NML VARIABLE ANNUITY ACCOUNT A, N-4, 1999-02-25

NML VARIABLE ANNUITY ACCOUNT A
N-4, 1999-02-25

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<PAGE>
Registration No. 333-_____

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, Executive 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price per Offering Registration
Registered Registered Unit Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Variable Annuity See Note 1 See Note 1 $100,000,000 $27,800
Contracts
- --------------------------------------------------------------------------------
</TABLE>
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. 333-22455

<PAGE>

NML VARIABLE ANNUITY ACCOUNT A
- -------------------------------------------------------------------------------
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
N-4, Part A Heading in
Item Prospectus
- ----------- ----------
<C> <C>
1 . . . . . . . . . . Cover Page
2 . . . . . . . . . . Index of Special Terms
3 . . . . . . . . . . Expense Table
4 . . . . . . . . . . Accumulation Unit Values, Financial Statements
5 . . . . . . . . . . The Company, NML Variable Annuity Account A, The Funds
6 . . . . . . . . . . Deductions, Distribution of the Contracts
7 . . . . . . . . . . The Contracts, Owners of the Contracts, Application of
Purchase Payments, Transfers Between Divisions and
Payment Plans, Substitution and Change
8 . . . . . . . . . . Variable Payment Plans, Description of Payment Plans, Amount of
Annuity Payments, Maturity Benefit, Assumed Investment Rate,
Transfers Between Divisions and Payment Plans
9 . . . . . . . . . . Death Benefit
10 . . . . . . . . . . Amount and Frequency, Application of Purchase Payments,
Net Investment Factor, Distribution of the Contracts
11 . . . . . . . . . . Withdrawal Amount, Deferment of Benefit Payments, Right to
Examine Contract
12 . . . . . . . . . . Federal Income Taxes
13 . . . . . . . . . . Not Applicable
14 . . . . . . . . . . Table of Contents for Statement of Additional Information
</TABLE>

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

<TABLE>
<CAPTION>
N-4, Part B Heading in Statement
Item of Additional Information
- ----------- -------------------------
<C> <S>
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
</TABLE>
<PAGE>
April 30, 1999

[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)

Northwestern Mutual Series Fund, Inc. and
Russell Insurance Funds

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

PROSPECTUS

<PAGE>

CONTENTS FOR THIS PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROFILE . . . . . . . . . . . . . . . . . . . . . .i-iv
PROSPECTUS . . . . . . . . . . . . . . . . . . . . . .1
NML Variable Annuity Account A. . . . . . . . . . .1
INDEX OF SPECIAL TERMS . . . . . . . . . . . . . . . .2
EXPENSE TABLE. . . . . . . . . . . . . . . . . . . . .2
ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . .5
THE COMPANY. . . . . . . . . . . . . . . . . . . . . .8
NML VARIABLE ANNUITY
ACCOUNT A . . . . . . . . . . . . . . . . . . . . .8
THE FUNDS. . . . . . . . . . . . . . . . . . . . . . .8
THE CONTRACTS. . . . . . . . . . . . . . . . . . . . .9
Purchase Payments Under the Contracts. . . . . . .9
Amount and Frequency . . . . . . . . . . . . . .9
Application of Purchase Payments . . . . . . . .9
Net Investment Factor. . . . . . . . . . . . . . .9
Benefits Provided Under the
Contracts. . . . . . . . . . . . . . . . . . . 10
Withdrawal Amount. . . . . . . . . . . . . . 10
Death Benefit. . . . . . . . . . . . . . . . 10
Maturity Benefit . . . . . . . . . . . . . . 10
Variable Payment Plans . . . . . . . . . . . . 10
Description of Payment Plans . . . . . . . . 10
Amount of Annuity Payments . . . . . . . . . 10
Assumed Investment Rate. . . . . . . . . . . 11
Additional Information . . . . . . . . . . . . 11
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Transfers Between Divisions and
Payment Plans. . . . . . . . . . . . . . . . . . . . 11
Gender-Based Annuity Payment
Rates. . . . . . . . . . . . . . . . . . . 11
Owners of the Contracts. . . . . . . . . . . 12
Disability Provision . . . . . . . . . . . . 12
Deferment of Benefit Payments. . . . . . . . 12
Dividends. . . . . . . . . . . . . . . . . . 12
Substitution and Change. . . . . . . . . . . 12
Fixed Annuity Payment Plans. . . . . . . . . 12
Financial Statements . . . . . . . . . . . . 12
THE GUARANTEED INTEREST FUND . . . . . . . . . . . . 13
FEDERAL INCOME TAXES . . . . . . . . . . . . . . . . 13
Contribution Limits. . . . . . . . . . . . . . . 13
Taxation of Contract Benefits. . . . . . . . . . 13
Taxation of Northwestern Mutual Life . . . . . . 14
DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . 14
Contracts Issued Prior to
March 31, 1995 . . . . . . . . . . . . . . . . 15
Contracts Issued Prior to
December 17, 1981. . . . . . . . . . . . . . . 16
Reduced Charges for Exchange
Transactions . . . . . . . . . . . . . . . . . 16
DISTRIBUTION OF THE
CONTRACTS. . . . . . . . . . . . . . . . . . . . . 16
YEAR 2000 ISSUES . . . . . . . . . . . . . . . . . . 16
</TABLE>

THE TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION APPEARS ON
THE PAGE FOLLOWING PAGE 16 OF THIS PROSPECTUS.

<PAGE>

[LOGO] The Northwestern Mutual Life Insurance Company April 30, 1999
NML Variable Annuity Account A

PROFILE OF THE VARIABLE ANNUITY CONTRACT

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
CONSIDER AND KNOW BEFORE PURCHASING THE CONTRACT. WE DESCRIBE THE CONTRACT MORE
FULLY IN THE PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE READ THE
PROSPECTUS CAREFULLY.

1. THE ANNUITY CONTRACT The Contract provides retirement annuity benefits
for self-employed individuals (and their eligible employees). The Contract
will invest on a tax-deferred basis in your choice of sixteen investment
portfolios. The Contract also allows investment on a fixed basis in a
guaranteed account.

The Contract is intended for retirement savings or other long-term investment
purposes. The Contract provides for a death benefit during the years when
funds are being accumulated and for a variety of income options following
retirement.

The sixteen investment portfolios are listed in Section 4 below. These
portfolios bear varying amounts of investment risk. Those with more risk are
designed to produce a better long-term return than those with less risk. But
this is not guaranteed. You can also lose your money.

The amounts invested on a fixed basis earn interest at a rate we set once
each year. Both interest and principal are guaranteed by Northwestern Mutual
Life.

You may invest in any or all of the sixteen investment portfolios. You may
move money among these portfolios without charge up to 12 times per year.
After that, a charge of $25 may apply. Transfers of amounts invested on a
fixed basis are subject to restrictions.

During the years when funds are being paid into your Contract, known as the
accumulation phase, the earnings accumulate on a tax-deferred basis. The
earnings are taxed as income if you make a withdrawal. The income phase
begins when you start receiving annuity payments from your Contract, usually
at retirement. Monthly annuity payments begin on the date you select.

The amount you accumulate in your Contract, including the results of
investment performance, will determine the amount of your monthly annuity
payments.

2. ANNUITY PAYMENTS If you decide to begin receiving monthly annuity
payments from your Contract, you may choose one of three payment plans: (1)
monthly payments for a specified period of five to thirty years, as you
select; (2) monthly payments for your life (assuming you are the annuitant),
and you may choose to have payments continue to your beneficiary for the
balance of ten or twenty years if you die sooner; or (3) monthly payments for
your life and for the life of another person (usually your spouse) selected
by you. After you begin receiving monthly annuity payments you cannot change
your selection if the payments depend on your life or the life of another.

These payment plans are available to you on a variable or fixed basis.
Variable means that the amount accumulated in your Contract will continue to
be invested in one or more of the eleven investment portfolios as you choose.
Your monthly annuity payments will vary up or down to reflect continuing
investment performance. Or you may choose a fixed annuity payment plan which
guarantees the amount you will receive each month.

3. PURCHASE You may make purchase payments of $25 or more as you
accumulate funds in your Contract. The minimum initial purchase payment is
$100, or $25 for Contracts used with some tax-qualified retirement plans. We
offer Front Load and Back Load Contracts, as briefly described in Section 5.
For the Front Load Contract the minimum initial purchase payment is $10,000.
Your Northwestern Mutual Life agent will help you complete a Contract
application form.

4. INVESTMENT CHOICES You may invest in any or all of the following
investment portfolios. All of these are described in the attached
prospectuses for Northwestern Mutual Series Fund, Inc. and the Russell
Insurance Funds:

Northwestern Mutual Series Fund, Inc.

1. Small Cap Growth Stock Portfolio
2. Aggressive Growth Stock Portfolio
3. International Equity Portfolio
4. Index 400 Stock Portfolio
5. Growth Stock Portfolio
6. Growth and Income Stock Portfolio
7. Index 500 Stock Portfolio
8. Balanced Portfolio
9. High Yield Bond Portfolio
10. Select Bond Portfolio
11. Money Market Portfolio

PROFILE-i

<PAGE>

Russell Insurance Funds

1. Multi-Style Equity Fund
2. Aggressive Equity Fund
3. Non-U.S. Fund
4. Real Estate Securities Fund
5. Core Bond Fund

You may also invest all or part of your funds on a fixed basis (the
Guaranteed Interest Fund).

5. EXPENSES The Contract has insurance and investment features, and there
are costs related to them. For the Front Load Contract we deduct a sales
load of 4% from your purchase payments. The percentage is lower when
cumulative purchase payments exceed $100,000. For the Back Load Contract
there is no sales load deducted from purchase payments but a withdrawal
charge of 0% to 8% applies, depending on the length of time the money you
withdraw has been in the Contract and the size of your Contract.

Each year we deduct a $30 Contract fee. Currently this fee is waived if the
value of your Contract is $50,000 or more.

We also deduct mortality and expense risk charges for the guarantees
associated with your Contract. These charges are at the annual rate of .40%
for the Front Load Contract and 1.25% for the Back Load Contract.

The portfolios also bear investment charges that range from an annual rate of
.21% to 1.30% of the average daily value of the portfolio, depending on the
investment portfolio you select. The following charts are designed to help
you understand the charges for the Front Load and Back Load Contracts. The
first three columns show the annual expenses as a percentage of assets
including the risk charges, the portfolio charges and the total charges.
Portfolio expenses are based on 1998 expenses for the thirteen portfolios
that were in operation during 1998. Portfolio expenses for the other three
portfolios, which have not begun operations, are estimated for 1999 at an
annualized rate. The last two columns show you examples of the charges, in
dollars, you would pay. The examples reflect the impact of the asset based
charges, any sales loads or withdrawals that would apply, and the $30
Contract fee (expressed as a percentage of assets). The examples assume that
you invested $1,000 in a Contract which earns 5% annually and that you
withdraw your money at the end of year one, and at the end of year ten. Both
of these examples, for both Contracts, reflect aggregate charges on a
cumulative basis to the end of the 1 or 10-year period.

For more detailed information, see the Expense Table which begins on page 2
of the attached prospectus for the Contracts.

EXPENSES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
FRONT LOAD CONTRACT ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS
EXAMPLES: *
Charges for Total Expenses At End of
Mortality & Portfolio Total
Portfolio Expense Risks Expenses Expenses 1 Year 10 Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northwestern Mutual
Series Fund, Inc.
-------------------
Small Cap Growth Stock .40% .92% 1.32% $53 $193
Aggressive Growth Stock .40 .52 .92 $49 $149
International Equity .40 .76 1.16 $51 $175
Index 400 Stock .40 .35 .75 $47 $129
Growth Stock .40 .46 .86 $48 $142
Growth and Income Stock .40 .58 .98 $50 $155
Index 500 Stock .40 .21 .61 $46 $113
Balanced .40 .30 .70 $47 $124
High Yield Bond .40 .50 .90 $49 $146
Select Bond .40 .30 .70 $47 $124
Money Market .40 .30 .70 $47 $124
Russell Insurance Funds
-----------------------
Multi-Style Equity .40 .92 1.32 $53 $193
Aggressive Equity .40 1.25 1.65 $56 $228
Non-U.S. .40 1.30 1.70 $57 $233
Real Estate Securities .40 1.16 1.56 $55 $218
Core Bond .40 .80 1.20 $52 $180
- ----------------------------------------------------------------------------------------------------------------
</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.

PROFILE-ii

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
BACK LOAD CONTRACT ANNUAL EXPENSES AS A PERCENTAGE OF ASSETS
EXAMPLES: **
Charges for Total Expenses At End of
Mortality & Portfolio Total
Portfolio Expense Risks Expenses Expenses 1 Year 10 Years
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- -------------------------------------
Small Cap Growth Stock 1.25% .92% 2.17% $92 $269
Aggressive Growth Stock 1.25 .52 1.77 $88 $227
International Equity 1.25 .76 2.01 $90 $252
Index 400 Stock 1.25 .35 1.60 $86 $209
Growth Stock 1.25 .46 1.71 $87 $221
Growth and Income Stock 1.25 .58 1.83 $89 $234
Index 500 Stock 1.25 .21 1.46 $85 $194
Balanced 1.25 .30 1.55 $86 $204
High Yield Bond 1.25 .50 1.75 $88 $225
Select Bond 1.25 .30 1.55 $86 $204
Money Market 1.25 .30 1.55 $86 $204
Russell Insurance Funds
- -----------------------
Multi-Style Equity 1.25 .92 2.17 $92 $269
Aggressive Equity 1.25 1.25 2.50 $95 $301
Non-U.S. 1.25 1.30 2.55 $96 $306
Real Estate Securities 1.25 1.16 2.41 $94 $292
Core Bond 1.25 .80 2.05 $91 $256
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

* THE $30 CONTRACT FEE IS ASSUMED NOT TO APPLY BASED ON AN AVERAGE CONTRACT
SIZE OF $55,000.
** THE $30 CONTRACT FEE IS REFLECTED AS 0.20% OF THE ASSETS BASED ON AN
AVERAGE CONTRACT SIZE OF $15,000.

6. TAXES As a general rule, earnings on your Contract are not taxed until
they are withdrawn or taken as monthly annuity payments. A 10% federal tax
penalty may apply if you make withdrawals from the Contract before you reach
age 59 1/2.

7. ACCESS TO YOUR MONEY You may take money out of your Contract at any
time before monthly annuity payments begin. For the Front Load Contract
there is no charge for withdrawals. For the Back Load Contract there is a
withdrawal charge of 8% or less, depending on how much money has been paid
into the Contract and how long it has been held there. Each purchase payment
has its own withdrawal charge period. When you make a withdrawal, we use the
oldest amounts first when the charge is calculated. After the first year,
part of any investment earnings may be withdrawn without a withdrawal charge.
For both Front Load and Back Load Contracts, you may also have to pay income
tax and a tax penalty on amounts you take out.

8. PERFORMANCE The value of your Contract will vary up or down reflecting
the performance of the investment portfolios you select. The chart below
shows total returns for each of the investment portfolios that was in
operation, and used with the Account, during the years shown. These numbers,
for the Front Load Contract and the Back Load Contract, reflect the
asset-based charges for mortality and expense risks and investment expenses
for each portfolio. The numbers do not reflect deductions from purchase
payments for the Front Load Contract or any withdrawal charge for the Back
Load Contract. The numbers also do not reflect the annuity Contract fee.
Those charges, if applied, would reduce the performance. Past performance
does not guarantee future results.

PERFORMANCE

CALENDAR YEAR

PORTFOLIO 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Growth Stock 7.12 13.41 17.22 38.74 4.98 18.63 5.52 55.37 NA NA
International Equity 4.40 11.83 20.53 14.12 -.50 NA NA NA NA NA
Growth Stock 26.18 29.33 20.42 30.30 NA NA NA NA NA NA
Growth and Income Stock 22.64 29.51 19.49 30.60 NA NA NA NA NA NA
Index 500 Stock 28.21 32.67 22.25 36.70 .79 9.33 6.83 29.04 NA NA
Balanced 18.40 21.03 13.00 25.88 -.42 9.14 4.90 23.44 .64 15.14
High Yield Bond -2.24 15.39 19.29 16.31 NA NA NA NA NA NA
Select Bond 6.64 9.03 2.90 18.62 -3.22 9.89 6.56 16.41 7.89 13.41
Money Market 5.01 5.05 4.86 5.40 3.64 2.44 2.93 5.27 7.60 8.54
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PROFILE-iii

<PAGE>

CALENDAR YEAR

PORTFOLIO 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Aggressive Growth Stock 6.22 12.45 16.23 37.57 4.10 17.63 4.63 54.06 NA NA
International Equity 3.52 10.89 19.50 13.16 -1.34 NA NA NA NA NA
Growth Stock 25.12 28.24 19.40 29.20 NA NA NA NA NA NA
Growth and Income Stock 21.61 28.42 18.47 29.50 NA NA NA NA NA NA
Index 500 Stock 27.13 31.55 21.22 35.56 -.06 8.41 5.92 27.95 NA NA
Balanced 17.40 20.01 12.04 24.83 -1.25 8.22 4.01 22.40 -.21 14.17
High Yield Bond -3.06 14.42 18.27 15.33 NA NA NA NA NA NA
Select Bond 5.74 8.11 2.02 17.62 -4.04 8.97 5.66 15.43 6.98 12.46
Money Market 4.12 4.16 3.97 4.51 2.77 1.58 2.05 4.38 6.69 7.63
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

9. DEATH BENEFIT If you die before age 65, and before monthly annuity
payments begin, your beneficiary will receive a death benefit. The amount
will be the value of your Contract or, if greater, the amount you have paid
in. The death benefit will be adjusted, of course, for any withdrawals you
have made. The death benefit will be paid as a lump sum or your beneficiary
may select a monthly annuity payment plan.

10. OTHER INFORMATION

FREE LOOK. If you return the Contract within ten days after you receive it
(or whatever period is required in your state), we will send your money back.
There is no charge for our expenses but the amount you receive may be more
or less than what you paid, based on actual investment experience following
the date we received your purchase payment.

AVOID PROBATE. In most cases, when you die, your beneficiary will receive
the full death benefit of your Contract without going through probate.

AUTOMATIC DOLLAR-COST AVERAGING. With our Dollar-Cost Averaging Plan, you
can arrange to have a regular amount of money ($100 minimum) automatically
transferred from the Money Market Portfolio into the portfolio or portfolios
you have chosen on a monthly or quarterly basis.

ELECTRONIC FUNDS TRANSFER (EFT). Another convenient way to invest using the
dollar-cost averaging approach is through our EFT Plan. These automatic
checkbook withdrawals allow you to add to your portfolio(s) on a regular
monthly basis through payments drawn directly on your checking account.

SYSTEMATIC WITHDRAWAL PLAN. You can arrange to have regular amounts of money
sent to you while your Contract is still in the accumulation phase. Our
Systematic Withdrawal Plan allows you to automatically redeem accumulation
units to generate monthly payments. Of course you will have to pay taxes on
certain amounts of money you receive.

AUTOMATIC REQUIRED MINIMUM DISTRIBUTIONS. You can arrange for annual
required minimum distributions to be sent to you automatically once you turn
age 70 1/2.

DIVIDENDS. We are paying dividends on approximately 18% of our inforce
variable annuity contracts in 1999, primarily older, larger contracts. The
dividends arise principally as a result of more favorable expense results
than assumed in determining deductions on these contracts.

PORTFOLIO REBALANCING. To help you maintain your asset allocation plan over
time we offer a rebalancing service. This will automatically readjust your
investment option allocations, on a periodic basis, back to the allocation
percentages you have selected.

INTEREST SWEEPS. If you select this service we will automatically sweep or
transfer interest from the Guaranteed Interest Fund to any combination of
variable investment options. Interest earnings can be swept monthly,
quarterly, semi-annually or annually.

NML EXPRESS. 1-800-519-4NML (1-800-519-4665). Get up-to-date information
about your contract at your convenience with your contract number and your
Personal Identification Number (PIN). Call toll-free to review contract
values and unit values, transfer among portfolios, change the allocation and
obtain fund performance information.

INTERNET. For information about Northwestern Mutual Life, visit us on our
Website. Included are daily unit values and fund performance information.

www.northwesternmutual.com

11. INQUIRIES If you need more information, please contact us at:

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, 720
EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202;
(414) 271-1444.

PROFILE -iv

<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. These plans, popularly called HR-10 Plans, afford
certain federal income tax benefits to employers and to employees and their
beneficiaries.

We use NML Variable Annuity Account A (the "Account") to keep the money you
invest separate from our general assets. The money in the Account is
invested in the eleven portfolios of Northwestern Mutual Series Fund, Inc.
and the five Russell Insurance Funds. You select the Portfolios or Funds in
which you want to invest. The Account has 16 Divisions that correspond to
the 11 Portfolios and 5 Funds in which you may invest. The Contracts also
permit you to invest on a fixed basis, at rates that we determine. This
prospectus describes only the Account and the variable provisions of the
Contracts except where there are specific references to the fixed provisions.

We offer two versions of the Contracts: Front Load Contracts and Back Load
Contracts. See the Expense table on page 2 and the Deductions section,
beginning on page 14.

This prospectus is a concise description of the information you should know
before you buy a Contract. We have filed additional information about the
Contracts with the Securities and Exchange Commission in a Statement of
Additional Information. We incorporate the Statement of Additional
Information into this prospectus by reference. We will send you the
Statement of Additional Information without charge if you write to The
Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue,
Milwaukee, Wisconsin, 53202, or call us at Telephone Number (414) 271-1444.
You will find the table of contents for the Statement of Additional
Information on the inside front cover of this prospectus.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES
FOR NORTHWESTERN MUTUAL SERIES FUND, INC. AND THE RUSSELL INSURANCE FUNDS
WHICH ARE 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.

The Date of the Statement of Additional Information is April 30, 1999.

<PAGE>

INDEX OF SPECIAL TERMS

THE FOLLOWING SPECIAL TERMS USED IN THIS OFFERING CIRCULAR ARE
DISCUSSED AT THE PAGES INDICATED.

ACCUMULATION UNIT 8
ANNUITY (or ANNUITY PAYMENTS) 9
NET INVESTMENT FACTOR 8
PAYMENT PLANS 9
</TABLE>

ANNUITANT 9
MATURITY DATE 9
OWNER 8
WITHDRAWAL AMOUNT 9
</TABLE>

- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
EXPENSE TABLE

<TABLE>

<S> <C>
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
</TABLE>

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

<TABLE>
<CAPTION>
MANAGEMENT CUSTODY OTHER TOTAL ANNUAL
FEES FEES EXPENSES EXPENSES
---------- ------- -------- ------------
<S> <C> <C> <C> <C>
NORTHWESTERN MUTUAL SERIES FUND, INC.
- -------------------------------------
Small Cap Growth Stock* .80% .00% .12% .92%
Aggressive Growth Stock .52% .00% .00% .52%
International Equity .67% .08% .01% .76%
Index 400 Stock* .25% .00% .10% .35%
Growth Stock .45% .00% .01% .46%
Growth and Income Stock .57% .00% .01% .58%
Index 500 Stock .20% .00% .01% .21%
Balanced .30% .00% .00% .30%
High Yield Bond .49% .00% .01% .50%
Select Bond .30% .00% .00% .30%
Money Market .30% .00% .00% .30%
RUSSELL INSURANCE FUNDS
- -----------------------
Multi-Style Equity .49% .25% .18% .92%
Aggressive Equity .53% .45% .27% 1.25%
Non-U.S. .00% 1.10% .20% 1.30%
Real Estate Securities* .85% .12% .19% 1.16%
Core Bond .12% .39% .29% .80%
</TABLE>

- --------------------
(*) Expenses are estimated for these new Portfolios and Funds, for 1999 at
annualized rates. The estimates for the Russell Insurance Funds reflect fee
waivers and reimbursements that the Funds' adviser has voluntarily agreed to
make for 1999. These may be changed at any time without notice.

<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------
<S> <C> <C> <C> <C>

Northwestern Mutual Series Fund, Inc.
- ------------------------------------
Small Cap Growth Stock $53 $80 $109 $193
Aggressive Growth Stock $49 $68 $89 $149
International Equity $51 $75 $101 $175
Index 400 Stock $47 $63 $80 $129
Growth Stock $48 $66 $86 $142
Growth and Income Stock $50 $70 $92 $155
Index 500 Stock $46 $59 $73 $113
Balanced $47 $61 $77 $124
High Yield Bond $49 $68 $88 $146
Select Bond $47 $61 $77 $124
Money Market $47 $61 $77 $124
Russell Insurance Fund
- -----------------------
Multi-Style Equity $53 $80 $109 $193
Aggressive Equity $56 $90 $126 $228
Non-U.S. $57 $91 $129 $233
Real Estate Securities $55 $87 $122 $218
Core Bond $52 $77 $103 $180
</TABLE>

NOTE: THE MINIMUM INITIAL PURCHASE PAYMENT FOR A FRONT-LOAD CONTRACT IS
$10,000. YOU MUST MULTIPLY THE NUMBERS ABOVE BY 10 TO FIND THE EXPENSES FOR A
FRONT-LOAD CONTRACT OF MINIMUM SIZE.

