NML VARIABLE ANNUITY ACCOUNT B, 485APOS, 2000-01-27

NML VARIABLE ANNUITY ACCOUNT B
485APOS, 2000-01-27

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<PAGE> 1

Registration No. 2-29240

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. 58 /X/
--

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / /

Amendment No. 23 /X/
--
(Check appropriate box or boxes.)

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

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
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(Name of Depositor)

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

Depositor's Telephone Number, including Area Code 414-271-1444
------------------------------
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.

<PAGE> 2

NML VARIABLE ANNUITY ACCOUNT B

- --------------------------------------------------------------------------------

CROSS-REFERENCE SHEET

N-4, Part A Heading in
Item Prospectus
- ----------- ----------

<S> <C>
1 .................................................... Cover Page
2 .................................................... Index of Special Terms
3 .................................................... Expense Table
4 .................................................... Accumulation Unit Values, Performance Data,
Financial Statements
5 .................................................... The Company, NML Variable Annuity Account B, The
Funds, Voting Rights
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
</TABLE>

- --------------------------------------------------------------------------------

N-4, Part B Heading in Statement
Item of Additional Information
- ----------- -------------------------
<S> <C>
15 ............................................. Cover Page
16 ............................................. Table of Contents
17 ............................................. Not Applicable
18 ............................................. Experts
19 ............................................. Not Applicable
20 ............................................. Distribution of the Contracts
21 ............................................. Performance Data
22 ............................................. Determination of Annuity Payments
23 ............................................. Financial Statements

</TABLE>

<PAGE> 3

March 31, 2000

NORTHWESTERN
MUTUAL LIFE

The Quiet Company(R)

NML VARIABLE ANNUITY ACCOUNT B

Nontax - Qualified Annuities

Individual Retirement Annuities

Roth IRAs

Simplified Employee Pension Plan IRAs

SIMPLE IRAs

Tax Deferred Annuities

457 Deferred Compensation Plan Annuities

Non-Transferable Annuities

(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

<PAGE> 4

NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance Company
MUTUAL LIFE NML Variable Annuity Account B

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 a means for you, the owner, to
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 nontax-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).

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

PROFILE - i

<PAGE> 5

NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance Company
MUTUAL LIFE NML Variable Annuity Account B

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

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

FRONT LOAD CONTRACT ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS

Total
Portfolio Annual Total EXAMPLES: *
Total Annual Portfolio Annual Total Annual Charges At End of
Insurance Charges* Charges Expenses* 1 Year 10 Years
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock 0.53% (0.50% +0.03%) 1.00% 1.43% $54 $205
Aggressive Growth Stock 0.53% (0.50% +0.03%) 0.51% 0.94% $49 $151
International Equity 0.53% (0.50% +0.03%) 0.74% 1.17% $51 $176
Index 400 Stock 0.53% (0.50% +0.03%) 0.35% 0.78% $48 $133
Growth Stock 0.53% (0.50% +0.03%) 0.43% 0.86% $48 $142
Growth and Income Stock 0.53% (0.50% +0.03%) 0.57% 1.00% $50 $158
Index 500 Stock 0.53% (0.50% +0.03%) 0.20% 0.63% $46 $116
Balanced 0.53% (0.50% +0.03%) 0.30% 0.73% $47 $127
High Yield Bond 0.53% (0.50% +0.03%) 0.50% 0.93% $49 $150
Select Bond 0.53% (0.50% +0.03%) 0.30% 0.73% $47 $127
Money Market 0.53% (0.50% +0.03%) 0.30% 0.73% $47 $127
Russell Insurance Funds
Multi-Style Equity 0.53% (0.50% +0.03%) 0.92% 1.35% $53 $196
Aggressive Equity 0.53% (0.50% +0.03%) 1.25% 1.68% $56 $231
Non-U.S. 0.53% (0.50% +0.03%) 1.30% 1.73% $57 $236
Real Estate Securities 0.53% (0.50% +0.03%) 1.15% 1.58% $55 $220
Core Bond 0.53% (0.50% +0.03%) 0.80% 1.23% $52 $183
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>

*TOTAL ANNUAL INSURANCE CHARGES INCLUDE THE INSURANCE CHARGES OF 0.50% PLUS
0.03% 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 0.03%, 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

<PAGE> 6

NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance Company
MUTUAL LIFE NML Variable Annuity Account B

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------

BACK LOAD CONTRACT ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS

Portfolio Total Annual Total EXAMPLES: **
Total Annual Portfolio Annual Total Annual Charges At End of
Insurance Charges** Charges Expenses** 1 Year 10 Years
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock 1.39% (1.25% + 0.14%) 1.00% 2.39% $104 $273
Aggressive Growth Stock 1.39% (1.25% + 0.14%) 0.51% 1.90% $99 $223
International Equity 1.39% (1.25% + 0.14%) 0.74% 2.13% $102 $247
Index 400 Stock 1.39% (1.25% + 0.14%) 0.35% 1.74% $98 $206
Growth Stock 1.39% (1.25% + 0.14%) 0.43% 1.82% $99 $214
Growth and Income Stock 1.39% (1.25% + 0.14%) 0.57% 1.96% $100 $229
Index 500 Stock 1.39% (1.25% + 0.14%) 0.20% 1.59% $96 $189
Balanced 1.39% (1.25% + 0.14%) 0.30% 1.69% $97 $200
High Yield Bond 1.39% (1.25% + 0.14%) 0.50% 1.89% $99 $222
Select Bond 1.39% (1.25% + 0.14%) 0.30% 1.69% $97 $200
Money Market 1.39% (1.25% + 0.14%) 0.30% 1.69% $97 $200
Russell Insurance Funds
Multi-Style Equity 1.39% (1.25% + 0.14%) 0.92% 2.31% $103 $265
Aggressive Equity 1.39% (1.25% + 0.14%) 1.25% 2.64% $107 $298
Non-U.S. 1.39% (1.25% + 0.14%) 1.30% 2.69% $107 $303
Real Estate Securities 1.39% (1.25% + 0.14%) 1.15% 2.54% $106 $288
Core Bond 1.39% (1.25% + 0.14%) 0.80% 2.19% $102 $253
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

**TOTAL ANNUAL INSURANCE CHARGES INCLUDE THE INSURANCE CHARGES OF 1.25% PLUS
0.14% 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 0.14%, DEPENDING UPON THE VALUE
OF YOUR CONTRACT.

6. TAXES The Contracts may be issued as an individual retirement annuity (IRA),
simplified employee pension (SEP), SIMPLE IRA, Roth IRA, tax deferred annuity
(TDA), Section 457 deferred compensation plan, nontransferable annuity or
nontax-qualified annuity. The Contracts will be subject to certain contribution
limits and/or other requirements depending on their tax classification. With the
exception of Roth IRAs and nontax-qualified annuities, purchase payments are
excluded from income. In all cases, earnings on your Contract are not taxed as
they accrue. If the Contract is purchased as an individual retirement annuity
(IRA), tax deferred annuity (TDA) or in other situations where purchase payments
are excluded from income, the entire amount of monthly annuity payments, and any
withdrawals, will generally be taxed as income. If the Contract is purchased as
a ROTH IRA, certain distributions after 5 years will be tax-free. Finally, if
the Contract is purchased as a nonqualified annuity, amounts withdrawn prior to
the income phase will be taxed as income to the extent of earnings. During the
income phase, monthly annuity payments will be considered partly a return of
your investment which is not taxed and partly a distribution of earnings which
is taxed as income. In all cases, a 10% federal penalty tax may apply if you
make taxable withdrawals from the Contract before you reach 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.
Withdrawals are restricted for tax deferred annuities in some situations.

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
0.03% for the Front Load Contract and 0.14% 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
<PAGE> 7

NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance Company
MUTUAL LIFE NML Variable Annuity Account B

<TABLE>
<CAPTION>
PERFORMANCE
- ----------------------------------------------------------------------------------------------------------------------------

FRONT LOAD CONTRACT
CALENDAR YEAR
PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Northwestern Mutual Series
Fund, Inc.
Small Cap Growth Stock* 85.61 NA NA NA NA NA NA NA NA NA
Aggressive Growth Stock 43.17 7.09 13.37 17.19 38.70 4.95 18.60 5.49 55.07 NA
International Equity 22.37 4.37 11.80 20.49 14.08 -0.53 NA NA NA NA
Index 400 Stock* 12.53 NA NA NA NA NA NA NA NA NA
Growth Stock 21.97 26.15 29.30 20.38 30.26 NA NA NA NA NA
Growth and Income Stock 7.02 22.61 29.47 19.45 30.56 NA NA NA NA NA
Index 500 Stock 20.39 28.17 32.63 22.22 36.66 0.76 9.29 6.80 29.00 NA
Balanced 10.72 18.37 20.99 12.96 25.85 -0.45 9.11 4.87 23.40 0.61
High Yield Bond -0.89 -2.27 15.35 19.25 16.28 NA NA NA NA NA
Select Bond -1.45 6.61 8.99 2.87 18.59 -3.25 9.86 6.53 16.37 7.86
Money Market 4.65 4.97 5.02 4.83 5.37 3.61 2.41 2.90 5.24 7.57
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
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

BACK LOAD CONTRACT
CALENDAR YEAR
PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Northwestern Mutual Series
Fund, Inc.
Small Cap Growth Stock* 84.56 NA NA NA NA NA NA NA NA NA
Aggressive Growth Stock 41.80 6.07 12.30 16.07 37.38 3.96 17.47 4.48 53.85 na
International Equity 21.21 3.38 10.73 19.34 13.00 -1.47 NA NA NA NA
Index 400 Stock* 11.89 NA NA NA NA NA NA NA NA NA
Growth Stock 20.81 24.94 28.07 19.23 29.02 NA NA NA NA NA
Growth and Income Stock 6.00 21.44 28.24 18.31 29.32 NA NA NA NA NA
Index 500 Stock 19.24 26.95 31.37 21.05 35.37 -0.20 8.26 5.78 27.77 na
Balanced 9.67 17.24 19.84 11.88 24.65 -1.39 8.07 3.86 22.23 -0.35
High Yield Bond -1.83 -3.20 14.26 18.11 15.17 NA NA NA NA NA
Select Bond -2.39 5.59 7.96 1.88 17.46 -4.17 8.81 5.51 15.27 6.83
Money Market 3.65 3.97 4.02 3.82 4.37 2.63 1.43 1.91 4.23 6.54
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
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

*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 will be adjusted, of course, for any purchase payments or
withdrawals you have made. The death benefit may 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

<PAGE> 8

NORTHWESTERN PROFILE The Northwestern Mutual Life Insurance Company
MUTUAL LIFE NML Variable Annuity Account B

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. For IRAs, Simplified Employee Pension
Plans, SIMPLE IRA Plans, 403(b) Plans and Nontransferable Annuities, you can
arrange for annual required minimum distributions to be sent to you
automatically once you turn age 70 1/2.

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

THESE FEATURES MAY NOT BE AVAILABLE IN ALL STATES AND MAY NOT BE SUITABLE FOR
YOUR PARTICULAR SITUATION.

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
<PAGE> 9

P R O S P E C T U S
NML VARIABLE ANNUITY ACCOUNT B

This prospectus describes individual variable annuity contracts (the
"Contracts") offered by The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life").

We offer the Contracts for use in these situations:

- - Individual Retirement Annuities (IRAs), including traditional IRAs,
Simplified Employee Pensions (SEPs) and SIMPLE IRAs.

- - Roth IRAs.

- - Tax-Deferred Annuities (TDAs).

- - Section 457 deferred compensation plans.

- - Non-transferable annuities issued in exchange for fixed-dollar annuities
received or distributions of termination benefits from tax-qualified plans
or trusts.

- - Other situations that do not qualify for special tax treatment.

We use NML Variable Annuity Account B (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 21.

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 24 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
<PAGE> 10

CONTENTS FOR THIS PROSPECTUS

PAGE
----

PROSPECTUS......................................1
NML Variable Annuity Account B...............1
INDEX OF SPECIAL TERMS..........................3
EXPENSE TABLE...................................3
ACCUMULATION UNIT VALUES........................6
THE COMPANY....................................11
NML VARIABLE ANNUITY
ACCOUNT B...................................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......................12
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
Owners of the Contracts..................15
Special Contract for Employers...........15
Deferment of Benefit Payments............16
Dividends................................16
Voting Rights............................16
Substitution and Change..................16
Fixed Annuity Payment Plans..............16
Performance Data.........................16
Financial Statements.....................17
THE GUARANTEED INTEREST FUND...................17
FEDERAL INCOME TAXES...........................18
Qualified and Nontax-Qualified Plans.......18

Contribution Limitations and General
Requirements Applicable to Contracts......18
Traditional IRA..........................18
SEP......................................18
SIMPLE IRA...............................18
Roth IRA.................................18
Tax Deferred Annuity.....................18
Section 457 Plan.........................19
Nontransferable Annuity..................19
Nontax-qualified Contract................19
Taxation of Contract Benefits..............19
IRAs, SEPs, SIMPLE IRAs, TDAs and
Section 457 Plans and Nontransferable
Annuities...............................19
Roth IRAs................................19
Nonqualified Contracts...................20
Premature Withdrawals....................20
Minimum Distribution Requirements........20
Mandatory Withholding....................21
Taxation of Northwestern Mutual Life.......21
Other Considerations.......................21
DEDUCTIONS.....................................21
Sales Load...............................21
Mortality Rate and Expense Risk Charges..21
Contract Fee.............................22
Withdrawal Charge........................22
Enhanced Death Benefit Charge............23
Premium Taxes............................23
Expenses for the Portfolios and Funds....23
Contracts Issued Prior to March 31, 2000.23
Contracts Issued Prior to March 31, 1995 23
Contracts Issued Prior to
December 17, 1981.......................23
Certain Nontax-Qualified Contracts.......23
Dividends for Contracts Issued Prior to
March 31, 2000.........................24
Reduced Charges for Exchange
Transactions............................24
DISTRIBUTION OF THE CONTRACTS..................24

THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL
INFORMATION APPEARS ON THE PAGE FOLLOWING PAGE 24 OF
THIS PROSPECTUS.

