
CONTRACT YEARS AGE CONTRACT YEARS ELAPSED ADJUSTMENT ELAPSED AGE ADJUSTMENT 1 to 8 0 33 to 40 -4 9 to 16 -1 41 to 48 -5 17 to 24 -2 49 or more -6 25 to 32 -3
CURRENT FIXED PAYMENT PLAN RATES o INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B). The Company may offer fixed payment plan rates higher than those guaranteed in this contract with conditions on withdrawal. o LIFE INCOME PLANS (OPTION C OR E). Payments will be based on rates declared by the Company that will not be less than the rates guaranteed in this contract. The declared rates will provide at least as much income as would the Company's rates, on the date that the payment plan takes effect, for a single premium immediate annuity contract. ALTERNATE VARIABLE RATE BASIS. The Company may from time to time publish higher initial rates for variable payment plans under this contract. These higher rates will not be available to increase payments under payment plans already in effect. 31 When a variable payment plan is effective on an alternate rate basis, the Daily Adjustment Factor described in Section 11.3 will be determined based on the Assumed Investment Rate used in calculating the alternate payment rate. 32 PAYMENT RATE TABLES MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN
INSTALLMENT INCOME PLANS (OPTION B) - ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY (YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT - ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- Years 1-4 11 $ 9.09 21 $ 5.56 Not Available 12 8.46 22 5.39 13 7.94 23 5.24 14 7.49 24 5.09 5 18.12 15 7.10 25 4.96 6 15.35 16 6.76 26 4.84 7 13.38 17 6.47 27 4.73 8 11.90 18 6.20 28 4.63 9 10.75 19 5.97 29 4.53 10 9.83 20 5.75 30 4.45 - ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
GUARANTEED FIXED PAYMENT PLANS
INSTALLMENT INCOME PLANS (OPTION B) - ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY (YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT - ------------------- ----------------- ----------------- ----------------- ----------------- ----------------- Years 1-4 11 $ 8.42 21 $ 4.85 Not Available 12 7.80 22 4.67 13 7.26 23 4.51 14 6.81 24 4.36 5 17.49 15 6.42 25 4.22 6 14.72 16 6.07 26 4.10 7 12.74 17 5.77 27 3.98 8 11.25 18 5.50 28 3.87 9 10.10 19 5.26 29 3.77 10 9.18 20 5.04 30 3.68 - ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
33 PAYMENT RATE TABLES MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN LIFE INCOME PLAN (OPTION C)
---------------------------------------------------------------------------------- SINGLE LIFE MONTHLY PAYMENTS ---------------------------------------------------------------------------------- CHOSEN PERIOD (YEARS) ADJUSTED -------------------- ------------------- -------------------- AGE* ZERO 10 20 -------------------- ------------------- -------------------- -------------------- 55 $ 4.11 $ 4.09 $ 4.01 56 4.18 4.15 4.07 57 4.25 4.22 4.13 58 4.33 4.29 4.18 59 4.40 4.36 4.24 60 4.49 4.45 4.30 61 4.58 4.53 4.37 62 4.68 4.61 4.43 63 4.77 4.71 4.50 64 4.89 4.81 4.57 65 5.01 4.92 4.64 66 5.13 5.03 4.72 67 5.26 5.15 4.78 68 5.41 5.27 4.85 69 5.57 5.40 4.93 70 5.74 5.55 5.00 71 5.92 5.69 5.07 72 6.12 5.84 5.13 73 6.33 6.00 5.20 74 6.55 6.17 5.26 75 6.79 6.35 5.32 76 7.06 6.53 5.37 77 7.34 6.72 5.41 78 7.65 6.90 5.46 79 7.98 7.10 5.50 80 8.34 7.30 5.53 81 8.73 7.49 5.56 82 9.15 7.68 5.59 83 9.60 7.88 5.61 84 10.09 8.07 5.62 85 and over 10.61 8.24 5.63 -------------------- -------------------- ------------------- --------------------
LIFE INCOME PLAN (OPTION E)
- ------------------ ---------------------------------------------------------------------------------------------- JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain) - ------------------ ---------------------------------------------------------------------------------------------- YOUNGER LIFE ADJUSTED AGE* OLDER LIFE ------------ ------------- ------------ ------------ ------------- ------------ -------------- ADJUSTED AGE* 55 60 65 70 75 80 85 and over - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ -------------- 55 $ 3.75 60 3.83 $ 4.02 65 3.90 4.13 $ 4.39 70 3.94 4.22 4.54 $ 4.89 75 3.98 4.28 4.65 5.10 $ 5.59 80 4.00 4.32 4.73 5.24 5.86 $ 6.51 85 and over 4.01 4.34 4.77 5.34 6.04 6.84 $ 7.58 - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