EXAMPLE

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- ------------------------------------
Small Cap Growth Stock $92 $122 $155 $269
Aggressive Growth Stock $88 $110 $134 $227
International Equity $90 $117 $146 $252
Index 400 Stock $86 $105 $125 $209
Growth Stock $87 $108 $131 $221
Growth and Income Stock $89 $112 $137 $234
Index 500 Stock $85 $100 $118 $194
Balanced $86 $103 $123 $204
High Yield Bond $88 $109 $133 $225
Select Bond $86 $103 $123 $204
Money Market $86 $103 $123 $204
Russell Insurance Funds
- -----------------------
Multi-Style Equity $92 $122 $155 $269
Aggressive Equity $95 $132 $171 $301
Non-U.S. $96 $133 $173 $306
Real Estate Securities $94 $129 $167 $292
Core Bond $91 $118 $148 $256
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Northwestern Mutual Series Fund, Inc.
- -------------------------------------
Small Cap Growth Stock $22 $72 $125 $269
Aggressive Growth Stock $18 $60 $104 $227
International Equity $20 $67 $116 $252
Index 400 Stock $16 $55 $95 $209
Growth Stock $17 $58 $101 $221
Growth and Income Stock $19 $62 $107 $234
Index 500 Stock $15 $50 $88 $194
Balanced $16 $53 $93 $204
High Yield Bond $18 $59 $103 $225
Select Bond $16 $53 $93 $204
Money Market $16 $53 $93 $204
Russell Insurance Funds
- -----------------------
Multi-Style Equity $22 $72 $125 $269
Aggressive Equity $25 $82 $141 $301
Non-U.S. $26 $83 $143 $306
Real Estate Securities $24 $79 $137 $292
Core Bond $21 $68 $118 $256
</TABLE>

The purpose of the table above is to assist a Contract Owner in understanding
the expenses paid by the Account and the Portfolios and Funds and borne by
investors in the Contracts. The sales load for a Front Load Contract depends
on the amount of cumulative purchase payments. For the Back Load Contract
the 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 in the Back Load Contract based on an average
Contract size of $15,000. The $30 annual Contract fee is not reflected in
the Front Load Contract based on an average Contract size of $55,000. The
Contracts provide for charges for transfers between the Divisions of the
Account and for premium taxes, but we are not currently making such charges.
See "Transfers Between Divisions and Payment Plans", p. 10 and "Deductions",
p. 13, for additional information about expenses for the Contracts. The
expenses shown in the table for the Portfolios and Funds show the annual
expenses for each, as a percentage of their average net assets, based on 1998
operations for the Portfolios and their predecessors and the Funds. Expenses
for Portfolios and Funds which have not begun operations are estimated.
Expenses for the Russell Insurance Funds reflect fee waivers and
reimbursements that the Funds' adviser has voluntarily agreed to make for
1999. These may be changed at any time without notice. For additional
information about expenses of the Portfolios and Funds, see the prospectuses
for Northwestern Mutual Series Fund, Inc. and the Russell Insurance Funds
attached 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. These nine Divisions are those which
were in operation in 1998 and prior years. 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

<TABLE>
<CAPTION>
FOR YEARS ENDED
DECEMBER 31 FOR THE NINE
------------------------ MONTHS ENDED
1998 1997 1996 DECEMBER 31, 1995
------ ------- ------ -----------------
<S> <C> <C> <C> <C>

AGGRESSIVE GROWTH STOCK DIVISION
Front Load Version
Beginning of Period $1.735 $1.530 $1.305 $1.00
End of Period $1.859 $1.735 $1.530 $1.305
Back Load Version
Beginning of Period $3.585 $3.188 $2.743 $2.115
End of Period $3.808 $3.585 $3.188 $2.743
Number of Units
Outstanding, End of Period
Front Load 1,195,051 832,513 568,732 255,895
Back Load 3,703,653 2,962,218 1,734,023 407,729

INTERNATIONAL EQUITY DIVISION
Front Load Version
Beginning of Period $1.537 $1.374 $1.140 $1.00
End of Period $1.605 $1.537 $1.374 $1.140
Back Load Version
Beginning of Period $1.829 $1.649 $1.380 $1.218
End of Period $1.893 $1.829 $1.649 $1.380
Number of Units
Outstanding, End of Period
Front Load 669,024 575,775 286,469 32,573
Back Load 3,028,502 2,488,184 1,281,128 374,986

GROWTH STOCK DIVISION
Front Load Version
Beginning of Period $1.883 $1.456 $1.209 $1.00
End of Period $2.375 $1.883 $1.456 $1.209
Back Load Version
Beginning of Period $1.991 $1.552 $1.300 $1.082
End of Period $2.491 $1.991 $1.552 $1.300
Number of Units
Outstanding, End of Period
Front Load 447,934 422,029 257,158 103,292
Back Load 2,761,432 1,870,296 922,390 227,218

GROWTH AND INCOME STOCK DIVISION
Front Load Version
Beginning of Period $1.852 $1.430 $1.197 $1.00
End of Period $2.271 $1.852 $1.430 $1.197
Back Load Version
Beginning of Period $1.959 $1.525 $1.287 $1.083
End of Period $2.382 $1.959 $1.525 $1.287
Number of Units
Outstanding, End of Period
Front Load 736,836 540,977 208,323 114,414
Back Load 3,046,517 1,940,827 1,215,721 310,321

INDEX 500 STOCK DIVISION
Front Load Version
Beginning of Period $2.026 $1.527 $1.249 $1.00
End of Period $2.597 $2.026 $1.527 $1.249
Back Load Version
Beginning of Period $3.175 $2.414 $1.991 $1.604
End of Period $4.037 $3.175 $2.414 $1.991
Number of Units
Outstanding, End of Period
Front Load 1,057,935 690,248 454,096 278,235
Back Load 4,504,322 3,279,176 1,970,961 471,752
</TABLE>

<TABLE>
<CAPTION>
FOR YEARS ENDED
DECEMBER 31 FOR THE NINE
---------------------------------- MONTHS ENDED
1998 1997 1996 DECEMBER 31, 1995
------ ------- ------ -----------------
<S> <C> <C> <C> <C>

BALANCED DIVISION

Front Load Version
Beginning of Period $1.615 $1.334 $1.181 $1.00
End of Period $1.912 $1.615 $1.334 $1.181
Back Load Version
Beginning of Period $5.768 $4.806 $4.290 $3.655
End of Period $6.771 $5.768 $4.806 $4.290
Number of Units
Outstanding, End of Period
Front Load 1,768,955 1,296,330 786,271 164,302
Back Load 2,565,265 2,109,606 1,347,427 372,457

HIGH YIELD BOND DIVISION
Front Load Version
Beginning of Period $1.530 $1.326 $1.112 $1.00
End of Period $1.496 $1.530 $1.326 $1.112
Back Load Version
Beginning of Period $1.595 $1.394 $1.178 $1.067
End of Period $1.546 $1.595 $1.394 $1.178
Number of Units
Outstanding, End of Period
Front Load 400,132 95,718 55,625 --
Back Load 1,400,604 967,118 572,121 138,470

SELECT BOND DIVISION
Front Load Version
Beginning of Period $1.266 $1.161 $1.129 $1.00
End of Period $1.350 $1.266 $1.161 $1.129
Back Load Version
Beginning of Period $6.703 $6.201 $6.078 $5.419
End of Period $7.088 $6.703 $6.201 $6.078
Number of Units
Outstanding, End of Period
Front Load 159,609 72,941 38,713 26,732
Back Load 368,314 271,027 182,907 50,828

MONEY MARKET DIVISION
Front Load Version
Beginning of Period $1.146 $1.091 $1.040 $1.00
End of Period $1.203 $1.146 $1.091 $1.040
Back Load Version
Beginning of Period $2.335 $2.241 $2.156 $2.086
End of Period $2.431 $2.335 $2.241 $2.156
Number of Units
Outstanding, End of Period
Front Load 1,564,597 1,439,686 1,843,605 327,441
Back Load 1,515,128 1,081,227 1,123,081 379,473

</TABLE>

<PAGE>

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

FOR THE YEARS ENDED DECEMBER 31
-------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>

AGGRESSIVE GROWTH STOCK DIVISION
Beginning of Period* $3.585 $3.188 $2.743 $1.994 $1.915 $1.628
End of Period $3.808 $3.585 $3.188 $2.743 $1.994 $1.915
Number of Units
Outstanding, End of Period 18,213,135 20,861,309 21,479,837 19,083,707 17,290,856 11,319,698

INTERNATIONAL EQUITY DIVISION
Beginning of Period** $1.829 $1.649 $1.380 $1.220 $1.236 $1.000
End of Period $1.893 $1.829 $1.649 $1.380 $1.220 $1.236
Number of Units
Outstanding, End of Period 19,261,448 22,910,908 22,132,206 21,338,267 21,538,113 8,548,091

GROWTH STOCK DIVISION
Beginning of Period+ $1.991 $1.552 $1.300 $1.006 $1.000 --
End of Period $2.491 $1.991 $1.552 $1.300 $1.006 --
Number of Units
Outstanding, End of Period 7,215,894 6,045,075 4,845,965 2,970,905 1,311,686 --

GROWTH AND INCOME STOCK DIVISION
Beginning of Period+ $1.959 $1.525 $1.287 $0.994 $1.000 --
End of Period $2.382 $1.959 $1.525 $1.287 $0.994 --
Number of Units
Outstanding, End of Period 10,866,893 8,963,724 7,054,484 5,605,215 3,129,287 --

INDEX 500 STOCK DIVISION
Beginning of Period* $3.175 $2.414 $1.991 $1.469 $1.470 $1.356
End of Period $4.037 $3.175 $2.414 $1.991 $1.469 $1.470
Number of Units
Outstanding, End of Period 21,467,931 21,531,879 20,092,060 18,961,291 17,624,809 16,051,619

BALANCED DIVISION
Beginning of Period $5.768 $4.806 $4.290 $3.436 $3.480 $3.216
End of Period $6.771 $5.768 $4.806 $4.290 $3.436 $3.480
Number of Units
Outstanding, End of Period 40,487,926 44,638,127 48,457,793 52,575,295 59,200,252 63,940,609

HIGH YIELD BOND DIVISION
Beginning of Period+ $1.595 $1.394 $1.178 $1.022 $1.000 --
End of Period $1.546 $1.595 $1.394 $1.178 $1.022 --
Number of Units
Outstanding, End of Period 3,974,656 3,770,055 2,456,295 1,609,770 1,215,989 --

SELECT BOND DIVISION
Beginning of Period $6.703 $6.201 $6.078 $5.167 $5.384 $4.941
End of Period $7.088 $6.703 $6.201 $6.078 $5.167 $5.384
Number of Units
Outstanding, End of Period 2,171,879 2,252,704 2,691,481 2,778,441 2,923,557 2,937,137

MONEY MARKET DIVISION
Beginning of Period $2.335 $2.241 $2.156 $2.063 $2.007 $1.976
End of Period $2.431 $2.335 $2.241 $2.156 $2.063 $2.007
Number of Units
Outstanding, End of Period 6,699,739 6,270,333 7,029,739 7,896,022 8,608,326 7,614,186
</TABLE>

FOR THE YEARS ENDED DECEMBER 31
--------------------------------------------------
1992 1991 1990 1989
<S> <C> <C> <C> <C>

AGGRESSIVE GROWTH STOCK DIVISION
Beginning of Period* $1.556 $1.010 $1.000 --
End of Period $1.628 $1.556 $1.010 --
Number of Units
Outstanding, End of Period 7,939,571 3,208,965 81,406 --

INTERNATIONAL EQUITY DIVISION
Beginning of Period** -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, End of Period -- -- -- --

GROWTH STOCK DIVISION
Beginning of Period+ -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, End of Period -- -- -- --

GROWTH AND INCOME STOCK DIVISION
Beginning of Period+ -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, End of Period -- -- -- --

INDEX 500 STOCK DIVISION
Beginning of Period* $1.280 $1.000 $1.000 --
End of Period $1.356 $1.280 $1.000 --
Number of Units
Outstanding, End of Period 4,774,008 2,593,051 30,451 --

BALANCED DIVISION
Beginning of Period $3.092 $2.526 $2.531 $2.217
End of Period $3.216 $3.092 $2.526 $2.531
Number of Units
Outstanding, End of Period 62,756,051 59,013,262 58,632,612 59,790,768

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

SELECT BOND DIVISION
Beginning of Period $4.677 $4.052 $3.787 $3.368
End of Period $4.941 $4.677 $4.052 $3.787
Number of Units
Outstanding, End of Period 2,667,880 2,087,901 1,970,476 2,102,874

MONEY MARKET DIVISION
Beginning of Period $1.936 $1.855 $1.739 $1.615
End of Period $1.976 $1.936 $1.855 $1.739
Number of Units
Outstanding, End of Period 8,478,941 9,098,558 10,506,714 8,094,998
</TABLE>

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

<PAGE>

ACCUMULATION UNIT VALUES
CONTRACTS ISSUED PRIOR TO DECEMBER 17, 1981

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
---------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>

AGGRESSIVE GROWTH STOCK DIVISION
Beginning of Period* $3.714 $3.286 $2.813 $2.035 $1.945 $1.645
End of Period $3.965 $3.714 $3.286 $2.813 $2.035 $1.945
Number of Units
Outstanding, End of Period 479,410 640,838 890,850 861,229 805,409 602,390

INTERNATIONAL EQUITY DIVISION
Beginning of Period** $1.872 $1.680 $1.398 $1.230 $1.240 $1.000
End of Period $1.947 $1.872 $1.680 $1.398 $1.230 $1.240
Number of Units
Outstanding, End of Period 647,767 1,297,660 1,332,812 1,166,796 1,529,309 912,421

GROWTH STOCK DIVISION
Beginning of Period+ $2.027 $1.573 $1.311 $1.009 -- --
End of Period $2.549 $2.027 $1.573 $1.311 -- --
Number of Units
Outstanding, End of Period 247,491 327,731 118,168 1,782 -- --

GROWTH AND INCOME STOCK DIVISION
Beginning of Period+ $1.995 $1.546 $1.298 $0.997 -- --
End of Period $2.438 $1.995 $1.546 $1.298 -- --
Number of Units
Outstanding, End of Period 310,014 348,188 69,566 9,498 -- --

INDEX 500 STOCK DIVISION
Beginning of Period* $3.289 $2.488 $2.042 $1.499 $1.492 $1.370
End of Period $4.202 $3.289 $2.488 $2.042 $1.499 $1.492
Number of Units
Outstanding, End of Period 7,343,357 8,175,537 9,600,286 10,111,615 10,735,943 12,320,684

BALANCED DIVISION
Beginning of Period $6.248 $5.180 $4.601 $3.667 $3.695 $3.398
End of Period $7.372 $6.248 $5.180 $4.601 $3.667 $3.695
Number of Units
Outstanding, End of Period 3,013,626 3,845,538 4,743,812 5,651,599 6,525,821 7,060,303

HIGH YIELD BOND DIVISION
Beginning of Period+ $1.624 $1.412 $1.188 $1.025 -- --
End of Period $1.582 $1.624 $1.412 $1.188 -- --
Number of Units
Outstanding, End of Period 183,181 600,752 428,588 -- -- --

SELECT BOND DIVISION
Beginning of Period $7.263 $6.685 $6.520 $5.515 $5.719 $5.222
End of Period $7.719 $7.263 $6.685 $6.520 $5.515 $5.719
Number of Units
Outstanding, End of Period 899,839 1,012,083 1,215,131 1,172,420 1,266,751 1,389,667

MONEY MARKET DIVISION
Beginning of Period $2.529 $2.416 $2.312 $2.201 $2.131 $2.088
End of Period $2.646 $2.529 $2.416 $2.312 $2.201 $2.131
Number of Units
Outstanding, End of Period 1,723,332 893,452 1,103,625 1,264,988 1,020,911 788,050
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
----------------------------------------------
1992 1991 1990 1989
<S> <C> <C> <C> <C>

AGGRESSIVE GROWTH STOCK DIVISION
Beginning of Period* $1.564 $1.010 $1.000 --
End of Period $1.645 $1.564 $1.010 --
Number of Units
Outstanding, End of Period 459,581 262,149 9,478 --

INTERNATIONAL EQUITY DIVISION
Beginning of Period** -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, End of Period -- -- -- --

GROWTH STOCK DIVISION
Beginning of Period+ -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, End of Period -- -- -- --

GROWTH AND INCOME STOCK DIVISION
Beginning of Period+ -- -- -- --
End of Period -- -- -- --
Number of Units
Outstanding, End of Period -- -- -- --

INDEX 500 STOCK DIVISION
Beginning of Period* $1.287 $1.000 $1.000 --
End of Period $1.370 $1.287 $1.000 --
Number of Units
Outstanding, End of Period 242,871 33,349 13,511 --

BALANCED DIVISION
Beginning of Period $3.250 $2.642 $2.635 $2.296
End of Period $3.398 $3.250 $2.642 $2.635
Number of Units
Outstanding, End of Period 8,324,438 8,795,056 9,637,964 11,002,773

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

SELECT BOND DIVISION
Beginning of Period $4.918 $4.239 $3.943 $3.488
End of Period $5.222 $4.918 $4.239 $3.943
Number of Units
Outstanding, End of Period 1,411,347 1,590,698 1,590,884 1,854,807

MONEY MARKET DIVISION
Beginning of Period $2.035 $1.940 $1.810 $1.673
End of Period $2.088 $2.035 $1.940 $1.810
Number of Units
Outstanding, End of Period 1,231,018 1,393,920 2,143,153 1,590,479
</TABLE>

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

<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 fourth largest life
insurance company, based on total assets in excess of $77 billion on
December 31, 1998, and is licensed to conduct a conventional life insurance
business in the District of Columbia and in all states of the United States.
Northwestern Mutual Life sells life and disability income insurance policies and
annuity contracts through its own field force of approximately 6,000 full time
producing agents. The Home Office of Northwestern Mutual Life is located at 720
East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

"We" in this prospectus means Northwestern Mutual Life.

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

NML VARIABLE ANNUITY ACCOUNT A

We established the account on February 14, 1968 by action of our Board of
Trustees in accordance with the provisions of the Wisconsin insurance law.

The Account has sixteen Divisions. The money you invest to provide variable
benefits under your Contract is placed in one or more of the Divisions as you
direct.

Under Wisconsin law, the investment operations of the Account are kept
separate from our other operations. The values for your Contract will not be
affected by income, gains or losses for the rest of our business. The
income, gains or losses, realized or unrealized, for the assets we place in
the Account for your Contract will determine the value of your Contract
benefits and will not affect the rest of our business. The assets in the
Account are reserved for you and other Contract owners, although the assets
belong to us and we do not hold the assets as a trustee. We and our
creditors cannot reach those assets to satisfy other obligations until our
obligations under your Contract have been satisfied. But all of our assets
(except those we hold in some other separate accounts) are available to
satisfy our obligations under your Contract.

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

THE FUNDS

Northwestern Mutual Series Fund, Inc. is composed of eleven separate portfolios
which operate as separate mutual funds. The portfolios are the Small Cap Growth
Stock Portfolio, Aggressive Growth Stock Portfolio, International Equity
Portfolio, Index 400 Stock Portfolio, Growth Stock Portfolio, Growth and Income
Stock Portfolio, Index 500 Stock Portfolio, Balanced Portfolio, High Yield Bond
Portfolio, Select Bond Portfolio and Money Market Portfolio. The Account buys
shares of each Portfolio at net asset value, that is, without any sales charge.

Northwestern Mutual Investment Services, LLC ("NMIS"), our wholly-owned
subsidiary, is the investment adviser to the Fund. We provide the people and
facilities that NMIS uses in performing its investment advisory functions, and
we are a party to the investment advisory agreement. NMIS has retained J.P.
Morgan Investment Management, Inc. and Templeton Investment Counsel, Inc. under
investment sub-advisory agreements to provide investment advice to the Growth
and Income Stock Portfolio and the International Equity Portfolio.

The Russell Insurance Funds include five separate portfolios which operate as
separate mutual funds. These are the Multi-Style Equity Fund, Aggressive Equity
Fund, Non-U.S. Fund, Real Estate Securities Fund and Core Bond Fund. The
Account buys shares of each of the Russell Insurance Funds at net asset value,
that is, without any sales charge.

The assets of each of the Russell Insurance Funds are invested by one or more
investment management organizations researched and recommended by Frank Russell
Company ("Russell"), and an affiliate of Russell, Frank Russell Investment
Management Company ("FRIMCo"). FRIMCo also advises, operates and administers
the Russell Insurance Funds. Russell is our majority-owned subsidiary.

FOR MORE INFORMATION REGARDING THE MUTUAL FUNDS, INCLUDING INFORMATION ABOUT
THEIR INVESTMENT OBJECTIVES AND EXPENSES, SEE THE PROSPECTUSES FOR NORTHWESTERN
MUTUAL SERIES FUND, INC. AND RUSSELL INSURANCE FUNDS ATTACHED HERETO. YOU
SHOULD READ THE MUTUAL FUND PROSPECTUSES CAREFULLY BEFORE YOU INVEST IN THE
CONTRACTS.

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THE CONTRACTS

PURCHASE PAYMENTS UNDER THE CONTRACTS

AMOUNT AND FREQUENCY A purchase payment is the money you give us to pay for
your Contract. You may make purchase payments monthly, quarterly,
semiannually, annually or on any other frequency acceptable to us.

For Back Load Contracts the minimum amount for each purchase payment is $25.
We will accept larger purchase payments than due, or payments at other times,
but total purchase payments under any Contract may not exceed $5,000,000
without our consent. For Front Load Contracts the minimum initial purchase
payment is $10,000. The minimum amount for each subsequent purchase payment
is $25 for all Contracts.

Purchase payments may not exceed the applicable federal income tax limits.
See "Federal Income Taxes", p. 12.

APPLICATION OF PURCHASE PAYMENTS We credit net purchase payments, after
deduction of any sales load, to the Account and allocate them to one or more
Divisions as you direct. We then invest those assets in shares of the
Portfolio or Fund which corresponds to that Division.

We apply purchase payments to provide "Accumulation Units" in one or more
Divisions. Accumulation Units represent your interest in the Account. The
number of Accumulation Units you receive for each net purchase payment is
determined by dividing the amount of the purchase payment to be allocated to
a Division by the value of an Accumulation Unit in that Division, based upon
the first valuation of the assets of the Division we make after we receive
your purchase payment at our Home Office. Receipt of purchase payments at a
lockbox facility we have designated will be considered the same as receipt at
the Home Office. We value assets as of the close of trading on the New York
Stock Exchange for each day the Exchange is open, and at any other time
required by the Investment Company Act of 1940.

The number of your Accumulation Units will be increased by additional
purchase payments or transfers into the Account and decreased by withdrawals
or transfers out of the Account. The investment experience of the Account
does not change the number (as distinguished from the value) of your
Accumulation Units.

The value of an Accumulation Unit in each Division varies with the investment
experience of the Division (which in turn is determined by the investment
experience of the corresponding Portfolio or Fund). We determine the value
by multiplying the value on the immediately preceding valuation date by the
net investment factor for the Division. (See "Net Investment Factor", below.)
Since you bear the investment risk, there is no guarantee as to the aggregate
value of your Accumulation Units; that value may be less than, equal to, or
more than the cumulative net purchase payments you have made.

You may direct all or part of a purchase payment to the Guaranteed Interest
Fund. Amounts you direct to the Guaranteed Interest Fund will be invested on
a fixed basis. See "The Guaranteed Interest Fund", p. 12.

NET INVESTMENT FACTOR

For each Division the net investment factor for any period ending on a
valuation date is 1.000000 plus the net investment rate for the Division for
that period. Under the Contract the net investment rate is related to the
assets of the Division. However, since all amounts are simultaneously
invested in shares of the corresponding Portfolio or Fund when allocated to
the Division, calculation of the net investment rate for each of the
Divisions may also be based upon the change in value of a single share of the
corresponding Portfolio or Fund.

Thus, for example, in the case of the Balanced Division the net investment
rate is equal to (a) the change in the net asset value of a Balanced
Portfolio share for the period from the immediately preceding valuation date
up to and including the current valuation date, plus the per share amount of
any dividends and other distributions made by the Balanced Portfolio during
the valuation period, less a deduction for any applicable taxes or for any
expenses resulting from a substitution of securities, (b) divided by the net
asset value of a Balanced Portfolio share on the valuation date immediately
preceding the current valuation date, (c) less an adjustment to provide for
the deduction for mortality rate and expense risks that we have assumed. (See
"Deductions", p. 13.) 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.

The Portfolios and Funds will distribute investment income and realized
capital gains to the Account Divisions. We will reinvest those distributions
in additional shares of the same Portfolio or Fund. Unrealized capital gains
and realized and unrealized capital losses will be reflected by changes in
the value of the shares held by the Account.

<PAGE>

BENEFITS PROVIDED UNDER THE CONTRACTS

The benefits provided under the Contracts consist of a withdrawal amount, a
death benefit and a maturity benefit. Subject to the restrictions noted
below, we will pay all of these benefits in a lump sum or under the payment
plans described below.

WITHDRAWAL AMOUNT On or prior to the maturity date you are entitled to
withdraw the Accumulation Units credited to your Contract and receive the
value thereof less the applicable withdrawal charge. (See "Withdrawal
Charge", p. 14.) The value, which may be either greater or less than the
amount you paid, is determined as of the valuation date coincident with or
next following our receipt of your written request for withdrawal on a form
we provide. The forms are available from our Home Office and our agents.
You may withdraw a portion of the Accumulation Units on the same basis,
except that we will not grant a partial withdrawal which would result in less
than 100 Accumulation Units remaining; we will treat a request for such a
partial withdrawal 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. 12.) 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. 14.) 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, we
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 our Home Office or, if later, the date on
which the beneficiary elects a method of payment. 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 we received 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. You may select any date up to age
90 as the maturity date, subject to applicable tax law requirements. On the
maturity date, if you have not elected any other permissible payment plan, we
will change the maturity date to the Contract anniversary nearest the
Annuitant's 90th birthday. On that date, if you have not elected any other
permissible payment plan, we will pay the value of the Contract in monthly
payments for life under a variable payment plan with payments certain for ten
years.

VARIABLE PAYMENT PLANS

We will pay part or all of the benefits under a Contract under a variable
payment plan you select. Under a variable plan, you bear the entire
investment risk, since we make no guarantees of investment return.
Accordingly, there is no guarantee of the amount of the variable payments,
and you must expect the amount of such payments to change from month to
month. For a discussion of tax considerations and limitations regarding the
election of payment plans, see "Federal Income Taxes", p. 12.

DESCRIPTION OF PAYMENT PLANS The following payment plans are available:

1. PAYMENTS FOR A CERTAIN PERIOD. An annuity payable monthly for a specified
period of five to 30 years.

2. LIFE ANNUITY WITH OR WITHOUT CERTAIN PERIOD. An annuity payable monthly
until the payee's death, or until the expiration of a selected certain
period, whichever is later. After the payee's death during the certain
period, if any, we will make payments as they are due to the designated
contingent beneficiary. You may select a certain period of either 10 or 20
years, or you may choose a plan with no certain period.

3. JOINT AND SURVIVOR LIFE ANNUITY WITH CERTAIN PERIOD. An annuity payable
monthly for a certain period of 10 years and thereafter to two persons for
their joint lives. On the death of either payee, payments continue for the
remainder of the 10 years certain or the remaining lifetime of the survivor,
whichever is longer.

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

From time to time we may establish payment plan rates with greater actuarial
value than those stated in the Contract and make them available at the time
of settlement. We may also make available other payment plans, with
provisions and rates we publish for those plans.

AMOUNT OF ANNUITY PAYMENTS We will determine the amount of the first annuity
payment on the basis of the particular payment plan you select, the annuity

<PAGE>

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
your 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 You may change the allocation
of purchase payments among the Divisions and transfer values from one
Division to another both before and after annuity payments begin. In order to
take full advantage of these features you should carefully consider, on a
continuing basis, which Division or apportionment is best suited to your
long-term investment needs.

You may at any time change the allocation of purchase payments among the
Divisions by written notice to us. Purchase payments we receive at our Home
Office on and after the date on which we receive the notice will be applied
to provide Accumulation Units in one or more Divisions on the basis of the
new allocation.

Before the effective date of a payment plan you may, upon written request,
transfer Accumulation Units from one Division to another. After the effective
date of a payment plan the payee may transfer Annuity Units from one Division
to another. We will adjust the number of Accumulation or Annuity Units to be
credited to reflect the respective value of the Accumulation and Annuity
Units in each of the Divisions. For Accumulation Units the minimum amount
which may be transferred is the lesser of $100 or the entire value of the
Accumulation Units in the Division from which the transfer is being made. For
each transfer beginning with the thirteenth in any Contract year we may
deduct a transfer fee of $25 from the amount transferred. We currently make
no charge for transfers.

If you contemplate the transfer of funds from one Division to another, you
should consider the risk inherent in a switch from one investment medium to
another. In general, frequent transfers based on short-term expectations for
the stock and bond markets, especially transfers of large sums, will tend to
accentuate the danger that a transfer will be made at an inopportune time.

You may transfer amounts which you have invested on a fixed basis to any
Division of the Account, and the value of Accumulation Units in any Division
of the Account to the Guaranteed Interest Fund for investment on a fixed
basis, subject to the restrictions described in the Contract. See "The
Guaranteed Interest Fund", p. 12.

After the effective date of a payment plan which does not involve a life
contingency (i.e., Plan 1) a payee may transfer to either form of life
annuity at no charge. We will apply the value of the remaining payments to
the new plan selected. We will determine the amount of the first annuity
payment under the new plan on the basis of the particular plan selected, the
annuity payment rate and the Annuitant's adjusted age and sex. Subsequent
payments will vary to reflect changes in the value of the Annuity Units
credited. We permit other transfers between payment plans subject to such
limitations we may reasonably determine. Generally, however, we do not permit
transfer from a payment plan involving a life contingency to a payment plan
which does not involve the same life contingency.

You may make transfers from the Money Market Division at any time while a
payment plan is in force. The Contracts provide that transfers between the
other Divisions and transfers between payment plans may be made after the
payment plan has been in force for at least 90 days and thereafter whenever
at least 90 days have elapsed since the date of the last transfer. At present
we permit transfers at any time. We will make the transfer as of the close of
business on the valuation date coincident with or next following the date on
which we receive the request for transfer at our Home Office, or at a later
date you request.

GENDER-BASED ANNUITY PAYMENT RATES Federal law, and the laws of certain
states, may require that annuity considerations and annuity payment rates be
determined without regard to the sex of the Annuitant. Because we offer the
Contracts for use with HR-10 Plans where these rules may have general
application,

<PAGE>

the annuity payment rates in the Contracts do not distinguish between male
and female Annuitants. However, Contracts with sex-distinct rates are
available on request. Prospective purchasers of the Contracts should review
any questions in this area with qualified counsel.

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

DISABILITY PROVISION A Contract may include, as an optional benefit, a
provision under which we 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 We reserve the right to defer determination of
the withdrawal value of the Contracts, or the payment of benefits under a
variable payment plan, until after the end of any period during which the
right to redeem shares of either of the mutual funds is suspended, or payment
of the redemption value is postponed, and for any period during which the New
York Stock Exchange is closed or trading thereon is restricted or an
emergency exists, so that valuation of the assets of the Fund or disposal of
securities they hold is not reasonably practical; or as such deferment is
otherwise permitted by applicable law.

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

We are paying dividends on approximately 18% of our inforce variable annuity
contracts in 1999. 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 which we assumed in determining
deductions. Such favorable experience is generated primarily by older and/or
larger Contracts, which have a mortality rate and expense risk charge of at
least 0.75%. In general, we are not paying dividends on Contracts with an
average variable Contract value of less than $30,000, and about 75% of those
with a value above $30,000 will receive dividends. The expected dividend
payout for 1999 represents about 0.39% of the average variable Contract value
for those Contracts that will receive dividends. The maximum dividend we are
paying on a specific contract is about 0.70%.

We pay any dividend for a Contract on the anniversary date of that Contract.
We apply the dividend as a net purchase payment unless you elect to have the
dividend paid in cash.

SUBSTITUTION AND CHANGE Pursuant to authority of our Board of Trustees, (a)
we may invest the assets of a Division in securities of another mutual fund
or another issuer, instead of the Portfolio or Fund in which you have
invested, as a substitute for the shares you already have or as the
securities to be purchased in the future, or (b) we may modify the provisions
of the Contracts to assure qualification for the benefits provided by the
provisions of the Internal Revenue Code relating to retirement annuity or
variable annuity contracts, or to comply with any other applicable federal or
state laws. In the event of any such substitution or change, we may make
appropriate endorsement on Contracts having an interest in the Account and
take such other action as may be necessary to effect the substitution or
change.

