NML VARIABLE ANNUITY ACCOUNT A, N-4, 1997-02-27

NML VARIABLE ANNUITY ACCOUNT A
N-4, 1997-02-27

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<PAGE>

Registration No.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 /X/

Pre-Effective Amendment No. / /

Post-Effective Amendment No. / /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / /

Amendment No. / /

(Check appropriate box or boxes.)

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

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
(Name of Depositor)

720 East 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, Senior Vice President, General Counsel and Secretary
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate date of proposed public offering: When the
Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price per Offering Registration
Registered Registered Unit Price Fee
- --------------------------------------------------------------------------------
Variable Annuity See Note 1 See Note 1 $25,000,000 $7,575.76
Contracts
- --------------------------------------------------------------------------------

1. These contracts are not issued in predetermined amounts or units.

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

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Earlier Registration Statement to which the Combined Prospectus Relates:
Registration No. 33-58476
<PAGE>

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

CROSS-REFERENCE SHEET

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

1 . . . . . . . . . . . . . . Cover Page
2 . . . . . . . . . . . . . . Index of Special Terms
3 . . . . . . . . . . . . . . Synopsis, The Contracts, The Fund,
Deductions and Charges, Right to Examine
Deferred Contract, Penalty Tax on
Premature Payments, Expense Table
4 . . . . . . . . . . . . . . Accumulation Unit Values, Financial
Statements
5 . . . . . . . . . . . . . . The Company, NML Variable Annuity Account
A, The Fund
6 . . . . . . . . . . . . . . Deductions, Distribution of the Contracts
7 . . . . . . . . . . . . . . The Contracts, Owners of the Contracts,
Application of Purchase Payments,
Transfers Between Divisions and Payment
Plans, Substitution and Change
8 . . . . . . . . . . . . . . Variable Payment Plans, Description of
Payment Plans, Amount of Annuity Payments,
Maturity Benefit, Assumed Investment Rate,
Transfers Between Divisions and Payment
Plans
9 . . . . . . . . . . . . . . Death Benefit
10 . . . . . . . . . . . . . . Amount and Frequency, Application of
Purchase Payments, Net Investment Factor,
Distribution of the Contracts
11 . . . . . . . . . . . . . . Withdrawal Amount, Deferment of Benefit
Payments, Right to Examine Contract
12 . . . . . . . . . . . . . . Federal Income Taxes
13 . . . . . . . . . . . . . . Not Applicable
14 . . . . . . . . . . . . . . Table of Contents for Statement of
Additional Information
- --------------------------------------------------------------------------------

N-4, Part B Heading in Statement
Item of Additional Information
- ----------- -------------------------

15 . . . . . . . . . . . . . . Cover Page
16 . . . . . . . . . . . . . . Table of Contents
17 . . . . . . . . . . . . . . Not Applicable
18 . . . . . . . . . . . . . . Experts
19 . . . . . . . . . . . . . . Not Applicable
20 . . . . . . . . . . . . . . Distribution of the Contracts
21 . . . . . . . . . . . . . . Not Applicable
22 . . . . . . . . . . . . . . Determination of Annuity Payments
23 . . . . . . . . . . . . . . Financial Statements
<PAGE>

April 30, 1997

[LOGO]

The Quiet Company-Registered Trademark-

NML VARIABLE ANNUITY ACCOUNT A
Individual Variable Annuity Contracts for
Retirement Plans of Self-Employed Persons
and Their Employees

(PHOTO)

PROSPECTUS

Northwestern Mutual
Series Fund, Inc.

The Northwestern Mutual
Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-1444

<PAGE>

P R O S P E C T U S

NML VARIABLE ANNUITY ACCOUNT A

This prospectus describes individual variable annuity contracts (the
"Contracts") offered by The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life") to provide retirement annuity benefits for
self-employed individuals (and their eligible employees) who adopt plans meeting
the requirements of Sections 401 or 403(a) of the Internal Revenue Code of 1986,
as amended (the "Code"). Such plans, which are popularly called "HR-10 Plans",
afford certain federal income tax benefits to employers and to employees and
their beneficiaries.

The Contracts contemplate periodic purchase payments until a selected
maturity date--usually retirement--after which the benefits under the Contracts
become payable. Purchase payments which are to be accumulated on a variable
basis or applied to provide variable benefits are credited by Northwestern
Mutual Life to NML Variable Annuity Account A (the "Account") and allocated
among one or more of the nine Divisions of the Account as directed by the
individual Contract owners. The Contracts also permit accumulation of funds on
a fixed basis, at rates of interest declared periodically by Northwestern Mutual
Life. This prospectus describes only the Account and the variable provisions of
the Contracts except where there are specific references to the fixed
provisions.

The assets of the Account are maintained separately from Northwestern
Mutual Life's general assets. Assets of each Division of the Account are
invested entirely in shares of a corresponding Portfolio of Northwestern Mutual
Series Fund, Inc. (the "Fund"). The Fund is currently comprised of the Index
500 Stock, Select Bond, Money Market, Balanced, Growth and Income Stock, Growth
Stock, Aggressive Growth Stock, High Yield Bond and International Equity
Portfolios.

The value of interests in each Division before annuity benefits become
payable will vary continuously to reflect the investment performance of the
Portfolio selected by the Contract owner. When annuity benefits become payable
the Contracts provide lifetime annuity payments or other annuity payment plans
on either a variable or fixed basis. If a variable payment plan is selected the
annuity payments will continue to increase or decrease to reflect the investment
experience of the Portfolios for the Divisions to which Contract values have
been allocated. If a fixed payment plan is selected the amount of annuity
payments will remain fixed, except as they may be increased by dividends.

Two versions of the Contracts are offered: Front Load Contracts and Back
Load Contracts. (See "Expense Table", p. 2, and "Deductions", p. 14.)

This prospectus sets forth concisely the information about the Contracts
that a prospective investor ought to know before investing. Additional
information about the Contracts and the Account 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 written or oral request and without charge from
The Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue,
Milwaukee, Wisconsin, 53202, Telephone Number (414) 271-1444. The table of
contents for the Statement of Additional Information is shown on page 17 of this
prospectus.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS
FOR NORTHWESTERN MUTUAL SERIES FUND, INC. WHICH IS ATTACHED HERETO, AND
SHOULD BE RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

The Date of the Statement of Additional Information is April 30, 1997

<PAGE>

INDEX OF SPECIAL TERMS

The following special terms used in this prospectus are discussed at the pages
indicated.

TERM PAGE TERM PAGE
ACCUMULATION UNIT................. 9 ANNUITANT.................... 11
ANNUITY (or ANNUITY PAYMENTS)..... 10 MATURITY DATE................ 10
NET INVESTMENT FACTOR............. 9 OWNER........................ 11
PAYMENT PLANS..................... 10 WITHDRAWAL AMOUNT............ 10

SYNOPSIS

THE CONTRACTS The Contracts are individual variable annuity contracts offered
to provide retirement annuity benefits for self-employed individuals (and their
eligible employees). The Contracts provide for accumulation of funds on a
variable or fixed or combination basis until a selected maturity date -- usually
retirement -- and payment of annuity benefits on either a variable or fixed
basis. (See "Description of Payment Plans", p. 10.) Two versions of the
Contracts are offered: Front Load Contracts and Back Load Contracts. See the
Expense Table below, and "Deductions", p. 14.

THE FUND The Account is comprised of nine Divisions which invest in the
corresponding Portfolios of Northwestern Mutual Series Fund, Inc. For more
information regarding the Fund and its Portfolios, including information about
their investment objectives and expenses, see "The Fund", p. 8 and the attached
Fund Prospectus.

DEDUCTIONS AND CHARGES For the Front Load Contract there is a maximum sales
load of 4% of purchase payments, reduced when cumulative purchase payments
exceed $100,000. For the Back Load Contract there is no deduction from purchase
payments for sales expenses, but a withdrawal charge of 0%-8% applies, depending
on the length of time funds have been held under the Contract and the Contract
size. The assets of the Account bear a charge for mortality and expense risks
assumed by Northwestern Mutual Life under the Contract. This charge is at the
annual rate of .40% for the Front Load Contract and 1.25% for the Back Load
Contract. In addition, the annual Contract fee is $30.00. For more information
about these and other expenses, see the Expense Table below and "Deductions", p.
14. Expenses of the Fund are described in the attached Prospectus for the Fund.

RIGHT TO EXAMINE DEFERRED CONTRACT During the 10 days following the delivery of
a Contract the Owner may return it to Northwestern Mutual Life, by mail or in
person, if for any reason the Owner has changed his mind. On return of the
Contract, Northwestern Mutual Life will pay to the Owner the value of
Accumulation Units credited to the Contract determined as of the valuation next
following receipt of a written request at the Home Office of Northwestern Mutual
Life.

PENALTY TAX ON PREMATURE PAYMENTS Premature payment of benefits under an
annuity contract may cause a penalty tax to be incurred. (See "Taxation of
Contract Benefits", p. 13.)

EXPENSE TABLE

FRONT LOAD CONTRACT
TRANSACTION EXPENSES FOR CONTRACTOWNERS
Maximum Sales Load (as a percentage
of purchase payments) . . . . . . . . . . . . . .4%
Withdrawal Charge . . . . . . . . . . . . . . . .None

ANNUAL EXPENSES OF THE ACCOUNT
(AS A PERCENTAGE OF ASSETS)
Mortality Rate and Expense Guarantee
Charge . . . . . . . . . . . . . . . . . . . . . .40%

ANNUAL CONTRACT FEE
$30; waived if the Contract Value equals or exceeds
$50,000

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

BACK LOAD CONTRACT
TRANSACTION EXPENSES FOR CONTRACTOWNERS
Sales Load (as a percentage of purchase
payments) . . . . . . . . . . . . . . . . . . . .None
Withdrawal Charge for Sales Expenses
(as a percentage of amounts paid) . . . . . . . .0%-8%

ANNUAL EXPENSES OF THE ACCOUNT
(AS A PERCENTAGE OF ASSETS)
Mortality Rate and Expense Guarantee
Charge . . . . . . . . . . . . . . . . . . . . . 1.25%

ANNUAL CONTRACT FEE
$30; waived if the Contract Value equals or exceeds
$50,000

<PAGE>

ANNUAL EXPENSES OF THE PORTFOLIOS
(AS A PERCENTAGE OF THE ASSETS)
<TABLE>
<CAPTION>

Total Annual
Management Fees Custody Fees Other Expenses Expenses
--------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Index 500 Stock .20% .00% .01% .21%
Select Bond .30% .00% .00% .30%
Money Market .30% .00% .00% .30%
Balanced .30% .00% .00% .30%
Growth and Income Stock .61% .00% .01% .62%
Growth Stock .52% .00% .05% .57%
Aggressive Growth Stock .53% .00% .01% .54%
High Yield Bond .57% .00% .03% .60%
International Equity .67% .11% .03% .81%

</TABLE>

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

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Index 500 Stock $46 $63 $ 81 $134
Select Bond $47 $66 $ 86 $144
Money Market $47 $66 $ 86 $144
Balanced $47 $66 $ 86 $144
Growth and Income Stock $50 $75 $102 $180
Growth Stock $50 $74 $100 $174
Aggressive Growth Stock $49 $73 $ 98 $171
High Yield Bond $50 $75 $101 $177
International Equity $52 $81 $112 $200

</TABLE>

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.

EXAMPLE
BACK LOAD CONTRACT - You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2) surrender at the end of each
time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Index 500 Stock $ 95 $110 $128 $194
Select Bond $ 96 $113 $133 $204
Money Market $ 96 $113 $133 $204
Balanced $ 96 $113 $133 $204
Growth and Income Stock $ 99 $123 $149 $238
Growth Stock $ 98 $121 $147 $233
Aggressive Growth Stock $ 98 $120 $145 $230
High Yield Bond $ 99 $122 $148 $236
International Equity $101 $129 $159 $257

</TABLE>

You would pay the following expenses on the same $1,000 investment, assuming NO
SURRENDER OR ANNUITIZATION:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
<S> <C> <C> <C> <C>
Index 500 Stock $15 $50 $ 88 $194
Select Bond $16 $53 $ 93 $204
Money Market $16 $53 $ 93 $204
Balanced $16 $53 $ 93 $204
Growth and Income Stock $19 $63 $109 $238
Growth Stock $18 $61 $107 $233
Aggressive Growth Stock $18 $60 $105 $230
High Yield Bond $19 $62 $108 $236
International Equity $21 $69 $119 $257

</TABLE>

<PAGE>

The purpose of the table above is to assist a Contract Owner in
understanding the expenses paid by the Account and the Portfolios 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
withdrawal charge depends on the length of time funds have been held under the
Contract and the amounts held. The $30 annual Contract fee is reflected as .2%
of the assets based on an average Contract size of $15,000. The Contracts
provide for charges for transfers between the Divisions of the Account and for
premium taxes, but no such charges are currently being made. See "Transfers
Between Divisions and Payment Plans", p. 11 and "Deductions", p. 14, for
additional information about expenses for the Contracts. The expenses shown in
the table for the Portfolios show the annual expenses for each of the
Portfolios, as a percentage of the average net assets of the Portfolio, based on
1996 operations for the Portfolios and their predecessors. For additional
information about expenses of the Portfolios, see the prospectus for the Fund
attached hereto. 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 of
the nine Divisions of the Account for the Contracts, including Contracts issued
prior to the date of this prospectus. The Contracts issued prior to March 31,
1995 are different in certain material respects from Contracts offered
currently, but the values shown below for Contracts issued after December 16,
1981 and prior to March 31, 1995 are calculated on the same basis as those for
the Back Load Contracts described in this prospectus. The Front Load Contracts
described in this prospectus have a lower mortality rate and expense guarantee
charge than any of the Contracts issued prior to March 31, 1995.

<PAGE>

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED ON OR AFTER MARCH 31, 1995
- --------------------------------------------------------------------------------

FOR THE NINE
FOR THE YEAR ENDED MONTHS ENDED
DECEMBER 31, 1996 DECEMBER 31, 1995
------------------ -----------------
Index 500 Stock Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.249 $1.00
End of Period $1.527 $1.249
Back Load Version
Beginning of Period $1.991 $1.604
End of Period $2.414 $1.991

Number of Accumulation Units
Outstanding, End of Period
Front Load 454,096 278,235
Back Load 1,970,961 471,752

Select Bond Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.129 $1.00
End of Period $1.161 $1.129
Back Load Version
Beginning of Period $6.078 $5.419
End of Period $6.201 $6.078

Number of Accumulation Units
Outstanding, End of Period
Front Load 38,713 26,732
Back Load 182,907 50,828

Money Market Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.040 $1.00
End of Period $1.091 $1.040
Back Load Version
Beginning of Period $2.156 $2.086
End of Period $2.241 $2.156

Number of Accumulation Units
Outstanding, End of Period
Front Load 1,843,605 327,441
Back Load 1,123,081 379,473

Balanced Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.181 $1.00
End of Period $1.334 $1.181
Back Load Version
Beginning of Period $4.290 $3.655
End of Period $4.806 $4.290

Number of Accumulation Units
Outstanding, End of Period
Front Load 786,271 164,302
Back Load 1,347,427 372,457

Growth and Income Stock Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.197 $1.00
End of Period $1.430 $1.197
Back Load Version
Beginning of Period $1.287 $1.083
End of Period $1.525 $1.287

Number of Accumulation Units
Outstanding, End of Period
Front Load 208,323 114,414
Back Load 1,215,721 310,321

FOR THE NINE
FOR THE YEAR ENDED MONTHS ENDED
DECEMBER 31, 1996 DECEMBER 31, 1995
------------------ -----------------
Growth Stock Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.209 $1.00
End of Period $1.456 $1.209
Back Load Version
Beginning of Period $1.300 $1.082
End of Period $1.552 $1.300

Number of Accumulation Units
Outstanding, End of Period
Front Load 257,158 103,292
Back Load 922,390 227,218

Aggressive Growth Stock Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.305 $1.00
End of Period $1.530 $1.305
Back Load Version
Beginning of Period $2.743 $2.115
End of Period $3.188 $2.743

Number of Accumulation Units
Outstanding, End of Period 568,732
Front Load 1,734,023 255,895
Back Load 407,729

High Yield Bond Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.112 $1.00
End of Period $1.326 $1.112
Back Load Version
Beginning of Period $1.178 $1.067
End of Period $1.394 $1.178

Number of Accumulation Units
Outstanding, End of Period
Front Load 55,625 --
Back Load 572,121 138,470

International Equity Division
Accumulation Unit Value:
Front Load Version
Beginning of Period $1.140 $1.00
End of Period $1.374 $1.140
Back Load Version
Beginning of Period $1.380 $1.218
End of Period $1.649 $1.380

Number of Accumulation Units
Outstanding, End of Period 286,469
Front Load 1,281,128 32,573
Back Load 374,986

<PAGE>

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED AFTER DECEMBER 16, 1981 AND PRIOR TO MARCH 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