*See Section 11.7 The amount of the payment for any other combination of ages will be furnished by the Company on request. The maximum initial monthly income per $1,000 will be $7.75. Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the 1983 Table a with Projection Scale G. 34 IT IS RECOMMENDED THAT YOU... read your contract. notify your Northwestern Mutual agent or the Company at 720 East Wisconsin Avenue, Milwaukee, WI 53202, of an address change. call your Northwestern Mutual agent for information--particularly on a suggestion to terminate or exchange this contract for another contract or plan. ELECTION OF TRUSTEES The members of The Northwestern Mutual Life Insurance Company are its policyholders of insurance policies and deferred annuity contracts. The members exercise control through a Board of Trustees. Elections to the Board are held each year at the annual meeting of members. Members are entitled to vote in person or by proxy. FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. 35 Exhibit B(4)(b) PAYMENT RATE TABLES MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS GUARANTEED FIXED PAYMENT OR FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN LIFE INCOME PLAN (OPTION C)
- ---------------------------------------------------------------------------------------------------------------------- SINGLE LIFE MONTHLY PAYMENTS - ---------------------------------------------------------------------------------------------------------------------- CHOSEN PERIOD (YEARS) CHOSEN PERIOD (YEARS) MALE ADJUSTED ------------------------------------------- FEMALE ------------------------------------------- AGE* ZERO 10 20 ADJUSTED AGE* ZERO 10 20 - ---------------- -------------- ------------- -------------- ------------- -------------- -------------- ------------- 55 $ 4.41 $ 4.36 $ 4.23 55 $ 4.04 $ 4.02 $ 3.96 56 4.49 4.44 4.29 56 4.10 4.08 4.01 57 4.58 4.52 4.35 57 4.17 4.14 4.07 58 4.67 4.60 4.41 58 4.24 4.21 4.12 59 4.77 4.69 4.47 59 4.31 4.28 4.18 60 4.87 4.79 4.54 60 4.39 4.36 4.24 61 4.98 4.89 4.60 61 4.48 4.44 4.31 62 5.10 4.99 4.67 62 4.57 4.52 4.37 63 5.23 5.11 4.74 63 4.66 4.61 4.44 64 5.36 5.22 4.81 64 4.77 4.71 4.51 65 5.51 5.35 4.87 65 4.88 4.81 4.58 66 5.67 5.47 4.94 66 5.00 4.92 4.66 67 5.84 5.61 5.00 67 5.12 5.03 4.73 68 6.02 5.75 5.07 68 5.26 5.15 4.80 69 6.21 5.89 5.13 69 5.41 5.28 4.88 70 6.41 6.05 5.19 70 5.57 5.42 4.95 71 6.63 6.20 5.25 71 5.74 5.56 5.02 72 6.86 6.36 5.30 72 5.93 5.71 5.09 73 7.11 6.53 5.35 73 6.13 5.87 5.16 74 7.37 6.70 5.39 74 6.34 6.04 5.23 75 7.65 6.87 5.44 75 6.58 6.22 5.29 76 7.96 7.05 5.47 76 6.83 6.40 5.34 77 8.28 7.23 5.51 77 7.11 6.59 5.39 78 8.63 7.40 5.54 78 7.40 6.78 5.44 79 9.01 7.58 5.56 79 7.72 6.98 5.48 80 9.41 7.76 5.59 80 8.07 7.18 5.52 81 9.84 7.93 5.61 81 8.45 7.38 5.55 82 10.30 8.10 5.62 82 8.86 7.58 5.58 83 10.79 8.27 5.63 83 9.30 7.78 5.60 84 11.31 8.42 5.64 84 9.78 7.98 5.62 85 and over 11.87 8.57 5.65 85 and over 10.30 8.16 5.63 - ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
LIFE INCOME PLAN (OPTION E)
- ------------------ ---------------------------------------------------------------------------------------------- JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain) - ------------------ ---------------------------------------------------------------------------------------------- FEMALE ADJUSTED AGE* MALE ---------------------------------------------------------------------------------------------- ADJUSTED AGE* 55 60 65 70 75 80 85 and over - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ -------------- 55 $ 3.75 $ 3.89 $ 4.02 $ 4.14 $ 4.23 $ 4.29 $4.33 60 3.83 4.02 4.21 4.39 4.54 4.65 4.73 65 3.90 4.13 4.39 4.65 4.89 5.09 5.22 70 3.94 4.22 4.54 4.89 5.26 5.58 5.81 75 3.98 4.28 4.65 5.10 5.59 6.07 6.45 80 4.00 4.32 4.73 5.24 5.86 6.51 7.07 85 and over 4.01 4.34 4.77 5.34 6.04 6.84 7.58 - ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
*See Section 11.7 The amount of the payment for any other combination of ages will be furnished by the Company on request. The maximum initial monthly income per $1,000 will be $7.75. Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the 1983 Table a with Projection Scale G. 36 EXHIBIT B(4)(c) ENHANCED DEATH BENEFIT AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE PART OF THIS ANNUITY CONTRACT ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY. IN THE CASE OF A CONFLICT WITH ANY PROVISIONS IN THE CONTRACT, THE PROVISIONS OF THIS AMENDMENT WILL CONTROL. SECTION 5.2 AND SECTION 5.3 ARE AMENDED IN THEIR ENTIRETY TO READ AS FOLLOWS: SECTION 5.2 DEATH BENEFIT IF PRIMARY ANNUITANT IS AN OWNER IF THE PRIMARY ANNUITANT IS AN OWNER, THE BENEFICIARY BECOMES ENTITLED TO THE DEATH BENEFIT UPON RECEIPT AT THE HOME OFFICE OF SATISFACTORY PROOF OF THE DEATH OF THE PRIMARY ANNUITANT BEFORE THE MATURITY DATE. THE DEATH BENEFIT WILL BE THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR o THE ENHANCED DEATH BENEFIT. AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT AN AMOUNT EQUAL TO THE DEATH BENEFIT. UNLESS A PAYMENT PLAN WAS ELECTED BY THE OWNER, THE BENEFICIARY BECOMES THE OWNER AND ANNUITANT OF THE CONTRACT. HOWEVER, IF THE BENEFICIARY IS NOT A NATURAL PERSON AND NO PAYMENT PLAN WAS ELECTED BY THE OWNER, THE BENEFICIARY MAY SELECT A NATURAL PERSON TO BE THE ANNUITANT. IF A NATURAL PERSON IS NOT SELECTED TO BE THE ANNUITANT WITHIN 60 DAYS OF THE DATE ON WHICH PROOF OF DEATH OF THE ANNUITANT IS RECEIVED AT THE HOME OFFICE, THE ACCUMULATION VALUE WILL BE DISTRIBUTED TO THE BENEFICIARY. IF A BENEFICIARY BECOMES ENTITLED TO THE DEATH BENEFIT IN AN AMOUNT LESS THAN THE MINIMUM ACCUMULATION VALUE SHOWN ON PAGE 4, THE ACCUMULATION VALUE WILL BE DISTRIBUTED TO THE BENEFICIARY. THE CASH VALUE OF ANY AMOUNT DISTRIBUTED WILL BE THE ACCUMULATION VALUE WITHDRAWN AS OF THE DATE OF WITHDRAWAL AS DETERMINED IN SECTION 4.6. ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5. ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO THAT CONTRACT ANNIVERSARY. On any other Valuation Date prior to the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will be equal to the Enhanced Death Benefit on the most recent contract anniversary, increased by any Purchase Payments paid since that contract anniversary and decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. 37 On any Valuation Date on or after the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will equal the Enhanced Death Benefit on the contract anniversary immediately prior to the Primary Annuitant's 80th birthday increased by any Purchase Payments paid since that contract anniversary and decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4. EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE EITHER: o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK EXCHANGE; OR o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED. TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED, IT CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.2 IN THE CONTRACT ARE APPLICABLE IF THIS AMENDMENT TERMINATES. SECTION 5.3 DEATH BENEFIT IF PRIMARY ANNUITANT IS NOT AN OWNER IF THE PRIMARY ANNUITANT IS NOT AN OWNER, UPON THE DEATH OF THE PRIMARY ANNUITANT, THE CONTRACT CONTINUES WITH THE CONTINGENT ANNUITANT (SECTION 6.5) AS THE NEW ANNUITANT. THE DEATH BENEFIT WILL BE THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR o THE ENHANCED DEATH BENEFIT. AS OF THE EFFECTIVE DATE, THE ACCUMULATION VALUE OF THE CONTRACT WILL BE SET AT AN AMOUNT EQUAL TO THE DEATH BENEFIT. ENHANCED DEATH BENEFIT. PRIOR TO THE FIRST CONTRACT ANNIVERSARY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE TOTAL PURCHASE PAYMENTS PAID UNDER THE CONTRACT LESS ANY AMOUNTS WITHDRAWN UNDER SECTION 4.5. ON THE FIRST CONTRACT ANNIVERSARY AND ON EACH SUBSEQUENT CONTRACT ANNIVERSARY PRIOR TO THE PRIMARY ANNUITANT'S 80TH BIRTHDAY, THE ENHANCED DEATH BENEFIT WILL EQUAL THE GREATER OF: o THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR o THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO THAT CONTRACT ANNIVERSARY. On any other Valuation Date prior to the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will be equal to the Enhanced Death Benefit on the most recent contract anniversary, increased by any Purchase Payments paid since that contract anniversary and 38 decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. On any Valuation Date on or after the Primary Annuitant's 80th birthday, the Enhanced Death Benefit will equal the Enhanced Death Benefit on the contract anniversary immediately prior to the Primary Annuitant's 80th birthday increased by any Purchase Payments paid since that contract anniversary and decreased by any amounts withdrawn under Section 4.5 since that contract anniversary. ENHANCED DEATH BENEFIT CHARGE. ON EACH CONTRACT ANNIVERSARY WHILE THIS AMENDMENT IS IN EFFECT, A CHARGE FOR THE ENHANCED DEATH BENEFIT WILL BE DEDUCTED FROM THE INVESTMENT ACCOUNTS IN PROPORTION TO THE ACCUMULATION VALUE OF THE INVESTMENT ACCOUNTS. THE CHARGE IS SHOWN ON PAGE 4. EFFECTIVE DATE. THE EFFECTIVE DATE IS THE DATE ON WHICH PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE. HOWEVER, THE EFFECTIVE DATE WILL BE THE NEXT FOLLOWING VALUATION DATE IF THE PROOF OF DEATH IS RECEIVED AT THE HOME OFFICE EITHER: o ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK EXCHANGE; OR o ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED. TERMINATION OF ENHANCED DEATH BENEFIT. THIS AMENDMENT WILL REMAIN IN EFFECT UNTIL MATURITY UNLESS THE OWNER REQUESTS THAT IT BE REMOVED, THE CONTRACT TERMINATES, OR THE PRIMARY ANNUITANT DIES. ONCE THE AMENDMENT IS REMOVED IT CANNOT BE ADDED AGAIN. THE PROVISIONS OF SECTION 5.3 IN THE CONTRACT ARE APPLICABLE IF THIS AMENDMENT TERMINATES. (SIGNED) SECRETARY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 39 Exhibit B(4)(d) WAIVER OF WITHDRAWAL CHARGE AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE PART OF THIS ANNUITY CONTRACT ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY. IN THE CASE OF A CONFLICT WITH ANY PROVISIONS IN THE CONTRACT, THE PROVISIONS OF THIS AMENDMENT WILL CONTROL. THE FOLLOWING PROVISIONS ARE HEREBY ADDED TO THE CONTRACT: 1. TERMINAL ILLNESS BENEFIT WITHDRAWAL CHARGES WILL BE WAIVED IF THE PRIMARY ANNUITANT HAS A TERMINAL ILLNESS. A TERMINAL ILLNESS IS AN ILLNESS THAT IS EXPECTED TO RESULT IN THE DEATH OF THE PRIMARY ANNUITANT IN 12 MONTHS OR LESS. AN OWNER REQUESTING WAIVER OF WITHDRAWAL CHARGES IS REQUIRED TO PROVIDE PROOF, SATISFACTORY TO THE COMPANY, OF THE PRIMARY ANNUITANT'S TERMINAL ILLNESS. THE PROOF MUST INCLUDE A CERTIFICATION FROM A LICENSED PHYSICIAN STATING THAT THE PRIMARY ANNUITANT'S LIFE EXPECTANCY IS 12 MONTHS OR LESS. NO WITHDRAWAL CHARGES WILL BE WAIVED IF THE DETERMINATION THAT THE PRIMARY ANNUITANT'S LIFE EXPECTANCY IS 12 MONTHS OR LESS WAS FIRST MADE PRIOR TO THE ISSUE DATE. No Purchase Payments can be made to the contract once proof of terminal illness is provided to the Company. 