<PAGE> 11

INDEX OF SPECIAL TERMS
The following special terms used in this prospectus are discussed at the pages
indicated.

TERM PAGE TERM PAGE
- ---- ---- ---- ----
<S> <C> <C> <C>
ACCUMULATION UNIT...................................12 ANNUITANT.........................................14
ANNUITY (or ANNUITY PAYMENTS).......................12 MATURITY DATE.....................................14
NET INVESTMENT FACTOR...............................12 OWNER.............................................15
PAYMENT PLANS.......................................14 WITHDRAWAL AMOUNT.................................13
</TABLE>

EXPENSE TABLE

FRONT LOAD CONTRACT ANNUAL EXPENSES OF THE ACCOUNT
TRANSACTION EXPENSES FOR CONTRACTOWNERS (AS A PERCENTAGE OF ASSETS)
- --------------------------------------- ----------------------------
<S> <C>
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
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

BACK LOAD CONTRACT ANNUAL EXPENSES OF THE ACCOUNT
TRANSACTION EXPENSES FOR CONTRACTOWNERS (AS A PERCENTAGE OF ASSETS)
- --------------------------------------- ----------------------------
<S> <C>
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
</TABLE>

ANNUAL EXPENSES OF THE PORTFOLIOS AND FUNDS
(AS A PERCENTAGE OF THE ASSETS)

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT EXPENSES
FEES (AFTER OTHER (AFTER EXPENSE
FEE WAIVER) EXPENSES REIMBURSEMENT)
----------- -------- --------------
<S> <C> <C> <C>
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%
</TABLE>
- -----------------------------

*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.

<PAGE> 12

- --------------------------------------------------------------------------------
EXAMPLE

FRONT LOAD CONTRACT - You would pay the following expenses on each $1,000
investment, assuming 5% annual return:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock $54 $83 $115 $205
Aggressive Growth Stock $49 $69 $ 90 $151
International Equity $51 $76 $102 $176
Index 400 Stock $48 $64 $ 82 $133
Growth Stock $48 $66 $ 86 $142
Growth and Income Stock $50 $71 $ 93 $158
Index 500 Stock $46 $59 $ 74 $116
Balanced $47 $62 $ 79 $127
High Yield Bond $49 $68 $ 89 $150
Select Bond $47 $62 $ 79 $127
Money Market $47 $62 $ 79 $127
Russell Insurance Funds
Multi-Style Equity $53 $81 $111 $196
Aggressive Equity $56 $91 $128 $231
Non-U.S. $57 $92 $130 $236
Real Estate Securities $55 $88 $123 $220
Core Bond $52 $77 $105 $183

</TABLE>

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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock $104 $135 $168 $273
Aggressive Growth Stock $ 99 $120 $143 $223
International Equity $102 $127 $155 $247
Index 400 Stock $ 98 $115 $135 $206
Growth Stock $ 99 $117 $139 $214
Growth and Income Stock $ 100 $122 $146 $229
Index 500 Stock $ 96 $110 $127 $189
Balanced $ 97 $113 $132 $200
High Yield Bond $ 99 $120 $142 $222
Select Bond $ 97 $113 $132 $200
Money Market $ 97 $113 $132 $200
Russell Insurance Funds
Multi-Style Equity $103 $132 $164 $265
Aggressive Equity $107 $142 $180 $298
Non-U.S. $107 $144 $183 $303
Real Estate Securities $106 $139 $175 $288
Core Bond $102 $129 $158 $253
</TABLE>

4
<PAGE> 13

You would pay the following expenses on the same $1,000 investment, assuming no
surrender or annuitization:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- -------------------------------------
Small Cap Growth Stock $24 $75 $128 $273
Aggressive Growth Stock $19 $60 $103 $223
International Equity $22 $67 $115 $247
Index 400 Stock $18 $55 $ 95 $206
Growth Stock $19 $57 $ 99 $214
Growth and Income Stock $20 $62 $106 $229
Index 500 Stock $16 $50 $ 87 $189
Balanced $17 $53 $ 92 $200
High Yield Bond $19 $60 $102 $222
Select Bond $17 $53 $ 92 $200
Money Market $17 $53 $ 92 $200
Russell Insurance Funds
- ------------------------
Multi-Style Equity $23 $72 $124 $265
Aggressive Equity $27 $82 $140 $298
Non-U.S. $27 $84 $143 $303
Real Estate Securities $26 $79 $135 $288
Core Bond $22 $69 $118 $253
</TABLE>

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 .03% in
the Front Load Contract and .14% in 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. 21,
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.

<PAGE> 14

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED ON OR AFTER MARCH 31, 1995 AND PRIOR TO MARCH 31, 2000

NORTHWESTERN MUTUAL SERIES FUND, INC.
- -------------------------------------

<TABLE>
<CAPTION>
FOR YEARS ENDED FOR THE NINE
DECEMBER 31 MONTHS ENDED
-------------------------------------- DEC. 31, 1995
1999 1998 1997 1996 -------------
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
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 5,929,217 -- -- -- --
Back Load 6,829,130 -- -- -- --

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 $5.428 $3.808 $3.585 $3.188 $2.743
Number of Units
Outstanding, End of Period
Front Load 38,181,332 38,301,039 30,869,455 19,593,516 5,338,263
Back Load 50,370,063 50,240,828 42,824,318 29,722,778 8,294,210

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 32,350,775 30,705,368 24,895,817 12,485,204 2,784,309
Back Load 59,168,433 58,015,141 49,418,651 27,579,179 7,214,357

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 6,253,334 -- -- -- --
Back Load 7,576,930 -- -- -- --

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 29,613,096 20,435,890 12,915,731 6,777,198 1,715,092
Back Load 58,030,851 43,931,364 30,083,122 17,808,617 3,952,191

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 34,268,909 28,665,538 19,189,183 9,882,138 3,530,232
Back Load 69,825,444 60,018,961 43,671,623 24,818,409 7,514,293

</TABLE>

<TABLE>
<CAPTION>
FOR YEARS ENDED FOR THE NINE
DECEMBER 31 MONTHS ENDED
-------------------------------------- DEC. 31, 1995
1999 1998 1997 1996 -------------
---- ---- ---- ----
INDEX 500 STOCK DIVISION
<S> <C> <C> <C> <C> <C>
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 $1.000
End of Period $4.919 $4.037 $3.175 $2.414 $1.991
Number of Units
Outstanding, End of Period
Front Load 64,985,029 49,367,899 32,584,892 17,301,664 278,235
Back Load 93,536,733 74,933,584 53,900,586 31,553,915 471,752

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 $7.473 $6.771 $5.768 $4.806 $4.290
Number of Units
Outstanding, End of Period
Front Load 102,078,367 72,292,4954 3,288,762 24,916,332 164,302
Back Load 60,554,119 50,001,2933 7,392,725 24,088,931 372,457

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 17,635,247 19,796,158 11,305,194 4,518,513 1,418,382
Back Load 31,364,004 34,432,479 22,019,285 10,288,680 2,700,647

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 $6.996 $7.088 $6.703 $6.201 $6.078
Number of Units
Outstanding, End of Period
Front Load 29,869,748 22,093,895 12,652,127 6,391,221 26,732
Back Load 8,674,455 8,005,277 5,418,476 3,653,656 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 $2.529 $2.431 $2.335 $2.241 $2.156
Number of Units
Outstanding, End of Period
Front Load 57,765,350 27,165,662 16,238,723 11,210,749 327,441
Back Load 30,818,748 22,512,853 14,615,063 12,209,698 379,473
</TABLE>

*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.

<PAGE> 15

ACCUMULATION UNIT VALUES
(CONTINUED)

RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>
FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED
DECEMBER 31 DECEMBER 31
1999 1999
---- ----
<S> <C> <C> <C>
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 14,702,392 Front Load 2,828,333
Back Load 15,268,513 Back Load 2,072,707

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 4,174,119 Front Load 5,501,177
Back Load 4,192,812 Back Load 4,595,473

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 5,811,225
Back Load 4,937,116
</TABLE>

*The initial investment was made on April 30, 1999.

<PAGE> 16

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED AFTER DECEMBER 16, 1981 AND PRIOR TO MARCH 31, 1995

NORTHWESTERN MUTUAL SERIES FUND, INC.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
-------------------------------------------------------------------------------------------

1999 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION $1.000 -- -- -- -- --
Beginning of Period# $1.846 -- -- -- -- --
End of Period
Number of Units 13,315,327 -- -- -- -- --
Outstanding, End of
Period

AGGRESSIVE GROWTH STOCK
DIVISION $3.822 $3.598 $3.200 $2.753 $2.001 $1.922
Beginning of Period(*) $5.428 $3.822 $3.598 $3.200 $2.753 $2.001
End of Period
Number of Units 118,954,187 142,251,000 157,775,380 162,837,073 147,960,662 123,249,312
Outstanding, End of
Period

INTERNATIONAL EQUITY
DIVISION $1.893 $1.829 $1.649 $1.380 $1.220 $1.236
Beginning of Period** $2.298 $1.893 $1.829 $1.649 $1.380 $1.220
End of Period
Number of Units 143,590,615 169,478,000 194,160,450 190,864,716 179,261,115 186,097,279
Outstanding, End of
Period

INDEX 400 STOCK DIVISION
Beginning of Period# $1.000 -- -- -- -- --
End of Period $1.119 -- -- -- -- --
Number of Units
Outstanding, End 7,869,853 -- -- -- -- --
of Period

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 66,687,549 55,526,000 45,562,063 37,212,487 24,827,801 12,213,322
of Period

GROWTH AND INCOME STOCK
DIVISION $2.382 $1.959 $1.525 $1.287 $0.994 $1.000
Beginning of Period+ $2.528 $2.382 $1.959 $1.525 $1.287 $0.994
End of Period
Number of Units 83,676,884 87,082,000 80,719,502 63,969,388 52,866,200 31,542,581
Outstanding, End
of Period

INDEX 500 STOCK
DIVISION $4.119 $3.240 $2.463 $2.032 $1.499 $1.500
Beginning of Period* $4.919 $4.119 $3.240 $2.463 $2.032 $1.499
End of Period
Number of 165,311,237 163,099,000 156,622,110 146,945,069 134,818,674 119,845,598
Units Outstanding,
End of Period

BALANCED DIVISION
Beginning of Period $6.805 $5.796 $4.830 $4.311 $3.453 $3.497
End of Period $7.473 $6.805 $5.796 $4.830 $4.311 $3.453
Number of Units
Outstanding, 281,204,060 303,184,000 315,853,927 331,700,359 347,995,936 362,391,482
End of Period

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, 25,579,785 32,974,000 28,965,757 18,022,623 13,474,146 7,229,418
End of Period

SELECT BOND DIVISION
Beginning of Period $7.157 $6.768 $6.261 $6.137 $5.217 $5.437
End of Period $6.996 $7.157 $6.768 $6.261 $6.137 $5.217
Number of Units
Outstanding, 17,090,593 19,458,000 18,825,882 19,438,362 21,048,885 20,642,749
End of Period

MONEY MARKET DIVISION
Beginning of Period $2.436 $2.340 $2.246 $2.161 $2.067 $2.012
End of Period $2.529 $2.436 $2.340 $2.246 $2.161 $2.067
Number of Units
Outstanding, 52,168,990 46,757,000 33,000,101 35,677,645 34,040,829 31,466,730
End of Period
</TABLE>

FOR THE YEARS ENDED DECEMBER 31
-------------------------------------------------------------------------------

1993 1992 1991 1990
---- ---- ---- ----
<S> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION -- -- -- --
Beginning of Period# -- -- -- --
End of Period
Number of Units -- -- -- --
Outstanding, End of
Period

AGGRESSIVE GROWTH STOCK
DIVISION $1.634 $1.562 $1.014 $1.000
Beginning of Period(2) $1.922 $1.634 $1.562 $1.014
End of Period
Number of Units 77,246,015 53,918,035 19,966,511 205,590
Outstanding, End of
Period

INTERNATIONAL EQUITY
DIVISION $1.000 -- -- --
Beginning of Period** $1.236 -- -- --
End of Period
Number of Units 74,174,799 -- -- --
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 $1.384 $1.306 $1.021 $1.000
Beginning of Period* $1.500 $1.384 $1.306 $1.021
End of Period
Number of 105,795,927 32,924,088 12,058,133 189,751
Units Outstanding,
End of Period

BALANCED DIVISION
Beginning of Period $3.232 $3.107 $2.538 $2.544
End of Period $3.497 $3.232 $3.107 $2.538
Number of Units
Outstanding, 377,043,512 355,125,051 322,313,588 322,488,873
End of Period

HIGH YIELD BOND DIVISION
Beginning of Period+ -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, -- -- -- --
End of Period

SELECT BOND DIVISION
Beginning of Period $4.990 $4.722 $4.091 $3.824
End of Period $5.437 $4.990 $4.722 $4.091
Number of Units
Outstanding, 21,874,771 15,399,600 10,692,797 6,997,013
End of Period

MONEY MARKET DIVISION
Beginning of Period $1.980 $1.940 $1.859 $1.743
End of Period $2.012 $1.980 $1.940 $1.859
Number of Units
Outstanding, 24,431,865 27,773,056 24,758,592 27,363,279
End of Period

</TABLE>

# 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 3, 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.

<PAGE> 17

ACCUMULATION UNIT VALUES
(CONTINUED)

RUSSELL INSURANCE FUNDS
<TABLE>
<CAPTION>

FOR THE EIGHT MONTHS ENDED FOR THE EIGHT MONTHS ENDED
DECEMBER 31 DECEMBER 31
1999 1999
---- ----
<S> <C> <C> <C>
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 14,784,953 Outstanding, End of Period 2,245,122

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 6,268,375 Outstanding, End of Period 3,415,035

NON-U.S. DIVISION
Beginning of Period* $1.000
End of Period $1.243
Number of Units
Outstanding, End of Period 7,403,677
</TABLE>

*The initial investment was made on April 30, 1999.