FOR THE YEARS ENDED DECEMBER 31
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Index 500 Stock Division
Accumulation Unit Value:
Beginning of Period* $1.991 $1.469 $1.470 $1.356 $1.280
End of Period $2.414 $1.991 $1.469 $1.470 $1.356

Number of Accumulation Units
Outstanding, End of Period 20,092,060 18,961,291 17,624,809 16,051,619 4,774,008

Select Bond Division
Accumulation Unit Value:
Beginning of Period $6.078 $5.167 $5.384 $4.941 $4.677
End of Period $6.201 $6.078 $5.167 $5.384 $4.941

Number of Accumulation Units
Outstanding, End of Period 2,691,481 2,778,441 2,923,557 2,937,137 2,667,880

Money Market Division
Accumulation Unit Value:
Beginning of Period $2.156 $2.063 $2.007 $1.976 $1.936
End of Period $2.241 $2.156 $2.063 $2.007 $1.976

Number of Accumulation Units
Outstanding, End of Period 7,029,739 7,896,022 8,608,326 7,614,186 8,478,941

Balanced Division
Accumulation Unit Value:
Beginning of Period $4.290 $3.436 $3.480 $3.216 $3.092
End of Period $4.806 $4.290 $3.436 $3.480 $3.216

Number of Accumulation Units
Outstanding, End of Period 48,457,793 52,575,295 59,200,252 63,940,609 62,756,051

Growth and Income Stock Division
Accumulation Unit Value:
Beginning of Period** $1.287 $0.994 $1.000 -- --
End of Period $1.525 $1.287 $0.994 -- --

Number of Accumulation Units
Outstanding, End of Period 7,054,484 5,605,215 3,129,287 -- --

Growth Stock Division
Accumulation Unit Value:
Beginning of Period** $1.300 $1.006 $1.000 -- --
End of Period $1.552 $1.300 $1.006 -- --

Number of Accumulation Units
Outstanding, End of Period 4,845,965 2,970,905 1,311,686 -- --

Aggressive Growth Stock Division
Accumulation Unit Value:
Beginning of Period* $2.743 $1.994 $1.915 $1.628 $1.556
End of Period $3.188 $2.743 $1.994 $1.915 $1.628

Number of Accumulation Units
Outstanding, End of Period 21,479,837 19,083,707 17,290,856 11,319,698 7,939,571

High Yield Bond Division
Accumulation Unit Value:
Beginning of Period** $1.178 $1.022 $1.000 -- --
End of Period $1.394 $1.178 $1.022 -- --

Number of Accumulation Units
Outstanding, End of Period 2,456,295 1,609,770 1,215,989 -- --

International Equity Division
Accumulation Unit Value:
Beginning of Period*** $1.380 $1.220 $1.236 $1.000 --
End of Period $1.649 $1.380 $1.220 $1.236 --

Number of Accumulation Units
Outstanding, End of Period 22,132,206 21,338,267 21,538,113 8,548,091 --

1991 1990 1989 1988 1987
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Index 500 Stock Division
Accumulation Unit Value:
Beginning of Period* $1.000 $1.000 -- -- --
End of Period $1.280 $1.000 -- -- --

Number of Accumulation Units
Outstanding, End of Period 2,593,051 30,451 -- -- --

Select Bond Division
Accumulation Unit Value:
Beginning of Period $4.052 $3.787 $3.368 $3.144 $3.214
End of Period $4.677 $4.052 $3.787 $3.368 $3.144

Number of Accumulation Units
Outstanding, End of Period 2,087,901 1,970,476 2,102,874 1,106,292 923,256

Money Market Division
Accumulation Unit Value:
Beginning of Period $1.855 $1.739 $1.615 $1.526 $1.454
End of Period $1.936 $1.855 $1.739 $1.615 $1.526

Number of Accumulation Units
Outstanding, End of Period 9,098,558 10,506,714 8,094,998 7,909,585 5,326,926

Balanced Division
Accumulation Unit Value:
Beginning of Period $2.526 $2.531 $2.217 $2.060 $1.978
End of Period $3.092 $2.526 $2.531 $2.217 $2.060

Number of Accumulation Units
Outstanding, End of Period 59,013,262 58,632,612 59,790,768 56,485,511 49,472,803

Growth and Income Stock Division
Accumulation Unit Value:
Beginning of Period** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

Growth Stock Division
Accumulation Unit Value:
Beginning of Period** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

Aggressive Growth Stock Division
Accumulation Unit Value:
Beginning of Period* $1.010 $1.000 -- -- --
End of Period $1.556 $1.010 -- -- --

Number of Accumulation Units
Outstanding, End of Period 3,208,965 81,406 -- -- --

High Yield Bond Division
Accumulation Unit Value:
Beginning of Period** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

International Equity Division
Accumulation Unit Value:
Beginning of Period*** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

</TABLE>

* The initial investments in Index 500 Stock Division and the Aggressive
Growth Stock Division were made on December 12, 1990.
** The initial investments in the Growth and Income Stock Division, Growth
Stock Division and High Yield Bond Division were made on May 3, 1994.
*** The initial investment in the International Equity Division was made on
April 30, 1993.

<PAGE>

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981
- --------------------------------------------------------------------------------

FOR THE YEARS ENDED DECEMBER 31
-----------------------------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Index 500 Stock Division
Accumulation Unit Value:
Beginning of Period* $2.042 $1.499 $1.492 $1.370 $1.287
End of Period $2.488 $2.042 $1.499 $1.492 $1.370

Number of Accumulation Units
Outstanding, End of Period 9,600,286 10,111,615 10,735,943 12,320,684 242,871

Select Bond Division
Accumulation Unit Value:
Beginning of Period $6.520 $5.515 $5.719 $5.222 $4.918
End of Period $6.685 $6.520 $5.515 $5.719 $5.222

Number of Accumulation Units
Outstanding, End of Period 1,215,131 1,172,420 1,266,751 1,389,667 1,411,347

Money Market Division
Accumulation Unit Value:
Beginning of Period $2.312 $2.201 $2.131 $2.088 $2.035
End of Period $2.416 $2.312 $2.201 $2.131 $2.088

Number of Accumulation Units
Outstanding, End of Period 1,103,625 1,264,988 1,020,911 788,050 1,231,018

Balanced Division
Accumulation Unit Value:
Beginning of Period $4.601 $3.667 $3.695 $3.398 $3.250
End of Period $5.180 $4.601 $3.667 $3.695 $3.398

Number of Accumulation Units
Outstanding, End of Period 4,743,812 5,651,599 6,525,821 7,060,303 8,324,438

Growth and Income Stock Division
Accumulation Unit Value:
Beginning of Period** $1.298 $0.997 -- -- --
End of Period $1.546 $1.298 -- -- --

Number of Accumulation Units
Outstanding, End of Period 69,566 9,498 -- -- --

Growth Stock Division
Accumulation Unit Value:
Beginning of Period** $1.311 $1.009 -- -- --
End of Period $1.573 $1.311 -- -- --

Number of Accumulation Units
Outstanding, End of Period 118,168 1,782 -- -- --

Aggressive Growth Stock Division
Accumulation Unit Value:
Beginning of Period* $2.813 $2.035 $1.945 $1.645 $1.564
End of Period $3.286 $2.813 $2.035 $1.945 $1.645

Number of Accumulation Units
Outstanding, End of Period 890,850 861,229 805,409 602,390 459,581

High Yield Bond Division
Accumulation Unit Value:
Beginning of Period** $1.188 $1.025 -- -- --
End of Period $1.412 $1.188 -- -- --

Number of Accumulation Units
Outstanding, End of Period 428,588 -- -- -- --

International Equity Division
Accumulation Unit Value:
Beginning of Period*** $1.398 $1.230 $1.240 $1.000 --
End of Period $1.680 $1.398 $1.230 $1.240 --

Number of Accumulation Units
Outstanding, End of Period 1,332,812 1,166,796 1,529,309 912,421 --

Number of Accumulation Units
Outstanding, End of Period 33,349 13,511 -- -- --

Select Bond Division
Accumulation Unit Value:
Beginning of Period $4.239 $3.943 $3.488 $3.241 $3.296
End of Period $4.918 $4.239 $3.943 $3.488 $3.241

Number of Accumulation Units
Outstanding, End of Period 1,590,698 1,590,884 1,854,807 1,879,354 2,070,201

Money Market Division
Accumulation Unit Value:
Beginning of Period $1.940 $1.810 $1.673 $1.573 $1.491
End of Period $2.035 $1.940 $1.810 $1.673 $1.573

Number of Accumulation Units
Outstanding, End of Period 1,393,920 2,143,153 1,590,479 1,832,118 1,594,403

Balanced Division
Accumulation Unit Value:
Beginning of Period $2.642 $2.635 $2.296 $2.123 $2.028
End of Period $3.250 $2.642 $2.635 $2.296 $2.123

Number of Accumulation Units
Outstanding, End of Period 8,795,056 9,637,964 11,002,773 11,609,029 12,552,456

Growth and Income Stock Division
Accumulation Unit Value:
Beginning of Period** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

Growth Stock Division
Accumulation Unit Value:
Beginning of Period** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

Aggressive Growth Stock Division
Accumulation Unit Value:
Beginning of Period* $1.010 $1.000 -- -- --
End of Period $1.564 $1.010 -- -- --

Number of Accumulation Units
Outstanding, End of Period 262,149 9,478 -- -- --

High Yield Bond Division
Accumulation Unit Value:
Beginning of Period** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

International Equity Division
Accumulation Unit Value:
Beginning of Period*** -- -- -- -- --
End of Period -- -- -- -- --

Number of Accumulation Units
Outstanding, End of Period -- -- -- -- --

</TABLE>

* The initial investments in the Index 500 Stock Division and Aggressive
Growth Stock Division were made on December 12, 1990.
** The initial investments in the Growth and Income Stock Division, Growth
Stock Division and High Yield Bond Division were made on May 3, 1994.
*** The initial investment in the International Equity Division was made on
April 30, 1993.

<PAGE>

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 sixth largest life
insurance company, based on total assets in excess of $63 billion on
December 31, 1996, 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.

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

The Account was established on February 14, 1968 by the Board of Trustees
of Northwestern Mutual Life in accordance with the provisions of the Wisconsin
insurance law to facilitate the issuance of the Contracts.

The Account has nine Divisions. Considerations paid to Northwestern Mutual
Life to provide variable benefits under the Contracts are allocated to one or
more of the Divisions as directed by the Owner of the Contract. Assets allocated
to the Index 500 Stock, Select Bond, Money Market, Balanced, Growth and Income
Stock, Growth Stock, Aggressive Growth Stock, High Yield Bond and International
Equity Divisions are simultaneously invested in shares of the corresponding
Portfolios of Northwestern Mutual Series Fund, Inc.

Under Wisconsin law, the income, gains or losses, realized or unrealized,
of the Account are credited to or charged against the Account in accordance with
the Contracts, without regard to other income, gains or losses of Northwestern
Mutual Life. The assets of the Account are owned by Northwestern Mutual Life and
it is not a trustee with respect thereto. However, such assets are not
chargeable with any liabilities arising out of any other separate account or
other business of Northwestern Mutual Life. All obligations arising under the
Contracts are general obligations of Northwestern Mutual Life. Shares of the
Fund held in the Account will be voted in the discretion of Northwestern Mutual
Life.
- --------------------------------------------------------------------------------

THE FUND

Northwestern Mutual Series Fund, Inc. is a mutual fund of the series type
registered under the Investment Company Act of 1940 as an open-end diversified
management investment company. The Fund is composed of nine separate portfolios
which operate as separate mutual funds. The portfolios are the Index 500 Stock
Portfolio, the Select Bond Portfolio, the Money Market Portfolio, the Balanced
Portfolio, the Growth and Income Stock Portfolio, the Growth Stock Portfolio,
the Aggressive Growth Stock Portfolio, the High Yield Bond Portfolio and the
International Equity Portfolio. Shares of each Portfolio of the Fund will be
purchased by the corresponding Division of the Account at net asset value, that
is, without any sales charge.

Northwestern Mutual Investment Services, Inc. ("NMIS"), a wholly-owned
subsidiary of Northwestern Mutual Life, is the investment adviser to the Fund.
Northwestern Mutual Life provides certain personnel and facilities utilized by
NMIS in performing its investment advisory functions, and Northwestern Mutual
Life is a party to the investment advisory agreement. J.P. Morgan Investment
Management, Inc. and Templeton Investment Counsel, Inc. have been retained under
investment sub-advisory agreements to provide investment advice to the Growth
and Income Stock Portfolio and the International Equity Portfolio, respectively.

FOR MORE INFORMATION REGARDING THE FUND AND ITS PORTFOLIOS, INCLUDING
INFORMATION ABOUT THEIR INVESTMENT OBJECTIVES AND EXPENSES, SEE THE PROSPECTUS
FOR THE FUND ATTACHED HERETO. AN INVESTOR SHOULD READ THE FUND'S PROSPECTUS
CAREFULLY BEFORE INVESTING IN THE CONTRACTS.
- --------------------------------------------------------------------------------

THE CONTRACTS

PURCHASE PAYMENTS UNDER THE CONTRACTS

AMOUNT AND FREQUENCY Purchase payments may be paid monthly, quarterly,
semiannually, annually or on any other frequency acceptable to Northwestern
Mutual Life.

For Back Load Contracts the minimum amount for each purchase payment is
$25. Northwestern Mutual Life 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 the consent of Northwestern Mutual Life. For Front
Load Contracts the minimum initial purchase payment is $10,000. The minimum
amount for each subsequent purchase payment is $25 for all Contracts.

<PAGE>

Purchase payments may not exceed the applicable limits of the Code. See
"Federal Income Taxes", p. 13.

APPLICATION OF PURCHASE PAYMENTS Net purchase payments, after deduction of any
sales load, are credited by Northwestern Mutual Life to the Account and
allocated to one or more Divisions in accordance with the direction of the
Owner. Assets allocated to each Division will thereupon be invested in shares of
the Portfolio which corresponds to that Division.

Purchase payments are applied to provide "Accumulation Units" in one or
more Divisions. Accumulation Units represent the interest of an Owner in the
Account. The number of Accumulation Units provided by 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
valuation of the assets of the Division next following receipt of the purchase
payment at the Home Office of Northwestern Mutual Life. Receipt of purchase
payments at a lockbox facility designated by Northwestern Mutual Life will be
considered the same as receipt at the Home Office. Assets are valued 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 an Owner's 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 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 of the Fund), and is
determined by multiplying the value on the immediately preceding valuation date
by the net investment factor for the Division. (See "Net Investment Factor",
below.) Since the Owner bears the investment risk, there is no guarantee as to
the aggregate value of Accumulation Units; such value may be less than, equal to
or more than the cumulative net purchase payments.

All or part of a purchase payment may be directed to the Guaranteed
Interest Fund and invested on a fixed basis. See "The Guaranteed Interest
Fund", p. 13.

NET INVESTMENT FACTOR

For each Division the net investment factor for any period ending on a
valuation date is 1.000000 plus the net investment rate for the Division for
that period. Under the Contract the net investment rate is related to the assets
of the Division. However, since all amounts are simultaneously invested in
shares of the corresponding Portfolio 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.

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 assumed by Northwestern Mutual Life. (See
"Deductions", p. 14.) 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, tax deferred annuities and nonqualified deferred
annuities. Payments which are exempt from the penalty tax include payments upon
disability, after age 59-1/2 or as substantially equal periodic payments for
life.

Investment income and realized capital gains will be received in the form
of dividend and capital gain distributions upon Portfolio shares held by each
Division; such distributions will be reinvested in additional shares of the same
Portfolio. 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,
all of these benefits may be paid in a lump sum or under the payment plans
described below.

<PAGE>

WITHDRAWAL AMOUNT On or prior to the maturity date the Owner is entitled to
withdraw the Accumulation Units credited to his Contract and receive the value
thereof less the applicable withdrawal charge. (See "Withdrawal Charge", p. 15.)
The value, which may be either greater or less than the amount paid by the
Owner, is determined as of the valuation date coincident with or next following
receipt by Northwestern Mutual Life of a written request for withdrawal on a
form provided by Northwestern Mutual Life. The forms are available from the Home
Office and agents of Northwestern Mutual Life. A portion of the Accumulation
Units may be withdrawn on the same basis, except Northwestern Mutual Life will
not grant a partial withdrawal which would result in less than 100 Accumulation
Units remaining; a request for such a partial withdrawal will be treated as a
request to surrender the entire Contract. Amounts distributed to an Annuitant
upon withdrawal of all or a portion of Accumulation Units may be subject to
federal income tax. (See "Federal Income Taxes", p. 13.) A 10% penalty tax may
be imposed on the taxable portion of premature payments of benefits (prior to
age 59-1/2 or disability) unless payments are made after the employee separates
from service and payments are either paid in substantially equal installments
over the life or life expectancy of the employee or are paid on account of early
retirement after age 55.

If annuity payments are being made under Payment Plan 1 the payee may
surrender the Contract and receive the value of the Annuity Units credited to
his Contract, less the applicable withdrawal charge. (See "Withdrawal Charge",
p. 15.) 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", below.)