FIXED ANNUITY PAYMENT PLANS We will also pay Contract benefits under fixed
annuity payment plans which are not described in this Prospectus. If you
select a fixed annuity, we will cancel the Accumulation Units credited to
your Deferred Contract, we will transfer the withdrawal value of the Contract
to our general account, and you will no longer have any interest in the
Account. We may make a withdrawal charge in determining the withdrawal
value. (See "Withdrawal Amount", p. 9, and "Withdrawal Charge", p. 14.)

FINANCIAL STATEMENTS Financial statements of the Account and financial
statements of Northwestern Mutual Life appear in the Statement of Additional
Information.

<PAGE>

THE GUARANTEED INTEREST FUND

You may direct all or part of your purchase payments to the Guaranteed
Interest Fund for investment on a fixed basis. You may transfer amounts
previously invested in the Account Divisions to the Guaranteed Interest Fund,
prior to the maturity date, and you may transfer amounts in the Guaranteed
Interest Fund to the Account Divisions. In each case these transfers are
subject, to the restrictions described in the Contract.

Amounts you invest in the Guaranteed Interest Fund become part of our general
assets. In reliance on certain exemptive and exclusionary provisions, we
have not registered interests in the Guaranteed Interest Fund under the
Securities Act of 1933 and we have not registered the Guaranteed Interest
Fund as an investment company under the Investment Company Act of 1940.
Accordingly, neither the Guaranteed Interest Fund nor any interests therein
are generally subject to these Acts. We have been advised that the staff of
the Securities and Exchange Commission has not reviewed the disclosure in
this prospectus relating to the Guaranteed Interest Fund. This disclosure,
however, may be subject to certain generally applicable provisions of the
federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.

Amounts you invest in the Guaranteed Interest Fund earn interest at rates we
declare from time to time. We will guarantee the interest rate for each
amount for at least one year. The interest rate will be at an annual
effective rate of at least 3%. At the expiration of the period for which we
guarantee the interest rate, a new interest rate may apply. We credit
interest and compound it daily. We determine the effective date for a
transaction involving the Guaranteed Interest Fund in the same manner as the
effective date for a transaction involving a Division of the Account.

Investments in the Guaranteed Interest Fund are subject to a maximum limit of
$1,000,000 ($250,000 in New York) without our prior consent. To the extent
that a purchase payment or transfer from a Division of the Account causes the
Contract's interest in the Guaranteed Interest Fund to exceed this maximum
limit, we will place the amount of the excess in the Money Market Division
and it will remain there until the you instruct us otherwise.

Transfers from the Guaranteed Interest Fund to the Account Divisions are
subject to limits. After a transfer from the Guaranteed Interest Fund we
will allow no further transfers from the Guaranteed Interest Fund for a
period of 365 days; in addition, we will allow no further transfers back into
the Guaranteed Interest Fund for a period of 90 days. The maximum amount
that you may transfer from the Guaranteed Interest Fund in one transfer is
the greater of (1) 25% of the amount that was invested in the Guaranteed
Interest Fund as of the last Contract anniversary preceding the transfer and
(2) the amount of your most recent transfer from the Guaranteed Interest
Fund. But in no event will this maximum transfer amount be less than $1,000
or more than $50,000. (The $50,000 limit does not apply in New York.)

The deduction for mortality rate and expense risks, as described below, is
not assessed against amounts in the Guaranteed Interest Fund, and amounts in
the Guaranteed Interest Fund do not bear any expenses of either of the mutual
funds. Other charges under the Contracts apply for amounts in the Guaranteed
Interest Fund as they are described in this prospectus for amounts you invest
on a variable basis. See "Deductions", p. 13. For purposes of allocating
and deducting the annual Contract fee, we consider any investment in the
Guaranteed Interest Fund as though it were an investment of the same amount
in one of the Account Divisions.

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FEDERAL INCOME TAXES

We offer the Contracts only for use under tax-qualified plans meeting the
requirements of Sections 401 and 403(a) of the Code. However, in the event
Contracts should be issued pursuant to HR-10 Plans, trusts or custodial
accounts which at the time of issuance are not qualified under the Code, some
or all of the tax benefits described herein may be lost.

CONTRIBUTION LIMITS

Any employer, including a self-employed person, can establish a plan under
Section 401(a) or 403(a) for participating employees. As a general rule,
annual contributions to a defined contribution plan made by the employer and
the employee cannot exceed the lesser of $30,000 or 25% of compensation or
earned income (up to $160,000, indexed).

Qualified plans are subject to minimum coverage, nondiscrimination and
spousal consent requirements. In addition, "top heavy" rules apply if more
than 60% of the contributions or benefits are allocated to certain highly
compensated employees. Violations of the contribution limits or other
requirements may disqualify the plan and/or subject the employer to taxes and
penalties.

TAXATION OF CONTRACT BENEFITS

No tax is payable as a result of any increase in the value of a Contract
until benefits from the Contract are received. Benefits received as annuity
payments will be

<PAGE>

taxable as ordinary income when received in accordance with Section 72 of the
Code. As a general rule, where an employee makes nondeductible contributions
to the Plan, the payee may exclude from income that portion of each benefit
payment which represents a return of the employee's "investment in the
contract" as defined in Section 72 until the entire "investment in the
contract" is recovered. A 50% penalty tax may be imposed on payments to the
extent they are less than certain required minimum amounts. In addition, a
10% penalty tax may be imposed on benefits paid in excess of the benefits
provided under the Plan formula if the payee is or was a "5% owner" of the
employer while a participant in the Plan.

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

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

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

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

TAXATION OF NORTHWESTERN MUTUAL LIFE

We may charge the appropriate Contracts with their shares of any tax
liability which may result from the maintenance or operation of the Divisions
of the Account. We are currently making no charge. (See "Net Investment
Factor", p. 8 and "Deductions", below.)

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DEDUCTIONS

We will make the following deductions:

1. SALES LOAD. For the Front Load Contract we deduct a sales load from all
purchase payments we receive. We base the deduction on cumulative purchase
payments we have received and the rates in the table below:

CUMULATIVE PURCHASE PAYMENTS

PAID UNDER THE CONTRACT RATE
- ----------------------- ----
<S> <C>
First $100,000 4.0%
Next $400,000 2.0%
Next $500,000 1.0%
Balance over $1,000,000 0.5%
</TABLE>

2. DEDUCTIONS FOR MORTALITY RATE AND EXPENSE RISKS. The net investment
factor (see "Net Investment Factor", p. 8) we use in determining the value of
Accumulation and Annuity Units reflects a deduction on each valuation date
for mortality rate and expense risks we have assumed. For the Front Load
Contract, the deduction from Accumulation Units is at a current annual rate
of 0.4% of the assets of the Account, 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. Our Board of Trustees may
increase or decrease the deduction, 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 mutual funds pay expenses which are described in the attached
prospectuses for the mutual funds.

The risks we assume are (a) the risk that annuity payments will continue for
longer periods than anticipated because the Annuitants as a group live longer
than expected, and (b) the risk that the charges we make may be insufficient
to cover the actual costs we incur in connection with the Contracts. We
assume these risks for the duration of the Contract.

The net investment factor also reflects the deduction of any reasonable
expenses which may result if there were a substitution of other securities
for shares of the mutual funds as described under "Substitution and Change",
p. 11, and any applicable taxes, i.e., any tax liability we have paid or
reserved for resulting from the maintenance or operation of a Division of the
Account, other than applicable premium taxes which we may deduct directly
from considerations. We do not anticipate that we will make any deduction for
federal

<PAGE>

income taxes (see "Federal Income Taxes", p. 12), nor do we anticipate that
maintenance or operation of the Account will give rise to any deduction for
state or local taxes. However, we reserve the right to charge the
appropriate Contracts with their shares of any tax liability which may result
under present or future tax laws from the maintenance or operation of the
Account or to deduct any such tax liability in the computation of the net
investment factor for such Contracts.

3. CONTRACT FEE. On each Contract anniversary prior to the maturity date we
make a deduction of $30 for administrative expenses relating to a Deferred
Contract during the prior year. We make the charge by reducing the number of
Accumulation Units credited to the Contract. For purposes of allocating and
deducting the annual Contract fee, we consider any investment in the
Guaranteed Interest Fund as though it were an investment of the same amount
in one of the Account Divisions. We cannot increase this charge. The charge
is intended only to reimburse us for our actual administrative expenses. We
currently are waiving the charge, if the Contract value on the Contract
anniversary is $50,000 or more.

4. WITHDRAWAL CHARGE. For the Back Load Contract if you withdraw
Accumulation Units for cash, we will deduct a withdrawal charge for sales
expenses. We will base the withdrawal charge on the Amount Categories and
the Rates in the table below. We base the amount in each Category on
cumulative purchase payments you have made and on the number of Contract
anniversaries that have occurred since you made each purchase payment.

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

The first $100,000 of total purchase payments paid over the life of the
Contract start 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, we move any amount in a Category to the next lower Category
until the Contract anniversary on which that amount reaches Category Zero.
The total withdrawal charge will be the sum of all the results calculated by
multiplying the amount in each Category by the Rate for that Category. The
amounts we use to calculate the withdrawal charge will be limited to the
value of the Contract benefits that are subject to the withdrawal charge. The
amounts we use will be taken from those Categories that produce the lowest
withdrawal charge. However, any amounts we use 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 you have paid under the
Contract; but in the case of a partial withdrawal, we consider the purchase
payments paid under the Contract 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 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. We will take eligible amounts withdrawn meeting
these requirements first from the portion of the Contract value that exceeds
cumulative purchase payments. We will base the withdrawal charge for any
amounts not included in the withdrawal charge free amount first on the
purchase payments that have been paid.

We will make no withdrawal charge when you select a variable payment plan.
However, we will make the withdrawal charge if you make a withdrawal, or
partial withdrawal, within five years after the beginning of a variable
payment plan which is not contingent on the payee's life (Plan 1). For fixed
payment plans the Contract provides for deduction of the withdrawal charge
when the payment plan is selected. By current administrative practice we
will waive the withdrawal charge upon selection of a fixed payment plan for a
certain period of 12 years or more (Plan 1) or any fixed payment plan which
involves a life contingency (Plans 2 or 3) if you select the payment plan
after the Contract has been in force for at least one full year.

5. PREMIUM TAXES. The Contracts provide for the deduction of applicable
premium taxes, if any, from purchase payments or from Contract benefits.
Various jurisdictions levy premium taxes. Premium taxes presently range from
0% to 2% of total considerations. Many jurisdictions presently exempt from
premium taxes annuities such as the Contracts. As a matter of current
practice, we do not deduct premium taxes from purchase payments received
under the Contracts or from Contract benefits. However, we reserve the right
to deduct premium taxes in the future.

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

<PAGE>

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 for sales expenses. The
deduction is 8% on the first $5,000 received during a single Contract year as
defined in the Contract, 4% on the next $20,000, 2% on the next $75,000 and
1% on the excess over $100,000. The charge for mortality rate and expense
risks for those Contracts is .75% of the assets of the Account, which we may
raise to a maximum annual rate of 1%. There is no annual Contract fee.

REDUCED CHARGES FOR EXCHANGE TRANSACTIONS

As a matter of current practice, we permit owners of fixed dollar annuities
we have previously issued to exchange those contracts for Front Load or Back
Load Contracts without paying a second charge for sales expenses. This rule
is subject to a number of exceptions and qualifications. We may change or
withdraw it at any time.

In general, we make a $25 administrative charge on these exchange
transactions and we permit only one such transaction in any 12-month period.
Transactions on this basis are subject to a limit of 20% of the amount held
under the fixed annuity contract in any 12-month period, but we are presently
waiving this limit.

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

We place exchange proceeds from fixed contracts which have no surrender
charge provisions in the 0% withdrawal charge category. As an alternative,
exchange proceeds from such a fixed contract may be added to a Front Load
Contract or to a Deferred Contract issued prior to December 17, 1981 without
any deduction for sales expenses.

Fixed annuity contracts (which are not described in this prospectus) are
available in exchange for the Contracts on a comparable basis.

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

DISTRIBUTION OF THE CONTRACTS

We sell the Contracts through individuals who, in addition to being licensed
insurance agents of Northwestern Mutual Life, are registered representatives
of Northwestern Mutual Investment Services, LLC, our wholly-owned subsidiary.
Northwestern Mutual Investment Services, LLC is a registered broker-dealer
under the Securities Exchange Act of 1934, and a member of the National
Association of Securities Dealers. Where state law requires, these agents
will also be licensed securities salesmen. Commissions paid to the agents on
sales of the Contracts will not exceed 4% of purchase payments.

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

YEAR 2000 ISSUES

Since early 1996, we have been preparing for the computer requirements
associated with the approaching turn of the century. We completed assessment
of our internal systems in 1996. As of the date of this prospectus, the
necessary system changes are substantially complete. System testing is in
process and we expect testing of all critical systems to be completed during
the first six months of 1999.

The work on these computer systems extends to software packages we purchase
from vendors. In addition, we have been communicating formally with our
business partners to identify and assess potential exposure that could result
from their failure to address these computer issues on a timely basis. Each
of our departments has prepared a contingency plan.

We and our business partners bear all of the costs of identifying and
resolving the computer systems issues associated with the year 2000. These
costs will have no effect on the performance of the Account. The Contracts
permit us to increase the charges for our expense risks up to the guaranteed
maximum rates. However, we do not expect our costs for year 2000 compliance
to have any significant effect on the benefits or values provided by the
Contracts.

We believe that our computer systems will be ready for the year 2000 well in
advance of the deadline. By their nature, however, the issues in this area
carry the risk of unforeseen problems, both at Northwestern Mutual Life and
at all the other sites where supporting functions and interaction take place.
There can be no assurance that these problems will not have a material
adverse impact on the operations of Northwestern Mutual Life and the Account.

<PAGE>

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION

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

<CAPTION>
PAGE
----
<S> <C>
FINANCIAL STATEMENTS OF THE
ACCOUNT (for the two years ended
December 31, 1998).......................... B-5
REPORT OF INDEPENDENT
ACCOUNTANTS (for the two
years ended December 31, 1998............... B-11
FINANCIAL STATEMENTS OF
NORTHWESTERN MUTUAL LIFE
(for the three years ended December
31, 1998)................................... B-12
REPORT OF INDEPENDENT
ACCOUNTANTS (for the three years
ended December 31, 1998).................... B-25
</TABLE>

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

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

TO: The Northwestern Mutual Life Insurance Company

Annuity and Accumulation Products Marketing Department
Room E12J
720 East Wisconsin Avenue
Milwaukee, WI 53202

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

Name____________________________________________________________________

Address_________________________________________________________________

________________________________________________________________________

City__________________________________ State_____________ Zip __________

<PAGE>

More information about Northwestern Mutual Series Fund, Inc. is included in
the Fund's Statement of Additional Information (SAI), incorporated by
reference in this prospectus, which is available free of charge. More
information about the Fund's investments is included in the Fund's annual and
semi-annual reports, which discuss the market conditions and investment
strategies that significantly affected each Portfolio's performance during
the previous fiscal period.

To request a free copy of the Fund's SAI, or current annual or semi-annual
report, call us at 1-800-519-4665. Information about the Fund (including the
SAI) can be reviewed and copied at the Public Reference Room of the
Securities and Exchange Commission (SEC) in Washington, DC. Information on
the operation of the Public Reference Room may be obtained by calling the SEC
at 1-800-SEC-0330. Reports and other information about the Fund are
available on the SEC's Internet site at http://www.sec.gov. Copies of this
information may be obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington, DC 20549-6009.

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

INDIVIDUAL VARIABLE ANNUITY CONTRACTS
for Retirement Plans of Self-Employed Persons
and Their Employees

NML VARIABLE ANNUITY ACCOUNT A

NORTHWESTERN MUTUAL SERIES FUND, INC.

RUSSELL INSURANCE FUNDS

P R O S P E C T U S

Investment Company Act File Nos. 811-3990 and 811-5371

NORTHWESTERN
MUTUAL LIFE-Registered Trademark-

PO Box 3095
Milwaukee WI 53201-3095

Change Service Requested

40902

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

VARIABLE ANNUITY CONTRACTS
(for Retirement Plans of Self-Employed Perons 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, 1999.

The Date of this Statement of Additional Information is April 30,
1999.

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, LLC ("NMIS").

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

<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1998 $2,760,049
1997 $2,203,105
1996 $1,344,104
</TABLE>

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. 10, and "Assumed Investment Rate",
p. 10; "Dividends", p. 11; "Net Investment Factor", p. 9; and "Deductions",
p. 13.

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

B-2
<PAGE>

the preceding Friday. The preceding Friday would be the fifth valuation date
prior to the Friday due date, and the sixth valuation date prior to the
Saturday or Sunday due dates.

ANNUITY UNIT VALUE The value of an Annuity Unit for each Division was
established at $1.00 as of the date operations began for that Division. The
value of an Annuity Unit on any later date varies 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).

<TABLE>
<CAPTION>
<C> <S> <C>
(1) Assumed number of Accumulation Units in
Balanced Division on
maturity date . . . . . . . . . . . . . . . . . . . . 25,000

(2) Assumed Value of an Accumulation Unit in
Balanced Division at
maturity. . . . . . . . . . . . . . . . . . . . . . . $2.000000

(3) Cash Value of Contract at maturity, (1) X (2) . . . . $50,000

(4) Assumed applicable monthly payment rate per
$1,000 from annuity rate table. . . . . . . . . . . . $5.00

(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
</TABLE>

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.

B-3
<PAGE>

However, the value of the Annuity Unit depends entirely on the investment
performance of the Division. Thus in the example above, if the net investment
rate for the following month was less than the Assumed Investment Rate of
3-1/2%, the Annuity Unit would decline in value. If the Annuity Unit value
declined to $1.499000 the succeeding monthly payment would then be 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 or Fund shares held in each Division of the Account
at the time of each valuation is the redemption value of such shares at such
time. If the right to redeem shares of a Portfolio or Fund has been suspended,
or payment of redemption value has been postponed, for the sole purpose of
computing annuity payments the shares held in the Account (and Annuity Units)
may be valued at fair value as determined in good faith by the Board of Trustees
of Northwestern Mutual Life.

TRANSFERABILITY RESTRICTIONS

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

EXPERTS

The financial statements of the Account as of December 31, 1998 and for
each of the two years in the period ended December 31, 1998 and of Northwestern
Mutual Life as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998 included in this Statement of Additional
Information have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP
provides audit services for the Account. The address of PricewaterhouseCoopers
LLP is 100 East Wisconsin Avenue, Suite 1500, Milwaukee, Wisconsin 53202.

B-4
<PAGE>
ACCOUNT A FINANCIAL STATEMENTS
NML VARIABLE ANNUITY ACCOUNT A
Financial Statements
DECEMBER 31, 1998
STATEMENT OF ASSETS AND LIABILITIES
(IN THOUSANDS)

<TABLE>
<S> <C> <C>
ASSETS
Investments at Market Value:
Northwestern Mutual Series Fund, Inc.
Aggressive Growth Stock
25,396 shares (cost $66,276)............... $ 87,973
International Equity
26,830 shares (cost $38,805)............... 44,995
Growth Stock
11,915 shares (cost $20,533)............... 26,774
Growth and Income Stock
22,438 shares (cost $31,395)............... 36,440
Index 500 Stock
43,592 shares (cost $75,957)............... 143,376
Balanced
146,262 shares (cost $214,781)............. 325,287
High Yield Bond
9,922 shares (cost $10,685)................ 9,287
Select Bond
20,792 shares (cost $24,420)............... 25,970
Money Market
26,910 shares (cost $26,910)............... $ 26,910 $ 727,012
---------
Due from Sale of Fund Shares.................................. 1,408
Due from Northwestern Mutual Life Insurance Company........... 22
---------
Total Assets.................................................. $ 728,442
---------
---------
LIABILITIES
Due to Participants......................................... $ 1,375
Due to Northwestern Mutual Life Insurance Company........... 1,408
Due on Purchase of Fund Shares.............................. 26
---------
Total Liabilities....................................... 2,809
---------
EQUITY (NOTE 8)
Contracts Issued Prior to December 17, 1981................. $ 73,723
Contracts Issued After December 16, 1981 and Prior to March
31, 1995................................................... 558,227
Contracts Issued On or After March 31, 1995:
Front Load Version.......................................... 15,243
Back Load Version........................................... 78,440
---------
Total Equity............................................ 725,633
---------
Total Liabilities and Equity............................ $ 728,442
---------
---------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-5

<PAGE>
ACCOUNT A FINANCIAL STATEMENTS
NML VARIABLE ANNUITY ACCOUNT A
Statements of Operations and Changes in Equity
(IN THOUSANDS)

<TABLE>
<CAPTION>
AGGRESSIVE GROWTH INTERNATIONAL EQUITY
COMBINED STOCK DIVISION DIVISION
----------------------------- ----------------------------- -----------------------------
YEAR YEAR YEAR
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997 1998 1997
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 34,233 $ 33,253 $ 3,294 $5,047 $ 2,855 $ 1,628
Annuity Rate and Expense
Guarantees.................. 8,067 7,047 1,049 979 591 580
------------- ------------- ------------- ------------- ------------- -------------
Net Investment Income......... 26,166 26,206 2,245 4,068 2,264 1,048
------------- ------------- ------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 37,625 23,135 6,752 4,372 3,000 1,235
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... 36,250 56,364 (3,928) 1,563 (3,655) 2,446
------------- ------------- ------------- ------------- ------------- -------------
Net Gain (Loss) on
Investments............... 73,875 79,499 2,824 5,935 (655) 3,681
------------- ------------- ------------- ------------- ------------- -------------
Increase in Equity Derived
from Investment
Activity.................. 100,041 105,705 5,069 10,003 1,609 4,729
------------- ------------- ------------- ------------- ------------- -------------
EQUITY TRANSACTIONS
Contract Owners' Net
Deposits.................. 62,325 61,965 10,359 11,297 4,941 6,419
Annuity Payments............ (1,306) (1,047) (41) (40) (32) (25)
Surrenders and Other
(net)..................... (80,848) (64,552) (8,661) (7,160) (5,289) (4,015)
Transfers from Other
Divisions or Sponsor...... 95,967 63,046 8,930 8,697 5,056 6,734
Transfers to Other Divisions
or Sponsor................ (98,941) (64,242) (17,180) (11,469) (11,484) (5,225)
------------- ------------- ------------- ------------- ------------- -------------
Increase (Decrease) in Equity
Derived from Equity
Transactions................ (22,803) (4,830) (6,593) 1,325 (6,808) 3,888
------------- ------------- ------------- ------------- ------------- -------------
Net Increase (Decrease) in
Equity...................... 77,238 100,875 (1,524) 11,328 (5,199) 8,617
EQUITY
Beginning of Year........... 648,395 547,520 89,403 78,075 50,111 41,494
------------- ------------- ------------- ------------- ------------- -------------
End of Year................. $725,633 $648,395 $87,879 $89,403 $44,912 $50,111
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-6

<PAGE>
NML VARIABLE ANNUITY ACCOUNT A
Statements of Operations and Changes in Equity
(IN THOUSANDS)

<TABLE>
<CAPTION>
GROWTH & INCOME INDEX 500
GROWTH STOCK DIVISION STOCK DIVISION STOCK DIVISION
--------------------------- --------------------------- ---------------------------
YEAR YEAR YEAR
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997 1998 1997
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 461 $ 770 $ 294 $ 5,155 $ 4,267 $ 3,230
Annuity Rate and Expense
Guarantees.................. 263 151 353 214 1,404 1,062
------------ ------------ ------------ ------------ ------------ ------------
Net Investment Income......... 198 619 (59) 4,941 2,863 2,168
------------ ------------ ------------ ------------ ------------ ------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 1,743 595 1,022 683 8,567 4,795
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... 2,872 2,039 4,954 (1,305) 18,919 19,474
------------ ------------ ------------ ------------ ------------ ------------
Net Gain (Loss) on
Investments............... 4,615 2,634 5,976 (622) 27,486 24,269
------------ ------------ ------------ ------------ ------------ ------------
Increase in Equity Derived
from Investment
Activity.................. 4,813 3,253 5,917 4,319 30,349 26,437
------------ ------------ ------------ ------------ ------------ ------------
EQUITY TRANSACTIONS
Contract Owners' Net
Deposits.................. 3,618 2,808 4,697 3,571 11,699 9,100
Annuity Payments............ (4) (2) (55) (35) (411) (334)
Surrenders and Other
(net)..................... (2,367) (834) (2,704) (1,978) (12,885) (9,181)
Transfers from Other
Divisions or Sponsor...... 7,949 4,394 9,679 6,598 17,648 10,885
Transfers to Other Divisions
or Sponsor................ (4,660) (1,889) (4,854) (2,128) (14,119) (6,821)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in Equity
Derived from Equity
Transactions................ 4,536 4,477 6,763 6,028 1,932 3,649
------------ ------------ ------------ ------------ ------------ ------------
Net Increase (Decrease) in
Equity...................... 9,349 7,730 12,680 10,347 32,281 30,086
EQUITY
Beginning of Year........... 17,255 9,525 23,548 13,201 110,895 80,809
------------ ------------ ------------ ------------ ------------ ------------
End of Year................. $ 26,604 $ 17,255 $ 36,228 $ 23,548 $143,176 $110,895
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

The Accompanying Notes are an Integral Part of the Financial Statements

B-7

<PAGE>
NML VARIABLE ANNUITY ACCOUNT A
Statements of Operations and Changes in Equity
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCED DIVISION HIGH YIELD BOND DIVISION SELECT BOND DIVISION
--------------------------- --------------------------- ---------------------------
YEAR YEAR YEAR
ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997 1998 1997
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 19,089 $ 13,245 $ 951 $ 1,418 $ 1,768 $ 1,557
Annuity Rate and Expense
Guarantees.................. 3,750 3,458 113 84 277 274
------------ ------------ ------------ ------------ ------------ ------------
Net Investment Income......... 15,339 9,787 838 1,334 1,491 1,283
------------ ------------ ------------ ------------ ------------ ------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... 16,661 10,959 (220) 198 100 297
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... 18,160 32,245 (925) (533) (147) 435
------------ ------------ ------------ ------------ ------------ ------------
Net Gain (Loss) on
Investments............... 34,821 43,204 (1,145) (335) (47) 732
------------ ------------ ------------ ------------ ------------ ------------
Increase in Equity Derived
from Investment
Activity.................. 50,160 52,991 (307) 999 1,444 2,015
------------ ------------ ------------ ------------ ------------ ------------
EQUITY TRANSACTIONS
Contract Owners' Net
Deposits.................. 17,160 19,753 2,104 1,351 2,145 2,086
Annuity Payments............ (662) (515) (5) (3) (59) (50)
Surrenders and Other
(net)..................... (35,226) (31,209) (806) (413) (3,234) (4,326)
Transfers from Other
Divisions or Sponsor...... 10,851 6,095 4,761 3,537 3,443 2,638
Transfers to Other Divisions
or Sponsor................ (19,108) (14,968) (5,233) (1,635) (3,102) (3,785)
------------ ------------ ------------ ------------ ------------ ------------
Increase (Decrease) in Equity
Derived from Equity
Transactions................ (26,985) (20,844) 821 2,837 (807) (3,437)
------------ ------------ ------------ ------------ ------------ ------------
Net Increase (Decrease) in
Equity...................... 23,175 32,148 514 3,836 637 (1,422)
EQUITY
Beginning of Year........... 301,628 269,480 8,744 4,908 25,225 26,647
------------ ------------ ------------ ------------ ------------ ------------
End of Year................. $324,803 $301,628 $ 9,258 $ 8,744 $ 25,862 $ 25,225
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------

MONEY MARKET DIVISION
---------------------------

YEAR
ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
INVESTMENT INCOME
Dividend Income............... $ 1,254 $ 1,203
Annuity Rate and Expense
Guarantees.................. 267 245
------------ ------------
Net Investment Income......... 987 958
------------ ------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS
Realized Gain on
Investments............... -- --
Unrealized Appreciation
(Depreciation) of
Investments During the
Period.................... -- --
------------ ------------
Net Gain (Loss) on
Investments............... -- --
------------ ------------
Increase in Equity Derived
from Investment
Activity.................. 987 958
------------ ------------
EQUITY TRANSACTIONS
Contract Owners' Net
Deposits.................. 5,602 5,580
Annuity Payments............ (37) (43)
Surrenders and Other
(net)..................... (9,676) (5,436)
Transfers from Other
Divisions or Sponsor...... 27,650 13,468
Transfers to Other Divisions
or Sponsor................ (19,201) (16,322)
------------ ------------
Increase (Decrease) in Equity
Derived from Equity
Transactions................ 4,338 (2,753)
------------ ------------
Net Increase (Decrease) in
Equity...................... 5,325 (1,795)
EQUITY
Beginning of Year........... 21,586 23,381
------------ ------------
End of Year................. $ 26,911 $ 21,586
------------ ------------
------------ ------------
</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, 1998

NOTE 1 -- NML Variable Annuity Account A (the "Account") is a segregated asset
account of The Northwestern Mutual Life Insurance Company ("Northwestern Mutual"
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% 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, 1998 by each Division
are shown below:

<TABLE>
<CAPTION>
PURCHASES SALES
--------------- ---------------
<S> <C> <C>
Aggressive Growth Division...... $ 10,360,035 $ 14,639,276
International Equity Division... 6,698,885 11,198,223
Growth Stock Division........... 9,097,053 4,198,359
Growth & Income Stock
Division........................ 10,667,937 3,780,324
Index 500 Stock Division........ 18,355,852 13,607,476
Balanced Division............... 28,049,864 40,333,474
High Yield Bond Division........ 5,801,403 4,113,088
Select Bond Division............ 5,372,185 4,608,524
Money Market Division........... 24,597,925 19,273,286
</TABLE>

NOTE 6 -- A deduction for annuity rate and expense guarantees is determined
daily and paid to Northwestern Mutual 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 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. For these contracts, the rates may be increased or
decreased by the Board of Trustees of Northwestern Mutual 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 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 not to exceed a 1% annual rate.