<PAGE> 18

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981

NORTHWESTERN MUTUAL SERIES FUND, INC.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
----------------------------------------------------------------------------------------

1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK
DIVISION
Beginning of Period# $ 1.000 -- -- -- --
End of Period $ 1.852 -- -- -- --
Number of Units
Outstanding, End of
Period 215,103 -- -- -- --

AGGRESSIVE GROWTH STOCK
DIVISION
Beginning of Period* $ 3.980 $ 3.728 $ 3.299 $ 2.824 $ 2.042
End of Period $ 5.680 $ 3.980 $ 3.728 $ 3.299 $ 2.824
Number of Units
Outstanding, End of
Period 987,587 1,033,099 1,476,370 1,697,195 1,617,883

INTERNATIONAL EQUITY
DIVISION
Beginning of Period** $ 1.947 $ 1.872 $ 1.680 $ 1.398 $ 1.230
End of Period $ 2.376 $ 1.947 $ 1.872 $ 1.680 $ 1.398
Number of Units
Outstanding, End of
Period 1,529,763 1,521,122 2,125,863 2,276,960 2,141,462

INDEX 400 STOCK DIVISION
Beginning of Period# $ 1.000 -- -- -- --
End of Period $ 1.123 -- -- -- --
Number of Units
Outstanding, End of
Period 67,233 -- -- -- --

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 595,016 334,810 263,014 239,460 19,315

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 645,397 433,265 551,213 221,275 32,681

INDEX 500 STOCK DIVISION
Beginning of Period* $ 4.289 $ 3.357 $ 2.539 $ 2.084 $ 1.530
End of Period $ 5.147 $ 4.289 $ 3.357 $ 2.539 $ 2.084
Number of Units
Outstanding, End
of Period 9,855,509 10,167,099 11,228,774 12,234,934 13,256,279

BALANCED DIVISION
Beginning of Period $ 7.408 $ 6.278 $ 5.205 $ 4.623 $ 3.685
End of Period $ 8.176 $ 7.408 $ 6.278 $ 5.205 $ 4.623
Number of Units
Outstanding, End of
Period 5,215,538 3,072,434 6,272,328 6,695,097 7,327,654

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 128,688 139,262 251,003 125,053 58,755

SELECT BOND DIVISION
Beginning of Period $ 7.794 $ 7.334 $ 6.750 $ 6.583 $ 5.569
End of Period $ 7.657 $ 7.794 $ 7.334 $ 6.750 $ 6.583
Number of Units
Outstanding, End of
Period 843,819 956,838 1,078,985 1,151,998 1,364,416

MONEY MARKET DIVISION
Beginning of Period $ 2.652 $ 2.535 $ 2.421 $ 2.317 $ 2.206
End of Period $ 2.767 $ 2.652 $ 2.535 $ 2.421 $ 2.317
Number of Units
Outstanding, End of
Period 1,359,352 1,060,152 997,887 1,377,051 1,358,156
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
----------------------------------------------------------------------------------------

1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
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* $ 1.952 $ 1.651 $ 1.570 $ 1.014 $ 1.000
End of Period $ 2.042 $ 1.952 $ 1.651 $ 1.570 $ 1.014
Number of Units
Outstanding, End of
Period 1,474,133 969,604 833,606 534,196 22,431

INTERNATIONAL EQUITY
DIVISION
Beginning of Period** $ 1.240 $ 1.000 -- -- --
End of Period $ 1.230 $ 1.240 -- -- --
Number of Units
Outstanding, End of
Period 2,642,855 1,802,948 -- -- --

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* $ 1.523 $ 1.398 $ 1.313 $ 1.021 $ 1.000
End of Period $ 1.530 $ 1.523 $ 1.398 $ 1.313 $ 1.021
Number of Units
Outstanding, End
of Period 14,230,394 15,442,799 317,023 326,395 4

BALANCED DIVISION
Beginning of Period $ 3.713 $ 3.414 $ 3.266 $ 2.655 $ 2.647
End of Period $ 3.685 $ 3.713 $ 3.414 $ 3.266 $ 2.655
Number of Units
Outstanding, End of
Period 8,155,713 9,324,132 10,125,067 10,652,114 11,655,303

HIGH YIELD BOND DIVISION
Beginning of Period+ -- -- -- -- --
End of Period -- -- -- -- --
Number of Units
Outstanding, End of
Period -- -- -- -- --

SELECT BOND DIVISION
Beginning of Period $ 5.774 $ 5.273 $ 4.965 $ 4.280 $ 3.981
End of Period $ 5.569 $ 5.774 $ 5.273 $ 4.965 $ 4.280
Number of Units
Outstanding, End of
Period 1,492,775 1,701,121 1,808,558 1,979,936 2,041,191

MONEY MARKET DIVISION
Beginning of Period $ 2.136 $ 2.092 $ 2.040 $ 1.945 $ 1.814
End of Period $ 2.206 $ 2.136 $ 2.092 $ 2.040 $ 1.945
Number of Units
Outstanding, End of
Period 1,458,463 1,331,457 1,787,440 2,059,962 2,574,527
</TABLE>

10
<PAGE> 19

ACCUMULATION UNIT VALUES
(CONTINUED)

RUSSELL INSURANCE FUNDS

FOR THE EIGHT MONTHS ENDED
DECEMBER 31
1999
----
<S> <C>
MULTI-STYLE EQUITY DIVISION
Beginning of Period* $1.000
End of Period $1.071
Number of Units
Outstanding, End of Period 244,293

AGGRESSIVE EQUITY DIVISION
Beginning of Period* $1.000
End of Period $1.104
Number of Units
Outstanding, End of Period 107,734

NON-U.S. DIVISION
Beginning of Period* $1.000
End of Period $1.247
Number of Units
Outstanding, End of Period 34,751

<CAPTION>
FOR EIGHT MONTHS ENDED
DECEMBER 31
1999
----
<S> <C>
REAL ESTATE SECURITIES DIVISION
Beginning of Period* $1.000
End of Period $ .923
Number of Units
Outstanding, End of Period 2.135

CORE BOND DIVISION
Beginning of Period* $1.000
End of Period $ .986
Number of Units
Outstanding, End of Period 2,029

</TABLE>

*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 B

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 is registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940.

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 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.

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. We and NMIS also

11
<PAGE> 20

perform certain administrative functions and act as co-depositors of the
Account. 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. For
Front Load Contracts the minimum initial purchase payment is $10,000. For Back
Load Contracts we issue in nontax-qualified situations the minimum initial
purchase payment is $5,000. The minimum amount for each subsequent purchase
payment is $25 for all Contracts. Minimum amounts for payments by preauthorized
check depend on payment frequency. 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.

Purchase payments may not exceed the applicable federal income tax limits.
(See "Federal Income Taxes", p. 18.)

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
"Deductions for Mortality Rate and Expense Risk Charges", p. 21. 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", below.) 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. 17.

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

12
<PAGE> 21

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.
21.)

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. 22.) 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 than $2000
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. 18.) A penalty tax will apply to premature payments
of Contract benefits. A penalty tax of 10% (or 25% during the first 2 years the
owner participates in a SIMPLE IRA plan) of the amount of the payment which is
includible in income will be imposed on non-exempt withdrawals under individual
retirement annuities, tax deferred annuities, nontransferable annuity Contracts
and nonqualified deferred annuities. Payments which are exempt from the penalty
tax include payments upon disability, after age 59-1/2, for certain large
medical expenses and for reimbursement of certain health insurance premiums and
certain substantially equal periodic payments for life. Required minimum
distributions must be taken from your IRA, SEP, SIMPLE IRA TDA, Section 457 plan
or nontransferable annuity after you attain age 70 1/2 or, in certain cases,
retire. (See "Minimum Distribution Requirements", p. 20).

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.
22.) 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. 23. The enhanced death benefit is available
for issue ages up to

<PAGE> 22

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 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.

Owner is the Annuitant. If the Owner is the Annuitant and the Owner dies before
the maturity date, the beneficiary becomes entitled to the death benefit. The
beneficiary automatically becomes the new Owner and Annuitant and the Contract
continues in force. The beneficiary must take distributions from the Contract
pursuant to the applicable minimum distribution requirements discussed on page
20.

Owner is not the Annuitant. If the Owner is not the Annuitant and the Annuitant
dies before the maturity date, the Contingent Annuitant automatically becomes
the new Annuitant and the Contract continues in force. If no Contingent
Annuitant is named within 60 days after we receive proof of death of the
Annuitant, we pay the death benefit to the Owner.

Adjustment of Contract Value. On the date when the death benefit becomes
payable, if the Contract continues in force we will set the Contract value at an
amount equal to the death benefit.

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. 20). 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. 18.

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 come 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 and sex. (A Contract with annuity payment rates that are not based
on sex is also available. See "Special Contract for Employers", p. 15.) 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

14
<PAGE> 23

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.

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 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 you may transfer 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. 17.

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 as
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 but we reserve the right to
change this practice in the future. 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
if you request.

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 Annuitant, but may be an employer or other
entity. 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.

SPECIAL CONTRACT FOR EMPLOYERS The annuity payment rates for payment plans which
involve a life contingency (i.e., Plans 2 and 3) are based, in part, on the sex
of the Annuitant. For certain situations where the Contracts are to be used in
connection with an employer sponsored benefit plan or arrangement, federal law,
and the laws of certain states, may require that purchase payments and annuity
payment rates be determined without regard to sex. A special Contract is
available for this purpose. You are urged to review any questions in this area
with qualified counsel.

15
<PAGE> 24

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, pursuant to the provisions of the Investment Company Act of
1940 because: (a) the New York Stock Exchange is closed, except for routine
closings on holidays or weekends; (b) the Securities and Exchange Commission has
determined that trading on the New York Stock Exchange is restricted; (c) the
Securities and Exchange Commission permits suspension or postponement and so
orders; (d) an emergency exists, as defined by the Securities and Exchange
Commission, so that valuation of the assets of the funds or disposal of
securities they hold is not reasonably practical; or (e) such suspension or
postponement is otherwise permitted by the Act.

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 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
"Deductions for Mortality and Expense Risk Charges", p. 21. 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. 24.

VOTING RIGHTS As long as the Account continues to be registered as a unit
investment trust under the Investment Company Act of 1940, and Account assets
are invested in shares of the Portfolio or the Funds, we will vote the shares
held in the Account in accordance with instructions we receive from the Owners
of Accumulation Units or payees receiving payments under variable payment plans.
Each Owner or payee will receive periodic reports relating to both of the mutual
funds, proxy material and a form with which to give instructions with respect to
the proportion of shares of each Portfolio or Fund held in the Account
corresponding to the Accumulation Units credited to his Contract, or the number
of shares of each Portfolio or Fund held in the Account representing the
actuarial liability under the variable annuity payment plan, as the case may be.
The number of shares will increase from year to year as additional purchase
payments are paid by the Contract Owner; after a variable annuity payment plan
is in effect the number of shares will decrease from year to year as the
remaining actuarial liability declines. We will vote shares for which no
instructions have been received in the same proportion as the shares as for
which instructions have been received.

SUBSTITUTION AND CHANGE We may take any of the following actions, so long as we
comply with all of the requirements of the securities and insurance laws that
may apply. A vote of Contract owners, or of those who have an interest in one or
more of the Divisions of the Account, may be required. Approval by the
Securities and Exchange Commission or another regulatory authority may be
required. In the event that we take any of these actions, we may make an
appropriate endorsement of your Contract and take other actions to carry out
what we have done.

1. 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.

2. We may operate the Account or a Division as a mutual fund itself, instead of
investing its assets in a mutual fund, if our Board of Trustees decides that
this would be in the best interest of our Contract owners.

3. We may deregister the Account under the Investment Company Act of 1940 if
registration is no longer required.

4. We may change the provisions of the Contracts to comply with federal or state
laws that apply, including changes to comply with federal tax laws in order to
assure that your Contract qualifies for tax benefits relating to retirement
annuity or variable annuity contracts.

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. 22.)

PERFORMANCE DATA We may publish advertisements containing performance data for
the Divisions of the Account from time to time. These performance data may
include both standardized and non-standardized total return figures, although
standardized figures will always accompany non-standardized figures.

Standardized performance data will consist of quarterly return quotations, which
will always include quotations for recent periods of one, five and ten years or,
if less, the entire life of a Division. These quotations will be the average
annual rates of return based on a $1,000 initial purchase payment for a Back
Load Contract, or the minimum $10,000 initial purchase payment for a

16
<PAGE> 25

Front Load Contract. The standardized performance data will reflect all
applicable charges, including the initial sales load of 4.5% for the Front Load
Contract and the withdrawal charge that would apply assuming surrender of the
Back Load Contract at the end of the period.

Non-standardized performance data may not reflect the 4.5% sales load for the
Front Load Contract and may assume that the Back Load Contract remains in force
at the end of the period. These data may also not reflect the annual Contract
fee of $30, since the impact of the fee varies by Contract size. The
non-standardized data may also be for other time periods.

We will base all of the performance data on actual historical investment results
for the Portfolios or Funds, including all expenses they bear. The data are not
intended to indicate future performance. We may construct some of the data
hypothetically to reflect expense factors for the Contracts we currently offer.

We have included additional information about the performance data in the
Statement of Additional Information.

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, we will declare a new interest rate. 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 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 amounts you invest on a
variable basis. See "Deductions", p. 21. 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.