DEATH BENEFIT Upon the death of the Annuitant prior to the maturity date,
Northwestern Mutual Life will pay to the direct beneficiary a death benefit
equal to the Contract value, as of the valuation date coincident with or next
following the date on which proof of death is received at the Home Office of
Northwestern Mutual Life or, if later, the date on which a method of payment is
elected. If death occurs prior to the Annuitant's 65th birthday the death
benefit, where permitted by state law, will be not less than the amount of
purchase payments received by Northwestern Mutual Life under the Contract, less
withdrawals. The death benefit may be paid either in a lump sum or under a
payment plan.

MATURITY BENEFIT Purchase payments under the Contract are payable until the
maturity date specified in the Contract. Any date up to age 90 may be selected
as the maturity date, subject to applicable requirements of the Code. On the
maturity date, if no other permissible payment plan has been elected, the
maturity date will be changed to the Contract anniversary nearest the
Annuitant's 90th birthday. On that date, if no other permissible payment plan
has been elected, the value of the Contract will be paid in monthly payments for
life under a variable payment plan with payments certain for ten years.

VARIABLE PAYMENT PLANS

Part or all of the benefits under a Contract may be paid under a variable
payment plan. Under a variable plan the payee bears the entire investment risk,
since no guarantees of investment return are made. Accordingly, there is no
guarantee of the amount of the variable payments, and the amount of such
payments can be expected 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. 13.

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, payments becoming due are paid to the designated
contingent beneficiary. A certain period of either 10 or 20 years may be
selected, or a plan with no certain period may be chosen.

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.

Northwestern Mutual Life may limit the election of a payment plan to one
that results in payments of at least $20.

<PAGE>

From time to time Northwestern Mutual Life may establish payment plan rates
with greater actuarial value than those stated in the Contract and make them
available at the time of settlement. Northwestern Mutual Life may also make
available other payment plans, with provisions and rates as published by
Northwestern Mutual Life for those plans.

AMOUNT OF ANNUITY PAYMENTS The amount of the first annuity payment 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. Variable annuity payments after the first will vary from month to
month to reflect the fluctuating value of the Annuity Units credited to the
Contract. Annuity Units represent the interest of the Contract in each Division
of the Account after annuity payments begin.

ASSUMED INVESTMENT RATE The variable annuity rate tables for the Contracts are
based upon an Assumed Investment Rate of 3 1/2%. Variable annuity rate tables
based upon an Assumed Investment Rate of 5% are also available where permitted
by state law.

The Assumed Investment Rate affects both the amount of the first variable
payment and the amount by which subsequent payments increase or decrease. The
Assumed Investment Rate does not affect the actuarial value of the future
payments as of the date when payments begin, though it does affect the actual
amount which may be received by an individual Annuitant.

Over a period of time, if each Division achieved a net investment result
exactly equal to the Assumed Investment Rate applicable to a particular payment
plan, the amount of annuity payments would be level. However, if the Division
achieved a net investment result greater than the Assumed Investment Rate, the
amount of annuity payments would increase. Similarly, if the Division achieved a
net investment result smaller than the Assumed Investment Rate, the amount of
annuity payments would decrease.

A higher Assumed Investment Rate will result in a larger initial payment
but more slowly rising and more rapidly falling subsequent payments than a lower
Assumed Investment Rate.

ADDITIONAL INFORMATION

TRANSFERS BETWEEN DIVISIONS AND PAYMENT PLANS The Contracts provide
considerable flexibility for Owners to change the allocation of purchase
payments among the Divisions and to transfer values from one Division to another
both before and after annuity payments begin. In order to take full advantage of
these features Owners should carefully consider, on a continuing basis, which
Division or apportionment is best suited to their long-term investment needs.

A Contract Owner may at any time change the allocation of purchase payments
among the Divisions by written notice to Northwestern Mutual Life. Purchase
payments received at the Home Office of Northwestern Mutual Life on and after
the date on which the notice is received 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 the owner 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. The number of Accumulation or Annuity Units to be credited
will be adjusted 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 a transfer fee of $25 may be
deducted from the amount transferred. No charge is currently being made for
transfers.

Owners who contemplate the transfer of funds from one Division to another
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.

Amounts which have been invested on a fixed basis may be transferred to any
Division of the Account, and the value of Accumulation Units in any Division of
the Account may be transferred 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. 13.

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. The value of the remaining payments will be applied to the new

<PAGE>

plan selected, with the amount of the first annuity payment under the new plan
being determined 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. Other
transfers between payment plans are permitted subject to such limitations as
Northwestern Mutual Life may reasonably determine. Generally, however, transfer
is not permitted from a payment plan involving a life contingency to a payment
plan which does not involve the same life contingency.

Transfers from the Money Market Division may be made 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 Northwestern Mutual
Life permits transfers at any time. The transfer will be made as of the close of
business on the valuation date coincident with or next following the date on
which the request for transfer is received at the Home Office of Northwestern
Mutual Life, or at a later date if requested.

GENDER-BASED ANNUITY PAYMENT RATES Federal law, and the laws of certain states,
may require that annuity considerations and annuity payment rates be determined
without regard to the sex of the Annuitant. Because the Contracts are offered
for use with HR-10 Plans where these rules may have general application, the
annuity payment rates in the Contracts do not distinguish between male and
female Annuitants. However, Contracts with sex-distinct rates are available on
request. Prospective purchasers of the Contracts are urged to review any
questions in this area with qualified counsel.

OWNERS OF THE CONTRACTS The Owner of the Contract has the sole right to
exercise all rights and privileges under the Contract, except as the Contract
otherwise provides. The Owner is ordinarily the retirement plan, but may be the
employer or the Annuitant or other person. The Annuitant is the person upon
whose life the Contract is issued and Contract benefits depend. Following the
death of the Annuitant any remaining Contract benefits are payable to a
beneficiary or contingent beneficiary named in the Contract.

DISABILITY PROVISION A Contract may include, as an optional benefit, a
provision under which Northwestern Mutual Life will continue to pay purchase
payments during the total disability of the Annuitant. Each Contract containing
this provision specifies the additional cost of such benefit.

DEFERMENT OF BENEFIT PAYMENTS Northwestern Mutual Life reserves 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 Fund shares is suspended, or payment of the redemption
value is postponed, and for any period during which the New York Stock Exchange
is closed or trading thereon is restricted or an emergency exists, so that
valuation of the assets of the Fund or disposal of securities held by it is not
reasonably practical; or as such deferment is otherwise permitted by applicable
law.

DIVIDENDS The Contracts share in the divisible surplus of Northwestern Mutual
Life, except while payments are being made under a variable payment plan. The
divisible surplus of Northwestern Mutual Life is determined annually for the
following year. State law requires that the surplus be distributed equitably
among participating contracts. Distributions of divisible surplus are commonly
referred to as "dividends".

Northwestern Mutual Life is paying dividends on approximately 10% of its
inforce individual variable annuities in 1996. 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 variable annuities arise principally as a result of more
favorable expense experience than that assumed in determining deductions. Such
favorable experience is generated primarily by older and/or larger Contracts.
In general, Contracts with an average variable Contract value of less than
$30,000 will not receive dividends, and only about half of those with a value
above $30,000 will receive them.

Any dividend for a Contract is paid on the anniversary date of that
Contract. The dividend is applied as a net purchase payment unless the Owner
elects to have the dividend paid in cash.

SUBSTITUTION AND CHANGE Pursuant to authority of the Board of Trustees of
Northwestern Mutual Life (a) the assets of a Division may be invested in
securities other than Fund shares as a substitute for such shares already
purchased or as the securities to be purchased in the future, or (b) the
provisions of the Contracts may be modified to assure qualification for the
benefits provided by the provisions of the Internal Revenue Code relating to
retirement annuity

<PAGE>

or variable annuity contracts, or to comply with any other applicable federal or
state laws. In the event of any such substitution or change, Northwestern Mutual
Life may make appropriate endorsement on Contracts having an interest in the
Account and take such other action as may be necessary to effect the
substitution or change.

FIXED ANNUITY PAYMENT PLANS Contract benefits may also be paid under fixed
annuity payment plans which are not described in this Prospectus. If a fixed
annuity is selected the Accumulation Units credited to a Deferred Contract will
be cancelled, the withdrawal value of the Contract will be transferred to the
general account of Northwestern Mutual Life, and the payee will no longer have
any interest in the Account. A withdrawal charge may be applicable in
determining the withdrawal value. (See "Withdrawal Amount", p. 10, and
"Withdrawal Charge", p. 15.)

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

Contract Owners may direct all or part of their purchase payments to the
Guaranteed Interest Fund for investment on a fixed basis. Amounts previously
invested in the Account Divisions may be transferred to the Guaranteed Interest
Fund, prior to the maturity date, and amounts in the Guaranteed Interest Fund
may be transferred to the Account Divisions subject, in each case, to the
restrictions described in the Contract.

Amounts invested in the Guaranteed Interest Fund become part of the general
assets of Northwestern Mutual Life. In reliance on certain exemptive and
exclusionary provisions, interests in the Guaranteed Interest Fund have not been
registered under the Securities Act of 1933 and the Guaranteed Interest Fund has
not been registered 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. Northwestern Mutual Life has 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 invested in the Guaranteed Interest Fund earn interest at rates
declared by Northwestern Mutual Life from time to time. The interest rate will
be guaranteed for each amount for at least one year and will be at an annual
effective rate of not less than 3%. At the expiration of the period for which
the interest rate is guaranteed a new interest rate may apply. Interest is
credited and compounded daily. The effective date for a transaction involving
the Guaranteed Interest Fund is determined 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 of
$1,000,000 without prior consent of Northwestern Mutual Life. 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 $1,000,000, the
amount of the excess will be placed in the Money Market Division and will remain
there until the Contract Owner instructs otherwise.

Transfers from the Guaranteed Interest Fund to the Account Divisions are
subject to strict limits described in the Contract. After a transfer from the
Guaranteed Interest Fund no further transfers either to or from the Guaranteed
Interest Fund will be allowed for a period of 365 days. The maximum amount that
maybe transferred from the Guaranteed Interest Fund in one transfer is the
greater of (1) 20% of the amount that was invested in the Guaranteed Interest
Fund as of the last Contract anniversary preceding the transfer and (2) the
amount of the 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 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 Northwestern Mutual Series
Fund, Inc. Other charges under the Contracts apply for amounts in the
Guaranteed Interest Fund as they are described in this prospectus for amounts
invested on a variable basis. See "Deductions", p. 14. For purposes of
allocating and deducting the annual Contract fee, any investment in the
Guaranteed Interest Fund is considered as though it were an investment of the
same amount in one of the Account Divisions.

- --------------------------------------------------------------------------------
FEDERAL INCOME TAXES
TAXATION OF CONTRACT BENEFITS

The Contracts are offered only for use under tax-qualified plans meeting
the requirements of Sections 401 and 403(a) of the Code. However, in the event
Contracts should be issued pursuant to HR-10 Plans, trusts or custodial

<PAGE>

accounts which at the time of issuance are not qualified under the Code, some or
all of the tax benefits described herein may be lost.

No tax is payable as a result of any increase in the value of a Contract
until benefits from the Contract are received. Benefits received as annuity
payments will be taxable as ordinary income when received in accordance with
Section 72 of the Code. As a general rule, where an employee makes nondeductible
contributions to the Plan, the payee may exclude from income that portion of
each benefit payment which represents a return of the employee's "investment in
the contract" as defined in Section 72 until the entire "investment in the
contract" is recovered. A 15% penalty tax may be imposed after 1999 on aggregate
payments in excess of certain annual limits and a 50% penalty tax may be imposed
on payments to the extent they are less than certain required minimum amounts.
In addition, a 10% penalty tax may be imposed on benefits paid in excess of the
benefits provided under the Plan formula if the payee is or was a "5% owner" of
the employer while a participant in the Plan.

Benefits paid in a form other than an annuity will be taxed as ordinary
income when received except for that portion of the payment, if any, which
represents a return of the employee's "investment in the contract." Benefits
received as a "lump sum distribution" may be eligible for a separate tax
averaging calculation and, with certain limited exceptions, all benefits are
subject to the tax-free rollover provisions of the Code. A 10% penalty tax may
be imposed on the taxable portion of premature payments of benefits (prior to
age 59-1/2 or disability) unless payments are made after the employee separates
from service and payments are either paid in substantially equal installments
over the life or life expectancy of the employee or are paid on account of early
retirement after age 55 or unless payments are made for medical expenses in
excess of 7.5% of the employee's Adjusted Gross Income or for reimbursement of
health insurance premiums paid while the employee was unemployed.

A loan from the Plan to an employee, other than an owner-employee, may be
taxable as ordinary income depending on the amount and terms of the loan. A loan
to an owner-employee is a prohibited transaction under the Code and could
disqualify the Plan.

Benefit payments will be subject to mandatory 20% withholding unless (1)
they are rolled over directly to another tax-qualified plan or an individual
retirement arrangement, (2) they are paid in substantially equal installments
over the life or life expectancy of the employee (or of the employee and the
employee's beneficiary) or over a period of 10 years or more, or (3) they are
"required minimum distributions."

The rules governing Plan provisions, payments and deductions and taxation
of distributions from such Plans and Trusts, as set forth in the Code and the
regulations relating thereto, are complex and cannot be readily summarized.
Furthermore, special rules are applicable in many situations, and prospective
purchasers desiring to adopt an HR-10 pension or profit-sharing plan or trust
are advised to consult qualified tax counsel.

TAXATION OF NORTHWESTERN MUTUAL LIFE

Northwestern Mutual Life 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. No charge is currently being made. (See "Net
Investment Factor", p. 9 and "Deductions", below.)

- --------------------------------------------------------------------------------
DEDUCTIONS

The following deductions will be made:

1. SALES LOAD. For the Front Load Contract a sales load is deducted
from all purchase payments received. The deduction is based on cumulative
purchase payments received and the rates in the table below:

Cumulative Purchase Payments
Paid Under the Contract Rate

First $100,000......................................... 4.0%
Next $400,000.......................................... 2.0%
Next $500,000.......................................... 1.0%
Balance over $1,000,000................................ 0.5%

2. DEDUCTIONS FOR MORTALITY RATE AND EXPENSE RISKS. The net investment
factor (see "Net Investment Factor", p. 9) used in determining the value of
Accumulation and Annuity Units reflects a deduction on each valuation date
for mortality rate and expense risks assumed by Northwestern Mutual Life.
For the Front Load Contract, the deduction from Accumulation Units is at a
current annual rate of 0.4% of the assets of the Account,

<PAGE>

while the deduction from Annuity Units is zero. For the Back Load Contract
the deduction is at a current annual rate of 1.25% of the assets of the
Account. The deduction may be increased or decreased by the Board of
Trustees of Northwestern Mutual Life, but in no event may the deduction
exceed an annual rate of .75% for the Front Load Contract and 1.50% for the
Back Load Contract. This deduction is the only expense item paid by the
Account to date. The Fund pays expenses which are described in the attached
prospectus for the Fund.

The risks assumed by Northwestern Mutual Life 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 made by Northwestern Mutual Life may be insufficient to cover
the actual costs incurred in connection with the Contracts. Northwestern
Mutual Life assumes these risks for the duration of the Contract.

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 a Portfolio of the Fund as described under
"Substitution and Change", p. 12, and any applicable taxes, i.e., any tax
liability paid or reserved for by Northwestern Mutual Life resulting from
the maintenance or operation of a Division of the Account, other than
applicable premium taxes which may be deducted directly from
considerations. It is not anticipated that any deduction will be made for
federal income taxes (see "Federal Income Taxes", p. 13), nor is it
anticipated that maintenance or operation of the Account will give rise to
any deduction for state or local taxes. However, Northwestern Mutual Life
reserves 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.

3. CONTRACT FEE. On each Contract anniversary prior to the maturity
date a deduction of $30 is made for administrative expenses relating to a
Deferred Contract during the prior year. The charge is made by reducing the
number of Accumulation Units credited to the Contract. For purposes of
allocating and deducting the annual Contract fee, any investment in the
Guaranteed Interest Fund is considered as though it were an investment of
the same amount in one of the Account Divisions. This charge may not be
increased, and is intended only to reimburse Northwestern Mutual Life for
its actual administrative expenses. The charge is currently being waived
if the Contract value on the Contract anniversary is $50,000 or more.

4. WITHDRAWAL CHARGE. For the Back Load Contract if Accumulation
Units are withdrawn for cash a withdrawal charge for sales expenses will be
deducted. The withdrawal charge will be based on the Amount Categories and
the Rates in the table below. The amount in each Category is based on
cumulative purchase payments made and on the number of Contract
anniversaries that have occurred since each purchase payment was made.