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

NOTE 7 -- Northwestern Mutual 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. 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>
NML VARIABLE ANNUITY ACCOUNT A
Notes to Financial Statements
(IN THOUSANDS)
DECEMBER 31, 1998
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
DIVISION UNIT VALUE OUTSTANDING EQUITY UNIT VALUE OUTSTANDING EQUITY
- ---------------------------------------- -------------- ------------- --------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth Stock................. $ 3.964849 480 $ 1,901 $ 3.808330 18,213 $ 69,362
International Equity.................... 1.947470 648 1,262 1.893030 19,262 36,463
Growth Stock............................ 2.549324 248 631 2.490522 7,216 17,971
Growth and Income....................... 2.437983 310 756 2.381813 10,867 25,883
Index 500 Stock......................... 4.202480 7,343 30,860 4.036666 21,468 86,659
Balanced................................ 7.372322 3,014 22,217 6.771353 40,488 274,158
High Yield Bond......................... 1.582307 183 290 1.545816 3,975 6,144
Select Bond............................. 7.718724 900 6,946 7.088069 2,172 15,394
Money Market............................ 2.646458 1,723 4,561 2.430915 6,700 16,286

Equity................................ 69,424 548,320
--------- ----------
Annuity Reserves...................... 4,299 9,907
--------- ----------
Total Equity.......................... $ 73,723 $ 558,227
--------- ----------
--------- ----------
</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
DIVISION UNIT VALUE OUTSTANDING EQUITY UNIT VALUE OUTSTANDING EQUITY
- ------------------------------------------ -------------- ------------- --------- -------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth Stock................... $ 1.858751 1,195 $ 2,221 $ 3.808330 3,703 $ 14,105
International Equity...................... 1.604722 669 1,074 1.893030 3,028 5,733
Growth Stock.............................. 2.375383 448 1,064 2.490522 2,761 6,877
Growth and Income Stock................... 2.270962 737 1,673 2.381813 3,046 7,256
Index 500 Stock........................... 2.597374 1,058 2,748 4.036666 4,504 18,182
Balanced.................................. 1.912247 1,769 3,383 6.771353 2,565 17,370
High Yield Bond........................... 1.495835 400 599 1.545816 1,401 2,165
Select Bond............................... 1.350384 160 216 7.088069 368 2,611
Money Market.............................. 1.203067 1,564 1,882 2.430915 1,515 3,683

Equity.................................. 14,860 77,982
--------- ---------
Annuity Reserves........................ 383 458
--------- ---------
Total Equity............................ $ 15,243 $ 78,440
--------- ---------
--------- ---------
</TABLE>

B-10
<PAGE>
ACCOUNTANTS' REPORT

[LOGO]

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 Aggressive Growth Stock Division,
International Equity Division, Growth Stock Division, Growth and Income Stock
Division, Index 500 Stock Division, Balanced Division, High Yield Bond Division,
Select Bond Division and the Money Market Division thereof at December 31, 1998,
the results of each of their operations and the changes in each of their equity
for each of the two years in the period ended December 31, 1998 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, 1998 with
Northwestern Mutual Series Fund, Inc., provide a reasonable basis for the
opinion expressed above.

[SIGNATURE]

Milwaukee, Wisconsin
January 25, 1999

B-11
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(IN MILLIONS)

The following financial statements of Northwestern Mutual should be considered
only as bearing upon the ability of Northwestern Mutual Life to meet its
obligations under the Policies.

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1998 1997
--------- ---------
<S> <C> <C>
ASSETS
Bonds......................................... $ 34,888 $ 32,359
Common and preferred stocks................... 6,576 6,524
Mortgage loans................................ 12,250 10,835
Real estate................................... 1,481 1,372
Policy loans.................................. 7,580 7,163
Other investments............................. 1,839 2,026
Cash and temporary investments................ 1,275 572
Due and accrued investment income............. 827 795
Other assets.................................. 1,313 1,275
Separate account assets....................... 9,966 8,160
--------- ---------
Total assets.............................. $ 77,995 $ 71,081
--------- ---------
--------- ---------
LIABILITIES AND SURPLUS
Reserves for policy benefits.................. $ 51,815 $ 47,343
Policy benefit and premium deposits........... 1,709 1,624
Policyowner dividends payable................. 2,870 2,640
Interest maintenance reserve.................. 606 461
Asset valuation reserve....................... 1,994 1,974
Income taxes payable.......................... 1,161 1,043
Other liabilities............................. 3,133 3,735
Separate account liabilities.................. 9,966 8,160
--------- ---------
Total liabilities......................... 73,254 66,980
Surplus....................................... 4,741 4,101
--------- ---------
Total liabilities and surplus............. $ 77,995 $ 71,081
--------- ---------
--------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

B-12

<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENT OF OPERATIONS

(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
REVENUE
Premium income................................ $ 8,021 $ 7,294 $ 6,667
Net investment income......................... 4,536 4,171 3,836
Other income.................................. 922 861 759
--------- --------- ---------
Total revenue............................. 13,479 12,326 11,262
--------- --------- ---------
BENEFITS AND EXPENSES
Benefit payments to policyowners and
beneficiaries................................ 3,602 3,329 2,921
Net additions to policy benefit reserves...... 4,521 4,026 3,701
Net transfers to separate accounts............ 564 566 579
--------- --------- ---------
Total benefits............................ 8,687 7,921 7,201
Operating expenses............................ 1,297 1,138 1,043
--------- --------- ---------
Total benefits and expenses............... 9,984 9,059 8,244
--------- --------- ---------
Gain from operations before dividends and taxes... 3,495 3,267 3,018
Policyowner dividends............................. 2,869 2,636 2,341
--------- --------- ---------
Gain from operations before taxes................. 626 631 677
Income tax expense................................ 301 356 452
--------- --------- ---------
Net gain from operations.......................... 325 275 225
Net realized capital gains........................ 484 414 395
--------- --------- ---------
Net income................................ $ 809 $ 689 $ 620
--------- --------- ---------
--------- --------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

B-13

<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENT OF CHANGES IN SURPLUS

(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
BEGINNING OF YEAR BALANCE......................... $4,101 $3,515 $2,786
Net income...................................... 809 689 620
Increase (decrease) in net unrealized gains..... (147) 576 295
Increase in investment reserves................. (20) (526) (176)
Other, net...................................... (2) (153) (10)
------- ------- -------
Net increase in surplus......................... 640 586 729
------- ------- -------
END OF YEAR BALANCE............................... $4,741 $4,101 $3,515
------- ------- -------
------- ------- -------
</TABLE>

The accompanying notes are an integral part of these financial statements.

B-14
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
----------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Insurance and annuity premiums.................. $ 8,876 $ 8,093 $ 7,361
Investment income received...................... 4,216 3,928 3,634
Disbursement of policy loans, net of
repayments..................................... (416) (360) (326)
Benefits paid to policyowners and
beneficiaries.................................. (3,572) (3,316) (2,912)
Net transfers to separate accounts.............. (564) (565) (579)
Policyowner dividends paid...................... (2,639) (2,347) (2,105)
Operating expenses and taxes.................... (1,749) (1,722) (1,663)
Other, net...................................... (83) 124 (59)
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES..... 4,069 3,835 3,351
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
PROCEEDS FROM INVESTMENTS SOLD OR MATURED
Bonds......................................... 28,720 38,284 31,942
Common and preferred stocks................... 10,359 9,057 4,570
Mortgage loans................................ 1,737 1,012 1,253
Real estate................................... 159 302 178
Other investments............................. 768 398 316
-------- -------- --------
41,743 49,053 38,259
-------- -------- --------
COST OF INVESTMENTS ACQUIRED
Bonds......................................... 30,873 41,169 35,342
Common and preferred stocks................... 9,642 9,848 4,463
Mortgage loans................................ 3,135 2,309 2,455
Real estate................................... 268 202 125
Other investments............................. 567 359 255
-------- -------- --------
44,485 53,887 42,640
-------- -------- --------
NET INCREASE (DECREASE) IN SECURITIES LENDING
AND OTHER...................................... (624) 440 1,617
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES......... (3,366) (4,394) (2,764)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY
INVESTMENTS...................................... 703 (559) 587
CASH AND TEMPORARY INVESTMENTS, BEGINNING OF
YEAR............................................. 572 1,131 544
-------- -------- --------
CASH AND TEMPORARY INVESTMENTS, END OF YEAR....... $ 1,275 $ 572 $ 1,131
-------- -------- --------
-------- -------- --------
</TABLE>

The accompanying notes are an integral part of these financial statements.

B-15

<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

1. PRINCIPAL ACCOUNTING POLICIES

The accompanying consolidated statutory financial statements include the
accounts of The Northwestern Mutual Life Insurance Company ("Company") and its
wholly-owned life insurance subsidiary, Northwestern Long Term Care Insurance
Company ("Subsidiary"). The Company and its Subsidiary offer life, annuity,
disability income and long term care products to the personal, business, estate
and tax-qualified markets.

The consolidated financial statements have been prepared using accounting
policies prescribed or permitted by the Office of the Commissioner of Insurance
of the State of Wisconsin ("statutory basis of accounting").

In 1998, the National Association of Insurance Commissioners ("NAIC") adopted
the Codification of Statutory Accounting Principles, which will replace the
current Accounting Practices and Procedures manual as the NAIC's primary
guidance on statutory accounting. The NAIC is now considering amendments to the
codification guidance that would also be effective upon its planned
implementation effective January 1, 2001. It is expected that the Office of the
Commissioner of Insurance of the State of Wisconsin ("OCI") will adopt the
codification, but it is not known whether the OCI will make any changes to that
guidance. The potential effect of the codification on the Company will depend
upon the guidance adopted by the OCI.

Financial statements prepared on the statutory basis of accounting vary from
financial statements prepared on the basis of Generally Accepted Accounting
Principles ("GAAP") primarily because on a GAAP basis (1) policy acquisition
costs are deferred and amortized, (2) investment valuations and insurance
reserves are based on different assumptions, (3) funds received under
deposit-type contracts are not reported as premium revenue, and (4) deferred
taxes are provided for temporary differences between book and tax basis of
certain assets and liabilities. The effects on the financial statements of the
differences between the statutory basis of accounting and GAAP are material to
the Company.

The preparation of financial statements in conformity with the statutory basis
of accounting requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual future results could differ from these estimates.

INVESTMENTS

The Company's investments are valued on the following bases:

<TABLE>
<S> <C> <C>
Bonds -- Amortized cost using the interest method; loan-backed and
structured securities are amortized using estimated
prepayment rates and, generally, the prospective adjustment
method
Common and preferred stocks -- Common stocks are carried at fair value, preferred stocks
are generally carried at cost, and unconsolidated
subsidiaries are recorded using the equity method
Mortgage loans -- Amortized cost
Real estate -- Lower of cost, less depreciation and encumbrances, or
estimated net realizable value
Policy loans -- Unpaid principal balance, which approximates fair value
Other investments -- Consists primarily of joint venture investments which are
valued at equity in ventures' net assets
Cash and temporary investments -- Amortized cost, which approximates fair value
</TABLE>

B-16
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

TEMPORARY INVESTMENTS

Temporary investments consist of debt securities that have maturities of one
year or less at acquisition.

NET INVESTMENT INCOME

Net investment income includes interest and dividends received or due and
accrued on debt securities and stocks, equity in unconsolidated subsidiaries'
earnings and the Company's share of joint venture income. Net investment income
is reduced by investment management expenses, real estate depreciation,
depletion related to energy assets and costs associated with securities lending.

INTEREST MAINTENANCE RESERVE

The Company is required to maintain an interest maintenance reserve ("IMR"). The
IMR is used to defer realized gains and losses, net of tax, on fixed income
investments resulting from changes in interest rates. Net realized gains and
losses deferred to the IMR are amortized into investment income over the
approximate remaining term to maturity of the investment sold.

INVESTMENT RESERVES

The Company is required to maintain an asset valuation reserve ("AVR"). The AVR
establishes a general reserve for invested asset valuation using a formula
prescribed by state regulations. The AVR is designed to stabilize surplus
against potential declines in the value of investments. In addition, the Company
maintained a $200 million voluntary investment reserve at December 31, 1998 and
1997 to absorb potential investment losses exceeding those considered by the AVR
formula. Increases or decreases in these investment reserves are recorded
directly to surplus.

SEPARATE ACCOUNTS

Separate account assets and related policy liabilities represent the segregation
of funds deposited by "variable" life insurance and annuity policyowners.
Policyowners bear the investment performance risk associated with variable
products. Separate account assets are invested at the direction of the
policyowner in a variety of Company-managed mutual funds. Variable product
policyowners also have the option to invest in a fixed interest rate annuity in
the general account of the Company. Separate account assets are reported at fair
value.

PREMIUM REVENUE AND OPERATING EXPENSES

Life insurance premiums are recognized as revenue at the beginning of each
policy year. Annuity and disability income premiums are recognized when received
by the Company. Operating expenses, including costs of acquiring new policies,
are charged to operations as incurred.

OTHER INCOME

Other income includes considerations on supplementary contracts, ceded
reinsurance expense allowances and miscellaneous policy charges.

B-17
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

BENEFIT PAYMENTS TO POLICYOWNERS AND BENEFICIARIES

Benefit payments to policyowners and beneficiaries include death, surrender and
disability benefits, matured endowments and supplementary contract payments.

RESERVES FOR POLICY BENEFITS

Reserves for policy benefits are determined using actuarial estimates based on
mortality and morbidity experience tables and valuation interest rates
prescribed by the Office of the Commissioner of Insurance of the State of
Wisconsin. See Note 3.

POLICYOWNER DIVIDENDS

Almost all life insurance policies, and certain annuity and disability income
policies, issued by the Company are participating. Annually, the Company's Board
of Trustees approves dividends payable on participating policies in the
following fiscal year, which are accrued and charged to operations when
approved.

RECLASSIFICATION

Certain financial statement balances for 1997 and 1996 have been reclassified to
conform to the current year presentation.

2. INVESTMENTS

DEBT SECURITIES

Debt securities consist of all bonds and fixed-maturity preferred stocks. The
estimated fair values of debt securities are based upon quoted market prices, if
available. For securities not actively traded, fair values are estimated using
independent pricing services or internally developed pricing models. The Company
records unrealized losses for debt securities considered impaired.

B-18

<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

Statement value, which principally represents amortized cost, and estimated fair
value of the Company's debt securities at December 31, 1998 and 1997 were as
follows:
<TABLE>
<CAPTION>
RECONCILIATION TO ESTIMATED FAIR VALUE
---------------------------------------
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1998 VALUE APPRECIATION DEPRECIATION VALUE
- -------------------------------------------------- --------- ------------ ------------ ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
US Government and political obligations........... $ 3,904 $ 461 $ (11) $ 4,354
Mortgage-backed securities........................ 7,357 280 (15) 7,622
Corporate and other debt securities............... 23,627 1,240 (382) 24,485
--------- ------------ ------ ---------
34,888 1,981 (408) 36,461
Preferred stocks.................................. 189 4 (1) 192
--------- ------------ ------ ---------
Total............................................. $35,077 $1,985 $(409) $36,653
--------- ------------ ------ ---------
--------- ------------ ------ ---------

RECONCILIATION TO ESTIMATED FAIR VALUE
---------------------------------------
GROSS GROSS ESTIMATED
STATEMENT UNREALIZED UNREALIZED FAIR
DECEMBER 31, 1997 VALUE APPRECIATION DEPRECIATION VALUE
- -------------------------------------------------- --------- ------------ ------------ ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
US Government and political obligations........... $ 3,695 $ 336 $ (3) $ 4,028
Mortgage-backed securities........................ 7,015 264 (4) 7,275
Corporate and other debt securities............... 21,649 1,098 (208) 22,539
--------- ------------ ------ ---------
32,359 1,698 (215) 33,842
Preferred stocks.................................. 167 4 (2) 169
--------- ------------ ------ ---------
Total............................................. $32,526 $1,702 $(217) $34,011
--------- ------------ ------ ---------
--------- ------------ ------ ---------
</TABLE>

The statement value of debt securities by contractual maturity at December 31,
1998 and 1997 is shown below. Expected maturities may differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less........................... $ 655 $ 605
Due after one year through five years............. 5,031 4,878
Due after five years through ten years............ 10,286 9,760
Due after ten years............................... 11,748 10,268
------------ ------------
27,720 25,511
Mortgage-backed securities........................ 7,357 7,015
------------ ------------
$35,077 $32,526
------------ ------------
------------ ------------
</TABLE>

STOCKS

The estimated fair values of common and perpetual preferred stocks are based
upon quoted market prices, if available. For securities not actively traded,
fair values are estimated using independent pricing services or internally
developed pricing models.

B-19

<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

The adjusted cost of common and preferred stock held by the Company at December
31, 1998 and 1997 was $4.8 billion and $5.0 billion, respectively.

MORTGAGE LOANS AND REAL ESTATE

Mortgage loans are collateralized by properties located throughout the United
States and Canada. The Company attempts to minimize mortgage loan investment
risk by diversification of geographic locations and types of collateral
properties.

The fair value of mortgage loans as of December 31, 1998 and 1997 was
approximately $12.9 billion and $11.5 billion, respectively. The fair value of
the mortgage loan portfolio is estimated by discounting the future estimated
cash flows using current interest rates of debt securities with similar credit
risk and maturities, or utilizing net realizable values.

At December 31, 1998 and 1997, real estate includes $61 million acquired through
foreclosure at each date and $120 million and $124 million, respectively, of
home office real estate. In 1998, 1997 and 1996, the Company recorded unrealized
losses of $5 million, $2 million and $43 million, respectively, for the excess
of statement value over fair value of certain real estate investments and
mortgage loans.

REALIZED GAINS AND LOSSES

Realized investment gains and losses for the years ended December 31, 1998, 1997
and 1996 were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996
------------------------------ ------------------------------ ------------------------------
NET NET NET
REALIZED REALIZED REALIZED
REALIZED REALIZED GAINS REALIZED REALIZED GAINS REALIZED REALIZED GAINS
GAINS LOSSES (LOSSES) GAINS LOSSES (LOSSES) GAINS LOSSES (LOSSES)
-------- -------- -------- -------- -------- -------- -------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bonds......................... $ 514 $ (231) $ 283 $ 518 $ (269) $ 249 $ 396 $ (383) $ 13
Common and preferred stocks... 885 (240) 645 533 (150) 383 580 (115) 465
Mortgage loans................ 18 (11) 7 14 (14) - 2 (15) (13)
Real estate................... 41 - 41 100 (2) 98 36 - 36
Other investments............. 330 (267) 63 338 (105) 233 204 (51) 153
-------- -------- -------- -------- -------- -------- -------- -------- --------
1,788 (749) 1,039 1,503 (540) 963 1,218 (564) 654
-------- -------- -------- -------- -------- -------- -------- -------- --------
Less: Capital gains taxes..... 358 340 224
Less: IMR deferrals........... 197 209 35
-------- -------- --------
Net realized capital gains.... $ 484 $ 414 $ 395
-------- -------- --------
-------- -------- --------
</TABLE>

SECURITIES LENDING

The Company has entered into a securities lending agreement whereby certain
securities are loaned to third parties, primarily major brokerage firms. The
Company's policy requires a minimum of 102 percent of the fair value of the
loaned securities as collateral, calculated on a daily basis in the form of
either cash or securities. Collateral assets received and related liability due
to counterparties of $1.5 billion are included in the consolidated

B-20
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

statements of financial position for each of the periods ended at December 31,
1998 and 1997, and approximate the statement value of securities loaned at those
dates.

INVESTMENT IN MGIC

The Company owns 11.0% (11.9 million shares) of the outstanding common stock of
MGIC Investment Corporation ("MGIC"). This investment is accounted for using the
equity method. At December 31, 1998 and 1997, the fair value of the Company's
investment in MGIC exceeded the statement value of $180 million and $273
million, respectively, by $296 million and $768 million, respectively.

In July 1995, the Company entered into a forward contract with a brokerage firm
to deliver 8.9 million to 10.7 million shares of MGIC (or cash in an amount
equal to the market value of the MGIC shares at contract maturity) in August,
1998, in exchange for a fixed cash payment of $247 million ($24 per share). The
Company's objective in entering into the forward contract was to hedge against
depreciation in the value of its MGIC holdings during the contract period below
the initial spot price of $24, while partially participating in appreciation, if
any, during the forward contract's duration. In August 1998, the Company
delivered 8.9 million shares to settle the forward contract. In conjunction with
the settlement, the Company recorded a $114 million realized gain.

DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into transactions to reduce
its exposure to fluctuations in interest rates, foreign currency exchange rates
and market volatility. These hedging strategies include the use of forwards,
futures, options and swaps.

The Company held the following positions for hedging purposes at December 31,
1998 and 1997:

<TABLE>
<CAPTION>
DERIVATIVE FINANCIAL INSTRUMENT NOTIONAL AMOUNTS RISKS REDUCED
- --------------------------------------------- --------------------------------------- ---------------------------------------
(IN MILLIONS)
DECEMBER 31,
1998 DECEMBER 31, 1997
------------------ ------------------
<S> <C> <C> <C>
Foreign Currency Forward Currency exposure on foreign-denominated
Contracts................................... $601 $564 investments.
Common Stock Futures......................... 657 327 Stock market price fluctuation.
Bond Futures................................. 379 95 Bond market price fluctuation.
Options to acquire Interest Rate Swaps....... 419 530 Interest rates payable on certain annuity
and insurance contracts.
Foreign Currency and Interest Rate Swaps..... 94 209 Interest rates on variable rate notes and
currency exposure on foreign-denominated
bonds.
</TABLE>

The notional or contractual amounts of derivative financial instruments are used
to denominate these types of transactions and do not represent the amounts
exchanged between the parties.

In addition to the use of derivatives for hedging purposes, equity swaps were
held for investment purposes during 1997 and 1998. The notional amount of equity
swaps outstanding at December 31, 1998 and 1997 was $188 million and $143
million, respectively.

Foreign currency forwards, foreign currency swaps, stock futures and equity
swaps are reported at fair value. Resulting gains and losses on these contracts
are unrealized until expiration of the contract. There is no statement

B-21
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

value reported for interest rate swaps, bond futures and options to acquire
interest rate swaps prior to the settlement of the contract, at which time
realized gains and losses are deferred to IMR. Changes in the value of
derivative instruments are expected to offset gains and losses on the hedged
investments. During 1998, net realized and unrealized gains on investments were
partially offset by net realized losses of $104 million and net unrealized
losses of $58 million on derivative instruments. The effect of derivative
instruments in 1997 and 1996 was not material to the Company's results of
operations.

3. RESERVES FOR POLICY BENEFITS

Life insurance reserves on substantially all policies issued since 1978 are
based on the Commissioner's Reserve Valuation Method with interest rates ranging
from 3 1/2% to 5 1/2%. Other life policy reserves are primarily based on the net
level premium method employing various mortality tables at interest rates
ranging from 2% to 4 1/2%.

Deferred annuity reserves on contracts issued since 1985 are valued primarily
using the Commissioner's Annuity Reserve Valuation Method with interest rates
ranging from 3 1/2% to 6 1/4%. Other deferred annuity reserves are based on
contract value. Immediate annuity reserves are based on present values of
expected benefit payments at interest rates ranging from 3 1/2% to 7 1/2%.

Active life reserves for disability income ("DI") policies issued since 1987 are
primarily based on the two-year preliminary term method using a 4% interest rate
and the 1985 Commissioner's Individual Disability Table A ("CIDA") for
morbidity. Active life reserves for prior DI policies are based on the net level
premium method, a 3% to 4% interest rate and the 1964 Commissioner's Disability
Table for morbidity. Disabled life reserves for DI policies are based on the
present values of expected benefit payments primarily using the 1985 CIDA
(modified for Company experience in the first two years of disability) with
interest rates ranging from 3% to 5 1/2%.

Use of these actuarial tables and methods involves estimation of future
mortality and morbidity based on past experience. Actual future experience could
differ from these estimates.

4. EMPLOYEE AND AGENT BENEFIT PLANS

The Company sponsors noncontributory defined benefit retirement plans for all
eligible employees and agents. The expense associated with these plans is
generally recorded by the Company in the period contributions to the plans are
funded. As of January 1, 1998, the most recent actuarial valuation date
available, the qualified defined benefit plans were fully funded. The Company
recorded a liability of $98 million and $87 million for nonqualified defined
benefit plans at December 31, 1998 and 1997, respectively. In addition, the
Company has a contributory 401(k) plan for eligible employees and a
noncontributory defined contribution plan for all full-time agents. The
Company's contributions are expensed in the period contributions are made to the
plans. The Company recorded $29 million, $27 million and $25 million of total
expense related to its defined benefit and defined contribution plans for the
years ended December 31, 1998, 1997 and 1996, respectively. The defined benefit
and defined contribution plans' assets of $1.9 billion and $1.7 billion at
December 31, 1998 and 1997, respectively, were primarily invested in the
separate accounts of the Company.

In addition to pension and retirement benefits, the Company provides certain
health care and life insurance benefits ("postretirement benefits") for retired
employees. Substantially all employees may become eligible for these benefits if
they reach retirement age while working for the Company. Postretirement benefit
costs for the years ended December 31, 1998, 1997 and 1996 were a net expense
(benefit) of $1.8 million, ($1.3) million and

B-22
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

($12.0) million, respectively. Net benefits were primarily a result of favorable
differences between actuarial assumptions and actual experience.

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
-------------------- --------------------
<S> <C> <C>
Unfunded postretirement
benefit obligation for
retirees and other fully
eligible employees (Accrued
in statement of financial
position).................... $35 million $34 million
Estimated postretirement
benefit obligation for active
non-vested employees (Not
accrued until employee
vests)....................... $56 million $50 million
Discount rate................. 7% 7%
Health care cost trend rate... 10% to an ultimate 10% to an ultimate
5%, declining 1% for 5%, declining 1% for
5 years 5 years
</TABLE>

If the health care cost trend rate assumptions were increased by 1%, the accrued
postretirement benefit obligation as of December 31, 1998 and 1997 would have
been increased by $5 million and $4 million, respectively.

At December 31, 1998 and 1997, the recorded postretirement benefit obligation
was reduced by $23 million and $20 million, respectively, for assets funded for
postretirement health care benefits.

5. REINSURANCE

In the normal course of business, the Company seeks to limit its exposure to
loss on any single insured and to recover a portion of benefits paid by ceding
to reinsurers under excess coverage and coinsurance contracts. The Company
retains a maximum of $25 million of coverage per individual life and $35 million
maximum of coverage per joint life. The Company has an excess reinsurance
contract for disability income policies with retention limits varying based upon
on coverage type.

The amounts shown in the accompanying consolidated financial statements are net
of reinsurance. Policy benefit reserves at December 31, 1998 and 1997 were
reported net of ceded reserves of $518 million and $435 million, respectively.
The effect of reinsurance on premiums and benefits for the years ended December
31, 1998, 1997 and 1996 was as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C>
Direct premiums................................... $8,426 $7,647 $7,064
Premiums ceded.................................... (405) (353) (397)
------- ------- -------
Net premium revenue............................... $8,021 $7,294 $6,667
------- ------- -------
------- ------- -------
Benefits to policyowners and beneficiaries........ $8,869 $8,057 $7,348
Benefits ceded.................................... (182) (136) (147)
------- ------- -------
Net benefits to policyowners and beneficiaries.... $8,687 $7,921 $7,201
------- ------- -------
------- ------- -------
</TABLE>

B-23
<PAGE>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

In addition, the Company received $121 million, $115 million and $93 million for
the years ended December 31, 1998, 1997 and 1996, respectively, from reinsurers
representing allowances for reimbursement of commissions and other expenses.
These amounts are included in other income in the consolidated statement of
operations.

Reinsurance contracts do not relieve the Company from its obligations to
policyowners. Failure of reinsurers to honor their obligations could result in
losses to the Company; consequently, allowances are established for amounts
deemed uncollectible. The Company evaluates the financial condition of its
reinsurers and monitors concentrations of credit risk arising from similar
geographic regions, activities or economic characteristics of the reinsurers to
minimize its exposure to significant losses from reinsurer insolvencies.

6. INCOME TAXES

Provisions for income taxes are based on current income tax payable without
recognition of deferred taxes. The Company files a consolidated life-nonlife
federal income tax return. Federal income tax returns for years through 1988 are
closed as to further assessment of tax. Adequate provision has been made in the
financial statements for any additional taxes which may become due with respect
to the open years.