<PAGE> 26

FEDERAL INCOME TAXES
QUALIFIED AND NONTAX-QUALIFIED PLANS

We offer the Contracts for use under the tax-qualified plans (i.e.,
contributions are generally not taxable) identified below:

1. Individual retirement annuities pursuant to the provisions of Section 408
of the Code, including a traditional IRA established under Section 408(b),
simplified employee pensions established under Section 408(j) and (k) and
SIMPLE IRAs established under Section 408(p).

2. Roth IRAs pursuant to the provisions of Section 408A of the Code.

3. Tax-deferred annuities pursuant to the provisions of Section 403(b) of the
Code for employees of public school systems and tax-exempt organizations
described in Section 501(c)(3).

4. Deferred compensation plans established pursuant to Section 457 of the Code
for employees of state and local governments and tax-exempt organizations.

5. Nontransferable annuity contracts issued in exchange for fixed dollar
annuities previously issued by Northwestern Mutual Life or other insurance
companies or as distributions of termination benefits from tax-qualified
pension or profit-sharing plans or trusts or annuity purchase plans.

We also offer the Contracts for use in non tax-qualified situations (i.e.,
contributions are taxable).

CONTRIBUTION LIMITATIONS AND GENERAL REQUIREMENTS APPLICABLE TO CONTRACTS

TRADITIONAL IRA If an individual has earned income, the individual and the
individual's spouse are each permitted to make a maximum contribution of $2,000
to an IRA or IRAs for their benefit for each taxable year. The $2,000 limit is
reduced by contributions to any Roth IRAs of the Owner. Contributions cannot be
made after age 70 1/2. Annual contributions are generally deductible unless the
Owner or the Owner's spouse is an "active participant" in a plan in another
qualified plan during the taxable year. If the Owner is an "active participant"
in a plan, the deduction for 2000 phases out at an adjusted gross income ("AGI")
of between $32,000 - $42,000 (indexed through 2005) for single filers and
between $52,000 - $62,000 (indexed through 2007) for married individuals filing
jointly. If the Owner is not an "active participant" in a plan but the Owner's
spouse is, the Owner's deduction phases out at an AGI of between $150,000 -
$160,000.

The Owner may also make tax free rollover and direct transfer contributions to
an IRA from the Owner's other IRAs or contracts purchased under tax qualified
plans. The surviving spouse can also roll over the deceased Owner's IRA, tax
deferred annuity or qualified plan to the spouse's own IRA.

An IRA is nonforfeitable and generally cannot be transferred.

SEP An employer can make a maximum contribution to a SEP for an eligible
employee of the lesser of 15% of the employee's compensation (generally up to
$170,000 for 2000) or $30,000. SEP contributions are subject to certain minimum
participation and nondiscrimination requirements. Contributions and earnings
thereon are not includible in the employee's gross income until distributed. The
Contracts are nonforfeitable and nontransferable.

SIMPLE IRA A SIMPLE IRA can be established by an employer for any calendar year
in which the employer has no more than 100 employees who each earned at least
$5,000 during the preceding calendar year and the employer does not maintain
another employer sponsored retirement plan. An eligible employee can elect to
contribute up to $6,000 (indexed) per year to a SIMPLE IRA and the employer must
contribute either a matching contribution of up to 3% of the employee's
compensation or a nonelective contribution of 2% of the employee's compensation
(up to $170,000) for each employee. Contributions and earnings thereon are not
includible in the employee's gross income until distributed. SIMPLE IRAs are
exempt from the nondiscrimination, top-heavy and reporting rules applicable to
qualified plans. The Contracts are nonforfeitable and nontransferable.

ROTH IRA If an individual has earned income, the individual and the individual's
spouse are each permitted to make a maximum contribution of $2,000 to a Roth IRA
or IRAs for their benefit for each taxable year. The $2,000 limit is reduced by
contributions to any traditional IRAs of the Owner. The maximum contribution is
phased out at an adjusted gross income ("AGI") of between $95,000 and $110,000
for single filers, between $150,000 and $160,000 for married individuals filing
jointly and between $0 and $10,000 for married individuals filing separately.
Regular contributions to a Roth IRA are not deductible.

An IRA, SEP or SIMPLE IRA (after two years of participation in a SIMPLE IRA
plan) may be rolled over or converted to a Roth IRA if the Owner has an AGI of
$100,000 or less for the year (not including the rollover amount) and is not
married filing a separate tax return. A rollover to a Roth IRA is fully taxable
but is not subject to a 10% premature withdrawal penalty.

TAX DEFERRED ANNUITY Section 403(b) tax deferred annuities can be established
for employees of Section 501(c)(3) tax exempt organizations and public

<PAGE> 27

educational organizations. An eligible employee can make salary reduction
contributions to a tax deferred annuity subject to the employee's "exclusion
allowance" as defined by the Code and an overall limit under Section 415 of the
Code. Elective deferrals for all of the Owner's tax deferred annuity contracts
are limited to $10,500 per year (indexed) with catch-up contributions permitted
in certain circumstances. Contributions and earnings thereon are not included in
the employee's gross income until distributed. Tax deferred annuities are
nonforfeitable and nontransferable and distributions of salary reduction
contributions and earning thereon (except those held as of December 31, 1988)
cannot be withdrawn prior to age 59 1/2 except on account of termination of
service, death, disability or hardship (contributions only).

The employer can also make contributions to a tax deferred annuity subject to
the same rules that apply to qualified plans, including the minimum coverage,
nondiscrimination and spousal consent requirements. ERISA disclosure rules also
apply.

SECTION 457 PLAN A Section 457 deferred compensation plan can be established by
a state or local government or tax-exempt organization. Contracts must be owned
by a trust for the exclusive benefit of the employees and the employees'
beneficiaries in a governmental plan and by the employer (subject to claims of
the employer's general creditors) in a plan of a tax-exempt organization. An
employee can defer the lesser of 33 1/3% of compensation or $8,000 per year
under the plan. Amounts deferred and earnings thereon are not includible in the
employee's gross income until they are paid or made available to the employee or
the employee's beneficiary.

NONTRANSFERABLE ANNUITY Nontransferable annuity contracts are contracts held in
a tax-qualified plan or trust and transferred to the employee on the employee's
separation from service or the termination of the plan. These Contracts cannot
accept additional purchase payments and must comply with the spousal consent
requirements.

NONTAX-QUALIFIED CONTRACT There are no limitations on who can purchase a
nontax-qualified annuity or the amount that can be contributed to the Contract.
Contributions to nontax-qualified Contracts are not deductible. For the Contract
to qualify as a nontax- qualified annuity, the Contract death proceeds must be
distributed to any nonspouse beneficiary either within five years of the Owner's
death or as substantially periodic payments over the beneficiary's life or life
expectancy commencing within one year of the Owner's death. The surviving spouse
is entitled to continue deferral under the Contract.

TAXATION OF CONTRACT BENEFITS

For Contracts held by individuals, no tax is payable as a result of any increase
in the value of a Contract. Except for qualified distributions from Roth IRAs,
Contract benefits will be taxable as ordinary income when received in accordance
with Section 72 of the Code.

IRAS, SEPS, SIMPLE IRAS, TDAS AND SECTION 457 PLANS AND NONTRANSFERABLE
ANNUITIES As a general rule, benefits received as annuity payments or upon death
or withdrawal from these contracts will be taxable as ordinary income when
received.

Where nondeductible contributions are made to individual retirement annuities
and other tax-qualified plans, the Owner may exclude from income that portion of
each benefit payment which represents a return of the Owner's "investment in the
contract" as defined in Section 72 until the entire "investment in the contract"
is recovered. Benefits paid in a form other than an annuity will be taxed as
ordinary income when received except for that portion of the payment which
represents a return of the employee's "investment in the contract." After the
Owner attains age 70 1/2, a 50% penalty may be imposed on payments made from
individual retirement annuities, tax-deferred annuities, nontransferable annuity
Contracts and Section 457 deferred compensation plans to the extent the payments
are less than certain required minimum amounts. (See "Minimum Distribution
Requirements", p. 20). With certain limited exceptions, including hardship
withdrawals from tax-deferred annuities, benefits from individual retirement
annuities, tax-deferred annuities and nontransferable annuity Contracts are
subject to the tax-free roll-over provisions of the Code. However, rollovers of
SIMPLE IRAs to individual retirement arrangements within 2 years after the Owner
first participates in the SIMPLE IRA plan are fully taxable.

A loan transaction, using a Contract purchased under a tax-qualified plan as
collateral, will generally have adverse tax consequences. For example, such a
transaction destroys the tax status of the individual retirement annuity and
results in taxable income equal to the Contract value.

ROTH IRAS Qualified distributions from a Roth IRA are not taxable. A qualified
distribution is a distribution (1) made at least 5 years after the issuance of
the Owner's first Roth IRA, and (2) made after the Owner has attained age 59
1/2, made to a beneficiary after the Owner's death, attributable to the Owner
being disabled, or used to pay acquisition expenses of a qualified first time
home purchase. A nonqualified distribution is taxable as ordinary income only to
the extent it exceeds the "investment in the contract" as defined in Section 72.
Distributions are not required to be made from a Roth IRA before the Owner's
death.

<PAGE> 28

A withdrawal from a Roth IRA of part or all of an IRA rollover contribution
within 5 years of the rollover is subject to a 10% premature withdrawal penalty
(unless an exception applies). In addition, if part or all of an IRA rollover
made in 1998 is withdrawn before 1/1/2001, any taxes on the rollover deferred by
proration may be accelerated. Rollover contributions are treated as withdrawn
after regular contributions for this purpose.

A regular or conversion contribution to a Roth IRA can be recharacterized to an
IRA in a trustee-to-trustee transfer provided the transfer includes the net
income or loss allocable to the contribution and is completed by the due date
for filing the Owner's federal income tax return for the year the contribution
was made. The recharacterized amount will be treated for tax purposes as
originally made from the IRA. Recharacterized amounts can be reconverted to a
Roth IRA once each calendar year. Benefits from a Roth IRA can be rolled over or
transferred directed only to another Roth IRA.

NONQUALIFIED CONTRACTS Benefits received as annuity payments from
nontax-qualified Contracts will be taxable as ordinary income to the extent they
exceed that portion of each payment which represents a return of the "investment
in the contract" as defined in Section 72 until the entire "investment in the
contract" is recovered. Benefits received in a lump sum from these Contracts
will be taxable as ordinary income to the extent they exceed the "investment in
the contract." A partial withdrawal or collateral assignment prior to the
Maturity Date will result in the receipt of gross income by the Owner to the
extent that the amounts withdrawn or assigned do not exceed the excess (if any)
of the total value of Accumulation Units over total purchase payments paid under
the Contract less any amounts previously withdrawn or assigned. Thus, any
investment gains reflected in the Contract values are considered to be withdrawn
first and are taxable as ordinary income. For Contracts issued after October 21,
1988, investment gains will be determined by aggregating all nontax-qualified
deferred Contracts we issue to the Owner during the same calendar year.

A special rule applies to certain nonqualified Contracts not held by
individuals, such as Contracts purchased by corporate employers in connection
with deferred compensation plans. With respect to purchase payments paid after
February 28, 1986, these Contracts will not be taxed as annuity Contracts and
increases in the value of the Contracts will be taxable in the year earned. One
or more nontax-qualified Contracts can be wholly or partially exchanged for one
or more other annuity contracts under Section 1035 of the Code without
recognition of gain or loss.

PREMATURE WITHDRAWALS A penalty tax will apply to premature payments of Contract
benefits. A penalty tax of 10% of the amount of the payment which is includible
in income will be imposed on non-exempt withdrawals under individual retirement
annuities, Roth IRAs, tax deferred annuities, nontransferable annuity Contracts
and nonqualified deferred annuities. The penalty tax increases to 25% for
non-exempt withdrawals from SIMPLE IRAs within 2 years after the Owner first
participates in the SIMPLE IRA plan. Payments which are exempt from the penalty
tax include payments upon disability, after age 59-1/2 and for certain
substantially equal periodic payments for life. Additional exceptions for
certain large medical expenses, reimbursement of health insurance premiums paid
while the Owner was unemployed, qualified education expenses and first time home
purchases apply to IRAs and Roth IRAs.

MINIMUM DISTRIBUTION REQUIREMENTS All of the Contracts are required to satisfy
some form of minimum distribution requirement. A 50% excise tax applies for each
violation of these requirements. 1. IRAs, SEPs, Simple IRAs, TDAs, Section 457
Plans and Nontransferable Annuities As a general rule, the Owner of these
Contracts is required to take certain distributions during the Owner's life and
the beneficiary designated by the Owner is required to take the balance of the
Contract value within certain specified periods following the Owner's death.

The Owner must take 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
Owner or the lives or life expectancies of the Owner and the Owner's
beneficiary. The required beginning date for IRAs, SEPs and Simple IRAs is April
1 of the calendar year following the calendar year the Owner attains age 70 1/2.
The required beginning date for TDAs, Section 457 plans and nontransferable
annuities is April 1 of the calendar year following the calendar year in which
the Owner attains age 70 1/2 or retires, if later.

Upon the death of the Owner, the Owner's beneficiary must take distributions
under one of the following two rules.

If the Owner dies on or after the required beginning date, any remaining
interest in the Contract 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 Owner and the beneficiary and
whether their life expectancies are being recalculated each year.

If the Owner dies before the required beginning date, the Owner's entire
interest must be distributed by December 31 of the calendar year containing the
fifth anniversary of the Owner's death. If the Contract value is payable to a
beneficiary designated by the Contract, the Contract value may be paid over the
life or life expectancy of that beneficiary, provided distribution begins by
December 31 of the calendar

<PAGE> 29

year following the year of the Owner's death. Certain additional requirements
apply to Section 457 plans. Except in the case of Section 457 plans, if the sole
designated beneficiary is the Owner's spouse, the spouse may roll over the
Contract into an IRA owned by the spouse.

2. Roth IRAs The Owner of a Roth IRA is not required to take required minimum
distributions during the Owner's lifetime. However, the beneficiary designated
by the Owner is required to take distributions pursuant to the minimum
distribution requirements for Owners dying before the required beginning date,
discussed above.