AMOUNT AMOUNT
CATEGORY RATE CATEGORY RATE
-------- ---- -------- ----
Eight................... 8% Three................... 3%
Seven................... 7 Two..................... 2
Six..................... 6 One..................... 1
Five.................... 5 Zero.................... 0
Four.................... 4

The first $100,000 of total purchase payments paid over the life of the
Contract start out in Category Eight, the next $400,000 start out in
Category Four, the next $500,000 start out in Category Two, and all
additional purchase payments paid start out in Category One. As of each
Contract anniversary, any amount in a Category moves 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 used to calculate the withdrawal charge will
be limited to the value of the Contract benefits that are subject to the
withdrawal charge. The amounts used will be taken from those Categories
that produce the lowest withdrawal charge. However, any amounts used to
determine the charge for a partial withdrawal will not be used to determine
subsequent withdrawal charges. There is no withdrawal charge on the value
of Accumulation Units withdrawn in excess of the total purchase payments
paid under the Contract; but in the case of a partial withdrawal, the
purchase payments paid under the Contract are deemed to be withdrawn first,
except for amounts eligible for the withdrawal charge free amount described
in the next paragraph.

The withdrawal charge free amount is available on a Contract if the
Contract value is at least $10,000 on the Contract anniversary preceding a
withdrawal. For each Contract year, the withdrawal charge free amount is

<PAGE>

equal to the lesser of 10% of the Contract value on the last Contract
anniversary, and the amount by which the Contract value exceeds cumulative
purchase payments as of the date of the withdrawal. Eligible amounts
withdrawn meeting these requirements will be taken first from the portion
of the Contract value that exceeds cumulative purchase payments. The
withdrawal charge for any amounts not included in the withdrawal charge
free amount will be based first on the purchase payments that have been
paid.

No withdrawal charge will be made upon the selection of a variable
payment plan. However, the withdrawal charge will be made if a withdrawal,
or partial withdrawal, is made 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 Northwestern Mutual Life 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 the payment plan is selected after the
Contract has been in force for at least one full year.

5. PREMIUM TAXES. The Contracts provide for the deduction of
applicable premium taxes, if any, from purchase payments or from Contract
benefits. Premium taxes are levied by various jurisdictions, and presently
range from 0% to 2.25% of total considerations. Many jurisdictions
presently exempt from premium taxes annuities such as the Contracts. As a
matter of current practice, Northwestern Mutual Life does not deduct
premium taxes from purchase payments received under the Contracts or from
Contract benefits. However, Northwestern Mutual Life reserves the right to
deduct premium taxes in the future.

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 considerations, 4% on the next $75,000 and 2% on considerations
in excess of $100,000, based on total cumulative considerations paid under the
Contract. The surrender charge applicable for each consideration reduces by 1%
on each Contract anniversary. A surrender charge free corridor is available on
the same basis described above for the current Contracts. 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.

CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981

For Contracts issued prior to December 17, 1981 there is no surrender
charge, but considerations are subject to a deduction of 8% for sales expenses.
The deduction is reduced to 4% on considerations in excess of $5,000 received
during a single Contract year as defined in the Contract, 2% on the next $75,000
and 1% on the excess over $100,000. The charge for mortality rate and expense
risks for those Contracts is .75% of the assets of the Account, which may be
raised to a maximum annual rate of 1%. There is no annual Contract fee.

REDUCED CHARGES FOR EXCHANGE TRANSACTIONS

As a matter of current practice, owners of fixed dollar annuities
previously issued by Northwestern Mutual Life are permitted 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 and may be changed or withdrawn at any time.

In general, a $25 administrative charge is made on these exchange
transactions and only one such transaction may be effected 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 this limit is
presently being waived.

Amounts exchanged from a fixed contract which provides for a surrender
charge are not charged for sales expenses when the exchange is effected and are
placed in the same withdrawal charge category under the new Back Load Contract
as they were before.

Exchange proceeds from fixed contracts which have no surrender charge
provisions are placed 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.

<PAGE>

DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold through individuals who, in addition to being
licensed insurance agents of Northwestern Mutual Life, are registered
representatives of Northwestern Mutual Investment Services, Inc., a wholly-owned
subsidiary of Northwestern Mutual Life, and 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, such agents will also be licensed
securities salesmen. Commissions paid to the agents on sales of the Contracts
will not exceed 4% of purchase payments.

<PAGE>

TABLE OF CONTENTS FOR THIS PROSPECTUS

PAGE

INDEX OF SPECIAL TERMS . . . . . . . . . . . . . . . . . . . . . . .2
SYNOPSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Contracts . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Deductions and Charges. . . . . . . . . . . . . . . . . . . . . .2
Right to Examine Deferred Contract. . . . . . . . . . . . . . . .2
Penalty Tax on Premature Payments . . . . . . . . . . . . . . . .2
EXPENSE TABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . .5
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
NM VARIABLE ANNUITY
ACCOUNT A . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Purchase Payments Under the Contracts. . . . . . . . . . . . . .8
Amount and Frequency . . . . . . . . . . . . . . . . . . . . .8
Application of Purchase Payments . . . . . . . . . . . . . . .9
Net Investment Factor. . . . . . . . . . . . . . . . . . . . . .9
Benefits Provided Under the
Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . .9
Withdrawal Amount. . . . . . . . . . . . . . . . . . . . . 10
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . 10
Maturity Benefit . . . . . . . . . . . . . . . . . . . . . 10
Variable Payment Plans . . . . . . . . . . . . . . . . . . . 10
Description of Payment Plans . . . . . . . . . . . . . . . 10
Amount of Annuity Payments . . . . . . . . . . . . . . . . 11

PAGE
Assumed Investment Rate. . . . . . . . . . . . . . . . . . 11
Additional Information . . . . . . . . . . . . . . . . . . . 11
Transfers Between Divisions and
Payment Plans. . . . . . . . . . . . . . . . . . . . . . 11
Gender-Based Annuity Payment
Rates. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Owners of the Contracts. . . . . . . . . . . . . . . . . . 12
Disability Provision . . . . . . . . . . . . . . . . . . . 12
Deferment of Benefit Payments. . . . . . . . . . . . . . . 12
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . 12
Substitution and Change. . . . . . . . . . . . . . . . . . 12
Fixed Annuity Payment Plans. . . . . . . . . . . . . . . . 13
Financial Statements . . . . . . . . . . . . . . . . . . . 13
THE GUARANTEED INTEREST FUND . . . . . . . . . . . . . . . . . . . 13
FEDERAL INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . 13
Taxation of Contract Benefits. . . . . . . . . . . . . . . . . 13
Taxation of Northwestern Mutual Life . . . . . . . . . . . . . 14
DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Contracts Issued Prior to
March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . 16
Contracts Issued Prior to
December 17, 1981. . . . . . . . . . . . . . . . . . . . . . 16
Reduced Charges for Exchange
Transactions . . . . . . . . . . . . . . . . . . . . . . . . 16
DISTRIBUTION OF THE
CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION

PAGE
DISTRIBUTION OF THE
CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .B-2
DETERMINATION OF ANNUITY
PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-2
Amount of Annuity Payments . . . . . . . . . . . . . . . . . .B-2
Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . .B-3
Illustrations of Variable Annuity
Payments . . . . . . . . . . . . . . . . . . . . . . . . . .B-3
VALUATION OF ASSETS OF THE
ACCOUNT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-4
TRANSFERABILITY RESTRICTIONS . . . . . . . . . . . . . . . . . . .B-4
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-4

PAGE
FINANCIAL STATEMENTS OF THE
ACCOUNT (for year ended December
31, 1996) . . . . . . . . . . . . . . . . . . . . . . . . . . .B-5
REPORT OF INDEPENDENT
ACCOUNTANTS (for year ended December
31, 1996) . . . . . . . . . . . . . . . . . . . . . . . . . . B-11
FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL LIFE
(for the three years ended December
31, 1996) . . . . . . . . . . . . . . . . . . . . . . . . . . B-12
REPORT OF INDEPENDENT
ACCOUNTANTS (for the three years
ended December 31, 1996). . . . . . . . . . . . . . . . . . . B-__

<PAGE>

This Prospectus sets forth concisely the information about NML Variable
Annuity Account A that a prospective investor ought to know before investing.
Additional information about Account A has been filed with the Securities and
Exchange Commission in a Statement of Additional Information which is
incorporated herein by reference. The Statement of Additional Information is
available upon request and without charge from The Northwestern Mutual Life
Insurance Company. To receive a copy, return the request form to the address
listed below, or telephone (414) 271-1444.

- -------------------------------------------------------------------------------
TO: The Northwestern Mutual Life Insurance Company

Equity Compliance Division/Compliance and
Best Practices Department
720 East Wisconsin Avenue
Milwaukee, WI 53202

Please send a Statement of Additional Information for NML Variable Annuity
Account A to:

Name
----------------------------------------------------------------------

Address
-------------------------------------------------------------------

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

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

<PAGE>

N O R T H W E S T E R N M U T U A L L I F E

INDIVIDUAL VARIABLE ANNUITY CONTRACTS
For Retirement Plans of Self-Employhed Persons and Their Employees

NML VARIABLE ANNUITY ACCOUNT A

NORTHWESTERN MUTUAL SERIES FUND, INC.

P R O S P E C T U S

NORTHWESTERN
MUTUAL LIFE

PO Box 3095
Milwaukee WI 53201-3095

40902
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

VARIABLE ANNUITY CONTRACTS
(for Retirement Plans of Self-Employed Persons and their Employees)

NML VARIABLE ANNUITY ACCOUNT A
(the "Account"),
a separate investment account of
The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life")

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

This Statement of Additional Information is not a
prospectus but supplements and should be read in
conjunction with the prospectus for the Contracts. A
copy of the prospectus may be obtained from The
Northwestern Mutual Life Insurance Company, 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202, telephone
number (414) 271-1444.

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

The Date of the Prospectus to which this Statement
of Additional Information Relates is April 30,
1997.

The Date of this Statement of Additional
Information is April 30, 1997.

B-1

<PAGE>

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, Inc. ("NMIS").

NMIS may be considered the underwriter of the Contracts for purposes of the
federal securities laws. The following amounts of commissions were paid on
sales of the Contracts, including commissions on sales of variable annuity
contracts to corporate pension plans, during each of the last three years:

Year Amount
---- ------
1996 $1,344,104
1995 $1,114,411
1994 $1,042,434

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. 10, including "Description of Payment Plans", p. 10, "Amount
of Annuity Payments", p. 11, and "Assumed Investment Rate", p. 11; "Dividends",
p. 12; "Net Investment Factor", p. 9; and "Deductions", p. 14.

AMOUNT OF ANNUITY PAYMENTS The amount of the first annuity payment under
a variable Payment Plan will be determined on the basis of the particular
Payment Plan selected, the annuity payment rate and, for plans involving life
contingencies, the Annuitant's adjusted age. The amount of the first payment is
the sum of the payments from each Division of the Account determined by applying
the appropriate annuity payment rate to the product of the number of
Accumulation Units in the Division on the effective date of the Payment Plan and
the Accumulation Unit value for the Division on that date. Annuity rates
currently in use are based on the 1983 a Table with age adjustment.

Variable annuity payments after the first will vary from month to month and
will depend upon the number and value of Annuity Units credited to the
Annuitant. After the effective date of a Payment Plan a Contract will not share
in the divisible surplus of Northwestern Mutual Life.

The number of Annuity Units in each Division is determined by dividing the
amount of the first annuity payment from the Division by the value of an Annuity
Unit on the effective date of the Payment Plan. The number of Annuity Units
thus credited to the Annuitant in each Division remains constant throughout the
annuity period. However, the value of Annuity Units in each Division will
fluctuate with the investment experience of the Division.

The amount of each variable annuity payment after the first is the sum of
payments from each Division determined by multiplying this fixed number of
Annuity Units each month by the value of an Annuity Unit for the Division on (a)
the fifth valuation date prior to the payment due date if the payment due date
is a valuation date, or (b) the sixth valuation date prior to the payment due
date if the payment due date is not a valuation date. To illustrate, if a
payment due date falls on a Friday, Saturday or Sunday, the amount of the
payment will normally be based upon the Annuity Unit value calculated on the
preceding Friday. The preceding Friday would be the fifth valuation date prior
to the Friday due date, and the sixth valuation date prior to the Saturday or
Sunday due dates.

B-2

<PAGE>

ANNUITY UNIT VALUE The value of an Annuity Unit for each Division was
established at $1.00 as of the date operations began for that Division. The
value of an Annuity Unit on any later date varies to reflect the investment
experience of the Division, the Assumed Investment Rate on which the annuity
rate tables are based, and the deduction for mortality rate and expense risks
assumed by Northwestern Mutual Life.

The Annuity Unit value for each Division on any valuation date is
determined by multiplying the Annuity Unit value on the immediately preceding
valuation date by two factors: (a) the net investment factor for the current
period for the Division; and (b) an adjustment factor to neutralize the Assumed
Investment Rate used in calculating the annuity rate tables.

ILLUSTRATIONS OF VARIABLE ANNUITY PAYMENTS To illustrate the manner in
which variable annuity payments are determined consider this example. Item (4)
in the example shows the applicable monthly payment rate for an annuitant,
adjusted age 65, who has elected a life annuity Payment Plan with a certain
period of 10 years with an Assumed Investment Rate of 3-1/2% (Plan 2, as
described in the prospectus).

(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 . . . . . . . . . . . $5.00

(5) Amount of first payment from
Balanced Division,
(3) X (4) divided by $1,000. . . . . . . . . . . . . $250.00

(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) . . . . . . . . . . . . . . . . . . . . . . . 166.67

The $50,000 value at maturity provides a first payment from the Balanced
Division of $250.00, and payments thereafter of the varying dollar value of
166.67 Annuity Units. The amount of subsequent payments from the Balanced
Division is determined by multiplying 166.67 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
166.67 multiplied by $1.501000, or $250.17.

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

B-3

<PAGE>

value declined to $1.499000 the succeeding monthly payment would then be 166.67
X $1.499000, or $249.84.

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.

VALUATION OF ASSETS OF THE ACCOUNT

The value of Portfolio shares of the Fund 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 the Fund has been suspended, or
payment of redemption value has been postponed, for the sole purpose of
computing annuity payments the shares held in the Account (and Annuity Units)
may be valued at fair value as determined in good faith by the Board of Trustees
of Northwestern Mutual Life.

TRANSFERABILITY RESTRICTIONS

Ownership of a Contract cannot be changed or the Contract sold, assigned or
pledged as collateral for a loan, or for any other purpose, to any person other
than Northwestern Mutual Life; except, that if the Owner of the Contract is a
trustee of an employee trust qualified under the Code, or the custodian of a
custodial account treated as such, it may transfer the Contract to a successor
trustee or custodian. In addition, the trustee or custodian, as well as the
employer under a qualified non-trusted pension plan, may assign the Contract to
an employee upon termination of employment.

EXPERTS

The financial statements of the Account as of December 31, 1996 and for
each of the two years in the period ended December 31, 1996 included in this
Statement of Additional Information have been so included in reliance on the
reports of Price Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting. Price Waterhouse LLP
provides audit services for the Account. The address of Price Waterhouse LLP is
100 East Wisconsin Avenue, Suite 1500, Milwaukee, Wisconsin 53202.