2. NURSING HOME BENEFIT Withdrawal charges will be waived after the first Contract Year if: o the Primary Annuitant is confined, on a 24 hour per day basis, to a Nursing Home or Hospital for a period of at least 90 consecutive days; and o such confinement is medically necessary. A Nursing Home is a facility that is licensed by the jurisdiction in which it is located to provide nursing care (skilled, intermediate or custodial). A Hospital is a facility that is licensed as a hospital by the jurisdiction in which it is located, and operates primarily for the diagnosis and treatment of and medical or surgical care of sick or injured persons. 40 An Owner requesting waiver of withdrawal charges is required to provide proof, satisfactory to the Company, of the Primary Annuitant's confinement. The proof must include a certification from a licensed physician that the confinement is medically necessary. No withdrawal charges will be waived if the confinement began before the Issue Date. A request for waiver of withdrawal charges must be made no later than 90 days following the date the Primary Annuitant's confinement ended. No Purchase Payments can be made to the contract once proof of confinement is provided to the Company. (signed) Secretary The Northwestern Mutual Life Insurance Company 41 EXHIBIT B(5) A APPLICATION FOR DEFERRED ANNUITY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 720 E. Wisconsin Avenue Milwaukee, Wisconsin 53202 Contract Number | | - -------------------------------------------------------------------------------- 1. OTHER POLICIES - -------------------------------------------------------------------------------- Has a Northwestern Mutual Policy ever been issued on the annuitant's life? [ ] YES, THE LAST POLICY NUMBER IS: __________________ [ ] NO - -------------------------------------------------------------------------------- 2. ANNUITANT - -------------------------------------------------------------------------------- Name: First, MI, Last Sex Birthdate: mm-dd-yyyy | | | |____________________________________________|_______|_____________________ Street Address City, State, Zip | | |____________________________________________|_____________________________ Country, if other than US Taxpayer ID Number E-mail Address | | | |_________________________________|____________________|___________________ - -------------------------------------------------------------------------------- 3. MARKET - -------------------------------------------------------------------------------- Select one: [ ] NON-TAX QUALIFIED } Owner must be indicated. [ ] 457 DEFERRED COMPENSATION PLAN } Go to section 4. [ ] TRADITIONAL IRA [ ] ROTH IRA } If the annuitant is a minor, go to section 4; [ ] SIMPLE IRA } otherwise the annuitant is the [ ] SIMPLIFIED EMPLOYEE PENSION PLAN IRA (SEP) } owner, go to section 5. [ ] 403(b) TDA - EMPLOYEE SALARY REDUCTION ONLY [ ] 403(b) TDA - EMPLOYER MATCHING OR NON-ELECTIVE CONTRIBUTIONS INCLUDED } The annuitant is the owner. [ ] 401(g) NON-TRANSFERABLE ANNUITY } Go to section 5. [ ] PENSION & PROFIT SHARING: Trust Number Taxpayer ID Number | | |________________|________________________________ } The owner and beneficiary } are the trustees of the plan. Name of Owner - Trustees of } Go to section 6. | | |________________|________________________________
42 - -------------------------------------------------------------------------------- 4. OWNER - -------------------------------------------------------------------------------- A minor owner limits future contract actions. Select one: [ ] ANNUITANT } Go to section 5. [ ] SEE ATTACHMENT [ ] UGMA/UTMA - custodian is owner for the benefit of minor [ ] CORPORATION OR TRUST } Enter information below. [ ] OTHER