The Company's effective tax rate on gains from operations before taxes for the
years ended December 31, 1998, 1997 and 1996 was 48%, 56%, and 67% respectively.
The Company's effective tax rate exceeds the federal corporate rate of 35%
primarily because, (1) the Company pays a tax that is assessed only on the
surplus of mutual life insurance companies ("equity tax"), and (2) the Company
must capitalize and amortize (as opposed to immediately deducting) an amount
deemed to represent the cost of acquiring new business ("DAC tax").

7. ACQUISITION OF FRANK RUSSELL COMPANY

Pursuant to an Agreement and Plan of Merger, dated as of August 10, 1998, the
Company acquired Frank Russell Company effective January 1, 1999 for a purchase
price of approximately $950 million. Frank Russell is a leading investment
management and consulting firm, providing investment advice, analytical tools
and investment vehicles to institutional and individual investors in more than
30 countries.

In connection with its acquisition of Frank Russell Company, the Company will be
required in 1999 to charge-off directly from surplus approximately $341 million,
which represents the amount of acquisition goodwill less 10% of the Company's
surplus at December 31, 1998. In addition, the Company will request permission
from the OCI to charge-off the remaining $474 million of acquisition goodwill in
1999 and currently intends to do so.

In connection with the acquisition, the Company has unconditionally guaranteed
certain debt obligations of Frank Russell Company, including $350 million of
senior notes and up to $150 million of other credit facilities.

8. CONTINGENCIES

The Company has guaranteed certain obligations of its affiliates. These
guarantees totaled approximately $133 million at December 31, 1998 and are
generally supported by the underlying net asset values of the affiliates.

In addition, the Company routinely makes commitments to fund mortgage loans or
other investments in the normal course of business. These commitments aggregated
to $2.1 billion at December 31, 1998 and were extended at market interest rates
and terms.

The Company is engaged in various legal actions in the normal course of its
investment and insurance operations. In the opinion of management, any losses
resulting from such actions would not have a material effect on the Company's
financial position.

B-24

<PAGE>
[LETTERHEAD]

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Policyowners of
The Northwestern Mutual Life Insurance Company

We have audited the accompanying consolidated statement of financial position of
The Northwestern Mutual Life Insurance Company and its subsidiary as of December
31, 1998 and 1997, and the related consolidated statements of operations, of
changes in surplus and of cash flows for each of the three years in the period
ended December 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1, these consolidated financial statements were prepared in
conformity with accounting practices prescribed or permitted by the Office of
the Commissioner of Insurance of the State of Wisconsin (statutory basis of
accounting), which practices differ from generally accepted accounting
principles. Accordingly, the consolidated financial statements are not intended
to represent a presentation in accordance with generally accepted accounting
principles. The effects on the consolidated financial statements of the
variances between the statutory basis of accounting and generally accepted
accounting principles, although not reasonably determinable, are presumed to be
material.

In our opinion, the consolidated financial statements audited by us (1) do not
present fairly in conformity with generally accepted accounting principles, the
financial position of The Northwestern Mutual Life Insurance Company and its
subsidiary at December 31, 1998 and 1997, or the results of their operations or
their cash flows for each of the three years in the period ended December 31,
1998 because of the effects of the variances between the statutory basis of
accounting and generally accepted accounting principles referred to in the
preceding paragraph and (2) do present fairly, in all material respects, the
financial position of The Northwestern Mutual Life Insurance Company and its
subsidiary at December 31, 1998 and 1997 and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
1998, on the basis of accounting described in Note 1.

[SIGNATURE]

January 25, 1999

B-25

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DISTRIBUTION OF THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . B-2

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

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

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

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

FINANCIAL STATEMENTS OF THE ACCOUNT. . . . . . . . . . . . . . . . . . . . B-5
(for the two years ended December 31, 1998)

REPORT OF INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . B-11
(for the two years ended December 31, 1998)

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL LIFE. . . . . . . . . . . . . B-12
(for the three years ended December 31, 1998)

REPORT OF INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . B-25
(for the three years ended December 31, 1998)
</TABLE>

B-26
<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 the two years ended December 31, 1998)
Statement of Assets and Liabilities
Statement of Operations and Changes in Equity
Notes to Financial Statements
Report of Independent Accountants

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
(for the three years ended December 31, 1998)
Consolidated Statement of Financial Position
Consolidated Summary of Operations
Consolidated Statement of Changes in Surplus
Consolidated Statement of Cash Flows
Notes to Consolidated Statutory Financial Statements
Report of Independent Accountants

(b) Exhibits

<TABLE>
<S> <C>
Exhibit 99(a) Resolution of Agency and Marketing Committee of
the Board of Trustees authorizing registration of
an additional quantity of securities

Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load
Contract, QQV.ACCT.A. (0196), with amended
application, including Contract amendment (sex
neutral)

Exhibit B(4)(b) Flexible Payment Variable Annuity Back Load
Contract, QQV.ACCT.A. (0196), with amended
application, including Contract amendment (sex
neutral)

Exhibit B(4)(c) Variable Annuity Front Load and Back Load Contract
Payment Rate Tables, QQV.ACCT.A.B. (0196) (sex
distinct)

Exhibit B(5) Application forms are included in Exhibits B(4)(a)
and B(4)(b) above

Exhibit B(8)(a) Form of Participation Agreement Among Russell
Insurance Funds, Russell Fund Distributors, Inc.
and The Northwestern Mutual Life Insurance Company

C-1
<PAGE>

Exhibit B(8)(b) Form of Administrative Service Fee Agreement
between The Northwestern Mutual Life Insurance
Company and Frank Russell Company

Exhibit B(9) Opinion and Consent of John M. Bremer, Esq.

Exhibit B(10) Consent of PricewaterhouseCoopers LLP
</TABLE>

The following exhibit was filed in electronic format with the
Registration Statement on Form S-6 for Northwestern Mutual Variable
Life Account, File No. 333-59103, CIK 0000742277, dated July 15,
1998, and is incorporated herein by reference.

<TABLE>
<S> <C>
Exhibit A(6)(b) Amended By-Laws of The Northwestern Mutual Life
Insurance Company dated January 28, 1998
</TABLE>

The following exhibit was 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 is incorporated herein by reference:

<TABLE>
<S> <C>
EX-99.B1 Restated Articles of Incorporation of The
Northwestern Mutual Life Insurance Company
</TABLE>

The following exhibits were filed in electronic format with the
Registration Statement on Form N-4 for NML Variable Annuity
Account A, File No. 333-22455, CIK 0000790162, dated February 27,
1997, and are incorporated herein by reference:

<TABLE>
<S> <C>
Exhibit 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"

Exhibit A(3)(A) Distribution Contract
</TABLE>

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,
1999, 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

<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS
- ---- ----------------
<S> <C>
R. Quintus Anderson Aarque Capital Corporation
111 West Second Street
P.O. Box 310
Jamestown, NY 14702-0310

C-2
<PAGE>

Edward E. Barr Sun Chemical Corporation
222 Bridge Plaza South
Fort Lee, NJ 07024

Gordon T. Beaham III Faultless Starch/Bon Ami Co.
1025 West Eighth Street
Kansas City, MO 64101

Robert C. Buchanan Fox Valley Corporation
100 West Lawrence Street
P.O. Box 727
Appleton, WI 54911

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

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

Pierre S. du Pont Richards, Layton and Finger
P.O. Box 551
1 Rodney Square
Wilmington, DE 19899

James D. Ericson The Northwestern Mutual Life
Insurance Company
720 East Wisconsin Avenue
Milwaukee, WI 53202

J. E. Gallegos Gallegos Law Firm
460 St. Michaels Drive
Building 300
Santa Fe, NM 87505

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

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

Stephen F. Keller 101 South Las Palmas Avenue
Los Angeles, CA 90004

C-3
<PAGE>

Barbara A. King Landscape Structures, Inc.
Route 3
601-7th Street South
Delano, MN 55328

J. Thomas Lewis 228 St. Charles Avenue
Suite 1024
New Orleans, LA 70130

Daniel F. McKeithan, Jr. Tamarack Petroleum Company, Inc.
Suite 1920
777 East Wisconsin Avenue
Milwaukee, WI 53202

Guy A. Osborn Universal Foods Corp.
433 East Michigan Street
Milwaukee, WI 53202

Timothy D. Proctor Glaxo Wellcome plc
P.O. Box 13398
5 Moore Drive
Research Triangle Park, NC 27709

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

H. Mason Sizemore, Jr. The Seattle Times
Fairview Avenue North and John Street
P.O. Box 70
Seattle, WA 98109

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

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

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

C-4
<PAGE>

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

Barry L. Williams Williams Pacific Ventures, Inc.
100 First Street
Suite 2350
San Francisco, CA 94105

Kathryn D. Wriston c/o Shearman & Sterling
599 Lexington Avenue
Room 1126
New York, NY 10022
</TABLE>

EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>

Deborah A. Beck Senior Vice President
William H. Beckley Senior Vice President
Robert J. Berdan Vice President
John M. Bremer Executive Vice President, General Counsel
and Secretary
Peter W. Bruce Executive Vice President
Robert E. Carlson Executive Vice President and Trustee
Steven T. Catlett Vice President
Mark G. Doll Senior Vice President
Thomas E. Dyer Vice President
James D. Ericson President and Chief Executive Officer,
Trustee
Richard L. Hall Senior Vice President
William C. Koenig, FSA Senior Vice President and Chief Actuary
Gary E. Long Vice President and Controller
Susan A. Lueger Vice President
Meridee J. Maynard Vice President
Donald L. Mellish Senior Vice President
Bruce L. Miller Senior Vice President
Gregory C. Oberland Vice President
Barbara F. Piehler Vice President
James F. Reiskytl Vice President
Mason G. Ross Senior Vice President
John E. Schlifske Vice President
Leonard F. Stecklein Senior Vice President - Policyowner Services
Frederic H. Sweet Senior Vice President
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
</TABLE>

C-5
<PAGE>

OTHER OFFICERS

<TABLE>
<CAPTION>
NAME TITLE
- ---- -----
<S> <C>

John M. Abbott Associate Director - Benefits Research
Carl G. Amick Director - Disability Benefits
Maria J. Avila Assistant Controller
Michael J. Backus Associate Director - Information Systems
John E. Bailey Senior Actuary
Nicholas H. Bandow Assistant Director - Information Systems
Lynn F. Bardele Assistant Director - Field Training &
Development
Margaret A. Barkley Assistant Director
Walter L. Barlow Assistant Director - Education
Sandra L. Barton Assistant Director - Marketing
Bradford P. Bauer Assistant Director - Advanced Marketing
Beth M. Berger Assistant General Counsel & Assistant
Secretary
Frederick W. Bessette Assistant General Counsel & Assistant
Secretary
Carrie L. Bleck Assistant Director
D. Rodney Bluhm Assistant General Counsel
Willette Bowie Employee Relations Director
Martin R. Braasch Director - Underwriting Standards & Services
Patricia R. Braeger Associate Director - Information Systems
James A. Brewer Investment Research Officer
William J. Buholzer Employee Relations Director
Michael S. Bula Assistant General Counsel
Jerry C. Burg Associate Director - Field Benefits
Pency P. Byhardt Assistant Director - New Business
Gregory B. Bynan Director - Corporate Services
Kim M. Cafaro Assistant General Counsel & Assistant
Secretary
Gwen C. Canady Assistant Director-Mutual Funds
Shanklin B. Cannon, M.D. Medical Director - Life Products/Research
Terese J. Capizzi Assistant Director
Kurt P. Carbon Assistant Regional Director
Michael G. Carter Assistant General Counsel & Assistant
Secretary
William W. Carter Associate Actuary
John E. Caspari Assistant Director - Advertising & Corporate
Information
Walter J. Chossek Associate Controller
Thomas R. Christenson Director - Advanced Marketing
Eric P. Christophersen Associate Director
Alan E. Close Associate Controller
Carolyn M. Colbert Assistant Director - New Business
Margaret Winter Combe Director - Corporate Development
Virginia A. Corwin Assistant Director - New Business
Barbara E. Courtney Associate Director - Mutual Funds
Larry A. Curran Actuarial Administrative Officer
Dennis J. Darland Assistant Director - Disability Income
Thomas H. Davis Associate Director - Information Systems
Nicholas De Fino Assistant Director
Carol A. Detlaf Director - Annuity Administration

C-6
<PAGE>

Colleen Devlin Assistant Director - Communications
Glen W. DeZeeuw Director - Agency Services
Joseph Dobering, III Director - Underwriting Standards & Services
Jennifer L. Docea Actuary
Lisa C. Dodd Actuary
Richard P. Dodd Assistant Director - Agency
Daniel C. Dougherty Director - Personal Markets
Margaret T. Dougherty Assistant Director - Information Systems
John R. Dowell Director - Workforce Diversity
William O. Drehfal Assistant Director - Media Services
Steven J. Dryer Associate Director
Jeffrey S. Dunn Vice President
John E. Dunn Assistant General Counsel & Secretary
Somayajulu Durvasula Associate Director - Field Financial
James R. Eben Assistant General Counsel and Assistant
Secretary
Magda El Sayed Assistant Director - Information Systems
Michael S. Ertz Assistant Director - Advanced Marketing
Thomas F. Fadden Assistant Director - Information Systems
Christina H. Fiasca Director - Policyowner Services
Zenia J. Fieldbinder Assistant Director - Annuity Accumulation
Richard F. Fisher Senior Actuary
Dennis J. Fitzpatrick Director - Advanced Marketing
Jon T. Flaschner Director - Policyowner Services
Kate M. Fleming Assistant General Counsel and Secretary
Carol J. Flemma Assistant Director - Marketing
John E. Fobes II Assistant Director - Agency Services
Donald Forecki Investment Officer
Phillip B. Franczyk Vice President
Stephen H. Frankel Vice President
Peter Q. Fraser Director - Development
Anne A. Frigo Assistant Director - New Business
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 P. Glazier Director - New Business
Robert K. Gleeson, M.D. Vice President - Medical Director
Mark J. Gmach Director - Agency
Jason G. Goetze Assistant Director - Marketing
David Lee Gosse Assistant Director - Disability Benefits
William F. Grady Director of Field Finances
John M. Grogan Director - Disability Income
Thomas C. Guay Director - Field Financial
Gerald A. Haas Assistant Director - Information Systems
Patricia Ann Hagen Assistant Director - Information Systems
Ronald D. Hagen Vice President
Thomas P. Hamilton Associate Director - Information Systems
Lori A. Hanes Director - Human Resources

C-7
<PAGE>

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 Medical Director
Jacquelyn F. Heise Associate Director - Information Systems
Robert L. Hellrood Director - New Business
Herbert F. Hellwig Assistant Director - Personal Markets
Jane A. Herman Director - Term Upgrade
Gary M. Hewitt Vice President & Treasurer
Donna R. Higgins Associate Director - Information Systems
David L. Hilbert Investment Officer
Karla D. Hill Human Resource Officer
Susan G. Hill Assistant Director
John D. Hillmer Assistant Director - Information Systems
Hugh L. Hoffman Assistant Director - Information Systems
Richard S. Hoffmann Director - Audit
Bruce Holmes Associate Actuary
Scott C. Iodice Assistant Director - Agency
Joseph P. Jansky Assistant Director - Corporate Planning
Michael D. Jaquint Assistant Actuary
Dolores A. Juergens Associate Director of Restaurant Operations
Marilyn J. Katz Assistant Director - Medical Consultants
John C. Kelly Associate Controller
Kevin C. Kennedy Assistant Director - Architecture
James B. Kern Regional Director - Central Region
Donald C. Kiefer Vice President
Jason T. Klawonn Assistant Actuary
Brian J. Klink Director - Research
Allen B. Kluz Director - Field Financial
Beatrice C. Kmiec Assistant Regional Director - East
James A. Koelbl Assistant General Counsel and Secretary
John L. Kordsmeier Director - Human Resources
Robert J. Kowalsky Associate Director - Information Systems
Carol L. Kracht Assistant General Counsel & Assistant
Secretary
Martha Krawczak Officer - Life and Disability
Jeffrey J. Krygiel Assistant Actuary
Todd L. Laszewski Associate Actuary
Patrick J. Lavin Director - Disability Benefits
James L. Lavold Associate Director - Meetings
Elizabeth J. Lentini Assistant General Counsel & Secretary
Sally Jo Lewis Assistant General Counsel & Assistant
Secretary
Mark P. Lichtenberger Associate Director - LINK Technical Planning
Paul E. Lima Vice President-International Insurance
Operations
Steven M. Lindstedt Assistant Director - Information Systems
Melissa C. Lloyd Assistant Director - Advanced Marketing
James Lodermeier Assistant Director - Tax Planning
George R. Loxton Assistant General Counsel & Assistant
Secretary
Mary M. Lucci Director - New Business

C-8
<PAGE>

Christine M. Lucia Human Resources Officer
Mark J. Lucius Corporate Information Officer
Merrill C. Lundberg Assistant General Counsel & Assistant
Secretary
Jon K. Magalska Associate Actuary
Jean M. Maier Vice President - Life Benefits
Joseph Maniscalco Associate Director - Information Systems
Raymond J. Manista Assistant General Counsel and Secretary
Steven C. Mannebach Assistant Director - Field Financial Services
Jeffrey S. Marks Multi Life, Research & Reinsurance Officer
Steve Martinie Assistant General Counsel & Assistant
Secretary
Ted A. Matchulat Actuarial Products Officer
Margaret McCabe Director - Policy Benefits Systems
Richard A. McComb Director - Human Resources
William L. McCown Vice President & Investment Counsel
Paul E. McElwee Assistant General Counsel & Assistant
Secretary
James L. McFarland Assistant General Counsel & Secretary
Mary C. McIntosh Associate Director - Field Financial
Daniel E. McGinley Director - Management Development
Mark J. McLennon Assistant Director
Robert J. Meiers Ad Valorem Tax Manager
Larry S. Meihsner Assistant General Counsel & Assistant
Secretary
Robert G. Meilander Vice President
Richard E. Meyers Assistant General Counsel
Patricia A. Michel Assistant Director - Policyowner Services
Jay W. Miller Vice President & Tax Counsel
Sara K. Miller Vice President
Jill Mocarski Associate Medical Director
Tom M. Mohr Director of Policyowner Services - South
Richard C. Moore Associate Actuary
Scott J. Morris Assistant General Counsel and Assistant
Secretary
Sharon A. Morton Investment Officer
Adrian J. Mullin Assistant Director - Personal Markets
Timothy P. Murphy Assistant Director-Marketing
Randolph J. Musil Assistant Director - Advanced Marketing
John E. Muth Assistant Director - Advanced Marketing
David K. Nelson Assistant General Counsel
Ronald C. Nelson Director
Timothy Nelson Assistant Director - Marketing
Leon W. Nesbitt Vice President-Agency
Karen M. Niessing Director - Policyowner Services
Daniel J. O'Meara Director - Field Financial
Mary Joy O'Meara Assistant Director - Advanced Marketing
Kathleen A. Oman Associate Director - Information Systems
Thomas A. Pajewski Investment Research Officer
Arthur V. Panighetti Director - Tax Planning
Christen L. Partleton Associate Director - Policyowner Services
David W. Perez Assistant General Counsel
Judith L. Perkins Assistant General Counsel & Assistant
Secretary
Wilson D. Perry Assistant General Counsel & Assistant
Secretary
Gary N. Peterson Actuary

C-9
<PAGE>

John C. Peterson Director of Policyowner Services - West
Harvey W. Pogoriler Assistant General Counsel
Randolph R. Powell, M.D. Medical Director
Mark A. Prange Associate Director - Information Systems
Brian R. Pray Assistant Regional Director - New Business
Thomas O. Rabenn Assistant General Counsel and Secretary
David R. Remstad Senior Actuary
David R. Retherford Assistant Director of New Business - Central
Stephen M. Rhode Assistant Director - Qualified Benefits
Richard R. Richter Vice President
Daniel A. Riedl Assistant General Counsel
Marcia Rimai Vice President - Litigation Counsel
Kathleen M. Rivera Vice President - Insurance Counsel
Faith B. Rodenkirk Assistant Director - Group Marketing
James S. Rolfsmeyer Assistant Director - Information Systems
Larry R. Roscoe Assistant Director - Compliance
Lora A. Rosenbaum Director - New Business
Robert K. Roska Associate Director - Information Systems
Sue M. Roska Director - Systems and Services
Harry L. Ruppenthal Director of Policyowner Services - East
Stephen G. Ruys Assistant Director - Information Systems
Santo Saliture Associate Director of Advertising & Corporate
Information
Rose Kordich Sasich Assistant Director of Systems
Mary Ann Schachtner Director - Field Training & Development
Linda Ann Schaefer Assistant Director - Marketing
Thomas F. Scheer Assistant General Counsel & Assistant
Secretary
Carlen A. Schenk Associate Director
Jane A. Schiltz Vice President - Disability Income
Kathleen H. Schluter Assistant General Counsel & Secretary
Calvin R. Schmidt Associate Director - Information Systems
Rodd Schneider Assistant General Counsel and Secretary
John O. Schnorr Assistant Director
Margaret R. Schoewe Vice President - Information Systems
Todd M. Schoon Assistant Regional Director - Agency
John F. Schroeder Associate Director of Field Office
Real Estate
Melva T. Seabron Director - Corporate Services
Norman W. Seguin, II Investment Officer - Ad Valorem Taxes
Catherine L. Shaw Assistant General Counsel & Assistant
Secretary
John E. Sheaffer, Jr. Assistant Director - Agent Development
Janet Z. Silverman Director - New Business
Stephen M. Silverman Assistant General Counsel
David W. Simbro Managing Director - Life Marketing
Paul W. Skalecki Associate Actuary
Cynthia S. Slavik Assistant Director - Environmental Engineer
Landon T. Smith Assistant Director - Replacements
Mark W. Smith Assistant General Counsel & Assistant
Secretary
Warren L. Smith, Jr. Investment Officer - Architecture
Steven W. Speer Director - Public Markets
Robert J. Spellman, M.D. Vice President & Chief Medical Director

C-10
<PAGE>

Steve P. Sperka Assistant Actuary
Mark A. Stalsberg Assistant Director - Agency
Barbara J. Stansberry Director - New Business
Bonnie L. Steindorf Director - Department Operations
Steven H. Steidinger Assistant Director - Marketing
Karen J. Stevens Assistant General Counsel & Assistant
Secretary
Steven J. Stribling Associate Actuary
Stephen J. Strommen Associate Actuary
Theodore H. Strupp Assistant Director
Daniel J. Suprenant Director - Group Disability Marketing
Victoria A. Sweigart Human Resources Officer
Rachel L. Taknint Assistant General Counsel & Assistant
Secretary
Thomas Talajkowski Assistant Director - Tax Compliance
Paul B. Tews Director - Investment Planning
J. Edward Tippetts Vice President
Susan M. Tompkins Director - Agency
Chris J. Torkelson Assistant Director
Jeannine M. Torkelson Assistant Director - Marketing
Thomas W. Towers Associate Director - Public Relations
Gloria E. Tracy Assistant Director - Marketing
Linda K. Tredupp Assistant Director - Information Systems
Chris G. Trost Associate Actuary
Mark J. Van Cleave Assistant Director of Marketing Research
Michael T. Van Grinsven Assistant Director - Management Development
Mary Beth Van Groll Vice President - Information Systems
Gloria J. Venski Associate Director - Disability Benefits
Scott E. Wallace Assistant Director - Projects
Hal W. Walter Vice President
Robert J. Waltos Regional Director - Agency
P. Andrew Ware Vice President
Mary L. Wehrle-Schnell Associate Director - Information Systems
Daniel T. Weidner Assistant Director - Information Systems
Joel S. Weiner Assistant Medical Director
Ronald J. Weir Associate Director - Information Systems
Kenneth R. Wentland Assistant Director of Policyowner
Services - East
Sandra D. Wesley Associate Director of Special Projects
Anna C. Westfall Financial Officer
Catherine A. Wilbert Assistant General Counsel & Secretary
David L. Wild Director - Corporate Services
Donald R. Wilkinson Vice President - Agency
Jeffrey B. Williams Risk Manager
John K. Wilson Director - Personal Markets
Penelope A. Woodcock Associate Director - Benefit Systems
Richard W. Woody Assistant Director - Agency
Stanford A. Wynn Assistant Director - Advanced Marketing
Catherine M. Young Assistant General Counsel & 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

C-11
<PAGE>

Diana M. Zawada Associate Director
Rick T. Zehner Director - Corporate Planning
Patricia A. Zimmermann Investment Officer - Real Estate Systems
Ray Zimmermann Director - LINK Information Network
Philip R. Zwieg Vice President - Technical Support
Robert E. Zysk Director - Tax Compliance
</TABLE>

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

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

The subsidiaries of The Northwestern Mutual Life Insurance Company
("Northwestern Mutual Life"), as of January 1, 1999, 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*
(AS OF JANUARY 1, 1999)

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
General Account
NML Variable Annuity Account A
NML Variable Annuity Account B
NML Variable Annuity Account C
NML Group Annuity Separate Account
NML Variable Life Account
Eiger Corporation - 100%
Frank Russell Company and its subsidiaries - 100%
Bradford, Inc. 100%
NML/Tallahassee, Inc. - 100%
Northwestern Investment Management Company - 100%
Northwestern Mutual Las Vegas, Inc. - 100%
Northwestern Long Term Care Insurance Company - 100%
Northwestern International Holdings, Inc. - 100%
Saskatoon Centre, Limited (inactive) - 100%
Northwestern Mutual Series Fund, Inc. (and its 9 portfolios) - 100%
Mason Street Funds, Inc. (and its 9 funds) - 77.03%
MGIC Investment Corporation - 10.5%. MGIC holds 100% of the voting stock
of the following:
Mortgage Guaranty Reinsurance Corporation, MGIC, MGIC Reinsurance
Corporation of Wisconsin, MGIC Mortgage Insurance Corporation,
and various subsidiaries.
Baird Financial Corporation - 80%. Baird Financial Corporation holds 83%
of the voting stock of Robert W. Baird & Co., Incorporated and various
subsidiaries.
Northwestern Mutual Investment Services, LLC - 100%

NML REAL ESTATE HOLDINGS, LLC - 100%
<TABLE>
<S> <C>
The Grand Avenue Corporation - 98.54% Olive, Inc. - 100%
Marina Pacific, Ltd. - 100% Bayridge, Inc. - 100%
NML - Bellevue Corporation - 100% Ryan, Inc. - 100%
Solar Resources, Inc. - 100% Pembrook, Inc. - 100%
Rocket Sports, Inc. (inactive) - 100% PBClub, Inc. - 100%
Summit Sports, Inc. - 100%
Greenway Sports, Inc. - 100%
RE Corporation - 100%
INV Corp. - 100%
Buffalo Promotions, Inc. - 100%
NW Greenway #1 (inactive) - 100%
NW Greenway #9 - 100%
Logan, Inc. - 100%
Mitchell, Inc. - 100%
Cass Corporation - 100%
Burgundy, Inc. - 100%
Amber, Inc. - 100%
</TABLE>

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

C-13
<PAGE>

NML CORPORATE STRUCTURE, CONTINUED*
(AS OF JANUARY 1, 1999)

NML SECURITIES HOLDINGS, LLC-100%

<TABLE>
<S> <C>
NW Pipeline, Inc. - 100% Kristina International Sales, Inc. - 100%
Painted Rock Development Corporation - 100% NML/Mid Atlantic, Inc. - 100%
NML Development Corporation - 100%
Stadium and Arena Management, Inc. - 100%
Carlisle Ventures, Inc. - 100%
Park Forest Northeast, Inc. - 100%
Travers International Sales, Inc. - 100%
Highbrook International Sales, Inc. - 100%
Elderwood International Sales, Inc. - 100%
Mallon International Sales, Inc. - 100%
Higgins, Inc. - 100%
Hobby, Inc. - 100%
Baraboo, Inc. - 100%
Elizabeth International Sales, Inc. - 100%
Sean International Sales, Inc. - 100%
Alexandra International Sales, Inc. - 100%
Brian International Sales, Inc. - 100%
Jack International Sales, Inc. - 100%
Brendan International Sales, Inc. - 100%
Justin International FSC, Inc. - 100%
Mason & Marshall, Inc. - 100%
North Van Buren, Inc. - 100%
Northwestern Mutual Life
International, Inc. - 100%
White Oaks, Inc. - 100%
Hazel, Inc. - 100%
Maroon, Inc. - 100%
Coral, Inc. - 100%
Russet, Inc. - 100%
Larkin, Inc. - 100%
Lydell, Inc. - 100%
Klode, Inc. - 100%
Chateau, Inc. - 100%
Diversey, Inc. - 100%
Lake Bluff, Inc. - 100%
Nicolet, Inc. - 100%
Tupelo, Inc. - 100%
</TABLE>

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

C-14
<PAGE>

Item 27. NUMBER OF CONTRACT OWNERS

As of January 31, 1999, 17,977 variable annuity contracts issued in
connection with NML Variable Annuity Account A were outstanding. All such
contracts were issued as contracts for plans qualifying for special treatment
under various provisions of the Internal Revenue Code.