B-4

<PAGE>

ACCOUNT A FINANCIAL STATEMENTS

NML VARIABLE ANNUITY ACCOUNT A
Financial Statements
(IN THOUSANDS)

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996

<TABLE>
<S> <C> <C>
ASSETS
Investments at Market Value:
Northwestern Mutual Series Fund, Inc.
Growth Stock
6,505 shares (cost $8,193).................................................................... $ 9,523
Aggressive Growth Stock
24,829 shares (cost $54,025).................................................................. 78,088
International Equity
26,635 shares (cost $34,100).................................................................. 41,498
Growth and Income Stock
10,015 shares (cost $11,804).................................................................. 13,200
Index 500 Stock
39,376 shares (cost $51,893).................................................................. 80,917
Money Market
23,380 shares (cost $23,380).................................................................. 23,380
Balanced
157,593 shares (cost $210,644)................................................................ 270,745
Select Bond
21,772 shares (cost $25,387).................................................................. 26,649
High Yield Bond
4,465 shares (cost $4,848).................................................................... 4,907 $ 548,907
-----------
Due from Sale of Fund Shares...................................................................................... 387
Due from Northwestern Mutual Life Insurance Company............................................................... 123
-----------
Total Assets................................................................................................ $ 549,417
-----------
-----------

LIABILITIES
Due to Participants............................................................................................. $ 1,387
Due to Northwestern Mutual Life Insurance Company............................................................... 387
Due on Purchase of Fund Shares.................................................................................. 123
-----------
Total Liabilities........................................................................................... 1,897
-----------

EQUITY (NOTE 8)
Contracts Issued Prior to December 17, 1981..................................................................... $ 68,627
Contracts Issued After December 16, 1981 and Prior to March 31, 1995............................................ 446,476
Contracts Issued On or After March 31, 1995:
Front Load Version............................................................................................ 5,808
Back Load Version............................................................................................. 26,609
-----------
Total Equity................................................................................................ 547,520
-----------
Total Liabilities and Equity................................................................................ $ 549,417
-----------
-----------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-5

<PAGE>

ACCOUNT A FINANCIAL STATEMENTS

NML VARIABLE ANNUITY ACCOUNT A
Statement Of Operations And Changes In Equity
(IN THOUSANDS)

<TABLE>
<CAPTION>
AGGRESSIVE
GROWTH
COMBINED GROWTH STOCK DIVISION STOCK DIVISION
---------------------------------- ------------------------------ --------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996
--------------- --------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 24,501 $ 11,713 $ 379 $ 129 $ 2,457
Annuity Rate and Expense
Guarantees.................. 5,783 5,072 73 31 820
--------------- --------------- ------------- ------------- --------------
Net Investment Income
(Loss)...................... 18,718 6,641 306 98 1,637
--------------- --------------- ------------- ------------- --------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 13,967 13,144 137 42 2,228
Unrealized Appreciation of
Investments During the
Year...................... 33,051 76,915 779 570 5,805
--------------- --------------- ------------- ------------- --------------
Net Gain on Investments..... 47,018 90,059 916 612 8,033
--------------- --------------- ------------- ------------- --------------
Increase in Equity Derived
from Investment
Activity.................. 65,736 96,700 1,222 710 9,670
--------------- --------------- ------------- ------------- --------------
EQUITY TRANSACTIONS
Contract Owners' Net
Payments.................. 65,170 49,117 2,502 1,200 12,574
Annuity Payments............ (831) (609) -- -- (36)
Surrenders and Other
(net)..................... (51,557) (62,309) (457) (87) (5,090)
Transfers from Other
Divisions................. 47,709 39,732 2,554 1,555 10,996
Transfers to Other
Divisions................. (48,527) (39,732) (582) (412) (6,505)
--------------- --------------- ------------- ------------- --------------
Increase (Decrease) in
Equity Derived from Equity
Transactions.............. 11,964 (13,801) 4,017 2,256 11,939
--------------- --------------- ------------- ------------- --------------
Net Increase in Equity...... 77,700 82,899 5,239 2,966 21,609
EQUITY
Beginning of Period......... 469,820 386,921 4,286 1,320 56,466
--------------- --------------- ------------- ------------- --------------
End of Period............... $ 547,520 $ 469,820 $ 9,525 $ 4,286 $ 78,075
--------------- --------------- ------------- ------------- --------------
--------------- --------------- ------------- ------------- --------------

YEAR ENDED
DECEMBER 31,
1995
--------------
<S> <C>
INVESTMENT INCOME
Dividend Income............... $ 257
Annuity Rate and Expense
Guarantees.................. 563
--------------
Net Investment Income
(Loss)...................... (306)
--------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 1,989
Unrealized Appreciation of
Investments During the
Year...................... 13,259
--------------
Net Gain on Investments..... 15,248
--------------
Increase in Equity Derived
from Investment
Activity.................. 14,942
--------------
EQUITY TRANSACTIONS
Contract Owners' Net
Payments.................. 8,304
Annuity Payments............ (27)
Surrenders and Other
(net)..................... (5,405)
Transfers from Other
Divisions................. 7,559
Transfers to Other
Divisions................. (5,216)
--------------
Increase (Decrease) in
Equity Derived from Equity
Transactions.............. 5,215
--------------
Net Increase in Equity...... 20,157
EQUITY
Beginning of Period......... 36,309
--------------
End of Period............... $ 56,466
--------------
--------------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-6
<PAGE>

ACCOUNT A FINANCIAL STATEMENTS

NML VARIABLE ANNUITY ACCOUNT A
Statement of Operations and Changes in Equity
(IN THOUSANDS)

<TABLE>
<CAPTION>
INTERNATIONAL EQUITY GROWTH & INCOME INDEX 500
DIVISION STOCK DIVISION STOCK DIVISION
-------------------------------- ------------------------------- --------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996
-------------- -------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 1,821 $ 218 $ 1,207 $ 465 $ 1,906
Annuity Rate and Expense
Guarantees.................. 431 371 121 71 742
-------------- -------------- -------------- ------------- --------------
Net Investment Income
(Loss)...................... 1,390 (153) 1,086 394 1,164
-------------- -------------- -------------- ------------- --------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 752 823 295 89 2,662
Unrealized Appreciation of
Investments During the
Year...................... 4,511 3,152 534 949 10,313
-------------- -------------- -------------- ------------- --------------
Net Gain on Investments..... 5,263 3,975 829 1,038 12,975
-------------- -------------- -------------- ------------- --------------
Increase in Equity Derived
from Investment
Activity.................. 6,653 3,822 1,915 1,432 14,139
-------------- -------------- -------------- ------------- --------------
EQUITY TRANSACTIONS
Contract Owners' Net
Payments.................. 5,801 4,994 2,886 1,907 8,293
Annuity Payments............ (9) (16) (19) 17 (258)
Surrenders and Other
(net)..................... (2,852) (2,850) (646) (343) (6,271)
Transfers from Other
Divisions................. 4,904 3,466 2,461 2,161 6,790
Transfers to Other
Divisions................. (4,794) (6,278) (1,352) (465) (4,194)
-------------- -------------- -------------- ------------- --------------
Increase (Decrease) in
Equity Derived from Equity
Transactions.............. 3,050 (684) 3,330 3,277 4,360
-------------- -------------- -------------- ------------- --------------
Net Increase in Equity...... 9,703 3,138 5,245 4,709 18,499
EQUITY
Beginning of Period......... 31,791 28,653 7,956 3,247 62,310
-------------- -------------- -------------- ------------- --------------
End of Period............... $ 41,494 $ 31,791 $ 13,201 $ 7,956 $ 80,809
-------------- -------------- -------------- ------------- --------------
-------------- -------------- -------------- ------------- --------------

MONEY MARKET DIVISION
--------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 525 $ 1,025 $ 1,119
Annuity Rate and Expense
Guarantees.................. 560 214 235
-------------- -------------- --------------
Net Investment Income
(Loss)...................... (35) 811 884
-------------- -------------- --------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 2,066 -- --
Unrealized Appreciation of
Investments During the
Year...................... 13,946 -- --
-------------- -------------- --------------
Net Gain on Investments..... 16,012 0 0
-------------- -------------- --------------
Increase in Equity Derived
from Investment
Activity.................. 15,977 811 884
-------------- -------------- --------------
EQUITY TRANSACTIONS
Contract Owners' Net
Payments.................. 6,215 8,327 4,356
Annuity Payments............ (161) (43) (40)
Surrenders and Other
(net)..................... (5,416) (5,122) (6,619)
Transfers from Other
Divisions................. 5,916 8,498 11,211
Transfers to Other
Divisions................. (3,583) (10,647) (8,356)
-------------- -------------- --------------
Increase (Decrease) in
Equity Derived from Equity
Transactions.............. 2,971 1,013 552
-------------- -------------- --------------
Net Increase in Equity...... 18,948 1,824 1,436
EQUITY
Beginning of Period......... 43,362 21,557 20,121
-------------- -------------- --------------
End of Period............... $ 62,310 $ 23,381 $ 21,557
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-7

<PAGE>

ACCOUNT A FINANCIAL STATEMENTS

NML VARIABLE ANNUITY ACCOUNT A
Statement of Operations and Changes in Equity
(IN THOUSANDS)

<TABLE>
<CAPTION>
HIGH YIELD
BALANCED DIVISION SELECT BOND DIVISION BOND DIVISION
---------------------------------- -------------------------------- -------------
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995 1996
--------------- --------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 14,325 $ 8,147 $ 907 $ 653 $ 474
Annuity Rate and Expense
Guarantees.................. 3,072 2,954 276 264 34
--------------- --------------- -------------- -------------- -------------
Net Investment Income......... 11,253 5,193 631 389 440
--------------- --------------- -------------- -------------- -------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Realized Gain on
Investments............... 7,621 7,828 224 269 48
Unrealized Appreciation
(Depreciation) of
Investments During the
Year...................... 11,291 41,701 (253) 3,296 71
--------------- --------------- -------------- -------------- -------------
Net Gain (Loss) on
Investments............... 18,912 49,529 (29) 3,565 119
--------------- --------------- -------------- -------------- -------------
Increase in Equity Derived
from Investment
Activity.................. 30,165 54,722 602 3,954 559
--------------- --------------- -------------- -------------- -------------
EQUITY TRANSACTIONS
Contract Owners' Net
Payments.................. 20,606 18,850 3,319 2,707 862
Annuity Payments............ (407) (322) (59) (60) --
Surrenders and Other
(net)..................... (27,741) (37,985) (3,120) (3,488) (258)
Transfers from Other
Divisions................. 6,154 4,476 3,101 2,611 2,251
Transfers to Other
Divisions................. (16,978) (12,468) (2,908) (2,271) (567)
--------------- --------------- -------------- -------------- -------------
Increase (Decrease) in
Equity Derived from Equity
Transactions.............. (18,366) (27,449) 333 (501) 2,288
--------------- --------------- -------------- -------------- -------------
Net Increase in Equity...... 11,799 27,273 935 3,453 2,847
EQUITY
Beginning of Period......... 257,681 230,408 25,712 22,259 2,061
--------------- --------------- -------------- -------------- -------------
End of Period............... $ 269,480 $ 257,681 $ 26,647 $ 25,712 $ 4,908
--------------- --------------- -------------- -------------- -------------
--------------- --------------- -------------- -------------- -------------

YEAR ENDED
DECEMBER 31,
1995
-------------
<S> <C>
INVESTMENT INCOME
Dividend Income............... $ 200
Annuity Rate and Expense
Guarantees.................. 23
-------------
Net Investment Income......... 177
-------------
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Realized Gain on
Investments............... 38
Unrealized Appreciation
(Depreciation) of
Investments During the
Year...................... 42
-------------
Net Gain (Loss) on
Investments............... 80
-------------
Increase in Equity Derived
from Investment
Activity.................. 257
-------------
EQUITY TRANSACTIONS
Contract Owners' Net
Payments.................. 584
Annuity Payments............ --
Surrenders and Other
(net)..................... (116)
Transfers from Other
Divisions................. 777
Transfers to Other
Divisions................. (683)
-------------
Increase (Decrease) in
Equity Derived from Equity
Transactions.............. 562
-------------
Net Increase in Equity...... 819
EQUITY
Beginning of Period......... 1,242
-------------
End of Period............... $ 2,061
-------------
-------------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-8

<PAGE>

NOTES TO FINANCIAL STATEMENTS

NML VARIABLE ANNUITY ACCOUNT A
Notes to Financial Statements
DECEMBER 31, 1996

Note 1 -- NML Variable Annuity Account A (the "Account") is a segregated asset
account of The Northwestern Mutual Life Insurance Company ("Northwestern Mutual
Life" or "Sponsor") used to fund variable annuity contracts ("contracts") for
HR-10 and corporate pension and profit-sharing plans which qualify for special
tax treatment under the Internal Revenue Code. Beginning March 31, 1995, two
versions of the contract are offered: Front Load contracts with a sales charge
up to 4% of purchase payments and Back Load contracts with a withdrawal charge
of 0-8%.

Note 2 -- The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Principal
accounting policies are summarized below.

Note 3 -- All assets of each Division of the Account are invested in shares of
the corresponding Portfolio of Northwestern Mutual Series Fund, Inc. (the
"Fund"). The shares are valued at the Fund's offering and redemption price per
share.

The Fund is an open-end investment company registered under the Investment
Company Act of 1940.

Note 4 -- Annuity reserves are based on published annuity tables with age
adjustment and benefit payments which reflect actual investment experience. For
variable payment plans issued prior to January 1, 1974, annuity reserves are
based on the 1955 American Annuity Table with assumed interest rates of 3%,
3 1/2% or 5%. For variable payment plans issued on or after January 1, 1974 and
before January 1, 1985, annuity reserves are based on the 1971 Individual
Annuity Table with assumed interest rates of 3 1/2% or 5%. For variable payment
plans issued on or after January 1, 1985, annuity reserves are based on the 1983
Table a with assumed interest rates of 3 1/2% or 5%.

Note 5 -- Dividend income from the Fund is recorded on the record date of the
dividends. Transactions in Fund shares are accounted for on the trade date. The
basis for determining cost on sale of Fund shares is identified cost. Purchases
and sales of Fund shares for the year ended December 31, 1996 by each Division
are shown below:

<TABLE>
<CAPTION>
Purchases Sales
--------------- ---------------
<S> <C> <C>
Growth Stock Division........... $ 4,830,460 $ 508,512
Aggressive Growth Division...... 17,797,661 4,234,497
International Equity Division... 8,274,087 3,828,530
Growth & Income Stock
Division........................ 5,756,071 1,277,020
Index 500 Stock Division........ 11,279,772 5,728,800
Money Market Division........... 13,328,217 11,504,938
Balanced Division............... 20,896,761 26,932,275
Select Bond Division............ 5,463,472 4,528,222
High Yield Bond Division........ 3,296,028 568,230
</TABLE>

Note 6 -- A deduction for annuity rate and expense guarantees is determined
daily and paid to Northwestern Mutual Life as compensation for assuming the risk
that annuity payments will continue for longer periods than anticipated because
the annuitants as a group live longer than expected, and the risk that the
charges made by Northwestern Mutual Life may be insufficient to cover the actual
costs incurred in connection with the contracts.

For contracts issued on or after March 31, 1995, for the Front Load version and
the Back Load version, the deduction for annuity rate and expense guarantees is
determined daily at annual rates of 4/10 of 1% and 1 1/4%, respectively, of the
net assets of each Division attributable to these contracts and is paid to
Northwestern Mutual Life. For these contracts, the rates may be increased or
decreased by the Board of Trustees of Northwestern Mutual Life not to exceed
3/4 of 1% and 1 1/2%, respectively.

For contracts issued after December 16, 1981 and prior to March 31, 1995, the
deduction is at an annual rate of 1 1/4% of the net assets of each Division
attributable to these contracts. For these contracts, the rate may be increased
or decreased by the Board of Trustees of Northwestern Mutual Life not to exceed
a 1 1/2% annual rate.

For contracts issued prior to December 17, 1981, the deduction is at an annual
rate of 3/4 of 1% of the net assets of each Division attributable to these
contracts. For these contracts, the rate may be increased or decreased by the
Board of Trustees of Northwestern Mutual Life not to exceed a 1% annual rate.

Beginning in 1995, Northwestern Mutual Life paid a dividend to certain
contracts. The dividend was re-invested in the Account and has been reflected as
a Contract Owners' Net Payment in the accompanying financial statements.

Note 7 -- Northwestern Mutual Life is taxed as a "life insurance company" under
the Internal Revenue Code and the operations of the Account form a part of and
are taxed with those of Northwestern Mutual Life. Under current law, no federal
income taxes are payable with respect to the Account. Accordingly, no provision
for any such liability has been made.

B-9

<PAGE>

NOTES TO FINANCIAL STATEMENTS

NML VARIABLE ANNUITY ACCOUNT A
Notes to Financial Statements
DECEMBER 31, 1996

Note 8 - Equity Values by Division are shown below:

<TABLE>
<CAPTION>
CONTRACTS ISSUED:
CONTRACTS ISSUED: AFTER DECEMBER 16, 1981 AND
PRIOR TO DECEMBER 17, 1981 PRIOR TO MARCH 31, 1995
---------------------------------------- -----------------------------------------
ACCUMULATION UNITS ACCUMULATION UNITS
UNIT VALUE OUTSTANDING EQUITY UNIT VALUE OUTSTANDING EQUITY
-------------- ------------- --------- -------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Growth Stock............................ $ 1.572985 118 $ 186 $ 1.552125 4,846 $ 7,522
Aggressive Growth Stock................. 3.286265 891 2,928 3.188266 21,480 68,483
International Equity.................... 1.679665 1,333 2,239 1.649102 22,132 36,498
Growth and Income....................... 1.545596 70 107 1.525144 7,054 10,759
Index 500 Stock......................... 2.487952 9,600 23,885 2.413788 20,092 48,498
Money Market............................ 2.415898 1,104 2,666 2.241420 7,030 15,757
Balanced................................ 5.180408 4,747 24,575 4.805896 48,458 232,883
Select Bond............................. 6.685035 1,215 8,123 6.200523 2,691 16,689
High Yield Bond......................... 1.412413 429 605 1.393713 2,456 3,423
--------- ----------
Equity................................ 65,314 440,512
Annuity Reserves...................... 3,313 5,964
--------- ----------
Total Equity.......................... $ 68,627 $ 446,476
--------- ----------
--------- ----------
</TABLE>

<TABLE>
<CAPTION>
CONTRACTS ISSUED: CONTRACTS ISSUED:
ON OR AFTER MARCH 31, 1995 ON OR AFTER MARCH 31, 1995
FRONT LOAD VERSION BACK LOAD VERSION
---------------------------------------- ----------------------------------------
ACCUMULATION UNITS ACCUMULATION UNITS
UNIT VALUE OUTSTANDING EQUITY UNIT VALUE OUTSTANDING EQUITY
-------------- ------------- --------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Growth Stock............................... $ 1.455537 257 $ 374 $ 1.552125 922 $ 1,432
Aggressive Growth Stock.................... 1.529999 569 870 3.188266 1,734 5,529
International Equity....................... 1.374484 286 394 1.649102 1,281 2,113
Growth and Income Stock.................... 1.429760 208 298 1.525144 1,216 1,854
Index 500 Stock............................ 1.527085 454 693 2.413788 1,971 4,757
Money Market............................... 1.090643 1,844 2,011 2.241420 1,123 2,517
Balanced................................... 1.334426 786 1,049 4.805896 1,347 6,476
Select Bond................................ 1.161454 39 45 6.200523 183 1,134
High Yield Bond............................ 1.326020 56 74 1.393713 572 797
--------- ---------
Equity................................... 5,808 26,609
Annuity Reserves......................... -- --
--------- ---------
Total Equity............................. $ 5,808 $ 26,609
--------- ---------
--------- ---------
</TABLE>

B-10

<PAGE>

ACCOUNTANTS' LETTER

PRICE WATERHOUSE LLP

REPORT OF INDEPENDENT ACCOUNTANTS

To The Northwestern Mutual Life Insurance Company and
Contract Owners NML Variable Annuity Account A

In our opinion, the accompanying combined statement of assets and liabilities
and the related combined and separate statements of operations and changes in
equity present fairly, in all material respects, the financial position of NML
Variable Annuity Account A and the Index 500 Stock Division, Growth Stock
Division, Growth and Income Stock Division, Aggressive Growth Stock Division,
International Equity Division, Select Bond Division, High Yield Bond Division,
Money Market Division and the Balanced Division thereof at December 31, 1996,
the results of their operations and the changes in their equity for the year
then ended and for each of the other periods presented, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of The Northwestern Mutual Life Insurance Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included direct confirmation of the number of
shares owned at December 31, 1996 with Northwestern Mutual Series Fund, Inc.,
provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP

Milwaukee, Wisconsin
January 22, 1997

B-11

<PAGE>

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.