Name: First, MI, Last/Corporation/Trust Sex Birthdate: mm-dd-yyyy | | | |____________________________________________|______|_____________________ Street Address City, State, Zip | | |____________________________________________|____________________________ Relationship to Annuitant Taxpayer ID Number E-mail Address | | | |____________________________|______________________|_____________________ Date of Trust Name of Trustees | | |__________________|______________________________________________________ - -------------------------------------------------------------------------------- 5. BENEFICIARY - -------------------------------------------------------------------------------- Cannot be annuitant unless "Estate of Annuitant" named. [ ] SEE ATTACHMENT - Go to section 6. DIRECT BENEFICIARY: [ ] OWNER [ ] OTHER - Enter information below: Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ CONTINGENT BENEFICIARY: Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ Name Taxpayer ID Number (Optional) Relationship % | | | | |________________|_______________________________|_________________|______ [ ] And all (other) children of the Annuitant. - -------------------------------------------------------------------------------- 6. REPLACEMENT - -------------------------------------------------------------------------------- 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." Will this annuity: A. Replace Northwestern Mutual Life? [ ] YES [ ] NO B. Replace other companies? [ ] YES [ ] NO C. Result in 1035 exchange? [ ] YES [ ] NO - -------------------------------------------------------------------------------- 7. PLAN - -------------------------------------------------------------------------------- Select one: [ ] VARIABLE ANNUITY - Go to section V1. [ ] FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY - Go to section F1. 43 VARIABLE ANNUITY SECTION - -------------------------------------------------------------------------------- V1. TYPE - -------------------------------------------------------------------------------- [ ] BACK-END DESIGN [ ] FRONT-END DESIGN - Minimum initial purchase payment $10,000. The front-end design may provide better long term financial value than the back end design. Factors to consider in making a decision include the expected holding period of the annuity as well as anticipated liquidity needs. - -------------------------------------------------------------------------------- V2. OPTIONAL ENHANCED DEATH BENEFIT - -------------------------------------------------------------------------------- [ ] I ELECT THE ENHANCED DEATH BENEFIT RIDER. There is an additional charge. Available to age 65. If this rider is not elected, the standard death benefit will apply. See prospectus for more information. - -------------------------------------------------------------------------------- V3. PAYMENT ALLOCATION AND OPTIONS - -------------------------------------------------------------------------------- A. PAYMENT ALLOCATION You must indicate payment allocations. Use whole percentages. Total must equal 100%. NORTHWESTERN MUTUAL SERIES FUND, INC. % |______ Select Bond |______ International Equity |______ Money Market |______ Balanced |______ Index 500 Stock |______ Aggressive Growth Stock |______ High Yield Bond |______ Growth Stock |______ Growth and Income Stock |______ Index 400 Stock |______ Small Cap Growth Stock RUSSELL INSURANCE FUNDS % |______ Multi-Style Equity |______ Aggressive Equity |______ Non-US |______ Real Estate Securities |______ Core Bond FIXED FUND % |______ Guaranteed Interest Fund availability subject to state approval. B. OPTIONS You may select one of the following options: [ ] AUTOMATIC DOLLAR-COST AVERAGING Amount | I authorize |$ ________________________ to be transferred from the Money Market Fund: [ ] MONTHLY [ ] QUARTERLY to the following funds: % Fund Name | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ | | |______ |_________________________________________________ [ ] PORTFOLIO RE-BALANCING Minimum contract value $10,000. Re-balancing transfers are not made to or from the Guaranteed Interest Fund. I authorize re-balancing transfers to be made according to the elected Payment Allocations: [ ] MONTHLY [ ] QUARTERLY [ ] SEMI-ANNUALLY [ ] ANNUALLY 44 - -------------------------------------------------------------------------------- V4. INITIAL PAYMENT - -------------------------------------------------------------------------------- METHOD OF PAYMENT Select one: Amount |$ [ ] CHECK ATTACHED |___________________ Estimated Amount |$ [ ] CHECK COMING FROM ANOTHER INSTITUTION |___________________ [ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT) - Complete section V5. [ ] MULTIPLE CONTRACT BILL (MCB) - Required for Simple IRAs. Complete section V5. IRA INFORMATION This section must be completed if an IRA market was selected in Section 3. CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For advice, consult your tax professional. Select all that apply: [ ] NEW CONTRIBUTIONS - Specify tax year: Current Tax Year | Amount ____________________________|$__________________________ Prior Tax Year | Amount ____________________________|$__________________________ [ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the benefit of the contract