Item 28. INDEMNIFICATION

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

Item 29. PRINCIPAL UNDERWRITERS

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

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

<TABLE>
<CAPTION>
NAME POSITION
- ---- --------
<S> <C>
Maria J. Avila Assistant Treasurer
Deborah A. Beck Director and Vice President, Variable Life
Administration
William H. Beckley Executive Vice President, Sales
Peter W. Bruce Director
Robert E. Carlson Director
Thomas A. Carroll Vice President - Common Stocks
Walter J. Chossek Treasurer
Barbara E. Courtney Assistant Treasurer
Jefferson V. De Angelis Vice President - Fixed Income Securities
Mark G. Doll Executive Vice President, Investment Advisory
Services
James R. Eben Assistant Secretary
Richard L. Hall President and CEO
Lisa M. Heise Assistant Director, Equity Compliance, NMIS
Office of Supervisory Jurisdiction
Beatrice C. Kmiec Assistant Vice President, Variable Life
Administration
Merrill C. Lundberg Secretary
Meridee J. Maynard Vice President, Variable Annuity Administration
and Marketing
Donald Parker Assistant Director, Equity Compliance, NMIS Office
of Supervisory Jurisdiction
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 Director, Equity Compliance, NMIS Office of
Supervisory Jurisdiction
Julie Van Cleave Vice President - Common Stocks
Patricia L. Van Kampen Vice President - Common Stocks
William R. Walker Vice President
Robert J. Ziegler Assistant Treasurer
Edward J. Zore Director
</TABLE>

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

(c) During 1998 life insurance agents of Northwestern Mutual Life
who are also registered representatives of NMIS received commissions,
including general agent overrides, in the aggregate amount of $2,760,050 for
sales of variable annuity contracts, and interests therein, issued in
connection with the Registrant. NMIS received compensation for its
investment advisory services from Northwestern Mutual Series Fund, Inc., the
investment company in which assets of the Registrant are invested.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

Item 31. MANAGEMENT SERVICES

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

Item 32. UNDERTAKINGS

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

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

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

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

C-16
<PAGE>

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 25th day of February, 1999.

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

By THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
(Depositor)

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

As required by the Securities Act of 1933, this Registration
Statement has been signed by the depositor on the 25th day of February, 1999.

<TABLE>
<S> <C>
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:

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>

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

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

HAROLD B. SMITH* Trustee Dated
- ----------------------- February 25, 1999
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 25, 1999
J. E. Gallegos

KATHRYN D. WRISTON* Trustee
- -----------------------
Kathryn D. Wriston

BARRY L. WILLIAMS* Trustee
- -----------------------
Barry L. Williams

GORDON T. BEAHAM III* Trustee
- -----------------------
Gordon T. Beaham III

DANIEL F. McKEITHAN, JR.* Trustee
- -----------------------
Daniel F. McKeithan, Jr.

ROBERT E. CARLSON* Trustee
- -----------------------
Robert E. Carlson

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

C-19
<PAGE>

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 25, 1999
Guy A. Osborn

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

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

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

TIMOTHY D. PROCTOR* Trustee
- -----------------------
Timothy D. Proctor
</TABLE>

*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, 1998 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 22nd day of July, 1998.

<TABLE>
<S> <C>
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>

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

JAMES D. ERICSON Trustee
------------------------------------
James D. Ericson

J. E. GALLEGOS Trustee
------------------------------------
J. E. Gallegos

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

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

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

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

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

DANIEL F. McKEITHAN, JR Trustee
------------------------------------
Daniel F. McKeithan, Jr.

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

C-22
<PAGE>

TIMOTHY D. PROCTOR Trustee
------------------------------------
Timothy D. Proctor

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
</TABLE>

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

<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT NAME
- -------------- ------------
<S> <C>
Exhibit 99(a) Resolution of Agency and Marketing Committee of
the Board of Trustees authorizing registration of
an additional quantity of securities

Exhibit B(4)(a) Flexible Payment Variable Annuity Front Load
Contract, QQV.ACCT.A. (0196), with amended
application, including Contract amendment (sex
neutral)

Exhibit B(4)(b) Flexible Payment Variable Annuity Back Load
Contract, QQV.ACCT.A. (0196), with amended
application, including Contract amendment (sex
neutral)

Exhibit B(4)(c) Variable Annuity Front Load and Back Load Contract
Payment Rate Tables, QQV.ACCT.A.B. (0196) (sex
distinct)

Exhibit B(5) Application forms are included in Exhibits B(4)(a)
and B(4)(b) above

Exhibit B(8)(a) Form of Participation Agreement Among Russell
Insurance Funds, Russell Fund Distributors, Inc.
and The Northwestern Mutual Life Insurance Company

Exhibit B(8)(b) Form of Administrative Service Fee Agreement
between The Northwestern Mutual Life Insurance
Company and Frank Russell Company

Exhibit B(9) Opinion and Consent of John M. Bremer, Esq.

Exhibit B(10) Consent of PricewaterhouseCoopers LLP
</TABLE>

The following exhibit was filed in electronic format with the Registration
Statement on Form S-6 for Northwestern Mutual Variable Life Account, File No.
333-59103, CIK 0000742277, dated July 15, 1998, and is incorporated herein by
reference.

<TABLE>
<S> <C>
Exhibit A(6)(b) Amended By-Laws of The Northwestern Mutual Life
Insurance Company dated January 28, 1998
</TABLE>

The following exhibit was 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 is incorporated herein
by reference:

<TABLE>
<S> <C>
EX-99.B1 Restated Articles of Incorporation of The
Northwestern Mutual Life Insurance Company
</TABLE>

<PAGE>

The following exhibits were filed in electronic format with the Registration
Statement on Form N-4 for NML Variable Annuity Account A, File No. 333-22455,
CIK 0000790162, dated February 27, 1997, and are incorporated herein by
reference:

Exhibit A(3)(A) Distribution Contract
</TABLE>

<PAGE>
Exhibit 99(a)

RESOLUTION OF THE AGENCY AND MARKETING COMMITTEE
OF THE BOARD OF TRUSTEES OF
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
December 2, 1998

WHEREAS, resolutions adopted by the Board of Trustees of The Northwestern
Mutual Life Insurance Company (the "Company") on February 14, 1968 established
NML Variable Annuity Account A to facilitate the issuance of certain variable
annuity contracts (the "Contracts") and authorized registration of $50,000,000
offering price of the Contracts under the Securities Act of 1933; and

WHEREAS, additional Contracts in the aggregate amount of $200,000,000
offering price were authorized to be registered by resolutions adopted by the
Insurance Product and Marketing Committee (now known as the Agency and Marketing
Committee) on March 23, 1983 and July 22, 1992; and

WHEREAS, Contracts in the aggregate amount of $250,000,000 offering price
have been registered to date, the greater part of such registered Contracts have
now been sold to the public and the officers of the Company seek authority to
register an additional quantity.

NOW, THEREFORE, BE IT RESOLVED, that $100,000,000 offering price of
additional Contracts or such lesser amount as may be designated by the President
and Chief Executive Officer of the Company shall be registered under the
Securities Act of 1933.

Authorized on behalf of the Board of Trustees by
the Agency and Marketing Committee at its meeting
on December 2, 1998.

Larry S. Meihsner
-------------------------------------------------
Larry S. Meihsner, Secretary to the Committee

ori. J. M. Bremer
cc: M. Lundberg
M. Kirchoff
S. Holm

<PAGE>

Exhibit B(4)(a)

The Northwestern Mutual Life Insurance Company agrees to pay the benefits
provided in this contract, subject to its terms and conditions. Signed at
Milwaukee, Wisconsin on the Issue Date.

/s/ James D. Ericson /s/ John M. Bremer

PRESIDENT AND C.E.O. SECRETARY

FLEXIBLE PAYMENT VARIABLE ANNUITY-ACCOUNT A

Net Purchase Payments accumulated in a Separate Account, assets of which are
invested in shares of one or more mutual funds, or Guaranteed Interest Fund.

Retirement benefit payable at maturity.
Payment at death before maturity.

Contract benefits payable in one sum or as variable or guaranteed monthly
income. Variable Payment Plan benefits described in Section 11.

Participating.

AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS
PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE
VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT.

RIGHT TO RETURN CONTRACT -- Please read this contract carefully. The Owner may
return the contract for any reason within ten days after receiving it. Return of
the contract is effective on the date written notice of the return is delivered,
mailed or sent by telegram to either The Northwestern Mutual Life Insurance
Company, 720 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202 or the agent who
sold the contract. If returned, the contract will be cancelled and the Company
will refund the sum of (a) the difference between the Purchase Payments paid and
the amounts, if any, allocated to the Separate Account plus (b) the value of the
contract on the effective date of return.

[NORTHWESTERN MUTUAL LIFE LOGO]

CONTRACT NUMBER V12 345 678
ANNUITANT John J. Doe
ISSUE DATE January 15, 1996
Sex Neutral

<PAGE>

TABLE OF CONTENTS

PAGE
----

CONTRACT INFORMATION, SEPARATE ACCOUNT DIVISIONS 3

LOADS, FEES, AND CHARGES;
PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS 4

SECTION 1. GENERAL TERMS AND DEFINITIONS 5

SECTION 2. SEPARATE ACCOUNT 6
- Definition of Separate Account
- Accumulation Units
- Net Investment Factor
- Substitution and Change

SECTION 3. GUARANTEE INTEREST FUND 7
- Guaranteed Interest Fund
- Accumulation Value
- Transfer Restrictions
- Maximum Accumulation Value

SECTION 4. PURCHASE PAYMENTS, TRANSFERS AND WITHDRAWALS 7
- Payment of Purchase Payments
- Application of Purchase Payments
- Selection of Division for Purchase Payments
- Transfer of Accumulation Units
- Withdrawals and Full Surrender
- Effective Date

SECTION 5. BENEFITS 8
- Maturity Benefit
- Payment at Death

SECTION 6. BENEFICIARIES 9
- Definition of Beneficiaries
- Naming and Change of Beneficiaries
- Succession in Interest of Beneficiaries
- General

SECTION 7. LOADS, FEES, AND CHARGES 10
- Contract Fee
- Sales Load and Premium Taxes
- Withdrawal Charge

SECTION 8. OWNERSHIP 11
- The Owner
- Transfer of Ownership
- Collateral Assignment
- Reports to Owners
- Transferability Restrictions

1
<PAGE>

PAGE
----

SECTION 9. THE CONTRACT 11
- Guarantees
- Valuation of Assets
- Determination of Values
- Deferment of Benefit Payments
- Dividends
- Incontestability
- Misstatement of Age or Sex
- Entire Contract; Changes
- Termination of Contract

SECTION 10. PAYMENT OF CONTRACT BENEFITS 12
- Payment of Benefits
- Payment at Death
- Effective Date for Payment Plan
- Payment Plan Elections

SECTION 11. PAYMENT PLANS 13
- Description of Payment Plans
- Allocation of Benefits
- Annuity Units under Variable Payment Plans
- Payments under Variable Payment Plans
- Transfers between Variable Payment Plans
- Withdrawal under Payment Plans
- Payment Plan Rates

ADDITIONAL BENEFITS (if any) Following page

APPLICATION Attached to the contract

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

2
<PAGE>

CONTRACT INFORMATION

CONTRACT NUMBER V12 345 678

PLAN Flexible Payment Variable Annuity
ADDITIONAL BENEFITS None

TAX REPORTING CATEGORY Personal Annuity

ANNUITANT John J. Doe
AGE AND SEX 35 Male
OWNER John J. Doe, the Annuitant

ISSUE DATE June 1, 1999
CONTRACT ANNIVERSARY June 1, 2000 and each June 1
thereafter
MATURITY DATE June 1, 2029

DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant

INVESTMENT DIVISIONS

On the Issue Date, Purchase Payments and contract values may be allocated among
the following Investment Accounts. Available Separate Account Divisions are
subject to change. See Section 2.1.

Divisions of Separate Account A:
Select Bond Division
International Equity Division
Money Market Division
Balanced Division
Index 500 Stock Division
Aggressive Growth Stock Division
High Yield Bond Division
Growth Stock Division
Growth and Income Stock Division
Index 400 Stock Division
Small Cap Growth Stock Division
Russell Multi-Style Equity Division
Russell Aggressive Equity Division
Russell Non-US Division
Russell Real Estate Securities Division
Russell Core Bond Division

Guaranteed Accounts:
Guaranteed Interest Fund

QQV.ACCT.A.(0599) Page 3

<PAGE>

CONTRACT NUMBER V12 345 678

LOADS, FEES, AND CHARGES

DEDUCTION FROM PURCHASE PAYMENTS:

SALES LOAD (See Section 7.2):

Total Purchase Payments Amount Deducted
Paid Under the Contract From Purchase Payment
First $100,000 4.0%
Next $400,000 2.0%
Next $500,000 1.0%
Balance over $1,000,000 0.5%

PREMIUM TAX (See Section 7.2):
For the first Contract Year, Premium Taxes are not deducted from
Purchase Payments. After the first Contract Year, the Company may
deduct Premium Taxes from Purchase Payments received or benefits
paid.

ANNUAL ANNUITY RATE AND EXPENSE GUARANTEE CHARGE (See Section 2.3):
0.40% at Issue; 0.75% Maximum

ANNUAL CONTRACT FEE (See Section 7.1):

$30 charged on the contract anniversary. The contract fee will be
waived if the Accumulation Value of the contract equals or exceeds
$50,000 on the contract anniversary.

TRANSFER FEE (See Sections 4.4 and 11.5):
$25 beginning with the thirteenth transfer in any Contract Year.

WITHDRAWAL CHARGE: Not Applicable

MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS

MINIMUM PURCHASE PAYMENT (See Section 4.1): $25

MINIMUM ACCUMULATION VALUE (See Section 9.9):
$2,000 after the first contract anniversary

MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.4): $20

Page 4

<PAGE>

GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES

The table shows minimum guaranteed values and assumes a $10,000 Purchase Payment
made at the time of issue followed by subsequent $1,000 Purchase Payments made
annually thereafter on each contract anniversary. The values are based on the
assumption that 100% of all net Purchase Payments are allocated to, and remain
in, the Guaranteed Interest Fund.

<TABLE>
<CAPTION>
End of
Contract Accumulation Cash
Year October 1, Value Value
<S> <C> <C> <C>
1 1996 $ 9,888 $9,888
2 1997 11,143 11,143
3 1998 12,435 12,435
4 1999 13,766 13,766
5 2000 15,137 15,137

6 2001 16,549 16,549
7 2002 18,003 18,003
8 2003 19,501 19,501
9 2004 21,044 21,044
10 2005 22,633 22,633

11 2006 24,270 24,270
12 2007 25,956 25,956
13 2008 27,692 27,692
14 2009 29,481 29,481
15 2010 31,323 31,323

16 2011 33,221 33,221
17 2012 35,176 35,176
18 2013 37,189 37,189
19 2014 39,262 39,262
20 2015 41,398 41,398

Age 60 2020 53,108 53,108
Age 65 2025 66,817 66,817
</TABLE>

This table is based on the guaranteed annual interest rate of 3%. Higher
declared rates of interest will increase values. Values shown at the end of
contract years do not reflect any Purchase Payments paid on that contract
anniversary. The actual guaranteed values may differ from those shown above,
depending on the amount and frequency of Purchase Payments.

Page 4A

<PAGE>

SECTION 1. GENERAL TERMS AND DEFINITIONS

ACCUMULATION UNIT. A unit of measure used to determine the value of the interest
of this contract in the Separate Account prior to the date on which amounts are
placed under a payment plan.

ACCUMULATION VALUE. The Accumulation Value of a Separate Account Division is the
total value of all Accumulation Units in that Division. The Accumulation Value
of the Guaranteed Interest Fund is the sum of amounts applied to the fund, plus
credited interest, less amounts withdrawn or transferred from the fund. The
Accumulation Value of the contract is the sum of the Accumulation Values of all
Investment Accounts.

ANNUITANT. The person upon whose life this contract is issued and contract
benefits depend.

ANNUITY UNIT. A unit of measure used to determine the amount of variable
payments under a variable payment plan and the value of the interest of a
variable payment plan in the Separate Account.

COMPANY. The Northwestern Mutual Life Insurance Company.

CONTRACT FEE. An annual charge for administrative expense; made on each contract
anniversary prior to the Maturity Date.

CONTRACT YEAR. The first Contract Year is the period of time ending on the first
contract anniversary. Subsequent Contract Years are the annual periods between
contract anniversaries.

DIVISION. A component of the Separate Account to which the Owner may allocate
Purchase Payments and contract values.

GUARANTEED INTEREST FUND. The portion of the contract that is credited with a
guaranteed interest rate and which is held as part of the general assets of the
Company.

HOME OFFICE. The office of the Northwestern Mutual Life Insurance Company
located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

INVESTMENT ACCOUNT. The Guaranteed Interest Fund and Separate Account Divisions
available for allocation of Purchase Payments and contract values. The available
Investment Accounts are listed on page 3.

ISSUE DATE. The date this contract is issued and becomes effective.

MATURITY DATE. The date upon which contract benefits will become payable. If the
contract is continued in force under the Optional Maturity Date provision, the
Optional Maturity Date will become the Maturity Date.

NET PURCHASE PAYMENT. A Purchase Payment less all applicable deductions.
Deductions may include the Sales Load and Premium Tax.

OPTIONAL MATURITY DATE. The contract anniversary nearest the Annuitant's 90th
birthday. Upon reaching the Maturity Date shown on page 3, the Owner may elect
to continue the contract in force until this Optional Maturity Date.

OWNER. The person possessing the ownership rights stated in this contract.

PREMIUM TAX. A tax imposed by a governmental entity when Purchase Payments and
charges for the Disability Waiver of Purchase Payment Benefit are received or
benefits are paid.

PURCHASE PAYMENT. A payment made by or on behalf of the Owner with respect to
this contract excluding any charge for the Disability Waiver of Purchase Payment
Benefit.

SALES LOAD. A deduction made from Purchase Payments received.

SEPARATE ACCOUNT. NML Variable Annuity Account A. The Separate Account consists
of assets set aside by the Company, the investment performance of which is kept
separate from that of the general assets and all other separate account assets
of the Company.

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

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

TRANSFER FEE. A deduction that is made from the amount transferred between
Investment Accounts.

VALUATION DATE. Any day on which the assets of the Separate Account are valued.
Assets are valued as of the close of trading on the New York Stock Exchange for
each day the Exchange is open.

<PAGE>

SECTION 2. SEPARATE ACCOUNT

2.1 SEPARATE ACCOUNT

The Separate Account (NML Variable Annuity Account A) has been established
by the Company. The Separate Account consists of assets set aside by the
Company, the investment performance of which is kept separate from that of the
general assets and all other separate account assets of the Company. The assets
of the Separate Account will not be charged with liabilities arising out of any
other business the Company may conduct. Interests in the Separate Account are
represented by Accumulation Units and Annuity Units, described in Sections 2.2
and 11.3, respectively.

The Separate Account is comprised of the Divisions listed on page 3. The
assets allocated to these Divisions are invested in shares of corresponding
Portfolios of the Northwestern Mutual Series Fund, Inc. (the Series Fund). The
Series Fund is registered under the Investment Company Act of 1940 as an
open-end, diversified management investment company. Shares of the Series Fund
Portfolios are purchased for the Separate Account at their net asset value.

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

2.2 ACCUMULATION UNITS

The interest of this contract in the Separate Account, prior to the date
on which amounts become payable under a payment plan, is represented by
Accumulation Units. The dollar value of Accumulation Units for each Division
will increase or decrease to reflect the investment experience of the Division.
The value of an Accumulation Unit on any Valuation Date is determined by
multiplying:

- the value on the immediately preceding Valuation Date; by

- the Net Investment Factor for the period from the immediately
preceding Valuation Date up to and including the current Valuation
Date (the current period).

2.3 NET INVESTMENT FACTOR

For each Division of the Separate Account the Net Investment Factor for
the current period is one plus the net investment rate for the Division. The net
investment rate for the current period is equal to the gross investment rate for
the Division reduced on each Valuation Date by a charge for annuity rate and
expense guarantees. The charge for these guarantees on the Issue Date is shown
on page 4. The Company may increase or decrease the charge after the Issue Date,
but the Company may not increase the charge to exceed the maximum charge shown
on page 4.

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

a. is:

- the investment income of the Division for the current period; plus

- captial gains for the period, whether realized or unrealized, on the
assets of the Division; less

- capital losses for the period, whether realized or unrealized, on
the assets of the Division; less

- deduction for any tax liability paid or reserved for by the Company
resulting from the maintenance or operation of the Division; and
less

- any reasonable expenses paid or reserved for by the Company which
result from a substitution of other securities for shares of the
Portfolio(s) as set forth in Section 2.4 and

b. is the value of the assets in the Division on the immediately preceding
Valuation Date.

The gross investment rate may be positive or negative. The deduction for
any tax liability may be charged proportionately against those contracts to
which the liability is attributable by a reduction in the gross investment rate
for those contracts.

2.4 SUBSTITUTION AND CHANGE

Pursuant to the authority of the Board of Trustees of the Company:

- the assets of the Division may be invested in securities other than
shares of the Portfolio(s) as a substitute for those shares already
purchased or as the securities to be purchased in the future;

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

In the event of a substitution or change, the Company may make appropriate
endorsement on this and other contracts having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change.

<PAGE>

SECTION 3. GUARANTEED INTEREST FUND

3.1 GUARANTEED INTEREST FUND

Net Purchase Payments (see Section 4.2) and amounts transferred from other
Investment Accounts under this contract (see Section 4.4) may be applied to the
Guaranteed Interest Fund. Contract benefits placed under a variable payment plan
may not be applied to the Guaranteed Interest Fund. Amounts applied to the
Guaranteed Interest Fund become part of the general assets of the Company.

3.2 ACCUMULATION VALUE

The Accumulation Value of the Guaranteed Interest Fund is the sum of the
amounts applied to it, plus credited interest, less any amounts withdrawn or
transferred from the fund. Interest begins to accrue on the effective date of
the Purchase Payment or transfer (see Section 4.6). Interest will be credited at
an annual effective interest rate of not less than 3%. A higher rate may be
declared by the Company from time to time for a period set by the Company.

3.3 TRANSFER RESTRICTIONS

Neither transfers of Accumulation Value into the Guaranteed Interest Fund
nor transfers of Accumulation Value from the Guaranteed Interest Fund will be
allowed for a period of 365 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund. The maximum amount of the
Accumulation Value that may be transferred from the Guaranteed Interest Fund in
one transfer is limited to the greater of:

- 20% of the Accumulation Value of the Guaranteed Interest Fund on the
last contract anniversary preceding the transfer, and

- the amount of the most recent transfer from the Guaranteed Interest
Fund.

However, in no event will this maximum transfer amount be less than $1,000
or greater than $50,000.

3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE

The Accumulation Value of the Guaranteed Interest Fund may not exceed
$1,000,000 without prior consent of the Company, except when the maximum is
exceeded because of interest accruing to the Guaranteed Interest Fund.

3.5 TABLE OF GUARANTEED VALUES

Accumulation and cash values are shown on page 4A for the end of the
contract years shown. Values for contract years not shown are calculated on the
same basis as those shown on page 4A. All values are at least as great as those
required by the state in which this contract is delivered.

SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS

4.1 PAYMENT OF PURCHASE PAYMENTS

All Purchase Payments are payable at the Home Office or to an authorized
agent. A receipt signed by an officer of the Company will be furnished on
request.

Purchase Payments may be made at any time prior to the Maturity Date. The
Owner may vary the amount of Purchase Payments, but no Purchase Payment may be
less than the minimum Purchase Payment shown on page 4. Total Purchase Payments
may not exceed $5,000,000 without the consent of the Company.

The Company will not accept any Purchase Payments under Section 4 unless
it is a contribution under a pension or profit sharing plan which meets the
requirements of Section 401 of the Internal Revenue Code of 1954, as amended, or
the requirements for deduction of the employe's contribution under Section
404(a)(2) of such code.

4.2 APPLICATION OF PURCHASE PAYMENTS

Each Purchase Payment, net of the Sales Load and Premium Tax, will be
applied to one or more Investment Accounts. Net Purchase Payments applied to the
Guaranteed Interest Fund will accrue interest from the effective date of the
Purchase Payment. Net Purchase Payments applied to the Separate Account will
provide Accumulation Units in one or more Divisions. Accumulation Units are
credited as of the effective date of the Purchase Payment.

The number of Accumulation Units will be determined by dividing the Net
Purchase Payment by the value of an Accumulation Unit on the effective date.
This number of Accumulation Units will not be changed by any subsequent change
in the dollar value of Accumulation Units.

4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS

The Owner may at any time change the allocation of Net Purchase Payments
among the Investment Accounts by written notice to the Company. Net Purchase
Payments received at the Home Office on or after the date on which notice is
received will be applied to the designated Investment Accounts on the basis of
the new allocation.

4.4 TRANSFER OF ACCUMULATION VALUE

Before the Maturity Date the Owner may, on request satisfactory to the
Company, transfer amounts from one Investment Account to another, subject to the
transfer restrictions described in Section 3.3. For transfers among the Separate
Account Divisions, the number of Accumulation Units to be applied or deducted
will be adjusted to reflect the respective value of the Accumulation Units in
each of the Divisions on the date the transfer is effective. A Transfer Fee will
be deducted from the amount transferred. The amount of the Transfer Fee is shown
on page 4. The minimum amount which may be transferred is the lesser of $100 or
the entire Accumulation Value of the Investment Account from which the transfer
is being made.

For transfers from the Guaranteed Interest Fund, amounts closest to
expiration of an interest rate guarantee will be removed first. In the event
that two amounts are equally close to expiration, the one which was applied to
the Guaranteed Interest Fund earlier will be removed first.

<PAGE>

4.5 WITHDRAWALS AND FULL SURRENDER

Before the Maturity Date the Owner may, on request satisfactory to the
Company, withdraw all or a portion of the Accumulation Value of the contract.
The Company may require that at least 100 Accumulation Units or $100 of
Accumulation Value of the Guaranteed Interest Fund remain after a partial
withdrawal. Withdrawal of the entire value of the contract constitutes a full
surrender, and receipt of the contract at the Home Office will terminate this
contract. Receipt of the contract may be waived by the Company.

The cash value of the amount withdrawn will be the Accumulation Value
withdrawn determined as of the date the withdrawal is effective, less any
applicable Withdrawal Charge. The Withdrawal Charge is described, in Section
7.3.

The term "withdrawal amounts" as used in this contract includes amounts
paid as full surrenders and withdrawals of a portion of the Accumulation Value
of the contract.

For withdrawals from the Guaranteed Interest Fund, amounts closest to
expiration of an interest rate guarantee will be removed first. In the event
that two amounts are equally close to expiration, the one which was applied to
the Guaranteed Interest Fund earlier will be removed first.

4.6 EFFECTIVE DATE

The effective date of a Purchase Payment, transfer, or withdrawal is the
Valuation Date on which the Purchase Payment or the request for transfer or
withdrawal is received at the Home Office. However, the Purchase Payment,
transfer, or withdrawal will be effective on the following Valuation Date if the
Purchase Payment or request for transfer or withdrawal is received at the Home
Office either:

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

- on a day on which the New York Stock Exchange is closed.

SECTION 5. BENEFITS

5.1 MATURITY BENEFIT

MATURITY OPTIONS. If the Annuitant is living on the Maturity Date shown on page
3, and that Maturity Date is earlier than the contract anniversary nearest the
Annuitant's 90th birthday, the Owner may elect between the following maturity
options:

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

- deferral of the maturity benefit and continuation of this contract,
without any Disability Waiver of Purchase Payment Benefit, to the
Optional Maturity Date. The contract will continue under this option
if a written election for this purpose is received by the Company or
if on the Maturity Date shown on page 3, the Owner has not chosen a
payment plan.

If the Annuitant is living on the Maturity Date and that Maturity Date is
on or after the contract anniversary nearest the Annuitant's 90th birthday, the
Company will pay a monthly income to the Annuitant under a payment form chosen
by the Owner.

PAYMENT OF MATURITY BENEFIT. The amount of the monthly income paid as the
maturity benefit will depend on the payment plan chosen (see Section 11) and the
maturity value. The maturity value of this contract will be the Accumulation
Value of the contract on the effective date of the maturity benefit, less any
applicable Withdrawal Charge (see Section 7.3). The maturity benefit will be
effective on the Maturity Date. However, if the New York Stock Exchange is
closed on the Maturity Date, the effective date will be the Valuation Date next
preceding the Maturity Date.

If no payment form is chosen at the time a monthly income becomes payable,
payments will be made to the Annuitant under the variable payment form of Life
Income Plan (Option C), with installments certain for ten years, as described in
Section 11.1.

OPTIONAL MATURITY DATE. The Optional Maturity Date is the contract anniversary
nearest the Annuitant's 90th birthday. If the contract is continued to the
Optional Maturity Date, all contract rights of the Owner will continue in effect
to the Optional Maturity Date except that the Disability Waiver of Purchase
Payment Benefit will not continue in force after the Maturity Date shown on page
3. The Optional Maturity Date will become the Maturity Date for all other
purposes of this contract.