The consolidated statement of financial position and the related
consolidated summary of operations, statement of general contingency reserve and
statement of cash flows for year ended December 31, 1996, will be filed by
amendment.

The accompanying notes are an integral
part of the financial statements

B-12

<PAGE>

TABLE OF CONTENTS

PAGE
----

DISTRIBUTION OF THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . B-2

DETERMINATION OF ANNUITY PAYMENTS. . . . . . . . . . . . . . . . . . . . . . B-2
Amount of Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . B-2
Annuity Unit Value. . . . . . . . . . . . . . . . . . . . . . . . . . . B-3
Illustrations of Variable Annuity Payments. . . . . . . . . . . . . . . B-3

VALUATION OF ASSETS OF THE ACCOUNT . . . . . . . . . . . . . . . . . . . . . B-4

TRANSFERABILITY RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . B-4

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-4

FINANCIAL STATEMENTS OF THE ACCOUNT. . . . . . . . . . . . . . . . . . . . . B-5
(for year ended December 31, 1996)

REPORT OF INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . .B-11
(for year ended December 31, 1996)

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE . . . . . . . . . . . . . .B-12
(for the three years ended December 31, 1996)

REPORT OF INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . .B-__
(for the three years ended December 31, 1996)

B-13
<PAGE>

PART C
OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial statements of NML Variable Annuity Account A and
The Northwestern Mutual Life Insurance Company are included in
the Statement of Additional Information.

NML VARIABLE ANNUITY ACCOUNT A
(for year ended December 31, 1996)
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 (to be filed by
amendment)
(for the three years ended December 31, 1996)
Consolidated Statement of Financial Position
Consolidated Summary of Operations
Consolidated Statement of General Contingency Reserve
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Accountants

(b) Exhibits

EX-99.B10 Opinion and Consent of John M. Bremer,
Senior Vice President, General Counsel and
Secretary of The Northwestern Mutual Life
Insurance Company.
EX-99.B11 Consent of Price Waterhouse LLP.

The following exhibits were filed in electronic format with Post-Effective
Amendment No. 6 on Form N-4 for NML Variable Annuity Account A, File No. 33-
58476, CIK 0000790162, dated November 13, 1995, and are incorporated herein by
reference:
EX-99.B1 Restated Articles of Incorporation of The
Northwestern Mutual Life Insurance Company.
EX-99.B2 By-Laws of The Northwestern Mutual Life
Insurance Company.
EX-99.B9 Form of Variable Annuity Front Load Contract
- Form QQV.ACCT.A. (0196) (sex neutral).
EX-99.B9(a) Form of Variable Annuity Back Load Contract -
Form QQV.ACCT.A. (0196) (sex neutral).
EX-99.B9(b) Form of Variable Annuity Front Load and Back
Load Contract Payment Rate Tables - Form
QQV.ACCT.A.B. (0196) (sex distinct).

The following exhibit, previously filed with the Registration Statement on
Form S-1 for NML Variable Annuity Account A, File No. 2-94234, dated November 6,
1984, is incorporated herein by reference and is herein restated in electronic
format:

C-1

<PAGE>

EX-99(b) Resolution of the Board of Trustees of The
Northwestern Mutual Life Insurance Company
creating the Account and resolution of the
Executive Committee designating the Account
"NML Variable Annuity Account A".

The following exhibit, previously filed with Amendment No. 1 to Form N-8B-2
for NML Variable Annuity Account B, File No. 811-1668, dated December 19, 1968,
is incorporated herein by reference and is herein restated in electronic format:

A3A Agreement dated October 3, 1968 between The
Northwestern Mutual Life Insurance Company
and NML Equity Services, Inc., k/n/a
Northwestern Mutual Investment Services, Inc.
(distribution contract).

Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The following lists include all of the Trustees, executive officers and
other officers of The Northwestern Mutual Life Insurance Company as of February
1, 1997, without regard to their activities relating to variable annuity
contracts or their authority to act or their status as "officers" as that term
is used for certain purposes of the federal securities laws and rules
thereunder.

TRUSTEES

Name Business Address
- ---- ----------------

R. Quintus Anderson Aarque Capital Corporation
111 West Second Street
Jamestown, NY 14701

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
P.O. Box 727
Appleton, WI 54912

Robert E. Carlson The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202

George A. Dickerman Spalding Sports Worldwide
425 Meadow Street
P.O. Box 901
Chicopee, MA 01021-0901

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<PAGE>

Thomas I. Dolan A.O. Smith Corporation
P.O. Box 23971
Milwaukee, WI 53223-0971

Pierre S. du Pont Richards, Layton and Finger
1 Rodney Square
Wilmington, DE 19801

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 87501

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

Patricia Albjerg Graham 420 Gutman
Graduate School of Education
Harvard University
Cambridge, MA 02138

Stephen F. Keller The Santa Anita Companies
P.O. Box 60014
Arcadia, CA 91066-6014

Barbara A. King Landscape Structures, Inc.
601-7th Street South
Delano, MN 55328

J. Thomas Lewis Monroe & Lemann
Suite 3300
210 St. Charles Avenue
New Orleans, LA 70170

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

C-3

<PAGE>

Donald J. Schuenke The Northwestern Mutual
Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202

H. Mason Sizemore, Jr. The Seattle Times
P.O. Box 70
Seattle, WA 98111

Harold Byron Smith, Jr. Illinois Tool Works, Inc.
3600 West Lake Avenue
Glenview, IL 60625-5811

Sherwood H. Smith, Jr. Carolina Power & Light Company
P.O. Box 1551
Raleigh, NC 27602

John E. Steuri 52 River Ridge Road
Little Rock, AR 72227-1518

John J. Stollenwerk Allen-Edmonds Shoe Corporation
201 East Seven Hills Road
P.O. Box 998
Port Washington, WI 53074-0998

Barry L. Williams Williams Pacific Ventures, Inc.
1200 Bayhill Drive, Suite 300
San Bruno, CA 94066

Kathryn D. Wriston 870 United Nations Plaza
Apartment 23-A
New York, NY 10017

EXECUTIVE OFFICERS

Name Title
- ---- -----

Deborah A. Beck Senior Vice President
William H. Beckley Vice President
Robert J. Berdan Vice President
John M. Bremer Senior 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 W. Ehrenstrom Senior 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

C-4

<PAGE>

Susan A. Lueger Vice President
Meridee J. Maynard Vice President
Donald L. Mellish Vice President
Bruce L. Miller Senior Vice President
Gregory C. Oberland Vice President
Barbara F. Piehler Vice President
James F. Reiskytl Vice President
Virgil L. Renne, Jr. Vice President - Employer Product Marketing
Mason G. Ross Senior Vice President
John E. Schlifske Vice President
Leonard F. Stecklein Vice President - Policyowner Services
Frederic H. Sweet Senior Vice President
Dennis Tamcsin Senior Vice President
Martha M. Valerio Vice President
W. Ward White Vice President
Walt J. Wojcik Senior Vice President
Edward J. Zore Executive Vice President

OTHER OFFICERS

Name Title
- ---- -----

John M. Abbott Associate Director - Benefits Research
Ronald C. Alberts Associate Director-Public Markets
Maria J. Avila Assistant Controller
Michael J. Backus Associate Director of Information Systems
Jerome R. Baier Vice President
John E. Bailey Senior Actuary
Nicholas H. Bandow Assistant Director-Information Systems
Lynn F. Bardele Director - Corporate Services
Walter L. Barlow Assistant Director of Education
David A. Barras Associate Director
Bradford P. Bauer Assistant Director - Advanced Marketing
James M. Baumgartner Officer - Underwriting Standards & Services
Beth M. Berger Assistant General Counsel & Assistant
Secretary
James L. Bergschneider Director - Underwriting Services
Frederick W. Bessette Assistant General Counsel & Asst. Secretary
Carrie L. Bleck Assistant Director
D. Rodney Bluhm Assistant General Counsel
Donald T. Bobbs Associate Director
Timothy J. Bohannon Vice President
Margaret Bowe Bonvicini Associate Director - Employment & Affirmative
Action
Willette Bowie Employee Relations Director
Mark C. Boyle Assistant General Counsel & Asst. Secretary
Martin R. Braasch Director - Underwriting Standards & Services
Patricia R. Braeger Assistant Director - Information Systems
Mary P. Buczynski Assistant Director
William J. Buholzer Employee Relations Director
Michael S. Bula Assistant General Counsel

C-5

<PAGE>

Jerry C. Burg Associate Director - Field Benefits
Gregory B. Bynan Director - Corporate Services
Kim M. Cafaro Assistant General Counsel & Asst. Secretary
Shanklin B. Cannon, M.D. Medical Director - Life Products/Research
Terese J. Capizzi Actuarial Products Officer
Kurt P. Carbon Assistant Regional Director
Thomas A. Carroll Director - Common Stock Division
Michael G. Carter Assistant General Counsel & Asst. Secretary
William W. Carter Associate Actuary
John E. Caspari Assistant Director - Advertising & Corporate
Information
Walter J. Chossek Associate Controller
Thomas R. Christenson Director - Employer Product Services
J. Thomas Christofferson Vice President
Eric P. Christophersen Associate Director
David D. Clark Director - Real Estate Investments
Alan E. Close Associate Controller
Carolyn M. Colbert Assistant Director - New Business
Timothy S. Collins Director
Margaret Winter Combe Director - Corporate Development
Virginia A. Corwin Assistant Director - New Business
Barbara E. Courtney Associate Director
J. Scott Craig Associate Director
Larry A. Curran Actuarial Administrative Officer
Daniel G. Cuske Associate Director - Fixed Income
Brian H. Davidson Associate Director
Thomas H. Davis Associate Director - Information Systems
Jefferson V. De Angelis Vice President - Fixed Income
Nicholas De Fino Assistant Director
David J. Derfus Assistant Controller
Carol A. Detlaf Director - Annuity Services
John Diliberti Assistant Director - New Business
Joseph Dobering, III Director - Underwriting Standards & Services
Lisa C. Dodd Associate Actuary
Richard P. Dodd Assistant Director
Daniel C. Dougherty Director - Individual Product Marketing
Margaret T. Dougherty Assistant Director - Information Systems
William O. Drehfal Assistant Director - Media Services
Jeffrey S. Dunn Vice President
John E. Dunn Assistant General Counsel & Secretary
Somayajulu Durvasula Assistant Director - Field Financial
James R. Eben Assistant General Counsel and Assistant
Secretary
Christina H. Fiasca Director - Policyowner Services
Zenia J. Fieldbinder Assistant Director - Employer Product
Services
Richard F. Fisher Senior Actuary
Dennis J. Fitzpatrick Director - Advanced Marketing
Jon T. Flaschner Director - Policyowner Services
Donald Forecki Investment Officer
Phillip B. Franczyk Vice President
Stephen H. Frankel Vice President

C-6

<PAGE>

Anne A. Frigo Assistant Director
H. Daniel Gardner Vice President & Insurance Counsel
Richard R. Garthwait Vice President - Field Financial
David L. Georgenson Director - Agent Development
Paulette A. Getschman Assistant Director - Policyowner Services
James W. Gillespie Vice President
Walter M. Givler Director - Corporate Services
Robert K. Gleeson, M.D. Vice President - Medical Director
Mark J. Gmach Assistant Regional Director - Agency
Linda J. Gorens-Levey Associate Director
David Lee Gosse Assistant Director - Disability Benefits
William F. Grady Associate Director of Field Finances
Francis A. Grandelis Assistant Director
John M. Grogan Assistant General Counsel and Assistant
Secretary
Jill M. Grueninger Associate Director
Thomas C. Guay Associate Director
Colleen M. Gunther Investment Officer
Gerald A. Haas Assistant Director - Information Systems
Stanley K. Hall Assistant Director - Policyowner Services
Thomas P. Hamilton Associate Director - Information Systems
Lori A. Hanes Director - Human Resources
William M. Harris Assistant Regional Director - South
Dennis R. Hart Assistant Director - Agent Development
James C. Hartwig Vice President - Advanced Marketing
Paul F. Heaton Assistant General Counsel and Assistant
Secretary
William L. Hegge Associate Director of Telecommunications
Wayne F. Heidenreich Associate Medical Director
Jacquelyn F. Heise Associate Director - Information Systems
Robert L. Hellrood Director - New Business
Herbert F. Hellwig Assistant Director - Individual Annuity
Marketing
Jane A. Herman Assistant Director - Term Upgrade
Gary M. Hewitt Vice President & Treasurer
Donna R. Higgins Assistant Director - Information Systems
David L. Hilbert Investment Officer
Susan G. Hill Assistant Director
Hugh L. Hoffman Assistant Director - Information Systems
Richard S. Hoffmann Director - Audit
Susan M. Hoffmann Life Product Officer
Bruce Holmes Associate Actuary
Cindy L. Jackson Associate Director
James C. Jackson Investment Officer
Meg E. Jansky Assistant Director
Michael D. Jaquint Assistant Actuary
Michael P. Johnson Investment Officer
Dolores A. Juergens Associate Director of Restaurant Operations
Marilyn J. Katz Assistant Director - Medical Consultants
Peter Keehn Investment Officer
John W. Keller Managing Actuary

C-7

<PAGE>

Michael Kelly Assistant Director
Kevin C. Kennedy Assistant Director - Architecture
James B. Kern Regional Director - Central Region
David R. Keuler Associate Director
Carson D. Keyes Vice President
Donald C. Kiefer Vice President
Mark E. Kishler Investment Officer
Allen B. Kluz Director - Field Financial
Beatrice C. Kmiec Assistant Regional Director - East
Daniel C. Knuth Investment Officer
William S. Koch Assistant Regional Director - Agency
A. Kipp Koester Vice President
John L. Kordsmeier Director - Human Resources
Dennis Korjenek, Jr. Director - Fixed Income
Robert J. Kowalsky Assistant Director - Information Systems
Carol L. Kracht Assistant General Counsel & Asst. Secretary
Todd L. Laszewski Assistant Actuary
Patrick J. Lavin Director - Life & Disability Benefits
Patrick W. Lavin Assistant Treasurer & Assistant Secretary
James L. Lavold Associate Director - Meetings
Russell M. Lemken Assistant Director - Consumer Research
Sally Jo Lewis Assistant General Counsel & Asst. Secretary
Mark P. Lichtenberger Assistant Director - LINK Technical Planning
Steven M. Lindstedt Assistant Director - Information Systems
Melissa C. Lloyd Assistant Director
James Lodermeier Assistant Director - Tax Planning
James G. Loduha Director - Asset Management
George R. Loxton Assistant General Counsel & Assistant
Secretary
Mary M. Lucci Director - New Business
Mark J. Lucius Corporate Information Officer
Jeffrey J. Lueken Associate Director
Merrill C. Lundberg Assistant General Counsel & Asst. Secretary
Jon K. Magalska Associate Actuary
Jean M. Maier Director - New Business
Joseph Maniscalco Associate Director - Information Systems
Jeffrey S. Marks Multi Life, Research & Reinsurance
Officer
Steve Martinie Assistant General Counsel & Asst. Secretary
Ted A. Matchulat Actuarial Products Officer
Margaret McCabe Associate Director - Policy Benefits Systems
Richard A. McComb Director - Human Resources
William L. McCown Vice President & Investment Counsel
Paul E. McElwee Assistant General Counsel & Asst. Secretary
James L. McFarland Assistant General Counsel & Secretary
Mary C. McIntosh Assistant Director - Field Financial
Daniel E. McGinley Assistant Director - Management Development
Mark J. McLennon Assistant Director - Advanced Marketing
Robert J. Meiers Ad Valorem Tax Manager
Larry S. Meihsner Assistant General Counsel & Assistant
Secretary