3. Nonqualified Contracts The Owner of a nontax-qualified Contract is not
required to take required minimum distributions during the Owner's lifetime.
However, the designated beneficiary is required to take distributions pursuant
to rules similar to the at death minimum distribution requirements for IRAs.

MANDATORY WITHHOLDING Benefit payments from tax-deferred annuities and
nontransferable annuity contracts will be subject to mandatory 20% withholding
unless (1) the payments from the tax-deferred annuities are rolled over directly
to another tax-deferred annuity or an individual retirement arrangement, or the
payments from the nontransferable annuity contracts are rolled over directly to
another nontransferable annuity contract, a 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."

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. 12
and "Deductions", below.

OTHER CONSIDERATIONS

You should understand that the tax rules for annuities and qualified plans are
complex and cannot be readily summarized. The foregoing discussion does not
address special rules applicable in many situations, rules governing Contracts
issued or purchase payments made in past years, current legislative proposals or
state or other law. We do not intend this discussion as tax advice. Before you
purchase a Contract, we advise you to consult qualified tax counsel.

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:

<TABLE>
<S> <C>
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%
</TABLE>

MORTALITY RATE AND EXPENSE RISK CHARGES

Amount of Mortality Rate and Expense Risk Charges. The net investment factor
(see "Net Investment Factor", p. 12) 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.22.

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

21
<PAGE> 30

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. 21), 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.

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.

<TABLE>
<CAPTION>
Category Rate
- -------- ----
<S> <C>
Eight..............................................6%
Seven..............................................6%
Six................................................6%
Five...............................................5%
Four...............................................4%
Three..............................................3%
Two................................................2%
One................................................1%
Zero...............................................0%
</TABLE>

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.

22
<PAGE> 31

Withdrawal Charges and Our Sales Expenses. The amount of withdrawal charges we
collect from the Back Load Contracts as a group will depend on the volume and
timing of withdrawal transactions. We are unable to determine in advance whether
this amount will be greater or less than the sales expenses we incur in
connection with those Contracts, but based on the information presently
available we believe it is more likely than not that the sales expenses we incur
will be greater than the withdrawal charges we receive. We bear this risk for
the duration of the Contracts. We will pay any excess of sales expenses over
withdrawal charges from our general assets. These assets may include proceeds
from the charge for annuity rate and expense risks described above.

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 3.5%
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.

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 plan 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.

CERTAIN NONTAX-QUALIFIED CONTRACTS For nontax-qualified Contracts issued after
December 16, 1981 and prior to May 1, 1983 purchase payments paid under the
Contract are subject to a deduction of 3% on the first $25,000 of purchase
payments, 2% on the next $75,000 and 1% on amounts in excess of $100,000, based
on total cumulative purchase payments paid under the Contract. 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%.

23
<PAGE> 32

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. In the case of a Contract purchased as an individual
retirement annuity pursuant to Section 408(b) of the Internal Revenue Code,
dividends cannot be paid in cash but must be applied as net purchase payments
under the Contract.

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 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.

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.

24
<PAGE> 33

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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
PERFORMANCE DATA................................B-4
EXPERTS.........................................B-6

FINANCIAL STATEMENTS OF THE
ACCOUNT (for the two years ended
December 31, 1999)..............................B-7
REPORT OF INDEPENDENT
ACCOUNTANTS (for the two years ended
December 31, 1999).........................B-13
FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL LIFE (for
the three years ended December 31, 1999).....B-14
REPORT OF INDEPENDENT
ACCOUNTANTS (for the three years
ended December 31, 1999)....................B-27
</TABLE>

This Prospectus sets forth concisely the information about NML Variable Annuity
Account B that a prospective investor ought to know before investing. Additional
information about Account B 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 B to:

Name
-----------------------------------------------------------------------
Address
--------------------------------------------------------------------

---------------------------------------------------------------------------

City State Zip
--------------------------------------------------- ----- ------

<PAGE> 34

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

VARIABLE ANNUITY CONTRACTS

<TABLE>
<S> <C>
Nontax-Qualified Annuities Individual Retirement Annuities
Roth IRAs Simplified Employee Pension Plan IRAs
SIMPLE IRAs Tax-Deferred Annuities
457 Deferred Compensation Plan Annuities Non-Transferable Annuities
</TABLE>

NML VARIABLE ANNUITY ACCOUNT B

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

60826
<PAGE> 35

STATEMENT OF ADDITIONAL INFORMATION

VARIABLE ANNUITY CONTRACTS
(for Individual Retirement Annuities, Tax-Deferred Annuities
and Non-Qualified Plans)

NML VARIABLE ANNUITY ACCOUNT B
(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
<PAGE> 36

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 during each of the last three years:

Year Amount
---- ------
1999 $21,569,657
1998 $20,405,686
1997 $15,326,743

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. 16; "Net Investment Factor", p. 12; and "Deductions", p. 21.

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 and sex. 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 Projection Scale G and 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.

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

B-2
<PAGE> 37

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 a male, 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.

<TABLE>
<S><C>
(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
</TABLE>

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
<PAGE> 38
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 purchased as a tax-deferred annuity pursuant to
Section 403(b) of the Internal Revenue Code of 1954, as amended (the "Code")
cannot be changed and the Contract cannot be sold, assigned or pledged as
collateral for a loan, or for any other purpose, to any person other than
Northwestern Mutual Life. Similar restrictions are applicable to Contracts
purchased in exchange transactions by persons who have received fixed dollar
policies as distributions of termination benefits from tax-qualified corporate
or HR-10 plans or trusts. Ownership of a Contract purchased as an individual
retirement annuity pursuant to Section 408(b) of the Code cannot be transferred
except in limited circumstances involving divorce.

PERFORMANCE DATA

Standardized performance data in advertisements will show the average
annual total return for each Division of the Account, according to the following
formula prescribed by the Securities and Exchange Commission:

P(1 + T) = ERV
Where:
P = a hypothetical initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1000
payment made at the beginning of the 1, 5
or 10 year periods at the end of the 1, 5,
or 10 year periods (or fractional portion thereof)

Average annual total return is the annual compounded rate of return that would
have produced the ending surrender value under a Contract if the owner had
invested in a specified Division over the stated period and investment
performance had remained constant throughout the period. The calculation assumes
a single $1,000 purchase payment made at the beginning of the period and
surrender of the Contract at the end of the period. It reflects a deduction for
all Account, Fund and Contract level charges, including the 4.5% initial sales
load for the Front Load Contract and the withdrawal charge for the Back Load
Contract. The $30 annual Contract fee is reflected as .03% for the Front Load
Contract and .14% for the Back Load based on the annual contract fees collected
divided by the assets of the sub-account. For the Front Load Contract the data
will assume a minimum initial purchase payment of $10,000 and the amounts will
be divided by 10 to conform the presentation to the $1,000 purchase payment
assumption required by the prescribed formula.

The following table shows the standardized average annual total return data
for each Division of the Account for the period ended December 31, 1999:

B-4

<PAGE> 39

FRONT LOAD CONTRACT

DIVISION 1-YEAR 5-YEAR 10-YEAR INCEPTION*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock** 78.18 NA NA 78.18
Aggressive Growth Stock 37.44 22.09 NA 20.93
International Equity 17.48 13.51 NA 13.52
Index 400 Stock** 8.03 NA NA 8.03
Growth Stock 17.09 24.53 NA 21.64
Growth and Income Stock 2.74 20.53 NA 17.93
Index 500 Stock 15.57 26.83 NA 19.62
Balanced 6.29 16.70 11.84 NA
High Yield Bond -4.85 8.26 NA 7.78
Select Bond -5.39 6.04 6.66 NA
Money Market 0.47 4.11 4.22 NA
Russell Insurance Funds
Multi-Style Equity** 3.02 NA NA 3.02
Aggressive Equity** 6.19 NA NA 6.19
Non-U.S.** 20.01 NA NA 20.01
Real Estate Securities** -11.21 NA NA -11.21
Core Bond** -5.08 NA NA -5.08
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
BACK LOAD CONTRACT

DIVISION 1-YEAR 5-YEAR 10-YEAR INCEPTION*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock** 84.56 NA NA 76.56
Aggressive Growth Stock 33.80 21.55 NA 20.32
International Equity 13.21 12.86 NA 12.99
Index 400 Stock** 11.89 NA NA 3.89
Growth Stock 12.81 24.02 NA 21.16
Growth and Income Stock -2.00 19.97 NA 17.42
Index 500 Stock 11.24 26.34 NA 19.02
Balanced 1.67 16.09 11.22 NA
High Yield Bond -9.83 7.52 NA 7.16
Select Bond -10.39 5.25 6.08 NA
Money Market -4.35 3.27 3.65 NA
Russell Insurance Funds
Multi-Style Equity** 6.70 NA NA -1.30
Aggressive Equity** 9.99 NA NA 1.99
Non-U.S.** 24.30 NA NA 16.30
Real Estate Securities** -8.03 NA NA -16.03
Core Bond** -1.69 NA NA -9.69
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

* INDEX 500 STOCK AND AGGRESSIVE GROWTH STOCK DIVISIONS BEGAN DECEMBER 1990;
INTERNATIONAL EQUITY DIVISION BEGAN APRIL 1993; GROWTH STOCK, GROWTH AND INCOME
STOCK AND HIGH YIELD BOND DIVISIONS BEGAN MAY 1994; SMALL CAP GROWTH, INDEX 400
STOCK AND THE RUSSELL INSURANCE FUNDS BEGAN APRIL 1999.
** FROM COMMENCEMENT OF OPERATIONS ON APRIL 30, 1999 THROUGH DECEMBER 31, 1999.

Non-standardized performance data are calculated on the same basis as the
standardized total return data, except that the 4.5% initial sales load for the
Front Load Contract is not reflected and it is assumed that the Back Load
Contract remains in force at the end of the period. The annual Contract fee of
$30 is also not reflected.

B-5
<PAGE> 40

The following table shows the non-standardized average annual total
return data for each Division of the Account for the period ended December 31,
1999:

<TABLE>
<CAPTION>
FRONT LOAD CONTRACT

DIVISION 1-YEAR 5-YEAR 10-YEAR INCEPTION*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock** 85.61 NA NA 85.61
Aggressive Growth Stock 43.21 23.12 NA 21.51
International Equity 22.41 14.47 NA 14.24
Index 400 Stock** 12.53 NA NA 12.53
Growth Stock 22.00 25.59 NA 22.56
Growth and Income Stock 7.05 21.55 NA 18.82
Index 500 Stock 20.43 27.90 NA 20.20
Balanced 10.75 17.69 12.33 NA
High Yield Bond -0.86 9.19 NA 8.59
Select Bond -1.42 6.95 7.13 NA
Money Market 4.68 5.00 4.68 NA
Russell Insurance Funds
Multi-Style Equity** 7.31 NA NA 7.31
Aggressive Equity** 10.62 NA NA 10.62
Non-U.S.** 25.01 NA NA 25.01
Real Estate Securities** -7.51 NA NA -7.51
Core Bond** -1.13 NA NA -1.13
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
BACK LOAD CONTRACT

DIVISION 1-YEAR 5-YEAR 10-YEAR INCEPTION*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
Small Cap Growth Stock** 84.56 NA NA 84.56
Aggressive Growth Stock 42.00 22.09 NA 20.49
International Equity 21.21 13.35 NA 13.14
Index 400 Stock** 11.89 NA NA 11.89
Growth Stock 20.98 24.53 NA 21.52
Growth and Income Stock 6.15 20.53 NA 17.82
Index 500 Stock 19.41 26.83 NA 19.18
Balanced 9.82 16.69 11.38 NA
High Yield Bond -1.69 8.26 NA 7.67
Select Bond -2.25 6.04 6.23 NA
Money Market 3.80 4.11 3.79 NA
Russell Insurance Funds
Multi-Style Equity** 6.70 NA NA 6.70
Aggressive Equity** 9.99 NA NA 9.99
Non-U.S.** 24.30 NA NA 24.30
Real Estate Securities** -8.03 NA NA -8.03
Core Bond** -1.69 NA NA -1.69
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

B-6
<PAGE> 41

Advertisements with performance data may compare the average annualized
total return figures for one or more of the Divisions to (1) the Standard &
Poor's 500 Composite Stock Price Index, Wilshire Index, 1750 Index, EAFE Index,
Merrill Lynch Domestic Master Index, Lehman Brothers High Yield Intermediate
Market Index or other indices measuring performance of a relevant group of
securities; (2) other variable annuity separate account tracked by Lipper
Analytical Services or other ratings services; or (3) the Consumer Price Index.

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-7

<PAGE> 42

Pages B-8 through B-14 are reserved for
pages __ through __ of the
December 31, 1999 Annual Report for
NML Variable Annuity Account B.

B-8

<PAGE> 43

B-9
<PAGE> 44

B-10
<PAGE> 45

B-11
<PAGE> 46

B-12
<PAGE> 47

B-13
<PAGE> 48

B-14
<PAGE> 49

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-15 through B-28 are reserved for the 12/31/99
Consolidated Financial Statements of
The Northwestern Mutual Life insurance Company)

B-15

<PAGE> 50

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
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

PERFORMANCE DATA....................................................................................B-4

EXPERTS.............................................................................................B-7

FINANCIAL STATEMENTS OF THE ACCOUNT.................................................................B-8
(for the two years ended December 31, 1999)

REPORT OF INDEPENDENT ACCOUNTANTS..................................................................B-14
(for the two years ended December 31, 1999)

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE...................................................B-15
(for the three years ended December 31, 1999)

REPORT OF INDEPENDENT ACCOUNTANTS..................................................................B-28
(for the three years ended December 31, 1999)
</TABLE>

B-29

<PAGE> 51

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements
The financial statements of NML Variable Annuity Account B and
The Northwestern Mutual Life Insurance Company are included in
the Statement of Additional Information.