owner. Indicate the market the money is coming from. Select one: [ ] TDA [ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT [ ] TRADITIONAL IRA [ ] ROTH IRA [ ] SEP [ ] SIMPLE IRA - THE OWNER HAS BEEN A PARTICIPANT IN THE EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS [ ] MORE THAN TWO YEARS [ ] 60-DAY ROLLOVER - Personal check from owner or check endorsed to Northwestern Mutual Life. Only if applicable, also select one: [ ] TRADITIONAL IRA TO ROTH IRA [ ] SIMPLE IRA TO TRADITIONAL IRA- THE OWNER HAS BEEN A PARTICIPANT IN THE EMPLOYER'S SIMPLE plan for: [ ] TWO YEARS OR LESS [ ] MORE THAN TWO YEARS 45 | | | | Attach Voided Check - -------------------------------------------------------------------------------- V5. SCHEDULED PAYMENTS - -------------------------------------------------------------------------------- You may select either ISA/EFT or MCB. ISA Number [ ] [ ] [ ] [ ] ELECTRONIC FUNDS TRANSFER (ISA/EFT) You must attach a voided check. Select one: [ ] MONTHLY [ ] QUARTERLY [ ] SEMI-ANNUALLY [ ] ANNUALLY Amount Date of First Draft | | |$ | __________________________________________________________________ Bank Transit Number Checking/Savings Account Number | | | | __________________________________________________________________ Bank Name [ ] CHECKING | [ ] SAVINGS | _____________________________________________ BANK ACCOUNT OWNER - Select one: [ ] ANNUITANT [ ] OTHER- Enter information below: Name: First, MI, Last Sex Birthdate: mm-dd-yyyy | | | | | | ______________________________________________________________________________ Street Address City, State, Zip | | | | ______________________________________________________________________________ Taxpayer ID Number Daytime Telephone Number | | | | ______________________________________________________________________________ Signature below is authorization to the depository institution specified above to pay and charge named account with electronic funds transfers, or other form of pre-authorized check or withdrawal order transfers, initiated by the Northwestern Mutual Life Insurance Company to its own order. This authorization will remain in effect until revoked in writing. X __________________________________________________________ Signature of Bank Account Owner [ ] MULTIPLE CONTRACT BILL (MCB) Amount MCB Number MCB Payer Name | | | |$ | | ______________________________________________________________________________ 46 - -------------------------------------------------------------------------------- SIGNATURES - VARIABLE ANNUITY - -------------------------------------------------------------------------------- THE ANNUITANT CONSENTS TO THIS APPLICATION. EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST OF HIS OR HER KNOWLEDGE AND BELIEF. IT IS UNDERSTOOD AND AGREED THAT: If the Owner is a Trustee or successor Trustee under a tax qualified plan or the employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will be fully discharged of liability for any action taken by the Owner in the exercise of any contract right and for all amounts paid to, or at the direction of, the Owner and will have no obligation as to the use of the amounts. In all dealings with the Owner, Northwestern Mutual Life will be fully protected against the claims of every other person. The first purchase payment will be credited the valuation date coincident with or next following the date both the application and the purchase payment are received at the Home Office. Receipt of purchase payments at a payment facility designated by Northwestern Mutual Life will be considered the same as receipt at the Home Office. If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA disclosure statements. BACK-END DESIGN VARIABLE ANNUITY CONTRACTS HAVE PROVISIONS FOR THE ASSESSMENT OF SURRENDER CHARGES ON CASH WITHDRAWAL. No agent is authorized to make or alter contracts or to waive the rights or requirements of Northwestern Mutual Life. I acknowledge receipt of the Prospectus or Offering Circular and Report and I understand that all payments and values provided by this contract, when based on the investment experience of a separate account, are variable and are not guaranteed as to amount. x x _________________________________________________________________ ________________________________________________ Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant) [ ] Trustee [ ] Employer x ________________________________________________ Signature of Licensed Agent Date Signed at: City County State | | | | | | | | ____________ _______________________________________ __________________________ ________