5.2 PAYMENT AT DEATH

The Company will make a payment to the beneficiary upon receipt at its
Home Office of satisfactory proof of the death of the Annuitant before the
Maturity Date. The payment at death will be the Accumulation Value of the
contract determined on the effective date of the payment at death. The payment
at death will be effective on the Valuation Date on which proof of death is
received at the Home Office or, if later, the date on which a method of payment
is elected. However, payment at death will be effective on the next following
Valuation Date if the proof of death is received at the Home Office either:

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

- on a day on which the New York Stock Exchange is closed.

If the date of death is before the Annuitant's 65th birthday, the payment
at death will not be less than:

- total Purchase Payments paid under the contract; less

- any amounts withdrawn under Section 4.5.

The term "death benefits" as used in this contract refers to the payment
at death.

<PAGE>

SECTION 6. BENEFICIARIES

6.1 DEFINITIONS

The term "beneficiaries" as used in this contract includes direct
beneficiaries, contingent beneficiaries and further payees.

6.2 NAMING AND CHANGE OF BENEFICIARIES

FOR MATURITY BENEFITS BY OWNER. The Owner may name and change the beneficiaries
of maturity benefits before the Maturity Date. If no direct beneficiary is named
by the Owner, the Annuitant will be the direct beneficiary.

FOR DEATH BENEFITS BY OWNER. The Owner may name and change the beneficiaries:

- while the Annuitant is living; or

- during the first 60 days after the date of death of tire Annuitant,
if the Annuitant was not the Owner immediately prior to the
Annuitant's death. A change made during this 60 days cannot be
revoked.

FOR WITHDRAWAL AMOUNTS BY OWNER. The Owner may name the beneficiaries at the
time of withdrawal.

FOR DEATH BENEFITS BY DIRECT BENEFICIARY. A direct beneficiary may name and
change the contingent beneficiaries and further payees of the direct
beneficiary's share of the benefits:

- if the direct beneficiary is the Owner,

- if, at any time after the death of the Annuitant, no contingent
beneficiary or further payee of that share is living; or

- if, after the death of the Annuitant, the direct beneficiary elects
a payment plan. The interest of any other beneficiary in the share
of that direct beneficiary will end.

These direct beneficiary rights are subject to the Owner's rights during
the 60 days after the date of death of the Annuitant.

FOR MATURITY BENEFITS OR WITHDRAWAL AMOUNTS BY DIRECT BENEFICIARY. After a
withdrawal or the maturity of the contract, the direct beneficiary may name and
change the contingent beneficiaries and further payees of the direct
beneficiary's share of benefits that is under a payment plan.

FOR MATURITY OR DEATH BENEFITS OR WITHDRAWAL AMOUNTS BY SPOUSE (MARITAL
DEDUCTION PROVISION).

- POWER TO APPOINT. The spouse of the Annuitant will have the power
alone and in all events to appoint all amounts payable to the spouse
under the contract if:
a. just before the Annuitant's death, the Annuitant was the
Owner, and
b. the spouse is a direct beneficiary; and
c. the spouse survives the Annuitant.

- TO WHOM SPOUSE CAN APPOINT. Under this power, the spouse can
appoint:
a. to the estate of the spouse; or
b. to any other persons as contingent beneficiaries and further
payees.

- EFFECT OF EXERCISE. As to the amounts appointed, the exercise of
this power will:
a. revoke any other designation of beneficiaries;
b. revoke any election of payment plan as it applies to them; and
c. cause any provision to the contrary in Section 6 or 10 of this
contract to be of no effect.

EFFECTIVE DATE. A naming or change of a beneficiary will be made on receipt at
the Home Office of a written request that is acceptable to the Company. The
request will then take effect as of the date that it was signed. The Company is
not responsible for any payment or other action that is taken by it before the
receipt of the request. The Company may require that the contract be sent to it
to be endorsed to show the naming or change.

6.3 SUCCESSION IN INTEREST OF BENEFICIARIES

DIRECT BENEFICIARIES. The maturity or death benefits or withdrawal amounts will
be payable in equal shares to the direct beneficiaries who survive and receive
payment. If a direct beneficiary dies before receiving all or part of the direct
beneficiary's full share, the unpaid portion will be payable in equal shares to
the other direct beneficiaries who survive and receive payment.

CONTINGENT BENEFICIARIES. At the death of all of the direct beneficiaries, the
maturity or death benefits, the withdrawal amounts, or the present value of any
unpaid payments under a payment plan, will be payable in equal shares to the
contingent beneficiaries who survive and receive payment. If a contingent
beneficiary dies before receiving all or part of the contingent beneficiary's
full share, the unpaid portion will be payable in equal shares to the other
contingent beneficiaries who survive and receive payment.

FURTHER PAYEES. At the death of all the direct and contingent beneficiaries, the
maturity or death benefits, the withdrawal amounts, or the present value of any
unpaid payments under a payment plan, will be paid in one sum:

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

- if no further payees survive and receive payment, to the estate of
the last to die of all beneficiaries who survive the Annuitant.

<PAGE>

OWNER OR THE OWNER'S ESTATE. If no beneficiaries are alive when the Annuitant
dies, the benefits will be paid to the Owner or to the Owner's estate.

6.4 TRUSTEE AS BENEFICIARY

If a trustee is named as a beneficiary and no qualified trustee makes
claim to the proceeds, or to the present value of any unpaid payments under a
payment plan, within one year after payment becomes due to the trustee, or if
satisfactory evidence is furnished to the Company within that year showing that
no trustee can qualify to receive payment, payment will be made as though the
trustee had not been named.

The Company will be fully discharged of liability for any action taken by
the trustee and for all amounts paid to, or at the direction of, the trustee and
will have no obligation as to the use of the amounts. In all dealings with the
trustee the Company will be fully protected against the claims of every other
person. The Company will not be charged with notice of a change of trustee
unless written evidence of the change is received at the Home Office.

6.5 GENERAL

TRANSFER OF OWNERSHIP. A transfer of ownership of itself will not change the
interest of a beneficiary.

CLAIMS OF CREDITORS. So far as allowed by law, no amount payable under this
contract will be subject to the claims of creditors of a beneficiary.

SUCCESSION UNDER PAYMENT PLANS. A direct or contingent beneficiary who succeeds
to an interest in a payment plan will continue under the terms of the plan.

SECTION 7. FEES AND CHARGES

7.1 CONTRACT FEE

On each contract anniversary prior to the Maturity Date, a Contract Fee
will be charged for administrative expenses. The amount of the Contract Fee is
shown on page 4. The Contract Fee will be deducted from the Investment Accounts
in proportion to the Accumulation Value of the Investment Accounts. The
effective date of the Contract Fee will be the contract anniversary. However, if
the New York Stock Exchange is closed on the contract anniversary, the effective
date will be the next following Valuation Date.

7.2 SALES LOAD AND PREMIUM TAXES

The Company will deduct from Purchase Payments received the Sales Load
shown on page 4. The Company may also deduct from Purchase Payments received any
Premium Taxes incurred.

7.3 WITHDRAWAL CHARGE

CONDITIONS. Maturity benefits and withdrawals are subject to a Withdrawal Charge
described on page 4. There is no Withdrawal Charge on benefits that are paid
under a variable Instalment Income or variable Life Income Payment Plan.
However, the withdrawal of the present value of any unpaid installments under a
variable Installment Income Plan (Option B) will be subject to a withdrawal
charge if the withdrawal is made less than five years after the date that the
payment plan takes effect.

CALCULATIONS. The amount of the Withdrawal Charge on the contract is equal to
the sum of the Withdrawal Charges on all Net Purchase Payments. The Withdrawal
Charge on a Net Purchase Payment is equal to the Withdrawal Charge percentage on
the date the Withdrawal Charge is determined, multiplied by the amount of the
Net Purchase Payment. The Withdrawal Charge percentages are shown on page 4. The
excess of the Accumulation Value of the contract over the total of Net Purchase
Payments paid is not subject to a Withdrawal Charge.

Withdrawal Charges are determined:

- for maturity benefits, as of the Maturity Date.

- for withdrawals under Section 4.5, as of the effective date of the
withdrawal.

- for withdrawals from payment plans, as of the effective date of the
withdrawal.

WITHDRAWAL CHARGE FREE AMOUNT. If the Accumulation Value of the contract is at
least $10,000 on the most recent contract anniversary preceding a withdrawal
under Section 4.5, then the amount withdrawn will be taken first from any
eligible portion of the Accumulation Value of the contract that exceeds the
total of Net Purchase Payments paid. For each Contract Year, the amount eligible
for the Withdrawal Charge Free Amount is the lesser of the following:

- the excess of the Accumulation Value of the contract on the
effective date of the withdrawal over the total of Net Purchase
Payments paid up to the effective date of the withdrawal; and

- 10% of the Accumulation Value of the contract on the most recent
contract anniversary preceding the withdrawal.

ORDER OF WITHDRAWAL. A withdrawal will be taken from the contract in the
following order:

- first, from the Withdrawal Charge Free Amount, if any;

- next, from the Net Purchase Payments in the order that produces the
lowest Withdrawal Charge; and

- last, from any remaining amount by which the Accumulation Value of
the contract exceeds the total of Net Purchase Payments.

<PAGE>

SECTION 8. OWNERSHIP

8.1 THE OWNER

The Owner is named on page 3. All contract rights may be exercised by the
Owner, the Owner's successor, or the Owner's transferee without the consent of
any beneficiary. After the Annuitant's death, contract rights may be exercised
only as provided in Sections 6 and 1).

If the contract has more than one Owner, contract rights may be exercised
only by authorization of all Owners.

8.2 TRANSFER OF OWNERSHIP

The Owner may transfer the ownership of this contract. Written proof of
transfer satisfactory to the Company must be received at its Home Office. The
transfer will then take effect as of the date it was signed. The Company may
require that the contract be sent to it for endorsement to show the transfer.
The Company will not be responsible to a transferee Owner for any payment or
other action taken by the Company before receipt of the proof of transfer at its
Home Office.

8.3 COLLATERAL ASSIGNMENT

The Owner may assign this contract as collateral security. The Company is
not responsible for the validity or effect of a collateral assignment. The
Company will not be responsible to an assignee for any payment or other action
taken by the Company before receipt of the assignment in writing at its Home
Office.

The interest of any beneficiary will be subject to any collateral
assignment made either before or after the beneficiary is named.

A collateral assignee is not an Owner. A collateral assignment is not a
transfer of ownership. Ownership can be transferred only by complying with
Section 8.2.

8.4 REPORTS TO OWNERS

At least once each Contract Year, the Company will also send to the Owner
or payee a statement of the Accumulation Values of the Investment Accounts, the
number of units credited to the contract, the dollar value of a unit as of a
date not more than two months previous to the date of mailing, and a statement
of the investments held by the Separate Account.

8.5 TRANSFERABILITY RESTRICTIONS

Notwithstanding any other provisions of this contract, the Owner may not:

- change the ownership of the contract; or

- sell the contract, or asssign or pledge the contract as
collateral for a loan or as security for the performance of an
obligation or for any other purpose, to any person other than
the Company.

These restrictions will not apply if the Owner is:

- the trustee of an employee trust that is qualified under the
Internal Revenue Code; or

- the custodian of a custodial account treated as an employee
trust that is qualified under the Internal Revenue Code.

The restrictions do not preclude the employer under a non-trusteed plan
from transferring ownership of this contract to the Annuitant or to the employer
or trustee under another plan or trust when required by the plan.

SECTION 9. THE CONTRACT

9.1 GUARANTEES

The Company guarantees that mortality and expense results will not
adversely affect the amount of variable payments.

9.2 VALUATION OF SEPARATE ACCOUNT ASSETS

The value of the shares of each Portfolio held in the Separate Account on
each Valuation Date will be the redemption value of the shares on that date. If
the right to redeem shares of a Portfolio has been suspended, or payment of the
redemption value has been postponed, the shares held in the Separate Ac. count
(and Annuity Units) may be valued at fair value as determined in good faith by
the Board of Trustees of the Company for the sole purpose of computing annuity
payments.

9.3 DETERMINATION OF SEPARATE ACCOUNT VALUES

The method of determination by the Company of the Net Investment Factor,
and the number and value of Accumulation Units and Annuity Units, will be
conclusive upon the Owner, any assignee, the Annuitant, and any beneficiary.

9.4 DEFERMENT OF BENEFIT PAYMENTS

SEPARATE ACCOUNT DIVISIONS. The Company reserves the right to defer
determination of the contract values of the Separate Account portion of this
contract, or the payment of benefits under a variable payment plan, until after
the end of any period during which the right to redeem shares of a Portfolio is
suspended, or payment of the redemption value is postponed. Any deferment would
be in accordance with the provisions of the Investment Company Act of 1940 by
reason of closing of, or restriction of trading on, the New York Stock Exchange,
or other emergency, or as otherwise permitted by the Act. In addition, the
Company reserves the right to defer payment of contract values until seven days
after the end of any deferment in the determination of contract values.

GUARANTEED INTEREST FUND. The Company may defer paying contract values of the
Guaranteed Interest Fund for up to six months from the effective date of the
withdrawal or full surrender. If payment is deferred for 30 days or more,
interest will be paid on the withdrawal amounts at an annual effective rate of
3% from the effective date of the withdrawal or surrender to the date of the
payment.

<PAGE>

9.5 DIVIDENDS

This contract will share in the divisible surplus of the Company, except
while payments are being made under a variable payment plan. This surplus will
be determined each year, and the dividend, if any, will be credited on the
contract anniversary. Any dividend credited prior to the Maturity Date will be
applied on the effective date as a Net Purchase Payment unless the Owner elects
to have the dividend paid in cash. The effective date of the dividend will be
the contract anniversary. However, if the New York Stock Exchange is closed on
the contract anniversary, the effective date will be the next following
Valuation Date.

9.6 INCONTESTABILITY

The Company will not contest this contract after it has been in force
during the lifetime of the Annuitant for two years from the Issue Date. This
Issue Date is shown on page 3.

9.7 MISSTATEMENT OF AGE OR SEX

If the age or sex of the Annuitant has been misstated, the amount payable
will be the amount which the Purchase Payments paid would have purchased at the
correct age and sex.

9.8 ENTIRE CONTRACT; CHANGES

This contract with the attached application is the entire contract.
Statements in the application are representations and not warranties. A change
in the contract is valid only if it is approved by an officer of the Company.
The Company may require that the contract be sent to it for endorsement to show
a change. No agent has the authority to change the contractor or to waive any of
its terms.

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

Assets of the Separate Account are owned by the Company and the Company is
not a trustee with respect thereto. The Company may from time to time adjust the
amount of assets contained in the Separate Account, by periodic withdrawals or
additions, to reflect the contract deductions and the Company's reserves for
this and other similar contracts.

This contract is subject to the laws of the state in which it is
delivered. All benefits are at least as great as those required by that state.

9.9 TERMINATION OF CONTRACT

At any time after the first contract anniversary, the Company may
terminate the contract and pay the Owner the Accumulation Value of the contract
and be released of any further obligation if:

- prior to the Maturity Date no Purchase Payments have been received
under the contract for a period of two full years and each of the
following is less than the Minimum Accumulation Value shown on page
4:

a. the Accumulation Value of the contract; and

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

- on the Maturity Date the Accumulation Value of the contract is less
than the Minimum Accumulation Value shown on page 4 or would provide
a monthly income the initial amount of which is less than the
minimum payment amount shown on page 4.

SECTION 10. PAYMENT OF CONTRACT BENEFITS

10.1 PAYMENT OF BENEFITS

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

- a variable payment plan;

- a fixed payment plan; or

- in cash.

The provisions and rate for variable and fixed payment plans are described
in Section 11. Contract benefits may not be placed under a payment plan unless
the plan would provide to each beneficiary a monthly income the initial amount
of which is at least the minimum payment amount shown on page 4. A Withdrawal
Charge will be deducted from contract benefits before their payment under
certain conditions described in Section 7.3.

10.2 PAYMENT AT DEATH

Upon the death of the Annuitant prior to the Maturity Date, the payment at
death will be made under any payment plan previously elected. If no payment plan
has been elected, the payment at death will be made under a payment plan or in
cash as elected by the Owner or beneficiary.

<PAGE>

10.3 EFFECTIVE DATE FOR PAYMENT PLAN

A payment plan that is elected for maturity benefits will take effect on
the Maturity Date.

A payment plan that is elected for death benefits will take effect on the
date proof of death of the Annuitant is received at the Home Office if:

- the plan is elected by the Owner; and

- the election is received at the Home Office while the Annuitant is
living.

In all other cases, a payment plan that is elected will take effect:

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

- on a later date, if requested.

10.4 PAYMENT PLAN ELECTIONS

FOR DEATH BENEFITS BY OWNER. The Owner may elect payment plans for death
benefits:

- while the Annuitant is living; or

- during the first 60 days after the date of death of the Annuitant,
if the Annuitant was not the Owner immediately prior to the
Annuitant's death. An election made during the 60 days cannot be
changed.

FOR DEATH BENEFITS BY DIRECT OR CONTINGENT BENEFICIARY. A direct or contingent
beneficiary may elect payment plans for death benefits payable to the direct or
contingent beneficiary if no payment plan that has been elected is in effect.
This right is subject to the Owner's rights during the above 60 days.

FOR MATURITY BENEFITS OR WITHDRAWAL AMOUNTS. The Owner may elect payment plans
for maturity benefits or withdrawal amounts.

TRANSFER BETWEEN PAYMENT PLANS. A beneficiary who is receiving payment under a
payment plan which includes the right to withdraw may transfer the amount
withdrawable to any other payment plan that is available.

SECTION 11. PAYMENT PLANS

11.1 DESCRIPTION OF PAYMENT PLANS

INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B)

The Company will make monthly installment income payments providing for
payment of benefits over a specified period of 5 to 3 years.

LIFE INCOME PLANS

- SINGLE LIFE INCOME (OPTION C). The Company will make monthly
payments for the selected certain period, if any, and thereafter
during the remaining lifetime of the individual upon whose life
income payments depend. The selections available are: (a) no certain
period; or (b) a certain period of 10 or 20 years.

- JOINT AND SURVIVOR LIFE INCOME (OPTION E). The Company will make
monthly payments for a 10-year certain period and thereafter during
the joint lifetime of the two individuals upon whose lives income
payments depend and continuing during the remaining lifetime of the
survivor.

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

- LIMITATIONS. A direct or contingent beneficiary who is a natural
person may be paid under a Life Income Plan only if the payments
depend on that beneficiary's life. A corporation may be paid under a
Life Income Plan only if the payments depend on the life of the
Annuitant or, after the death of the Annuitant, on the life of the
Annuitant's spouse or dependent.

These payment plans are available on either a fixed or variable basis.
Under a fixed payment plan the payment remains level. Under a variable payment
plan the payment will increase or decrease as described in Section 11.4.

11.2 ALLOCATION OF BENEFITS

Upon election of a variable payment plan, the Owner or direct or
contingent beneficiary may select the allocation of variable benefits among the
Divisions.

If no selection is made, the allocation of benefits will be as follows:

- for amounts in the Separate Account Divisions, benefits will be
allocated in proportion to the Accumulation Value of each Division
on the effective date of the variable payment plan, and

- for amounts in the Guaranteed Interest Fund, benefits will be
allocated 100% to the Money Market Division.

11.3 ANNUITY UNITS UNDER VARIABLE PAYMENT PLANS

The interest of this contract in the Separate Account after the effective
date of a variable payment plan is represented by Annuity Units. The dollar
value of Annuity Units for each Division will increase or decrease to reflect
the investment experience of the Division. The value of Annuity Unit on any
Valuation Date is the product of:

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

- the Net Investment Factor for the period from the immediately
preceding Valuation Date up to and including the current Valuation
Date (the current period); and

- the Daily Adjustment Factor of .99990575 raised to a power equal to
the number of days in the current period to reflect the Assumed
Investment Rate of 3 1/2% used in calculating the monthly payment
rate.

<PAGE>

11.4 PAYMENTS UNDER VARIABLE PAYMENT PLANS

FIRST PAYMENT. The first payment under a variable payment plan will be due as of
the effective date of the payment plan.

The amount of the first payment is the sum of payments from each Division,
each determined by multiplying the benefits allocated to the Division under the
variable payment plan by the applicable monthly variable payment rate per $1,000
of benefits.

NUMBER OF ANNUITY UNITS. The number of Annuity Units in each Division under a
variable payment plan is determined by dividing the amount of the first payment
payable from the Division by the Annuity Unit value for the Division at the
close of business on the Valuation Date on which the variable payment plan
becomes effective. The number of Annuity Units will not be changed by any
subsequent change in the dollar value of Annuity Units.

SUBSEQUENT VARIABLE PAYMENTS. The amount of each subsequent payment from each
Division under a variable payment plan will increase or decrease in accord with
the increase or decrease in the value of an Annuity Unit which reflects the
investment experience of that Division of the Separate Account.

The Amount of subsequent variable payments is the sum of payments from
each Division, each determined by multiplying the fixed number of Annuity Units
for the Division by the value of an Annuity Unit for the Division on:

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

- the sixth Valuation Date prior to the payment due date if the
payment due date is not a Valuation Date.

11.5 TRANSFER BETWEEN VARIABLE PAYMENT PLANS

A payee or joint payees receiving payments under a variable payment plan
may:

- transfer Annuity Units from one Division to another. The number of
Annuity Units in each Division will be adjusted to reflect the
respective value of the Annuity Units in the Divisions on the date
the transfer is effective. A Transfer Fee will be deducted from the
amount transferred. The amount of the Transfer Fee is shown on page
4. Transfers from the Money Market Division may be made at any time.
No transfer from the other Divisions may be made within 90 days of
the effective date of the variable payment plan or within 90 days
from the effective date of the last transfer.

- transfer from an Installment Income Plan (Option B) to either form
of the Life Income Plan (Option C or E).

Other transfers may be permitted subject to conditions set by the Company.
A transfer will be effective on the Valuation Date on which a satisfactory
transfer request is received in the Home Office, or a later date if requested.
However, the transfer will be effective on the following Valuation Date if the
request is received at the Home Office either:

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

- on a day on which the New York Stock Exchange is closed.

11.6 WITHDRAWAL UNDER PAYMENT PLANS

Withdrawal of the present value of any unpaid income payments may be
elected at any time by the beneficiary, except at withdrawal may not be elected
under a Life Income Plan (Option C or E) until the death of all individuals upon
whose lives income payments depend.

The withdrawal value under the Installment Income Plan (Option B) will be
the present value of any unpaid payments, less any applicable Withdrawal Charge
under Section 7.3. The withdrawal value under a Life Income Plan (Option C or E)
will be the present value of any unpaid payments for the certain period with no
Withdrawal Charge.

For a fixed payment plan, the present value of any unpaid income payments
will be based on the rate of interest used to determine the amount of the
payments. For a variable payment plan, the present value of any unpaid income
payments will be based on interest at the Assumed Investment Rate used in
calculating the amount of the variable payments. The amount of variable payments
used in calculating the present value of unpaid payments will be determined by
multiplying the number of Annuity Units by the value of an Annuity Unit on the
effective date of the withdrawal.

A withdrawal will be effective on the Valuation Date on which the request
is received in the Home Office. However, the withdrawal will be effective on the
following Valuation Date if the request is received at the Home Office either:

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

- on a day on which the New York Stock Exchange is closed.

<PAGE>

11.7 PAYMENT PLAN RATES

PAYMENT RATE TABLES. The guaranteed monthly payment rates for both a fixed
payment plan and the first payment under a variable payment plan are shown in
the Payment Rate Tables. The tables show rates for the Installment Income Plan
for a Specified Period (Option B) and Life Income Plans (Options C and E). Life
Income Plan (Option C or E) rates are based on the sex and adjusted age of any
individual upon whose life payments depend. The adjusted age is:

- the age on the birthday that is nearest to the date on which the
payment plan takes effect; plus

- the age adjustment shown below for the number of Contract Years that
have elapsed from the Issue Date to the date that the payment plan
takes effect. A part of a Contract Year is counted as a full year.

CONTRACT CONTRACT
YEARS AGE YEARS AGE
ELAPSED ADJUSTMENT ELAPSED ADJUSTMENT
- ---------------------------------------------------------------

1 to 8 0 33 to 40 -4
9 to 16 -1 41 to 48 -5
17 to 24 -2 49 or more -6
25 to 32 -3

CURRENT FIXED PAYMENT PLAN RATES

- INSTALLMENT INCOME FOR SPECIFIED PERIOD (OPTION B). The Company may
offer fixed payment plan rates higher than those guaranteed in this
contract with conditions on withdrawal.

- LIFE INCOME PLANS (OPTION C OR E). Payments will be based on rates
declared by the Company which will not be less than the rates
guaranteed in this contract. The declared rates will provide at
least as much income as would the Company's rates, on the date that
the payment plan takes effect, for a single premium immediate
annuity contract.

ALTERNATE VARIABLE RATE BASIS. The Company may from time to time publish higher
initial rates for variable payment plans under this contract. These higher rates
will not be available to increase payments under payment plans already in
effect.

When a variable payment plan is effective on an alternate rate basis, the
Daily Adjustment Factor described in Section 11.3 will be determined based on
the Assumed Investment Rate used in calculating the alternate payment rate.

PAYMENT RATE TABLES
MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS

FIRST PAYMENT UNDER VARIABLE PAYMENT PLAN

INSTALLMENT INCOME PLAN (OPTION B)

PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT
- --------------------------------------------------------------------

Years 1-4 11 $9.09 21 $5.56
Not Available 12 8.46 22 5.39
13 7.94 23 5.24
14 7.49 24 5.09
5 $18.12 15 7.10 25 4.96
6 15.35 16 6.76 26 4.84
7 13.38 17 6.47 27 4.73
8 11.90 18 6.20 28 4.63
9 10.75 19 5.97 29 4.53
10 9.83 20 5.75 30 4.45

GUARANTEED FIXED PAYMENT PLANS

INSTALLMENT INCOME PLAN (OPTION B)

PERIOD MONTHLY PERIOD MONTHLY PERIOD MONTHLY
(YEARS) PAYMENT (YEARS) PAYMENT (YEARS) PAYMENT

Years 1-4 11 $ 8.42 21 $ 4.85
Not Available 12 7.80 22 4.67
13 7.26 23 4.51
14 6.81 24 4.36
5 $17.49 15 6.42 25 4.22
6 14.72 16 6.07 26 4.10
7 12.74 17 5.77 27 3.98
8 11.25 18 5.50 28 3.87
9 10.10 19 5.26 29 3.77
10 9.18 20 5.04 30 3.68

<PAGE>

PAYMENT RATE TABLES

MONTHLY INCOME PAYMENTS PER $1,000 BENEFITS

LIFE INCOME PLAN (OPTION C)

SINGLE LIFE MONTHLY PAYMENTS
- ---------------------------------------------
CHOSEN PERIOD (YEARS)
ADJUSTED
AGE ZERO 10 20
- ---------------------------------------------

55 $ 4.17 $ 4.14 $ 4.06
56 4.23 4.20 4.11
57 4.31 4.28 4.17
58 4.39 4.35 4.23
59 4.47 4.43 4.29
60 4.56 4.51 4.35
61 4.65 4.59 4.42
62 4.76 4.69 4.49
63 4.87 4.79 4.56
64 4.98 4.90 4.63
65 5.10 5.00 4.70
66 5.24 5.12 4.77
67 5.38 5.24 4.84
68 5.54 5.37 4.91
69 5.70 5.51 4.98
70 5.88 5.66 5.05
71 6.07 5.81 5.12
72 6.27 5.96 5.19
73 6.49 6.13 5.24
74 6.73 6.30 5.30
75 6.99 6.48 5.36
76 7.27 6.67 5.40
77 7.58 6.86 5.45
78 7.91 7.05 5.49
79 8.26 7.25 5.52
80 8.64 7.45 5.55
81 9.05 7.65 5.58
82 9.50 7.84 5.60
83 9.98 8.02 5.62
84 10.50 8.20 5.63
85 and over 11.06 8.38 5.64

LIFE INCOME PLAN (OPTION E)

JOINT AND SURVIVOR MONTHLY PAYMENTS
- -------------------------------------------------------------------------
OLDER LIFE YOUNGER LIFE ADJUSTED AGE*
ADJUSTED
AGE 55 60 65 70 75 80 85 and over
- -------------------------------------------------------------------------

55 $ 3.79
60 3.87 $ 4.07
65 3.94 4.18 $ 4.45
70 3.99 4.27 4.61 $ 4.99
75 4.02 4.34 4.73 5.20 $ 5.72
80 4.05 4.38 4.81 5.35 6.00 $ 6.67
85 and over 4.06 4.40 4.06 5.45 6.18 7.00 $ 7.75

*See Section 10.7.

The amount of the payment for any other combination of ages will be furnished by
the Company on request. The maximum initial monthly income per $1,000 will be
$7.75.

Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the
1983 Table a with Projection Scale G.