C-8

<PAGE>

Robert G. Meilander Vice President
Kelly H. Mess Investment Officer
Charles L. Messler Director - Natural Gas Sales
Richard E. Meyers Assistant General Counsel
Jay W. Miller Vice President & Tax Counsel
Sara K. Miller Vice President
Tom M. Mohr Director of Policyowner Services - South
Richard C. Moore Associate Actuary
Scott J. Morris Assistant General Counsel and Assistant
Secretary
Sharon A. Morton Investment Officer
Adrian J. Mullin Assistant Director - Individual Product
Marketing
Randolph J. Musil Assistant Director - Advanced Marketing
David K. Nelson Assistant General Counsel
Ronald C. Nelson Director
James J. Nemec Vice President
Karen M. Niessing Assistant Director - Policyowner Services
Donald L. O'Dell Vice President
Daniel J. O'Meara Director - Field Financial
John K. O'Meara Assistant Director - Advanced Marketing
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 Assistant Director - Policyowner Services
Dennis L. Paul Assistant General Counsel
David W. Perez Assistant General Counsel
Judith L. Perkins Assistant General Counsel & Asst. Secretary
Wilson D. Perry Assistant General Counsel & Asst. Secretary
Gary N. Peterson Actuary
John C. Peterson Director of Policyowner Services - West
Harvey W. Pogoriler Assistant General Counsel
Gary A. Poliner Vice President
Randolph R. Powell, M.D. Medical Director
Mark A. Prange Associate Director - Information Systems
David R. Remstad Senior Actuary
David R. Retherford Assistant Director of New Business - Central
Stephen M. Rhode Assistant Director - Qualified Benefits
Robert C. Richardson Investment Officer
Richard R. Richter Vice President
Marcia Rimai Vice President - Litigation Counsel
Michael J. Riordan Assistant General Counsel & Secretary
Kathleen M. Rivera Vice President - Insurance Counsel
Faith B. Rodenkirk Assistant Director - Group Marketing
James S. Rolfsmeyer Assistant Director - Information Systems
Larry R. Roscoe Assistant Director - Compliance
Lora A. Rosenbaum Associate Director
Robert K. Roska Associate Director - Information Systems
Sue M. Roska Director - Systems and Services
Robert M. Ruess Vice President

C-9

<PAGE>

Harry L. Ruppenthal Director of Policyowner Services - East
Stephen G. Ruys Assistant Director - Information Systems
Santo Saliture Associate Director of Advertising & Corporate
Information
Rose Kordich Sasich Assistant Director of Systems
Mary Ann Schachtner Assistant Director - Life Insurance Marketing
Thomas F. Scheer Assistant General Counsel & Asst. Secretary
Carlen A. Schenk Assistant Director
Jane A. Schiltz Director - Individual Product
Emily K. Schleinz Investment Officer
Kathleen H. Schluter Assistant General Counsel & Secretary
Calvin R. Schmidt Assistant Director - Information Systems
Richard A. Schnell Assistant Director - Asset Management
John O. Schnorr Assistant Director
Margaret R. Schoewe Vice President - Information Systems
Todd M. Schoon Assistant Regional Director - Agency
Jeffrey G. Schragin Associate Medical Director
John F. Schroeder Associate Director of Field Office Real
Estate
Melva T. Seabron Director
Norman W. Seguin, II Investment Officer - Ad Valorem Taxes
Catherine L. Shaw Assistant General Counsel & Asst. Secretary
John E. Sheaffer, Jr. Assistant Director - Agent Development
Catherine A. Siebert Investment Officer
Janet Z. Silverman Assistant Director - New Business
Stephen M. Silverman Assistant General Counsel
David W. Simbro Senior Actuary
Eugene R. Skaggs Vice President
Paul W. Skalecki Assistant Actuary
Cynthia S. Slavik Assistant Director - Environmental Engineer
Ignatius L. Smetek Director - Common Stocks
Lois A. Smith Director - Asset Management
Mark W. Smith Assistant General Counsel & Asst. Secretary
Warren L. Smith, Jr. Investment Officer - Architecture
Steven W. Speer Director - Individual Product Marketing
Robert J. Spellman, M.D. Vice President & Chief Medical Director
Barbara J. Stansberry Director - Administrative Services/Medical
Studies
Jason Steigman Investment Product Officer
Bonnie L. Steindorf Director - Department Operations
Karen J. Stevens Assistant General Counsel & Asst. Secretary
Richard A. Strait Vice President
Linda L. Streifender Associate Director - Training &
Communications
Steven J. Stribling Associate Actuary
Stephen J. Strommen Associate Director - Financial Planning
Theodore H. Strupp Assistant Director
Daniel J. Suprenant Director - Group Disability Marketing
Christopher P. Swain Investment Officer
Steven P. Swanson Vice President
Rachel L. Taknint Assistant General Counsel & Asst. Secretary

C-10

<PAGE>

Thomas Talajkowski Assistant Director - Tax
Compliance
William H. Taylor Assistant Director - Advanced Marketing
Paul B. Tews Associate Director - Investment Planning
J. Edward Tippetts Vice President
Susan M. Tompkins Director - Recruitment & Management
Chris J. Torkelson Assistant Director
Thomas W. Towers Associate Director - Public Relations
Linda K. Tredupp Assistant Director - Information Systems
Chris G. Trost Associate Actuary
Julie Van Cleave Director - Common Stock
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
Patricia L. Van Kampen Vice President - Common Stocks
Gloria J. Venski Assistant Director - Disability Benefits
Richard F. Von Haden Director - Real Estate Production
Margaret A. Wainer Assistant Director - Corporate Planning &
Information
William R. Walker Director - Common Stock
Scott E. Wallace Assistant Director - Operations
Hal W. Walter Vice President
Robert J. Waltos Regional Director - Agency
P. Andrew Ware Vice President
Kathleen S. Warner Assistant Director - Asset Management
Mary L. Wehrle-Schnell Associate Director - Information Systems
Daniel T. Weidner Assistant Director - Information Systems
Ronald J. Weir Associate Director - Information Systems
Kenneth D. Weiser Assistant Director - Sales Services
Karen J. Weiss Senior Actuary
Kenneth R. Wentland Assistant Director of Policyowner Services -
East
Sandra D. Wesley Assistant Director of Special Projects
Anna C. Westfall Financial Officer
Charles D. Whittier Assistant Director - Disability Income
Marketing
Catherine A. Wilbert Assistant General Counsel & Secretary
David L. Wild Director - Corporate Services
Jeffrey B. Williams Risk Manager
John K. Wilson Assistant Director - Individual Product
Marketing
Debra C. Wing Investment Officer
Penelope A. Woodcock Associate Director - Benefit Systems
Stanford A. Wynn Assistant Director - Advanced Marketing
Catherine M. Young Assistant General Counsel & 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 Assistant Director
Rick T. Zehner Director - Corporate Planning

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<PAGE>

Patricia A. Zimmermann Investment Officer - Real Estate Systems
Ray Zimmermann Director - LINK Information Network
Philip R. Zweig Director - Technical Support
Robert E. Zysk Director - Tax Compliance

The business addresses for all of the executive officers and other officers is
720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The subsidiaries of The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life"), as of December 31, 1996, are set forth on pages
C-13 and C-14. In addition to the subsidiaries set forth pages on C-13 and C-
14, 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. (the "Fund"), shown on page C-13 as a
subsidiary of Northwestern Mutual Life, is an investment company registered
under the Investment Company Act of 1940, offering its shares to the separate
accounts identified above; and the shares of the Fund 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-12

<PAGE>

NML CORPORATE STRUCTURE*

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%
Northwestern Mutual Life Foundation, Inc. - 100%
NML Corporation - 100%
Standard of America Life Insurance Company - 100%
Saskatoon Centre, Limited (inactive) - 100%
Northwestern Mutual Series Fund, Inc. (and its 9 portfolios) - 100%
MGIC Investment Corporation - 18%. MGIC holds 100% of the voting stock of the
following: Mortgage Guaranty Reinsurance Corporation, MGIC, MGIC Reinsurance
Corporation, MGIC Mortgage Insurance Corporation, and various subsidiaries.
Baird Financial Corporation - 92.22%. Baird Financial Corporation holds 100% of
the voting stock of Robert W. Baird & Co., Incorporated and various
subsidiaries.
Northwestern Mutual Investment Services, Inc. - 100%
The Grand Avenue Corporation - 98.54%
Marina Pacific, Ltd. - 100%
NW Pipeline, Inc. - 100%
NML - Bellevue Corporation - 100%
Solar Resources, Inc. - 100%
NH Corporation (inactive) - 100%
Rocket Sports, Inc. - 100%
Summit Sports, Inc. - 100%
Greenway Sports, Inc. - 100%
Painted Rock Development Corporation - 100%
NML Development Corporation - 100%
Stadium and Arena Management, Inc. - 100%
RE Corporation - 100%
Carlisle Ventures, Inc. - 100%
INV Corp. - 100%
Buffalo Promotions, Inc. - 100%
Park Forest Northeast, Inc. - 100%
NW Greenway #1 - 100%
NW Greenway #9 - 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%
Logan, Inc. - 100% * Includes all NML mutual
Baraboo, Inc. - 100% funds and other corpor-
Mitchell, Inc. - 100% ations of which 50% or
Elizabeth International Sales, Inc. - 100% more of voting power
Sean International Sales, Inc. - 100% controlled by NML
Alexandra International Sales, Inc. - 100% 12-31-96

C-13

<PAGE>

NML CORPORATE STRUCTURE, CONTINUED*

Brian International Sales, Inc. - 100%
Jack International Sales, Inc. - 100%
Brendan International Sales, Inc. - 100%
Justin International FSC, Inc. - 100%
Cass Corporation - 100%
Mason & Marshall, Inc. - 100%
North Van Buren, Inc. - 100%
Northwestern Mutual Life International, Inc. - 100%
White Oaks, Inc. - 100%
Burgundy, Ind. - 100%
Hazel, Inc. - 100%
Maroon, Inc. - 100%
Coral, Inc. - 100%
Russet, Inc. - 100%
Amber, Inc. - 100%
Bradington-Young, Inc. - 50%

* Includes all NML mutual
funds and other corpor-
ations of which 50% or
more of voting power
controlled by NML

12-31-96

C-14

<PAGE>

Item 27. NUMBER OF CONTRACT OWNERS

As of January 31, 1997, 18,006 variable annuity contracts issued in
connection with NML Variable Annuity Account A were outstanding. All such
contracts were issued as contracts for plans qualifying for special treatment
under various provisions of the Internal Revenue Code.

Item 28. INDEMNIFICATION

That portion of the By-laws of Northwestern Mutual Life relating to
indemnification of Trustees and officers is set forth in full in Article VII of
the By-laws of Northwestern Mutual Life, amended by resolution and previously
filed as an exhibit to the Registration Statement.

Item 29. PRINCIPAL UNDERWRITERS

(a) Northwestern Mutual Investment Services, Inc. ("NMIS"), the broker-
dealer subsidiary of Northwestern Mutual Life, may be considered the principal
underwriter currently distributing securities of the Registrant. NMIS is also
co-depositor, and may be considered the principal underwriter, for NML Variable
Annuity Account B and Northwestern Mutual Variable Life Account, separate
investment accounts of Northwestern Mutual Life registered under the Investment
Company Act of 1940 as unit investment trusts. In addition NMIS is the
investment adviser for Northwestern Mutual Series Fund, Inc.

(b) The directors and officers of NMIS are as follows:

Name Position
- ---- --------

Deborah A. Beck 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 President and CEO
Beatrice C. Kmiec Assistant Vice President, Variable Life
Administration
Patrick W. Lavin Assistant Treasurer
Merrill C. Lundberg Secretary
Meridee J. Maynard Vice President, Variable Annuity Administration
and Marketing
Donald Parker Assistant Manager, Office of Supervisory
Jurisdiction
Virgil L. Renne, Jr. Vice President, Variable Life Marketing
Larry R. Roscoe Vice President and Chief Compliance Officer
Ignatius L. Smetek Vice President - Common Stocks
Leonard F. Stecklein Vice President, Sales Support
Steven P. Swanson Vice President

C-15

<PAGE>

Carla A. Thoke Manager, Offfice of Supervisory Jurisdiction
Julie Van Cleave Vice President - Common Stocks
Patricia L. Van Kampen Vice President - Common Stocks
William R. Walker Vice President
Edward J. Zore Director

The address for each director and officer of NMIS is 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202.

(c) During 1996 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 $1,597,402 for sales of
variable annuity contracts, and interests therein, issued in connection with the
Registrant. NMIS received compensation for its investment advisory services
from Northwestern Mutual Series Fund, Inc., the investment company in which
assets of the Registrant are invested.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books or other documents required to be maintained in
connection with the Registrant's operations are maintained in the physical
possession of Northwestern Mutual Life at 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.

Item 31. MANAGEMENT SERVICES

There are no contracts, other than those referred to in Part A or Part
B of this Registration Statement, under which management-related services are
provided to the Registrant and pursuant to which total payments of $5,000 or
more were made during any of the last three fiscal years.

Item 32. UNDERTAKINGS

(a) The Registrant undertakes to file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure that the
audited financial statements in the Registration Statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted.

(b) The Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information.

(c) The Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.

(d) Reference is made to the indemnification provisions disclosed in
response to Item 28. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the

C-16

<PAGE>

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.

C-17

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, the Registrant, NML Variable
Annuity Account A, has duly caused this Registration Statement to be signed on
its behalf, in the City of Milwaukee, and State of Wisconsin, on the 27th day of
February, 1997.

NML VARIABLE ANNUITY ACCOUNT A
(Registrant)

By THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)

Attest: JOHN M. BREMER By: JAMES D. ERICSON
------------------------- -------------------------
John M. Bremer, Senior Vice James D. Ericson, President
President, General Counsel and Chief Executive Officer
and Secretary

As required by the Securities Act of 1933, this Registration Statement
has been signed by the depositor on the 27th day of February, 1997.

THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities with the depositor
and on the dates indicated:

Signature Title
- --------- -----

Trustee, President and
JAMES D. ERICSON Principal Executive and
- ------------------------- Financial Officer
James D. Ericson

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

HAROLD B. SMITH* Trustee Dated
- ------------------------- February 27, 1997
Harold B. Smith

C-18

<PAGE>

J. THOMAS LEWIS* Trustee
- -------------------------
J. Thomas Lewis

PATRICIA ALBJERG GRAHAM* Trustee
- -------------------------
Patricia Albjerg Graham*

DONALD J. SCHUENKE* Trustee
- -------------------------
Donald J. Schuenke

R. QUINTUS ANDERSON* Trustee
- -------------------------
R. Quintus Anderson

STEPHEN F. KELLER* Trustee
- -------------------------
Stephen F. Keller

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

J. E. GALLEGOS* Trustee Dated
- ------------------------- February 27, 1997
J. E. Gallegos

THOMAS I. DOLAN* Trustee
- -------------------------
Thomas I. Dolan

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-19

<PAGE>

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, JR.* Trustee
- -------------------------
H. Mason Sizemore, Jr.

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

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

GUY A. OSBORN* Trustee Dated
- ------------------------- February 27, 1997
Guy A. Osborn

JOHN E. STEURI* Trustee
- -------------------------
John E. Steuri

STEPHEN N. GRAFF* Trustee
- -------------------------
Stephen N. Graff

BARBARA A. KING* Trustee
- -------------------------
Barbara A. King

*By: JAMES D. ERICSON
- -------------------------
James D. Ericson,
Attorney in Fact,
pursuant to the
Power of Attorney
attached hereto

C-20

<PAGE>

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, 1996 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 24th day of July, 1996.

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-21

<PAGE>

THOMAS I. DOLAN Trustee
-------------------------
Thomas I. Dolan

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.

C-22

<PAGE>

GUY A. OSBORN Trustee
-------------------------
Guy A. Osborn

DONALD J. SCHUENKE Trustee
-------------------------
Donald J. Schuenke

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

C-23
<PAGE>

EXHIBIT INDEX
EXHIBITS FILED WITH FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FOR
NML VARIABLE ANNUITY ACCOUNT A

Exhibit Number Exhibit Name
- -------------- ------------

EX-99.B10 Opinion and Consent of John M. Bremer, Esq.

EX-99.B11 Consent of Price Waterhouse LLP.

EX-99.B1 Restated Articles of Incorporation of The
Northwestern Mutual Life Insurance Company.

EX-99.B2 By-Laws of The Northwestern Mutual Life Insurance
Company.

EX-99.B9 Form of Variable Annuity Front Load Contract -
Form QQV.ACCT.A. (0196) (sex neutral).