47 FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY SECTION - -------------------------------------------------------------------------------- F1. GUARANTEED PERIOD - -------------------------------------------------------------------------------- [ ]ONE YEAR [ ]THREE YEAR - -------------------------------------------------------------------------------- F2. PAYMENT - -------------------------------------------------------------------------------- METHOD OF PAYMENT Select all that apply: Amount | [ ]CHECK ATTACHED |$ ________________ Estimated Amount | [ ]CHECK COMING FROM ANOTHER INSTITUTION |$ __________________ IRA INFORMATION This section must be completed if an IRA market was selected in Section 3. CAUTION: ACCURATE SELECTION IS NEEDED TO ASSURE CORRECT TAX REPORTING. For advice, consult your tax professional. Select one: [ ] DIRECT TRANSFER - Check Payable to Northwestern Mutual Life for the benefit of the contract owner. Indicate the market the money is coming from. Select one: [ ] TDA [ ] PENSION/PROFIT SHARING/401K/DEFINED BENEFIT [ ] TRADITIONAL IRA [ ] ROTH IRA [ ] SEP [ ] SIMPLE IRA - The owner has been a participant in the employer's SIMPLE plan for: [ ]TWO YEARS OR LESS [ ]MORE THAN TWO YEARS [ ]60-DAY ROLLOVER - Personal check from owner or check endorsed to Northwestern Mutual Life. Only if applicable, also select one: [ ] TRADITIONAL IRA TO ROTH IRA [ ] SIMPLE IRA TO TRADITIONAL IRA - The owner has been a participant in the employer's SIMPLE plan for: [ ] TWO YEARS OR LESS [ ] MORE THAN TWO YEARS 48 - -------------------------------------------------------------------------------- SIGNATURES - FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY - -------------------------------------------------------------------------------- THE ANNUITANT CONSENTS TO THIS APPLICATION. EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS MADE IN THIS APPLICATION ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST OF HIS OR HER KNOWLEDGE AND BELIEF. IT IS UNDERSTOOD AND AGREED THAT: If the Owner is a Trustee or successor Trustee under a tax qualified plan or the employer under a tax qualified non-trusteed plan, Northwestern Mutual Life will be fully discharged of liability for any action taken by the Owner in the exercise of any contract right and for all amounts paid to, or at the direction of, the Owner and will have no obligation as to the use of the amounts. In all dealings with the Owner, Northwestern Mutual Life will be fully protected against the claims of every other person. The premium will be credited the date both the entire premium and the application are received at the Home Office. Receipt of the premium at a payment facility designated by Northwestern Mutual Life will be considered the same as receipt at the Home Office. If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant and/or Annuitant have received and reviewed the appropriate ERISA, IRA or TDA disclosure statements. FIXED ANNUITY - SINGLE PREMIUM RETIREMENT ANNUITY POLICIES HAVE PROVISIONS FOR THE ASSESSMENT OF SURRENDER CHARGES ON CASH WITHDRAWAL. No agent is authorized to make or alter contracts or to waive the rights or requirements of Northwestern Mutual Life. X__________________________________________________________________ X_______________________________________________ Signature of Applicant (Indicate relationship below if applicable) Signature of Annuitant (if other than Applicant) [ ] Trustee [ ] Employer X_______________________________________________ Signature of Licensed Agent Date Signed at: City County State | | | | | | | | ___________________________________________________________________________________________________________________________
49 - -------------------------------------------------------------------------------- AGENT'S CERTIFICATE - -------------------------------------------------------------------------------- Annuitant Name: First, MI, Last A | |_____________________________________________________________________ 1. To the best of your knowledge will the annuity applied for replace any life insurance or annuity contract in this company or elsewhere? [ ] YES [ ] NO Date of Delivery | 2. On |__________ the following Prospectus or Offering Circular and Report was delivered: [ ] ACCOUNT A OFFERING CIRCULAR DATED______________AND REPORT DATED _____________(CORPORATE PENSION PLANS) [ ] ACCOUNT A PROSPECTUS DATED______________(PARTNERSHIP OR SOLE PROPRIETORSHIP PENSION PLANS) [ ] ACCOUNT B PROSPECTUS DATED______________(ALL OTHERS) 3. Was any part of this application translated? [ ] YES, PLEASE EXPLAIN: [ ] NO - -------------------------------------------------------------------------------- CERTIFICATION - -------------------------------------------------------------------------------- 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 Applicant's and Annuitant's answers in accordance with the instructions. I know nothing unfavorable about the Annuitant that is not stated in the application or accompanying letter. I further certify that I have reasonable grounds for