NML Variable Annuity Account B
(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

<TABLE>
<S><C>
Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load Contract, RR.V.B.
(032000), including Amendment to Qualify as an Annuity for non-tax
qualified business (sex neutral)

Exhibit B(4)(a)(1) Flexible Payment Variable Annuity Back Load Contract, RR.V.B. (032000),
including Amendment to Qualify as an Annuity for non-tax qualified business (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)
</TABLE>

Item 25. Directors and Officers of the Depositor

C-1
<PAGE> 52

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
- ---- ----------------
<S> <C>
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
20 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

Stephen N. Graff 805 Lone Tree Road
Elm Grove, WI 53122-2014

</TABLE>

C-2

<PAGE> 53

<S> <C>
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

John E. Steuri Advanced Thermal Technologies
2102 Riverfront Drive, Suite 120
Little Rock, AR 72202-1747
</TABLE>

C-3
<PAGE> 54

<S> <C>
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
</TABLE>

EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
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 and 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
Edward J. Zore Executive Vice President
</TABLE>

C-4
<PAGE> 55

OTHER OFFICERS

<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
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
Virginia A. Corwin Assistant Director - New Business
Barbara E. Courtney Associate Director - Mutual Funds
Dennis J. Darland Assistant Director - Disability Income
</TABLE>

C-5
<PAGE> 56

<S> <C>
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 and 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
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
</TABLE>

C-6
<PAGE> 57

<S> <C>
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
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
</TABLE>

C-7
<PAGE> 58

<S> <C>
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
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
</TABLE>

C-8
<PAGE> 59

<S> <C>
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
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
</TABLE>

C-9
<PAGE> 60

<S> <C>
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
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
</TABLE>

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
----------

C-10
<PAGE> 61

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 on pages 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
<PAGE> 62

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% Olive, Inc. - 100%
Marina Pacific, Ltd. - 100% Bayridge, Inc. - 100%
Solar Resources, Inc. - 100% Ryan, Inc. - 100%
Rocket Sports, Inc. (inactive) - 100% Pembrook, Inc. - 100%
Summit Sports, Inc. - 100% PBClub, Inc. - 100%
Greenway Sports, Inc. - 100% Diversey, Inc. - 100%
RE Corporation - 100% Larkin, Inc. - 100%
INV Corp. - 100% Russet, Inc. - 100%
Buffalo Promotions, Inc. - 100%
NW Greenway #1 (inactive) - 100%
NW Greenway #9 - 100%
Logan, Inc. - 100%
Mitchell, Inc. - 100%
Cass Corporation - 100%
Burgundy, Inc. - 100%
Amber, Inc. - 100%

* Except for MGIC Investment Corporation and its subsidiaries, includes all NML
mutual funds and other corporations of which 50% or more voting power is
controlled by NML.

C-12
<PAGE> 63

NML CORPORATE STRUCTURE, CONTINUED*
-----------------------------------
(AS OF AUGUST 31, 1999)

NML SECURITIES HOLDINGS, LLC-100%

<TABLE>
<S><C>
NW Pipeline, Inc. - 100% Kristina International Sales, Inc. - 100%
Painted Rock Development Corporation - 100% NML/Mid Atlantic, Inc. - 100%
NML Development Corporation - 100% KerryAnne International Sales, Inc. - 100%
Stadium and Arena Management, Inc. - 100% Regina International Sales, 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%
</TABLE>

* Except for MGIC Investment Corporation and its subsidiaries, includes all NML
mutual funds and other corporations of which 50% or more voting power is
controlled by NML.

C-13

<PAGE> 64

Item 27. Number of Contract Owners

As of December 31, 1999, 239,885 variable annuity contracts issued in
connection with NML Variable Annuity Account B were outstanding. 194,457 such
contracts were issued as contracts for plans qualifying for special treatment
under various provisions of the Internal Revenue Code. 45,428 such contracts
were not so issued.

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 co-depositor
of the Registrant, may be considered the principal underwriter currently
distributing securities of the Registrant. NMIS is also co-depositor, and may be
considered the principal underwriter, for Northwestern Mutual Variable Life
Account, a separate investment account of Northwestern Mutual Life registered
under the Investment Company Act of 1940 as a unit investment trust. 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
<S> <C>
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
</TABLE>

C-14
<PAGE> 65

<TABLE>
<S> <C>
Steven P. Swanson Vice President
Carla A. Thoke Director, Equity Compliance, NMIS Office of
Supervisory Jurisdiction
J. Edward 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
Edward J. Zore Director
Robert J. Ziegler Assistant Treasurer
</TABLE>

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 $21,569,657 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

C-15

<PAGE> 66
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 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.

(e) The Northwestern Mutual Life Insurance Company hereby represents that
the fees and charges deducted under the contracts registered by this
registration statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by the insurance company.

REPRESENTATION REGARDING TAX-DEFERRED ANNUITIES

Reference is made to a no-action letter dated November 28, 1988 from
the staff of the Securities and Exchange Commission and addressed to the
American Council of Life Insurance (the "no-action letter"). In accordance with
the requirements of paragraph (5) on page 4 of the no-action letter, the
Registrant represents that the no-action letter is being relied upon and that
the provisions of paragraphs (1)-(4) thereof have been complied with.

C-16

<PAGE> 67

SIGNATURES

As required by the Securities Act of 1933, and the Investment Company
Act of 1940, the Registrant, NML Variable Annuity Account B, 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.

<TABLE>
<S><C>
NML VARIABLE ANNUITY ACCOUNT B
(Registrant)

By THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)

Attest: JOHN M. BREMER By: JAMES D. ERICSON
-------------- ----------------
John M. Bremer James D. Ericson, President
Executive Vice President, and Chief Executive Officer
General Counsel and Secretary
By NORTHWESTERN MUTUAL
INVESTMENT SERVICES, LLC
(Depositor)

Attest: MERRILL C. LUNDBERG By: MERIDEE J. MAYNARD
----------------------------------- --------------------------------------------
Merrill C. Lundberg, Secretary Meridee J. Maynard, President and CEO

As required by the Securities Act of 1933, this Amended Registration
Statement has been signed by the depositors 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 James D. Ericson, President and Chief
Executive Vice President, Executive Officer
General Counsel and Secretary
NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC
(Depositor)

Attest: MERRILL C. LUNDBERG By: MERIDEE J. MAYNARD
------------------- ------------------
Merrill C. Lundberg, Secretary Meridee J. Maynard, President and CEO

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
- --------- -----

JAMES D. ERICSON Trustee, President and
- ---------------- Principal Executive and Dated January
James D. Ericson Financial Officer 27, 2000

</TABLE>

C-17
<PAGE> 68

GARY E. LONG Vice President, Controller
- --------------------------- and Principal Accounting
Gary E. Long Officer

HAROLD B. SMITH* Trustee
- ---------------------------
Harold B. Smith

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 Dated
- --------------------------- January 27, 2000
Stephen F. Keller

PIERRE S. du PONT* Trustee
- ---------------------------
Pierre S. du Pont

J. E. GALLEGOS* Trustee
- ---------------------------
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

C-18
<PAGE> 69

EDWARD E. BARR* Trustee
- ---------------------------
Edward E. Barr

ROBERT C. BUCHANAN* Trustee
- ---------------------------
Robert C. Buchanan

SHERWOOD H. SMITH, JR.* Trustee
- ---------------------------
Sherwood H. Smith, Jr.

H. MASON SIZEMORE* Trustee Dated
- ---------------------------
H. Mason Sizemore, Jr. January 27, 2000

JOHN J. STOLLENWERK* Trustee
- ---------------------------
John J. Stollenwerk

GEORGE A. DICKERMAN* Trustee
- ---------------------------
George A. Dickerman

GUY A. OSBORN* Trustee
- ---------------------------
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
<PAGE> 70

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
<PAGE> 71

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

C-21
<PAGE> 72

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.

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

PETER M. SOMMERHAUSER Trustee
---------------------------
Peter M. Sommerhauser

C-22

<PAGE> 73
EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-4
POST-EFFECTIVE AMENDMENT NO. 58 TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NML VARIABLE ANNUITY ACCOUNT B
<TABLE>
<CAPTION>

Exhibit Number Exhibit Name
- -------------- ------------
<S> <C>

Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load Contract, RR.V.B. (032000), including Amendment
to Qualify as an Annuity for non-tax qualified business (sex neutral)

Exhibit B(4)(a)(1) Flexible Payment Variable Annuity Back Load Contract, RR.V.B. (032000),
including Amendment to Qualify as an Annuity for non-tax qualified business (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)

</TABLE>

<PAGE> 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 B
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.

RR.V.B.(032000)

CONTRACT NUMBER 12 345 678

PRIMARY ANNUITANT John J. Doe

ISSUE DATE March 31, 2000 Sex Neutral

RR.V.B.FR.(032000)

<PAGE> 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
- Separate Account
- Accumulation Units
- Net Investment Factor
- Substitution and Change

SECTION 3. GUARANTEED INTEREST FUND
- Guaranteed Interest Fund
- Accumulation Value
- Transfer Restrictions
- Maximum Guaranteed Interest Fund Accumulation Value
- Table of Guaranteed Values

SECTION 4. PURCHASE PAYMENTS, TRANSFERS AND WITHDRAWALS
- Payment of Purchase Payments
- Application of Purchase Payments
- Selection of Investment Account for Purchase Payments
- Transfer of Accumulation Value
- Withdrawals and Full Surrender
- Effective Date

SECTION 5. BENEFITS
- Maturity Benefit
- Death Benefit If Annuitant is an Owner
- Death Benefit if Annuitant is not an Owner

SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
- Naming and Changing of Beneficiaries
- Succession in Interest of Beneficiaries
- Trustee as Beneficiary
- General
- Naming and Changing a Contingent Annuitant

<PAGE> 3

SECTION 7. CHARGES AND FEES
- Sales Load and Premium Taxes
- Contract Fee

SECTION 8. OWNERSHIP
- The Owner
- Transfer of Ownership
- Naming and Changing a Successor Owner
- Collateral Assignment
- Voting Rights and Reports to Owners

SECTION 9. THE CONTRACT
- Guarantees
- Valuation of Separate Account Assets
- Determination of Separate Account Values
- Deferment of Benefit Payments
- Dividends
- Incontestability
- Misstatements
- Entire contract; Changes
- Termination of Contract.

SECTION 10. PAYMENT OF CONTRACT BENEFITS
- Payment of Benefits
- Death Benefit
- Effective Date for Payment Plan
- Payment Plan Elections

SECTION 11. PAYMENT PLANS
- Description of Payment Plans
- Allocation of Benefits
- Annuity Units under Variable Payment Plans
- Payments under Variable Payment Plans
- Transfers Involving Variable Payment Plans
- Withdrawal under Payment Plans
- Naming and Changing of Beneficiaries under Payment Plans
- Succession in Interest of Beneficiaries under Payment Plans
- Payment Plan Rates

<PAGE> 4

ADDITIONAL BENEFITS (IF ANY)

APPLICATION

ENDORSEMENTS
to be made only by the Company at the Home Office

RR.V.B.FR(032000)

<PAGE> 5

CONTRACT INFORMATION

CONTRACT NUMBER 12 345 678

PLAN Flexible Payment Variable Annuity

ADDITIONAL BENEFITS Enhanced Death Benefit

TAX REPORTING CATEGORY Personal 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 B:
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

RR.V.B.FR.(032000) Page 3

<PAGE> 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.

RR.V.B.FR.(032000) Page 4

<PAGE> 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.
<TABLE>
<CAPTION>

End of
Contract Accumulation Cash
Year March 31 Value Value

<S> <C> <C> <C>
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

</TABLE>

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.

RR.V.B.FR.(032000) Page 4A

<PAGE> 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.
<PAGE> 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 B. 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.

<PAGE> 10

SECTION 2. SEPARATE ACCOUNT

2.1 SEPARATE ACCOUNT

The Separate Account (NML Variable Annuity Account B) has been established by
the Company and is registered as a unit investment trust under the Investment
Company Act of 1940. 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:

- the value on the immediately preceding Valuation Date; and
- 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.

<PAGE> 11

The gross investment rate for the current period for each Division is equal to
a. divided by b. where:

a. is:
- the investment income of the Division for the current period; plus
- capital gains for the period, whether realized or unrealized, on the
assets of the Division; less
- capital losses for the period, whether realized or unrealized, on
the assets of the Division; less
- deduction for any tax liability paid or reserved for by the Company
resulting from the maintenance or operation of the Division; and
less
- 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 a vote of the Owners of variable annuity contracts having an
interest in a Division or as otherwise permitted by applicable insurance and
securities law, a substitution or change may be made as follows:

- 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;

- the Separate Account, or a Division, may be operated as a management
company under the Investment Company Act of 1940, or in any other form
permitted by law, if deemed by the Company to be in the best interests
of the contract Owners;

- the Separate Account may be deregistered under the Investment Company
Act of 1940 in the event registration is no longer required; or

- 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 Securities and Exchange Commission (SEC) and the Commissioner of
Insurance for the state of Wisconsin, and filing with the state in which this
contract is issued.

<PAGE> 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:

- - 25% of the Accumulation Value of the Guaranteed Interest Fund on the last
contract anniversary preceding the transfer; and
- - 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.

<PAGE> 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.

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.

<PAGE> 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.

<PAGE> 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:

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- 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:

- payment of a monthly income under a payment plan chosen by the Owner; or
- 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.

<PAGE> 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:

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- 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:

- total Net Purchase Payments paid under the contract; less
- 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:

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- on a day on which the New York Stock Exchange is closed.

<PAGE> 17

If the Primary Annuitant dies prior to the Primary Annuitant's 75th birthday,
the Death Benefit will not be less than:

- total Net Purchase Payments paid under the contract; less
- 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).

- 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.

- 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.

- 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.