EX-99.B9(a) Form of Variable Annuity Back Load Contract - Form
QQV.ACCT.A. (0196) (sex neutral).

EX-99.B9(b) Form of Variable Annuity Front Load and Back Load
Contract Payment Rate Tables - Form QQV.ACCT.A.B.
(0196) (sex distinct).

The following documents, previously included in the Registration Statement and
amendments thereto, are incorporated herein by reference and are herein restated
in electronic format:

EX-99(b) Resolution of the Board of Trustees of The
Northwestern Mutual Life Insurance Company
creating the

<PAGE>

Account and resolution of the Executive Committee
designating the Account "NML Variable Annuity
Account A".

A3A Distribution Contract.

<PAGE>

EX-99.B10

February 27, 1997

Board of Trustees
The Northwestern Mutual Life
Insurance Company
Milwaukee, WI 53202

Gentlemen:

As Senior Vice President, General Counsel and Secretary of The Northwestern
Mutual Life Insurance Company (the "Company") I have general supervision of the
Law Department of such Company and its legal affairs. In such capacity I have
supervised the corporate proceedings relating to the operation of NML Variable
Annuity Account A (the "Account") pursuant to the provisions of the Wisconsin
Statutes and the issuance and proposed issuance in connection therewith of
variable annuity contracts (the "Contracts"). I have also participated in the
preparation of the Registration Statement on Form N-4 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933 with respect to the Contracts. In addition, I have
examined such other documents and such questions of law as, in my judgment, are
necessary or appropriate for purposes of this opinion. Based on the foregoing,
it is my opinion that:

1. The Company is a duly organized and validly existing mutual life
insurance corporation under the laws of the State of Wisconsin, duly
authorized under such laws to issue and sell life insurance and
annuity contracts.

2. The Account is a separate account of the Company duly created and
validly existing pursuant to Wisconsin law.

3. The issuance and sale of the Contracts have been duly authorized by
the Company and duly approved by the Commissioner of Insurance of the
State of Wisconsin. When issued and sold in compliance with
applicable local law and in the manner stated in the Prospectus
constituting a part of the Registration Statement, the Contracts will
be valid and legally binding obligations of the Company in accordance
with their terms.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

JOHN M. BREMER

John M. Bremer

<PAGE>

EX-99.B11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this registration statement on Form N-4 (the "Registration
Statement") of our report dated January 22, 1997, relating to the financial
statements of NML Variable Annuity Account A, which appears in such Statement of
Additional Information, and to the incorporation by reference of such report
into the Prospectus which constitutes part of this Registration Statement. We
also consent to the reference to us under the heading "Experts" in such
Statement of Additional Information.

PRICE WATERHOUSE LLP

Milwaukee, Wisconsin
February 27, 1997

<PAGE>

EX-99(b)

February 14, 1968

BE IT RESOLVED by the Board of Trustees of The Northwestern Mutual Life
Insurance Company (herein called the "Company") that:

1. The Company shall and does hereby establish a separate account in
accordance with the provisions of Section 206.385 of the Wisconsin Statutes of
1965, as amended by Chapter 338, Wisconsin Laws of 1967 (herein called
"Northwestern Mutual Variable Annuity Account A" or "Account A") to facilitate
the issuance of such variable annuity contracts as may be eligible for certain
Federal income tax benefits under Sections 401 and 403 of the Internal Revenue
Code of 1954, as amended, and as may be included in Account A without requiring
that Account A be registered under the Investment Company Act of 1940 as such
Act, or the rules, regulations or interpretations thereunder may exist on the
date hereof or as subsequently amended (herein called "Contracts"); the amounts
paid to the Company in connection with the Contracts, less stated amounts as set
forth therein, shall be allocated to Account A; the income, if any, and gains or
losses, realized or unrealized, of Account A shall be credited to or charged
against the amount so allocated to Account A in accordance with the terms and
conditions of the Contracts without regard to the other income, gains, or losses
of the Company; and the assets thereof shall not be chargeable with any
liabilities arising out of any other separate account or any other business of
the Company; $50,000,000 offering price of the Contracts or such lesser amount
as may be designated by the Chairman of the Board or the President of the
Company shall be registered for sale under the Securities Act of 1933; and the
officers of the Company are hereby authorized and directed to take all action
necessary or desirable to comply with the Securities Act of 1933 and other
applicable state and federal laws in connection with offering the Contracts for
sale and operation of Account A, including without limitation, the filing of
registration statements, and amendments and exhibits thereto, and securing such
exemptions from such state and federal laws as they deem advisable.

2. The Company shall and does hereby establish a separate account in
accordance with the provisions of Section 206.385 of the Wisconsin Statutes of
1965 as amended by Chapter 338, Wisconsin Laws of 1967 (herein called
"Northwestern Mutual Variable Annuity Account B" or "Account B") to facilitate
the issuance of such variable annuity contracts as may be eligible for certain
Federal income tax benefits under Sections 401 and 403 of the Internal Revenue
Code of 1954, as amended, and the inclusion of which variable annuity contracts
in Account B will require that Account B be registered under the Investment
Company Act of 1940 (herein called "1940 Act Contracts") provided, however, that
nothing contained herein shall preclude use of Account B for Contracts
authorized for inclusion in Account A and the officers of the Company are hereby
authorized to include in Account B any or all such contracts as they deem
desirable (which Contracts, if included in Account B, instead of Account A, are
likewise referred to as "1940 Act Contracts"); the amounts paid to the Company

<PAGE>

-2-

in connection with the 1940 Act Contracts, less stated amounts as set forth
therein, shall be allocated to Account B; the income, if any, and gains or
losses, realized or unrealized, of the account shall be credited to or charged
against the amount so allocated to Account B in accordance with the terms and
conditions of the 1940 Act Contracts without regard to the other income, gains,
or losses of the Company and the assets thereof shall not be chargeable with any
liabilities arising out of any other separate account or any other business of
the Company; amounts paid to the Company in connection with the 1940 Act
Contracts and allocated to Account B shall be invested in shares of a
diversified open-end management company which shall be organized pursuant to the
authority contained hereinafter in these resolutions (herein called the "mutual
fund") at the net asset value of such shares, except that other securities may
be substituted for the shares of the Mutual Fund as provided in the 1940 Act
Contracts, and the Company shall make appropriate arrangements with the Mutual
Fund for the purchase by Account B of shares of the Mutual Fund at the net asset
value thereof; Account B shall be registered as a unit investment trust under
the Investment Company Act of 1940; $50,000,000 offering price of the contracts
or such lesser amount as may be designated by the Chairman of the Board or
President of the Company shall be registered for sale under the Securities Act
of 1933; and the officers of the Company are hereby authorized and directed to
take all action necessary or desirable to comply with the Investment Company Act
of 1940 and the Securities Act of 1933 and other applicable state and federal
laws in connection with offering the 1940 Act Contracts for sale and operation
of Account B, including, without limitation, the filing of registration
statements, and amendments and exhibits thereto and the securing of such
exemptions from such state and federal laws as they deem advisable.

3. The officers of the Company are authorized and directed to take such
action as may be necessary or desirable to organize and establish a corporation
(herein called the "mutual fund") under the laws of such state as such officers
may determine upon the advise of counsel with authorized capital of not to
exceed $100,000,000 to subscribe and acquire, subject to the general direction
of the Finance Committee, shares of stock of the Mutual Fund and to cause the
Mutual Fund to meet the requirements of the Investment Company Act of 1940 and
to operate as a diversified open-end management company as that term is defined
in the Investment Company Act of 1940 and a regulated investment company as that
term is defined in the Internal Revenue Code of 1954 including, without
limitation, the authority, subject to approval of the Finance Committee, to
designate Officers or Trustees of the Company as well as other persons who are
unaffiliated with the Company, to serve as directors of such Mutual Fund and to
vote the shares of stock owned by the Company for such purposes.

4. The officers of the Company are authorized and directed to take such
action as shall be necessary or desirable to organize and establish as a
wholly-owned subsidiary of the Company, a corporation under the laws of the
State of Wisconsin, which corporation shall have general power to act as
principal underwriter for and/or broker-dealer with respect to the variable
annuity contracts authorized by these resolutions and the shares of the Mutual
Fund in accordance with the conditions and requirements of the Securities
Exchange Act of 1934 and other applicable state and federal laws and to act as
investment adviser to any separate account established by the Company, to the
Mutual Fund or any other investment company, shares of which have been acquired
by the Company, including any separate account thereof; to cause such subsidiary
corporation to be qualified under applicable state and federal laws to engage in
such activities and to join such national securities organizations as they deem
advisable; to invest not in excess of $40,000 and such additional amounts as may
be authorized, from time to time, by the Finance Committee in the shares of the
capital stock of such subsidiary; to cause the designation of such persons as
may be selected by the Finance Committee as the initial board of directors of
the subsidiary and to make appropriate arrangements with the Company and its
agents to qualify such agents as associated persons under the provisions of the
Securities Exchange Act of 1934, and to distribute the variable annuity
contracts authorized by these resolutions.

<PAGE>

-3-

5. The Chairman of the Board and President of the Company and other
officers of the Company are authorized and directed, under such directions as
may be specified, from time to time, by the Executive Committee to execute and
deliver such instruments and to do such acts and things as may be necessary or
desirable to carry out the purpose and intent of the foregoing resolutions in
the form or substantially the form as adopted, including, without limitation,
determination of the terms and conditions of the variable annuity contracts
authorized by these resolutions; determination of the state or states in which
appropriate action shall be taken to obtain the requisite qualification,
registration and/or authorization for the sale of such contracts as such
officers may deem advisable; performance on behalf of the Company of any and all
such acts as they may deem necessary or advisable to comply with applicable
securities, insurance and other laws of any such states and in connection
therewith to execute and file all requisite documents, including, but not
limited to, contracts, applications, reports, surety bonds, and irrevocable
consents and appointments of attorneys for service of process; and execution of
such contracts on behalf of the Company as may be necessary or desirable to
efficiently engage in the sale and distribution of variable annuity contracts
including, without limitation, such contracts for custodial, safekeeping,
transfer, accounting, legal or disbursing services as may be necessary or
desirable. The execution by such officers of any document or the performance of
any act in connection with the foregoing matters shall conclusively establish
their authority therefor from the Company and the approval and ratification by
the Company of the documents so executed and the action so taken.

6. The authority of the Executive Committee, pursuant to the power
granted to it under Article V of the By-Laws of the Company, to revise, amend or
repeal the foregoing resolutions or any portion thereof and the authority of the
Finance Committee, pursuant to the power granted to it under Article VI of the
By-Laws of the Company to determine the investment policy for Account A, is
hereby confirmed.

<PAGE>

EXHIBIT A3A

AGREEMENT

THIS AGREEMENT entered into this 3rd day of October, 1968, by and between
The Northwestern Mutual Life Insurance Company, a mutual life insurance company
organized under the laws of the State of Wisconsin, having its principal office
at 720 E. Wisconsin Avenue, Milwaukee, Wisconsin (the "Company") and NML Equity
Services, Inc., a Wisconsin corporation, having its principal office at 720 E.
Wisconsin Avenue, Milwaukee, Wisconsin (the "Broker").

WHEREAS, the Company is engaged in the issuance of individual life
insurance policies and annuity contracts, pursuant to insurance laws in the
District of Columbia and in all states of the United States except Hawaii and
Alaska through its licensed life insurance agents (including General Agents,
District Agents, Field Directors, Special Agents, Soliciting Agents and Emeritus
Agents) and desires to issue and sell variable annuity contracts (the
"Contracts") through all or some of the same persons; and

WHEREAS, the Contracts may be deemed to be securities under the Securities
Act of 1933, and applicable state laws, and the sale of such securities may be
deemed to be through an instrumentality of interstate commerce within the
meaning of Section 15(a) of the Securities Exchange Act of 1934 (the "Act"); and

WHEREAS, the Broker is a wholly-owned subsidiary of the Company, is
registered as a broker-dealer under Section 15(b) of the Act and is a member of
the National Association of Securities Dealers, Inc. ("NASD"); and

WHEREAS, it is the desire of the parties hereto to enter into an agreement
pursuant to which the agents of the Company who are to be involved in the sale
of Contracts will be associated persons of the Broker, which will be responsible
for selecting, training, and supervising them for that purpose, all as more
particularly described herein.

THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1. The Company will supply to the Broker the names of agents who indicate
a willingness to sell the Contracts.

2. The Broker will, after careful investigation, select the agents who
are to be trained and qualified to make such sales, will train such agents in
the sale of variable annuity contracts and will use its best efforts to qualify
such agents under federal and state laws to engage in the sale of the Contracts.
Agents so trained and qualified ("Agents") will be "associated persons" of the
Broker under Section 15(b) of the Act and applicable requirements of NASD and,
in addition to all other requirements for such qualification, will be required
to comply with applicable examination requirements before being permitted to
engage in the sale of Contracts.

3. Upon qualification of an Agent under applicable federal and state
laws, this fact will be certified in writing to the Company by the Broker.

4. Prior to permitting any Agent to sell the Contracts, the Company, the
Broker and the Agent will enter into a mutually satisfactory agreement pursuant
to which the Agent will acknowledge that he will be an associated person of
Broker in connection with his selling

<PAGE>

-2-

activities related to the Contracts, that such activities will be under the
supervision and control of the Broker and the supervisor designated by the
Broker, and that the Agent's right to continue to sell the Contracts is subject
to his continued compliance with such agreement and the rules and procedures
established by the Broker.

5. The Broker will fully comply with the requirements of NASD and of the
Act and will establish such rules and procedures as may be necessary to
supervise diligently the securities activities of the Agents. Upon request by
the Broker, the Company will furnish or require the Agents to furnish (at the
Company's or the Agent's expense) such appropriate records as may be necessary
to insure such diligent supervision.

6. In the event any Agent fails or refuses to submit to supervision of
the Broker in accordance with this Contract, or otherwise fails to meet the
rules and standards imposed by the Broker on its associated persons, the Broker
shall certify such fact to the Company and shall immediately notify such Agent
that he is no longer authorized to sell the Contracts, and the Broker and the
Company shall take whatever additional action may be necessary to terminate the
sales activities of such Agent relating to the Contracts.

7. It is contemplated that all or some of the General Agents of the
Company will become qualified as associated persons of the Broker and in that
capacity will supervise the selling activities of Agents under agreement with
them relating to the Contracts. In the event any such general Agent shall fail
or refuse to provide such supervision to the satisfaction of the Broker, the
Broker (with the cooperation of the Company) shall furnish a qualified person to
perform such supervision or, if the Broker is unable to furnish proper
supervision, the authority of the unsupervised Agents to sell the Contracts
shall be withdrawn.

8. Commissions payable to Agents in connection with sales of the
Contracts shall be paid by the Company to the Agents through the General Agents
or otherwise under the Company's usual agency contracts, and nothing contained
herein shall obligate the Broker to pay any commissions or other remuneration to
the Agents or to reimburse any such Agents for expenses incurred by them, nor
shall the Broker have any interest whatsoever in any commissions or other
remuneration payable to Agents by the Company. Commissions so paid by the
Company shall be appropriately reflected in the books and records maintained by
or on behalf of the Broker.

9. The Broker will assume full responsibility for the sales activities of
the Agents relating to the Contracts and for initial and continued compliance by
itself and Agents with applicable rules of NASD and federal and state securities
laws, and in connection therewith may demand and receive such assurances from
the Company as it deems appropriate demonstrating compliance with the Securities
Act of 1933 and the Investment Company Act of 1940.

10. The Broker may request that all or some of the books and records
required to be maintained by it, as a registered broker-dealer, in connection
with the sale of the Contracts, be prepared and maintained by the Company as
agent for the Broker. The Company agrees that such books and records are the
property of the Broker, will be made and preserved in accordance with Rules
17a-3 and 17a-4 under the Act, and will be subject to examination by the
Securities and Exchange Commission in accordance with Section 17(a) of the Act.

11. In payment of the services to be performed under this Agreement, the
Company shall pay the Broker an annual fee based upon the Broker's actual
expenses incurred in the performance of such services or reasonably and properly
allocated thereto, as certified to the

<PAGE>

-3-

Company by the Broker or, at the option of the Company, by an independent public
accounting firm selected by the Company.

12. This Agreement may not be assigned by either party except by mutual
consent and shall continue for a period of one year and from year to year
thereafter subject to termination by either party at any time upon 60 days
written notice to the other party and to the Securities and Exchange Commission,
except that in the event the Broker shall cease to be a registered broker-dealer
under the Act, this Agreement shall immediately terminate.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

THE NORTHWESTERN MUTUAL LIFE
ATTEST: INSURANCE COMPANY

W.B. MINEHAN By F.E. FERGUSON
- ----------------------------------- ----------------------------------
W.B. Minehan, Secretary F.E. Ferguson, President

ATTEST: NML EQUITY SERVICES, INC.

MICHAEL J. JONES By DONALD H. WINDFELDER
- ----------------------------------- ----------------------------------
Michael J. Jones, Secretary Donald H. Windfelder, President