believing the purchase of the annuity applied for is suitable as an investment for the Annuitant based on the information furnished by the Applicant and Annuitant and contained herein. If this application is for a Variable Annuity, I certify that a current Prospectus or Offering Circular and Report was delivered and that no written sales materials other than those furnished by the Home Office were used. Agent Phone Number | x_____________________________________________________|________________________ Signature of Agent General Agent's approval for VARIABLE ANNUITIES only (signature of GENERAL AGENT or APPOINTED REGISTERED REPRESENTATIVE) x________________________________ __________________________________________ Signature Print Name or use stamp | | | |_________________________________________ 50 - -------------------------------------------------------------------------------- DEMOGRAPHICS - -------------------------------------------------------------------------------- ANNUITANT'S EDUCATION [ ] Some Education [ ] High School [ ] Associate Degree [ ] Some College [ ] Bachelors [ ] Masters [ ] Attorney at Law [ ] Doctorate NUMBER OF CHILDREN Number | [ ] None | |_________
OCCUPATION INDUSTRY SOURCE OF APPLICANT [ ] Business Owner [ ] Agriculture, Forestry &Fishing [ ] Agent's Own Policyowner [ ] Clerical [ ] Construction [ ] Orphan Policyowner [ ] Consultant [ ] Finance, Insurance &Real Estate [ ] Referred Lead [ ] Craftsman [ ] Manufacturing [ ] Acquaintance [ ] Homemaker [ ] Mining [ ] Newcomer Service [ ] Legal [ ] Nonclassifiable Establishments [ ] Cold Canvass [ ] Managerial/Executive [ ] Public Administration [ ] Lead Letter Reply [ ] Medical [ ] Retail Trade [ ] Published Sources [ ] Professional [ ] Services [ ] Walk-in [ ] Sales [ ] Transportation, Communication [ ] Family member or yourself & Utilities [ ] Service Worker Other [ ] Technical [ ] Wholesale Trade | |______________________________
- -------------------------------------------------------------------------------- CONTRACT DELIVERY INSTRUCTIONS - -------------------------------------------------------------------------------- Deliver contract package to the servicing agent at the: [ ] GA office [ ] DA office [ ] Agent's own office - -------------------------------------------------------------------------------- PRODUCTION AND COMMISSION CREDITS - --------------------------------------------------------------------------------
Primary or Secondary If secondary contract, Agent Number Agents Full Name*: Last, First % Interest Contract (P or S) secondary Appt. Agt. No. | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________ | | | | | |__________________|__________________________________|___________________|________________________|_________________________
*Commissions are payable only to Registered Representatives of Northwestern Mutual Investment Services, LLC. General Agent's Number General Agent's Stamp | | |_______________________ | | |_________________ 51 - ----------------------------------------------------------------------------------------------------------------- A Annuitant Amount Plan | | | |_________________________________|$_________|_________________________________ RECEIPT If the premium or purchase Received of___________________________________________________________________ payment is paid at the time of application, this receipt the sum of $__________________________________________________________________ must be completed and given for the Annuity applied for in the application to The Northwestern Mutual LIfe to the Applicant. No other Insurance Company, 720 East Wisconsin Ave., Milwaukee, WI 53202. receipt will be recognized by the Company. Place and Date Agent | | |_________________________________|____________________________________________
ALL CHECKS SHOULD BE PAYABLE TO NORTHWESTERN MUTUAL LIFE. DO NOT MAKE THE CHECK PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK. EFFECTIVE DATE: The Annuity will be effective on the date the application and initial purchase payment are received at the Home Office. Receipt of purchase payments at a payment facility designated by Northwestern Mutual Life will be considered the same as receipt at the Home Office. REFUND: If delivery of a Fixed Annuity-Single Premium Retirement Annuity is not accepted, the Company will refund any premium paid. If delivery of a Variable Annuity is not accepted, the Company will refund the sum of the difference between the purchase payments paid and the amounts, if any, allocated to the Separate Account plus the value of the Accumulation Units of the Separate Account on the effective date of return, except where otherwise required by law. No agent is authorized to make or alter contracts or to waive any of the Company's rights or requirements.
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