<PAGE> 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.

<PAGE> 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:

- - 10% of the gross purchase payments applied to the Guaranteed Interest Fund
during the contract year; and
- - 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.

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.

<PAGE> 20

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 VOTING RIGHTS AND REPORTS TO OWNERS

As long as the Separate Account continues to be registered as a unit investment
trust under the Investment Company Act of 1940 and the assets of the Separate
Account are invested in shares of a Portfolio, the Company will vote shares held
by the Separate Account in accordance with the instructions received from the
Owners of Accumulation Units or, after payments have commenced under a variable
payment plan, from the beneficiaries receiving payments under those payment
plans. Each Owner or beneficiary will receive:

- periodic reports relating to the Portfolio;
- proxy material;
- a form with which to give voting instructions; and
- information regarding the proportion of shares of each Portfolio held
in the Separate Account corresponding either to the Accumulation Units
credited to this contract or the number of shares held in the Separate
Account representing the Company's actuarial liability under the
variable payment plan.

At least once each Contract Year, the Company will also 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.

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

<PAGE> 21
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.

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.

<PAGE> 22

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.

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:

- 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

- 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

<PAGE> 23

All or part of the contract benefits may be paid under one or more of the
following:

- a variable payment plan;
- a fixed payment plan; or
- in cash.

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:

- on the date the election is received at the Home Office; or
- 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.

<PAGE> 24

LIFE INCOME PLANS

- 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.
- 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.
- OTHER SELECTIONS. The Company may offer other selections under the
Life Income Plans.
- 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:

- 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
- 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:
- the Annuity Unit value on the immediately preceding Valuation Date;
- 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
- 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.

<PAGE> 25

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.

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:
- the fifth Valuation Date prior to the payment due date if the payment due
date is a Valuation Date; or
- 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:
- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- 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.

<PAGE> 26

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:

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- 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:

- the direct beneficiary was the Owner of the contract; or
- 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.

<PAGE> 27

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:

- - In equal shares to the further payees who survive and receive payment; or
- - 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:

- the age on the birthday that is nearest to the date on which the payment
plan takes effect; plus
- 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 CONTRACT YEARS
ELAPSED AGE ADJUSTMENT ELAPSED AGE ADJUSTMENT
<S> <C> <C> <C>
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

</TABLE>

CURRENT FIXED PAYMENT PLAN RATES

- 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.

- 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.

<PAGE> 28

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.

<PAGE> 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
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
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

</TABLE>

GUARANTEED FIXED PAYMENT PLANS

INSTALLMENT INCOME PLANS (OPTION B)
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
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
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
</TABLE>

<PAGE> 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
----------------------------------------------------------------------------------
ADJUSTED CHOSEN PERIOD (YEARS)
AGE* -------------------- ------------------- --------------------
ZERO 10 20
-------------------- -------------------- ------------------- --------------------
<S> <C> <C> <C>
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
-------------------- -------------------- ------------------- --------------------
</TABLE>

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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>

*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.

<PAGE> 31

AMENDMENT OF CONTRACT TO QUALIFY AS ANNUITY

AS OF THE ISSUE DATE, THIS AMENDMENT IS MADE A PART OF THIS ANNUITY
CONTRACT ISSUED BY THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY.
NOTWITHSTANDING ANY OTHER SPECIFIC PROVISIONS IN THIS CONTRACT TO THE CONTRARY
AND SUBJECT TO THE TAX QUALIFICATION PROVISIONS HEREIN, THIS CONTRACT IS AMENDED
TO RESTRICT THE EXERCISE OF THE RIGHTS OF THE OWNER OR ANNUITANT AND ANY
BENEFICIARY AS FOLLOWS:

1. Required Distributions.

a If any Owner dies on or after the annuity starting date and before
entire interest in this contract has been distributed, the
remaining portion of such interest shall be distributed at least
as rapidly as under the method of distribution being used as of
the date of the Owner's death.

b. If any Owner dies before the annuity starting date, the entire
interest in this contract shall be distributed within five years
after the Owner's death.

c. For purposes of paragraphs a and b, if any portion of the Owner's
interest in this contract is payable to or for the benefit of a
designated beneficiary and such designated beneficiary timely
elects to have such portion distributed over a period not
exceeding the life or life expectancy of such designated
beneficiary in distributions that begin within one year of the
Owner's death, such portion shall be treated as distributed
entirely on the date such distributions begin.

d. For purposes of paragraphs a and b, if any portion of the Owner's
interest in the contract is payable to or for the benefit of a
designated beneficiary who is the Owner's surviving spouse, such
spouse shall be treated as the Owner and, absent a contrary
designation by such spouse, as a contingent annuitant with respect
to such portion.

e. For purposes of paragraphs a. and b., if the Owner is not an
individual, the primary annuitant under the contract shall be
treated as the Owner, any change in the primary annuitant shall be
treated as the death of the Owner and any designation of a
beneficiary by the Owner shall be deemed to be a designation of
the same beneficiary by the primary annuitant. The primary
annuitant is the individual, the events in the life of whom are of
primary importance in affecting the timing or amount of the payout
under the contract.

<PAGE> 32

f. For purposes of this section, a "designated beneficiary" is any
individual designated by the Owner as a beneficiary, including
a co-owner or successor owner who succeeds to any portion of a
deceased owner's interest upon death.

g. For purposes of this section, "annuity starting date" is the
first day of the first period for which periodic annuity payments
are made under the contract.

2. Tax Qualification.

This contract is intended to qualify as an annuity contract for federal
income tax purposes. To that end, the provisions of this contract,
including any amendment, endorsement or rider, are to be interpreted to
ensure or maintain any such tax qualification, despite any other
provision to the contrary (including the provisions of any amendment,
endorsement or rider that do not expressly override these tax
qualification provisions). The Company reserves the right to amend this
contract at any time to reflect any clarification that may be needed or
may be appropriate to maintain any such tax qualification or to conform
the contract to any applicable changes in the tax qualification
requirements.

(signed)
SECRETARY
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

<PAGE> 33

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 B

<PAGE> 34

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)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
- ----------------------------------------------------------------------------------------------------------------------
CHOSEN PERIOD (YEARS) FEMALE CHOSEN PERIOD (YEARS)
ADJUSTED AGE*
MALE ADUSTED -------------- ------------- -------------- ------------- -------------- -------------- -------------
AGE* ZERO 10 20 ZERO 10 20
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
</TABLE>

LIFE INCOME PLAN (OPTION E)

- ------------------ ----------------------------------------------------------------------------------------------
JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain)
- ------------------ ----------------------------------------------------------------------------------------------
MALE
ADJUSTED AGE* FEMALE ADJUSTED AGE*
- ------------------ ----------------------------------------------------------------------------------------------
55 60 65 70 75 80 85 and over
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>

*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.

<PAGE> 35

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:

- - THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
- - 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:

- THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR
- 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.

<PAGE> 36

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:

- - ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
- - 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:

- - THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
- - 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.

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:

- - THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY; OR
- - THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO THAT
CONTRACT ANNIVERSARY.

<PAGE> 37

decreased by any amounts withdrawn under Section 4.5 since that contract
anniversary.

- - ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
- - 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

<PAGE> 38
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:
<TABLE>
<S><C>
[ ] 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.
| |
|________________|________________________________

</TABLE>

<PAGE> 39

- --------------------------------------------------------------------------------
4. OWNER
- --------------------------------------------------------------------------------

A minor owner limits future contract actions.
Select one:
<TABLE>
<S> <C> <C>
[ ] ANNUITANT } Go to section 5.
[ ] SEE ATTACHMENT

[ ] UGMA/UTMA - custodian is owner for the benefit of minor
[ ] CORPORATION OR TRUST } Enter information below.
[ ] OTHER
</TABLE>

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 %
| | | |
|________________|_______________________________|_________________|______

CONTINGENT BENEFICIARY:

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.

<PAGE> 40
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

<PAGE> 41
- --------------------------------------------------------------------------------
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

<PAGE> 42
| |
| |
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
| | |
|$ | |
______________________________________________________________________________
<PAGE> 43
- --------------------------------------------------------------------------------
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.

<TABLE>
<S><C>
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
| | | |
| | | |
____________ _______________________________________ __________________________ ________
</TABLE>

<PAGE> 44

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

[ ] 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
<PAGE> 45
- --------------------------------------------------------------------------------
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:

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
| | | |
| | | |
___________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 46
- --------------------------------------------------------------------------------
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
|
|
|
|_________________________________________

<PAGE> 47
- --------------------------------------------------------------------------------
DEMOGRAPHICS
- --------------------------------------------------------------------------------
ANNUITANT'S EDUCATION

[ ] Some Education [ ] High School [ ] Associate Degree [ ] Some College
[ ] Bachelors [ ] Masters [ ] Attorney at Law [ ] Doctorate

NUMBER OF CHILDREN

Number
| [ ] None
|
|_________

<TABLE>
<CAPTION>
OCCUPATION INDUSTRY SOURCE OF APPLICANT
<S> <C> <C>
[ ] 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 |
|______________________________
</TABLE>

- --------------------------------------------------------------------------------
CONTRACT DELIVERY INSTRUCTIONS
- --------------------------------------------------------------------------------

Deliver contract package to the servicing agent at the: [ ] GA office
[ ] DA office
[ ] Agent's own office

- --------------------------------------------------------------------------------
PRODUCTION AND COMMISSION CREDITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Primary or Secondary If secondary contract,
Agent Number Agents Full Name*: Last, First % Interest Contract (P or S) secondary Appt. Agt. No.
<S> <C> <C> <C> <C>
| | | | |
|__________________|__________________________________|___________________|________________________|_________________________

| | | | |
|__________________|__________________________________|___________________|________________________|_________________________

</TABLE>
*Commissions are payable only to Registered Representatives of Northwestern
Mutual Investment Services, LLC.

General Agent's Number General Agent's Stamp
| |
|_______________________ |
|
|_________________

<PAGE> 48

<TABLE>
<S><C>
- -----------------------------------------------------------------------------------------------------------------
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
| |
|_________________________________|____________________________________________
</TABLE>

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.

<PAGE> 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 B
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.

RR.V.B.(032000)

CONTRACT NUMBER 12 345 678

PRIMARY ANNUITANT John J. Doe

ISSUE DATE March 31, 2000 Sex Neutral

RR.V.B.BK.(032000)

<PAGE> 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
- Separate Account
- Accumulation Units
- Net Investment Factor
- Substitution and Change

SECTION 3. GUARANTEED INTEREST FUND
- Guaranteed Interest Fund
- Accumulation Value
- Transfer Restrictions
- Maximum Guaranteed Interest Fund Accumulation Value
- Table of Guaranteed Values

SECTION 5. BENEFITS
- Maturity Benefit
- Death Benefit if Annuitant is an Owner
- Death Benefit if Annuitant is not an Owner

<PAGE> 3

SECTION 7. CHARGES, FEES AND CONVERSION
- Premium Taxes
- Contract Fee
- Conversion of Investment Accounts
- Withdrawal Charge

SECTION 8. OWNERSHIP
- The Owner
- Transfer of Ownership
- Naming and Changing a Successor Owner
- Collateral Assignment
- Voting Rights and Reports to Owners

SECTION 10. PAYMENT OF CONTRACT BENEFITS
- Payment of Benefits
- Death Benefit
- Effective Date for Payment Plan
- Payment Plan Elections

<PAGE> 4

ADDITIONAL BENEFITS (IF ANY)

APPLICATION

ENDORSEMENTS
to be made only by the Company at the Home Office

RR.V.B.BK.(032000)

<PAGE> 5

CONTRACT INFORMATION

CONTRACT NUMBER 12 345 678

PLAN Flexible Payment Variable Annuity

ADDITIONAL BENEFITS Enhanced Death Benefit

TAX REPORTING CATEGORY Personal 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.

Guaranteed Accounts:
Guaranteed Interest Fund

RR.V.B.BK.(032000) Page 3

<PAGE> 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

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

RR.V.B.BK.(032000) Page 4

<PAGE> 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

<S> <C>
Eight 6%
Seven 6%
Six 6%

Five 5%
Four 4%
Three 3%

Two 2%
One 1%
Zero 0%
</TABLE>

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.

RR.V.B.BK.(032000) Page 4-1

<PAGE> 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

<S> <C> <C> <C>
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
</TABLE>

RR.V.B.BK.(032000) Page 4A

<PAGE> 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 The portion of the contract that is credited with a
FUND 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.

<PAGE> 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 The contract anniversary nearest the Annuitant's 90th
DATE 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 B. 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

WITHDRAWAL CHARGE A deduction that is made from maturity benefits and
withdrawal amounts.

WITHDRAWAL CHARGE For a withdrawal, the amount that can be withdrawn without
FREE AMOUNT a Withdrawal Charge prior to the withdrawal of Net
Purchase Payments.

<PAGE> 11

SECTION 2. SEPARATE ACCOUNT

2.1 SEPARATE ACCOUNT

The Company reserves the right to eliminate or add additional Divisions and
Portfolios.

2.2 ACCUMULATION UNITS

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

<PAGE> 12

The gross investment rate for the current period for each Division is equal to
a. divided by b. where:

a. is:
- the investment income of the Division for the current period; plus
- capital gains for the period, whether realized or unrealized, on
the assets of the Division; less
- capital losses for the period, whether
realized or unrealized, on the assets of the Division; less
- deduction for any tax liability paid or reserved for by the
Company resulting from the maintenance or operation of the
Division; and less
- 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.

2.4 SUBSTITUTION AND CHANGE

- 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;

- the Separate Account may be deregistered under the Investment Company
Act of 1940 in the event registration is no longer required; or

- the provisions of the contracts may be modified to comply with any
other applicable federal or state laws.

<PAGE> 13

SECTION 3. GUARANTEED INTEREST FUND

3.1 GUARANTEED INTEREST FUND

3.2 ACCUMULATION VALUE

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

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:

- 25% of the Accumulation Value of the Guaranteed Interest Fund on the
last contract anniversary preceding the transfer; and
- 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.

<PAGE> 14

3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE

3.5 TABLE OF GUARANTEED VALUES

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.

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.

4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS

<PAGE> 15

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.

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 that 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

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.

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.

<PAGE> 16

4.6 EFFECTIVE DATE

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- on a day on which the New York Stock Exchange is closed.

SECTION 5. BENEFITS

5.1 MATURITY BENEFIT

- payment of a monthly income under a payment plan chosen by the Owner; or
- 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.

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.

<PAGE> 17

5.2 DEATH BENEFIT IF ANNUITANT IS AN OWNER

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- 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:

- total Net Purchase Payments paid under the contract; less
- any amounts withdrawn under Section 4.5.

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

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- on a day on which the New York Stock Exchange is closed.

<PAGE> 18

If the Primary Annuitant dies prior to the Primary Annuitant's 75th birthday,
the Death Benefit will not be less than:

- total Net Purchase Payments paid under the contract; less
- 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 OR DEATH BENEFITS OR WITHDRAWAL AMOUNTS BY SPOUSE (MARITAL
DEDUCTION PROVISION).

- 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.

- 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.

<PAGE> 19

6.2 SUCCESSION IN INTEREST OF BENEFICIARIES

6.3 TRUSTEE AS BENEFICIARY

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 Annuitants' 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.

<PAGE> 20

SECTION 7. CHARGES, FEES AND CONVERSION

7.1 PREMIUM TAXES

The Company may deduct Premium Taxes incurred from Purchase Payments received.

7.2 CONTRACT FEE

The Contract Fee deducted from the Guaranteed Interest Fund will not exceed the
sum of:

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:

- - the total Accumulation Value of the contract exceeds $25,000,
- - the Net Purchase Payment has not previously converted; and
- - 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:

- - the Net Purchase Payments converting divided by all Net Purchase Payments not
already converted; and
- - 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.
<PAGE> 21
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.

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:
- for maturity benefits, as of the Maturity Date.
- for withdrawals under Section 4.5, as of the effective date of the
withdrawal.
- 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:
- first, from the Withdrawal Charge Free Amount, if any;
- next, from the Class A Accumulation Value of the contract;
- 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
- last, from any remaining Accumulation Value of the contract.

<PAGE> 22

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.

8.2 TRANSFER OF OWNERSHIP

8.3 NAMING AND CHANGING A SUCCESSOR OWNER

8.4 COLLATERAL ASSIGNMENT

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 VOTING RIGHTS AND REPORTS TO OWNERS

- periodic reports relating to the Portfolio;
- proxy material;

<PAGE> 23

- a form with which to give voting instructions; and
- information regarding the proportion of shares of each Portfolio held
in the Separate Account corresponding either to the Accumulation Units
credited to this contract or the number of shares held in the Separate
Account representing the Company's actuarial liability under the
variable payment 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

9.4 DEFERMENT OF BENEFIT PAYMENTS

9.5 DIVIDENDS

<PAGE> 24

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

9.8 ENTIRE CONTRACT; CHANGES

All payments by the Company under this contract are payable at its Home Office.

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:

a. the Accumulation Value of the contract; and

<PAGE> 25

b. total Purchase Payments paid under the contract, less any
amounts withdrawn under Section 4.5; or

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:

- a variable payment plan;
- a fixed payment plan; or
- 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

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:

- on the date the election is received at the Home Office; or
- 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.

<PAGE> 26

SECTION 11. PAYMENT PLANS

11.1 DESCRIPTION OF PAYMENT PLANS

INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B)

LIFE INCOME PLANS

- 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.
- 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.
- OTHER SELECTIONS. The Company may offer other selections under the
Life Income Plans.
- 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.

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:

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.

<PAGE> 27

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.

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.

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:
- the fifth Valuation Date prior to the payment due date if the payment
due date is a Valuation Date; or
- 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.

<PAGE> 28

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.

11.6 WITHDRAWAL UNDER PAYMENT PLANS

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.

- on a Valuation Date after the close of trading on the New York Stock
Exchange; or
- on a day on which the New York Stock Exchange is closed.

11.7 NAMING AND CHANGING OF BENEFICIARIES UNDER PAYMENT PLANS

- the direct beneficiary was the Owner of the contract; or
- no contingent beneficiary or further payee of that share is living.

11.8 SUCCESSION IN INTEREST OF BENEFICIARIES UNDER PAYMENT PLANS

<PAGE> 29

DIRECT BENEFICIARY. Amounts payable under a payment plan will be payable to the
direct beneficiary.

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:

- - In equal shares to the further payees who survive and receive payment;
or
- - If no further payees survive and receive payment, to the estate of the
last to die of all beneficiaries.

<PAGE> 30

11.9 PAYMENT PLAN RATES

- the age on the birthday that is nearest to the date on which the
payment plan takes effect; plus
- 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 CONTRACT YEARS
ELAPSED AGE ADJUSTMENT ELAPSED AGE ADJUSTMENT
<S> <C> <C> <C>
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

</TABLE>

CURRENT FIXED PAYMENT PLAN RATES

- 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.

<PAGE> 31

PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS
FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN

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
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<CAPTION>
GUARANTEED FIXED PAYMENT PLANS
INSTALLMENT INCOME PLANS (OPTION B)
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- ------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C> <C>
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

</TABLE>

RR.V.A.FR. (032000)

<PAGE> 32

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)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
SINGLE LIFE MONTHLY PAYMENTS
----------------------------------------------------------------------------------
CHOSEN PERIOD (YEARS)
ADJUSTED -------------------- ------------------- --------------------
AGE* ZERO 10 20
-------------------- -------------------- ------------------- --------------------
<S> <C> <C> <C>
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
-------------------- -------------------- ------------------- --------------------
</TABLE>

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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>

*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.

<PAGE> 33

AMENDMENT OF CONTRACT TO QUALIFY AS ANNUITY

1. Required Distributions.

a. If any Owner dies on or after the annuity starting date and
before entire interest in this contract has been distributed,
the remaining portion of such interest shall be distributed at
least as rapidly as under the method of distribution being
used as of the date of the Owner's death.

b. If any Owner dies before the annuity starting date, the
entire interest in this contract shall be distributed within
five years after the Owner's death.

c. For purposes of paragraphs a and b, if any portion of the
Owner's interest in this contract is payable to or for the
benefit of a designated beneficiary and such designated
beneficiary timely elects to have such portion distributed
over a period not exceeding the life or life expectancy of
such designated beneficiary in distributions that begin within
one year of the Owner's death, such portion shall be treated
as distributed entirely on the date such distributions begin.

d. For purposes of paragraphs a and b, if any portion of the
Owner's interest in the contract is payable to or for the
benefit of a designated beneficiary who is the Owner's
surviving spouse, such spouse shall be treated as the Owner
and, absent a contrary designation by such spouse, as a
contingent annuitant with respect to such portion.

e. For purposes of paragraphs a. and b., if the Owner is not an
individual, the primary annuitant under the contract shall be
treated as the Owner, any change in the primary annuitant
shall be treated as the death of the Owner and any designation
of a beneficiary by the Owner shall be deemed to be a
designation of the same beneficiary by the primary annuitant.
The primary annuitant is the individual, the events in the
life of whom are of primary importance in affecting the timing
or amount of the payout under the contract.

<PAGE> 34

f. For purposes of this section, a "designated beneficiary" is
any individual designated by the Owner as a beneficiary,
including a co-owner or successor owner who succeeds to any
portion of a deceased owner's interest upon death.

g. For purposes of this section, "annuity starting date" is the
first day of the first period for which periodic annuity
payments are made under the contract.

2. Tax Qualification.

(signed)
SECRETARY
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

<PAGE> 35

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

FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT B

<PAGE> 36

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
- ----------------------------------------------------------------------------------------------------------------------
MALE ADJUSTED FEMALE
AGE* CHOSEN PERIOD (YEARS) ADJUSTED AGE* CHOSEN PERIOD (YEARS)
- ---------------- ------------------------------------------- ------------- -------------------------------------------
ZERO 10 20 ZERO 10 20
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ---------------- -------------- ------------- -------------- ------------- -------------- -------------- -------------
</TABLE>

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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
- ------------------ ------------ ------------- ------------ ------------ ------------- ------------ --------------
</TABLE>

*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.

<PAGE> 37

Exhibit B(4)(C)

ENHANCED DEATH BENEFIT

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

- THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
- THE ENHANCED DEATH BENEFIT.

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.

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:

- THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY;
OR
- 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

<PAGE> 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.

- ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
- ON A DAY ON WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED.

SECTION 5.3 DEATH BENEFIT IF PRIMARY ANNUITANT IS NOT AN OWNER

- THE ACCUMULATION VALUE OF THE CONTRACT ON THE EFFECTIVE DATE; OR
- 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.

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:

- THE ACCUMULATION VALUE OF THE CONTRACT ON THAT CONTRACT ANNIVERSARY;
OR
- THE ENHANCED DEATH BENEFIT ON THE MOST RECENT VALUATION DATE PRIOR TO
THAT CONTRACT ANNIVERSARY.

<PAGE> 39

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.

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.

- ON A VALUATION DATE AFTER THE CLOSE OF TRADING ON THE NEW YORK STOCK
EXCHANGE; OR
- 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

<PAGE> 40

Exhibit B(4)(d)

WAIVER OF WITHDRAWAL CHARGE

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:

- 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

- 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.

<PAGE> 41

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

<PAGE> 42
EXHIBIT B(5)

A APPLICATION FOR DEFERRED ANNUITY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 E. Wisconsin Avenue Milwaukee, Wisconsin 53202

Street Address City, State, Zip
| |
|____________________________________________|_____________________________

Country, if other than US Taxpayer ID Number E-mail Address
| | |
|_________________________________|____________________|___________________

[ ] PENSION & PROFIT SHARING:

</TABLE>

<PAGE> 43

- --------------------------------------------------------------------------------
4. OWNER
- --------------------------------------------------------------------------------

A minor owner limits future contract actions.
Select one:
<TABLE>
<S> <C> <C>
[ ] ANNUITANT } Go to section 5.
[ ] SEE ATTACHMENT

[ ] UGMA/UTMA - custodian is owner for the benefit of minor
[ ] CORPORATION OR TRUST } Enter information below.
[ ] OTHER
</TABLE>

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
| |
|__________________|______________________________________________________

[ ] SEE ATTACHMENT - Go to section 6.

DIRECT BENEFICIARY: [ ] OWNER [ ] OTHER - Enter information below:

Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______

CONTINGENT BENEFICIARY:

Name Taxpayer ID Number (Optional) Relationship %
| | | |
|________________|_______________________________|_________________|______

[ ] And all (other) children of the Annuitant.

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.

<PAGE> 44
VARIABLE ANNUITY SECTION
- --------------------------------------------------------------------------------
V1. TYPE
- --------------------------------------------------------------------------------
[ ] BACK-END DESIGN [ ] FRONT-END DESIGN - Minimum initial purchase payment
$10,000.

[ ] 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.

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

<PAGE> 45
- --------------------------------------------------------------------------------
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

[ ] 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

<PAGE> 46
| |
| |
Attach Voided Check

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
| |
| |
______________________________________________________________________________

X
__________________________________________________________
Signature of Bank Account Owner

[ ] MULTIPLE CONTRACT BILL (MCB)

Amount MCB Number MCB Payer Name
| | |
|$ | |
______________________________________________________________________________
<PAGE> 47
- --------------------------------------------------------------------------------
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:

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.

[ ] Trustee [ ] Employer

x
________________________________________________
Signature of Licensed Agent

Date Signed at: City County State
| | | |
| | | |
____________ _______________________________________ __________________________ ________
</TABLE>

<PAGE> 48

- --------------------------------------------------------------------------------
F2. PAYMENT
- --------------------------------------------------------------------------------
METHOD OF PAYMENT

Select all that apply:

Amount
|
[ ]CHECK ATTACHED |$ ________________

Estimated Amount
|
[ ]CHECK COMING FROM ANOTHER INSTITUTION |$ __________________

IRA INFORMATION

[ ] 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:

[ ]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
<PAGE> 49
- --------------------------------------------------------------------------------
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:

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_______________________________________________
Signature of Licensed Agent

Date Signed at: City County State
| | | |
| | | |
___________________________________________________________________________________________________________________________
</TABLE>
<PAGE> 50
- --------------------------------------------------------------------------------
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:

3. Was any part of this application translated?

[ ] YES, PLEASE EXPLAIN: [ ] NO

- --------------------------------------------------------------------------------
CERTIFICATION
- --------------------------------------------------------------------------------

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
|
|
|
|_________________________________________

<PAGE> 51
- --------------------------------------------------------------------------------
DEMOGRAPHICS
- --------------------------------------------------------------------------------
ANNUITANT'S EDUCATION

[ ] Some Education [ ] High School [ ] Associate Degree [ ] Some College
[ ] Bachelors [ ] Masters [ ] Attorney at Law [ ] Doctorate

NUMBER OF CHILDREN

Number
| [ ] None
|
|_________

- --------------------------------------------------------------------------------
CONTRACT DELIVERY INSTRUCTIONS
- --------------------------------------------------------------------------------

Deliver contract package to the servicing agent at the: [ ] GA office
[ ] DA office
[ ] Agent's own office

| | | | |
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</TABLE>
*Commissions are payable only to Registered Representatives of Northwestern
Mutual Investment Services, LLC.

General Agent's Number General Agent's Stamp
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<PAGE> 52

ALL CHECKS SHOULD BE PAYABLE TO NORTHWESTERN MUTUAL LIFE. DO NOT MAKE THE CHECK
PAYABLE TO THE AGENT OR LEAVE THE PAYEE BLANK.

No agent is authorized to make or alter contracts or to waive any of the
Company's rights or requirements.