16
<PAGE>

AMENDMENT TO SECTION 2
FOR FLEXIBLE PAYMENT VARIABLE ANNUITY
ACCOUNT A

AS OF THE ISSUE DATE, THE SECOND PARAGRAPH OF SECTION 2.1 IS AMENDED TO
READ AS FOLLOWS:

The Separate Account is comprised of the Divisions listed on page 3. The
assets allocated to these Divisions are invested in shares of corresponding
mutual funds or portfolios of mutual funds, both of which are referred to in
this policy as Portfolios. Shares of the Portfolios are purchased for the
Separate Account at their net asset value.

Secretary
NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

QQVA.FUNDS.(0599)

<PAGE>

AMENDMENT TO SEPARATE ACCOUNT DIVISIONS

AS OF APRIL 30, 1999, THE SECOND AND THIRD PARAGRAPHS OF THE SEPARATE
ACCOUNT SECTION OF THE CONTRACT RELATING TO THE DIVISIONS OF THE SEPARATE
ACCOUNT AND THE ASSETS ALLOCATED TO THESE DIVISIONS ARE AMENDED TO READ AS
FOLLOWS:

The Separate Account is comprised of the Select Bond, International Equity,
Money Market, Balanced, Index 500 Stock, Aggressive Growth Stock, High Yield
Bond, Growth Stock, Growth and Income Stock, Index 400 Stock, Small Cap Growth
Stock, Russell Multi-Style Equity, Russell Aggressive Equity, Russell Non-US,
Russell Real Estate Securities, and Russell Core Bond Divisions. Assets
allocated to these Divisions are invested in shares of corresponding mutual
funds or portfolios of mutual funds, both of which are referred to in this
policy as Portfolios. Shares of the Portfolios are purchased for the Separate
Account at their net asset value.

The Company may make available additional Divisions and Portfolios.

Secretary
NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

VA.FUNDS.(0599)
A

<PAGE>

INSURANCE COMPANY
720 E. WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202

<TABLE>
<CAPTION>
<S><C>
--------------------------
CONTRACT NUMBER
--------------------------
DEFERRED ANNUITY APPLICATION
- ----------------------------------------------------------------------------------------------------------------------------------
1. Has a Northwestern Mutual policy ever been issued on the annuitant's life? / / Yes / / No

If yes, the last policy number is
-----------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
2. ANNUITANT

/X/ Mr. / / Mrs. / / Ms. / / Dr. / / Other__________________________ /X/ Male / / Female
-----------------------------------------------------------------------------------------------------------------------------
NAME BIRTHDATE (MONTH, DAY, YEAR)
/J/O/H/N/ /J/ /D/O/E/ /0/1/ - /1/5/ - /1/9/6/4/
-----------------------------------------------------------------------------------------------------------------------------
STATE OF BIRTH (OR FOREIGN COUNTRY) TAXPAYER IDENTIFICATION NUMBER
WISCONSIN / / / / - / / - / / / / /
-----------------------------------------------------------------------------------------------------------------------------
PRIMARY RESIDENCE
STREET OR PO BOX 1234 MAIN STREET
-----------------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP (COUNTRY IF OTHER THAN U.S.)
Milwaukee, WI 53200
-----------------------------------------------------------------------------------------------------------------------------
E-MAIL ADDRESS

NON-TAX QUALIFIED
/ / Personal
/ / Estate or Business
/ / Net Income Makeup Charitable Remainder Unitrust (NIM-CRUT)
/ / Eligible 457 Deferred Compensation Plan
GO TO QUESTION 4.

TAX QUALIFIED
/ / Traditional IRA
/ / Roth IRA
/ / SIMPLE IRA
/ / IRA Simplified Employee Pension Plan (SEP)
/ / TDA Employee salary reduction only
/ / TDA Employer matching or non-elective contributions included
/ / 401(g) Non-transferable annuity
THE OWNER IS THE ANNUITANT. GO TO QUESTION 5.
/x/ Pension and Profit Sharing

-------------------------
If new trust, attach
Trust Number / 0 / 0 / 0 / 1 / 2 / 3 / Declaration of Employer (31-3344)
-------------------------

-------------------
MONTH DAY
Contract Anniversary Date / / / - / / / Complete only if required by plan.
-------------------

THE OWNER AND BENEFICIARY ARE THE TRUSTEE(S) OF THE PLAN. GO TO QUESTION 6.
- ----------------------------------------------------------------------------------------------------------------------------------

90-1900 (0599) (PAGE 1)

<PAGE>

4. OWNER (NOTE: A minor owner limits future contract actions.)
/X/ Annuitant / / See attached information / / Other: (Complete A, B, C below)
-----------------------------------------------------------------------------------------------------------------------
A. / / Mr. / / Mrs. / / Ms. / / Dr. / / Other: ___________________________________ / / Male / / Female

-----------------------------------------------------------------------------------------------------------------------
PERSONAL NAME BIRTHDATE (MONTH, DAY, YEAR)

/ / / / / / / / / / / / / / / / / / / / / / / / / / / / - / / / - / / / /
-----------------------------------------------------------------------------------------------------------------------
OR
-----------------------------------------------------------------------------------------------------------------------
BUSINESS/TRUST NAME

-----------------------------------------------------------------------------------------------------------------------
B. RELATIONSHIP TO ANNUITANT TAXPAYER IDENTIFICATION NUMBER
/ / / - / / / - / / / / /
-----------------------------------------------------------------------------------------------------------------------
C. ADDRESS - ANNUITANT'S ADDRESS, OR
STREET OR PO BOX
-----------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP (COUNTRY IF OTHER THAN US) E-MAIL ADDRESS

-----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
BENEFICIARY (NOTE: Cannot be annuitant unless "Estate of Annuitant" named.)
5. A. Direct Beneficiary of payment at DEATH: / / Owner /X/ Other
-----------------------------------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST RELATIONSHIP TO ANNUITANT
Jane J Doe Wife
-----------------------------------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST RELATIONSHIP TO ANNUITANT

-----------------------------------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST RELATIONSHIP TO ANNUITANT

-----------------------------------------------------------------------------------------------------------------------
B. Contingent Beneficiary of payment at DEATH:
-----------------------------------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST RELATIONSHIP TO ANNUITANT

-----------------------------------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST RELATIONSHIP TO ANNUITANT

-----------------------------------------------------------------------------------------------------------------------
Box (1) or (2) may be selected to include all children or brothers and sisters without naming them, or to add to the
contingent beneficiaries named. Box (3) may be selected to provide for children of a deceased contingent beneficiary; use
only if contingent beneficiaries are named and/or box (1) or (2) is checked. NOTE: The word "children" includes child and
any legally adopted child.
/ / (1) and all (other) children of the Annuitant.
/ / (2) and all (other) brothers and sisters of the Annuitant born of the marriage of or legally adopted by __________
and ______________ before the Annuitant's death.
/ / (3) any amount that would have been paid to a deceased contingent beneficiary, if living, will be paid in one sum
and in equal shares to the children of that contingent beneficiary who survive and receive payment.

C. Further Payee of payment at DEATH:
-----------------------------------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST RELATIONSHIP TO ANNUITANT

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

D. / / See attached information form (Use in place of 5A, 5B, 5C)
- ---------------------------------------------------------------------------------------------------------------------------------
As a result of this purchase will the values or benefits of any other life insurance policy or annuity contract,
6. on any life, be affected in any way? / / Yes /x/ No

NOTE TO AGENT:
VALUES OR BENEFITS ARE AFFECTED IF ANY QUESTION ON THE DEFINITION OF REPLACEMENT SUPPLEMENT COULD BE ANSWERED "YES."

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

The agent must:
- submit required papers and sales materials and
- provide required disclosure notices to the applicant.

The applicant must answer the questions:
- on the Definition of Replacement Supplement and
- A, B, and C below.

Will this annuity: A. replace Northwestern Mutual Life? / / Yes /X/ No
B. replace other Companies? / / Yes /X/ No
C. result in 1035 exchange? / / Yes /X/ No
- ---------------------------------------------------------------------------------------------------------------------------------
7. PLAN (Select One) /X/ VARIABLE ANNUITY. Complete Variable Annuity Section (Pages 3-5)
/ / SINGLE PREMIUM RETIREMENT ANNUITY. Complete Single Premium Retirement Annuity Section (Page 6)

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

90-1900 (0599) (PAGE 2)

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------------------
V1 TYPE / / Back-end Design
/X/ Front-end Design ($10,000 minimum initial purchase payment)

The front-end design may provide better long term financial value than the back-end design. Factors you may want to
consider in making your decision include the expected holding period of the annuity as well as anticipated liquidity
needs.
- ----------------------------------------------------------------------------------------------------------------------------------
V2 MATURITY: Defaults to age 85 unless otherwise specified below.

------------ ----------------------------------------
(MONTH, DAY, YEAR)
MATURITY AGE / / / OR MATURITY DATE / / / - / / / - / / / / /
------------ ----------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
V3 INDICATE ALLOCATION OF NET PURCHASE PAYMENTS (Use whole %. Total must equal 100%)

NORTHWESTERN MUTUAL SERIES FUNDS RUSSELL INSURANCE FUNDS

Select Bond 20% Multi-Style Equity %
--- ---
International Equity % Aggressive Equity %
--- ---
Money Market % Non-US 10%
--- ---
Balanced 10% Real Estate Securities %
--- ---
Index 500 Stock % Core Bond 10%
--- ---
Aggressive Growth Stock 10%
---
High Yield Bond % FIXED FUND
---
Growth Stock 20% Guaranteed Interest* %
--- ---
Growth and Income Stock 20%
---
Index 400 Stock % TOTAL 100%
---
Small Cap Growth Stock % * Guaranteed Interest Fund not available in all states.
---

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

90-1900 (0599) (PAGE 3)

<PAGE>

VARIABLE ANNUITY SECTION (CONTINUED)
- ---------------------------------------------------------------------------------------------------------------------------------
V4 INITIAL PURCHASE PAYMENT

A. METHOD OF PAYMENT

/X/ PREPAID A purchase payment for the contract applied for has been given to the agent in exchange for the receipt
with the same number as this application. NOTE: ALL PURCHASE PAYMENT CHECKS MUST BE MADE PAYABLE TO
NORTHWESTERN MUTUAL LIFE. DO NOT MAKE CHECKS PAYABLE TO AGENT OR LEAVE PAYEE BLANK.
------------------------
AMOUNT
$ 10,000.00
------------------------

/ / NON-PREPAID (NOTE: Contract will not be issued until initial purchase payment is received.)
/ / 1. Collected via Multiple Contract Bill (MCB). RECOMMENDED FOR SIMPLE IRA'S.
/ / 2. Automatic withdrawal from checking account (ISA/EFT). ------------------------------
/ / 3. Check coming from another financial institution. Estimated Amount: $
------------------------------

B. FOR IRA's (Traditional, SEP, SIMPLE and Roth IRA) enter amount(s) indicating how the initial purchase payment is to
be applied. CAUTION: Accurate selection is needed to assure correct tax reporting.

--------------------------------------------------------------------------------------------------------------
$ CURRENT ( ) TAX YEAR (Date on check matches current tax year.)
--------------------------------------------------------------------------------------------------------------
$ PRIOR ( ) TAX YEAR (One year prior to current calendar year.)
--------------------------------------------------------------------------------------------------------------
$ DIRECT TRANSFER - CHECK PAYABLE TO NORTHWESTERN MUTUAL LIFE for the benefit
of the contract owner.
THE SOURCE MARKET MUST BE INDICATED. CHECK ONE:
/ / Traditional IRA
/ / TDA
/ / Pension/Profit Sharing/401k/Defined Benefit
/ / Roth IRA
/ / SIMPLE IRA - The owner has been a participant in the employer's SIMPLE Plan for:
/ / Two years or LESS. / / More than two years.
/ / SEP
---------------------------------------------------------------------------------------------------------
$ 60-DAY ROLLOVER - PERSONAL CHECK from owner OR check ENDORSED TO
NORTHWESTERN MUTUAL LIFE.
THE SOURCE MARKET MUST BE INDICATED IF THE FOLLOWING IS APPLICABLE.
/ / Traditional IRA (Traditional IRA to Roth IRA)
/ / SIMPLE IRA (SIMPLE IRA to Traditional IRA)
The owner has been a participant in the employer's SIMPLE Plan for:
/ / Two years or LESS / / More than two years.
---------------------------------------------------------------------------------------------------------

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

90-1900 (0599) (PAGE 4)

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------------------
V5 SUBSEQUENT PURCHASE PAYMENTS (Select One) -----------------
/ / None Anticipated. ISA NUMBER
/X/ Send Investment Reminders to Owner with Confirmations and Quarterly Summary Statements. _______________
------------------------- -----------------
ANTICIPATED ANNUAL AMOUNT
$ 3,000.00
-------------------------
/ / Automatic Withdrawal from Checking Account (ISA/EFT).
-------------------------------------------------------------------------------------------------------------------------
AMOUNT DATE OF FIRST DRAFT (MONTH, DAY, YEAR) FREQUENCY

$ / / - / / / - / / / / / / / Monthly / / Quarterly / / Semiannual / / Annual
-------------------------------------------------------------------------------------------------------------------------
NOTE: Subsequent withdrawals will be on the same day of the month (1-28 ONLY) as the initial draft. ATTACH VOID CHECK
IF ONGOING DRAFT DRAWN ON DIFFERENT ACCOUNT THAN INITIAL PAYMENT CHECK OR IF CHECK NOT ATTACHED.

ISA/EFT Payer / / Annuitant at annuitant's address / / Other:
-------------------------------------------------------------------------------------------------------------------------
A. / / Mr. / / Mrs. / / Ms. / / Dr. / / Other:_______________________________ / / Male / / Female
-------------------------------------------------------------------------------------------------------------------------
PERSONAL NAME BIRTHDATE (MONTH, DAY, YEAR)
/ / / / / / / / / / / / / / / / / / / / / / / / / / / - / / / - / / / / /
-------------------------------------------------------------------------------------------------------------------------
OR
-------------------------------------------------------------------------------------------------------------------------
BUSINESS/TRUST NAME

-------------------------------------------------------------------------------------------------------------------------
B. TAXPAYER IDENTIFICATION NUMBER DAYTIME TELEPHONE NUMBER
/ / / / / / / / / / / ( )
-------------------------------------------------------------------------------------------------------------------------
c. ADDRESS

STREET OR PO BOX
-------------------------------------------------------------------------------------------------------------------------
CITY, STATE, ZIP (COUNTRY IF OTHER THAN US)

-------------------------------------------------------------------------------------------------------------------------
Payer signature below is authorization to the depository institution named on the attached check to pay and charge named
account with electronic funds transfers, or other form of pre-authorized check or withdrawal order transfers, initiated
by the Northwestern Mutual Life Insurance Company to its own order. This authorization will remain in effect until
revoked in writing.

X
----------------------------------------------------------
ISA/EFT PAYER SIGNATURE
/ / Add to Multiple Contract Bill.
-------------------------------------------------------------------------------------------------------------------------
AMOUNT MCB NUMBER MCB PAYER
$
-------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
V6 THE COMPANY IS REQUIRED TO MAKE THE FOLLOWING INQUIRIES FOR PURPOSES OF DETERMINING SUITABILITY OF THIS SALE. THE
APPLICATION WILL NOT BE ACCEPTED WITHOUT THIS INFORMATION.

ANNUITANT'S PURPOSE FOR CONTRACT CURRENT FINANCIAL STATUS
/X/ Fund tax-qualified retirement plan Total Annual Income (all sources) $__________________________
/ / Personal retirement planning Total Net Worth $__________________________
/ / Other. Specify __________________________________ ANTICIPATED NUMBER OF YEARS CONTRACT WILL BE IN FORCE__________

INVESTMENT OBJECTIVES FOR THIS CONTRACT
/ / Preservation of principal / / Moderate risk, moderate return potential
/ / Lower risk, lower return potential / / Higher risk, higher return potential

THE ANSWERS TO V6 ACCURATELY DESCRIBE MY CURRENT FINANCIAL STATUS AND OBJECTIVES.

ON (date of delivery: ___-___-___) THE FOLLOWING PROSPECTUS OR OFFERING CIRCULAR AND REPORT WAS DELIVERED:
/X/ Account A Offering Circular dated 05-01-99 and Report dated ___-___-___ (Corporate Pension Plans)
/X/ Account A Prospectus dated 05-01-99 (Partnership or Sole Proprietorship Pension Plans)
/ / Account B Prospectus dated ___-___-___ (all others)

I ACKNOWLEDGE RECEIPT OF THE PROSPECTUS OR OFFERING CIRCULAR AND REPORT AND I UNDERSTAND THAT ALL PAYMENTS AND VALUES
PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO AMOUNT.

X X (SIGNED) John J. Doe
------------------------------------------------------------- -----------------------------------------------------------
ANNUITANT SIGNATURE (IF OTHER THAN APPLICANT) APPLICANT SIGNATURE
- ----------------------------------------------------------------------------------------------------------------------------------

90-1900 (0599) (PAGE 5)

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------------------
F1 GUARANTEED PERIOD: / / One Year / / Three Year
- ----------------------------------------------------------------------------------------------------------------------------------
-------------
F2 MATURITY AGE / / / If not specified, defaults to age 85.
-------------
- ----------------------------------------------------------------------------------------------------------------------------------
F3 PREMIUM PAYMENT

A. METHOD OF PAYMENT

/ / PREPAID The premium for the contract applied for has been given to the agent in exchange for the receipt with the
same number as this application. NOTE: ALL PREMIUM PAYMENT CHECKS MUST BE MADE PAYABLE TO NORTHWESTERN MUTUAL
LIFE. DO NOT MAKE CHECK PAYABLE TO AGENT OR LEAVE PAYEE BLANK.
-----------------------------
AMOUNT
$
-----------------------------

/ / NON-PREPAID (NOTE: Contract will not be issued until initial premium is received.)
-----------------------------
$ (Estimated amount of check coming from another financial institution.)
-----------------------------

B. FOR IRAS (Traditional, SEP, SIMPLE and Roth IRA) enter amount(s) indicating how the premium payment is to be applied.
CAUTION: Accurate selection is needed to assure correct tax reporting.

Only Direct Transfer or 60-Day Rollover can be selected.
-------------------------------------------------------------------------------------------------------------------------
$ DIRECT TRANSFER - CHECK PAYABLE TO NORTHWESTERN MUTUAL LIFE for the benefit
of the contract owner.
THE SOURCE MARKET MUST BE INDICATED. CHECK ONE:
/ / Traditional IRA
/ / TDA
/ / Pension/Profit Sharing/401k/Defined Benefit
/ / Roth IRA
/ / SIMPLE IRA - The Owner has been a participant in the employer's SIMPLE Plan for:
/ / Two years or LESS. / / More than two years.
/ / SEP
-------------------------------------------------------------------------------------------------------------------------
$ 60-DAY ROLLOVER - PERSONAL CHECK from owner OR check ENDORSED TO
NORTHWESTERN MUTUAL LIFE.
THE SOURCE MARKET MUST BE INDICATED IF THE FOLLOWING IS APPLICABLE.
/ / Traditional IRA (Traditional IRA to Roth IRA)
/ / SIMPLE IRA (SIMPLE IRA TO Traditional IRA)
The owner has been a participant in the employer's SIMPLE Plan for:
/ / Two years or LESS. / / More than two years.
-------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
90-1900 (0599) (PAGE 6)

<PAGE>

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

THE ANNUITANT CONSENTS TO THIS APPLICATION.

EACH PERSON SIGNING THIS APPLICATION DECLARES THAT THE ANSWERS AND STATEMENTS MADE IN THIS APPLICATION ARE CORRECTLY
RECORDED, COMPLETE AND TRUE TO THE BEST OF HIS OR HER KNOWLEDGE AND BELIEF.

IT IS UNDERSTOOD AND AGREED THAT:
For the purposes of this application, if a Variable Annuity is applied for, the word "policy" means contract and the word
"premium" means purchase payment.

If the Owner is a Trustee or successor Trustee under a tax qualified plan or the employer under a tax qualified non-trusteed
plan, Northwestern Mutual LIfe will be fully discharged of liability for any action taken by the Owner in the exercise of any
policy right and for all amounts paid to, or at the direction of, the Owner and will have no obligation as to the use of the
amounts. In all dealings with the Owner, Northwestern Mutual Life will be fully protected against the claims of every other
person.

The initial purchase payment will be credited the valuation date coincident with or next following the date it is received
at the Home Office. Receipt of purchase payments at a payment facility designated by Northwestern Mutual LIfe will be
considered the same as receipt at the Home Office.

If a Tax Qualified Employee Plan, an IRA or TDA is applied for, the Applicant and/or Annuitant have received and reviewed
the appropriate ERISA, IRA or TDA disclosure statements.

BACK-END DESIGN VARIABLE ANNUITY AND SINGLE PREMIUM RETIREMENT ANNUITY POLICIES HAVE PROVISIONS FOR THE ASSESSMENT OF
SURRENDER CHARGES ON CASH WITHDRAWAL.

No agent is authorized to make or alter contracts or to waive the rights or requirements of Northwestern Mutual Life.

X X (signed) John J. Doe
---------------------------------------------------------- ------------------------------------------------------------------
SIGNATURE OF ANNUITANT (IF OTHER THAN APPLICANT) SIGNATURE OF APPLICANT (INDICATE RELATIONSHIP BELOW IF APPLICABLE)
/ / TRUSTEE / / EMPLOYER

SIGNED at Milwaukee Milwaukee WI DATE / 0 / 5 / - / 0 / 1 / - / 1 / 9 / 9 / 9/
---------------------------------------------------------- ------------------------------------------------------
CITY COUNTY STATE MONTH DAY YEAR

X (signed) Norm W. Western
-----------------------------------------------------------------
SIGNATURE OF LICENSED AGENT

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

90-1900 (0599) (PAGE 7)
</TABLE>
<PAGE>

IT IS RECOMMENDED THAT YOU ...

read your contract.

notify your Northwestern Mutual agent or the Company at
720 E. Wisconsin Avenue, Milwaukee, Wis. 53202, of an
address change.

call your Northwestern Mutual agent for information
-particularly on a suggestion to terminate or exchange
this contract for another contract or plan.

ELECTION OF TRUSTEES

The members of The Northwestern Mutual Life Insurance
Company are its policyholders of insurance policies and
deferred annuity contracts. The members exercise control
through a Board of Trustees. Elections to the Board are
held each year at the annual meeting of members. Members
are entitled to vote in person or by proxy.

FLEXIBLE PAYMENT VARIABLE ANNUITY-ACCOUNT B

AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND
VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE
AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT.

[NORTHWESTERN
MUTUAL LIFE LOGO]

<PAGE>

Exhibit-B(4)(b)

The Northwestern Mutual Life Insurance Company agrees
to pay the benefits provided in this contract, subject
to its terms and conditions. Signed at Milwaukee,
Wisconsin on the Issue Date.

James D. Ericson John M. Brenner
PRESIDENT AND C.E.O. SECRETARY

FLEXIBLE PAYMENT VARIABLE ANNUITY-Account A

Net Purchase Payments accumulated in a Separate Account,
assets of which are invested in shares of one or more
mutual funds, or Guaranteed Interest Fund.

Retirement benefit payable at maturity.
Payment at death before maturity.

Contract benefits payable in one sum or as variable or
guaranteed monthly income. Variable Payment Plan
benefits described in Section 11.

Participating.

AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND
VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE
AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT.

RIGHT TO RETURN CONTRACT -- Please read this contract
carefully. The Owner may return the contract for any
reason within ten days after receiving it. Return of the
contract is effective on the date written notice of the
return is delivered, mailed or sent by telegram to
either The Northwestern Mutual Life Insurance Company,
720 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202 or
the agent who sold the contract. If returned, the
contract will be cancelled and the Company will refund
the sum of (a) the difference between the Purchase
Payments paid and the amounts, if any, allocated to the
Separate Account plus (b) the value of the contract on
the effective date of return.

[NORTHWESTERN
MUTUAL LIFE LOGO]

CONTRACT NUMBER V12 345 678

ANNUITANT John J. Doe

ISSUE DATE January 15, 1996

Sex Neutral
<PAGE>

TABLE OF CONTENTS

PAGE
----

CONTRACT INFORMATION, SEPARATE ACCOUNT DIVISIONS 3

LOADS, FEES, AND CHARGES;
PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS 4

SECTION 1. GENERAL TERMS AND DEFINITIONS 5

SECTION 2. SEPARATE ACCOUNT 6
- Definition of Separate Account
- Accumulation Units
- Net Investment Factor
- Substitution and Change

SECTION 3. GUARANTEE INTEREST FUND 7
- Guaranteed Interest Fund
- Accumulation Value
- Transfer Restrictions
- Maximum Accumulation Value

SECTION 5. BENEFITS 8
- Maturity Benefit
- Payment at Death

SECTION 6. BENEFICIARIES 9
- Definition of Beneficiaries
- Naming and Change of Beneficiaries
- Succession in Interest of Beneficiaries
- General

SECTION 7. LOADS, FEES, AND CHARGES 10
- Contract Fee
- Sales Load and Premium Taxes
- Withdrawal Charge

SECTION 8. OWNERSHIP 11
- The Owner
- Transfer of Ownership
- Collateral Assignment
- Reports to Owners
- Transferability Restrictions

1
<PAGE>

PAGE
----

SECTION 10. PAYMENT OF CONTRACT BENEFITS 12
- Payment of Benefits
- Payment at Death
- Effective Date for Payment Plan
- Payment Plan Elections

ADDITIONAL BENEFITS (IF ANY) Following page

APPLICATION Attached to the contract

ENDORSEMENTS
TO BE MADE ONLY BY THE COMPANY AT THE HOME OFFICE

2
<PAGE>

CONTRACT INFORMATION

CONTRACT NUMBER V12 345 678

PLAN Flexible Payment Variable Annuity
ADDITIONAL BENEFITS None

TAX REPORTING CATEGORY Personal Annuity

ANNUITANT John J. Doe
AGE AND SEX 35 Male
OWNER John J. Doe, the Annuitant

ISSUE DATE June 1, 1999
CONTRACT ANNIVERSARY June 1, 2000 and each June 1
thereafter
MATURITY DATE June 1, 2029

DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant

INVESTMENT DIVISIONS

On the Issue Date, Purchase Payments and contract values may be allocated among
the following Investment Accounts. Available Separate Account Divisions are
subject to change. See Section 2.1.

Guaranteed Accounts:
Guaranteed Interest Fund

QQV.ACCT.A.(0599) Page 3
<PAGE>

CONTRACT NUMBER V12 345 678

LOADS, FEES, AND CHARGES

DEDUCTION FROM PURCHASE PAYMENTS:

SALES LOAD: Not applicable.

PREMIUM TAX (See Section 7.2):
For the first Contract Year, Premium Taxes are not deducted
from Purchase payments. After the first Contract Year, the
Company may deduct Premium Taxes from Purchase Payments
received or benefits paid.

ANNUAL ANNUITY RATE AND EXPENSE GUARANTEE CHARGE (See Section 2.3):
1.25% at Issue; 1.50% Maximum

ANNUAL CONTRACT FEE (See Section 7.1):
$30 charged on the contract anniversary. The contract fee will be
waived if the Accumulation Value of the contract equals or exceeds
$50,000 on the contract anniversary.

TRANSFER FEE (See Sections 4.4 and 11.5):
$25 beginning with the thirteenth transfer in any Contract Year.

WITHDRAWAL CHARGE (See Section 7.3):

Total Purchase Payments Withdrawal Charge
Paid Under the Contract Starts at

First $100,000 8% of each Purchase Payment
Next $400,000 4% of each Purchase Payment
Next $500,000 2% of each Purchase Payment
Balance over $1,000,000 1% of each Purchase Payment

The Withdrawal Charge for each Purchase Payment is reduced by l% as of each
contract anniversary after the Purchase Payment is paid. The Withdrawal Charge
may be waived or deferred as described in the contract.

MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS

MINIMUM PURCHASE PAYMENT (See Section 4.1): $25

MINIMUM ACCUMULATION VALUE (See Section 9.9):
$2,000 after the first contract anniversary

MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.4): $20

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GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES

The table shows minimum guaranteed values and assumes a $1,000 Purchase Payment
made at the time of issue and annually thereafter on each contract anniversary.
The values are based on the assumption that 100% of all net Purchase Payments
are allocated to, and remain in, the Guaranteed Interest Fund.

End of
Contract Accumulation Cash
Year October 1, Value Value

1 1996 $ 1,030 $ 960
2 1997 2,060 1,930
3 1998 3,121 2,941
4 1999 4,214 3,994
5 2000 5,339 5,089

6 2001 6,498 6,228
7 2002 7,692 7,412
8 2003 8,922 8,642
9 2004 10,189 9,909
10 2005 11,494 11,214

11 2006 12,838 12,558
12 2007 14,222 13,942
13 2008 15,648 15,368
14 2009 17,116 16,836
15 2010 18,629 18,349

16 2011 20,187 19,907
17 2012 21,792 21,512
18 2013 23,444 23,164
19 2014 25,147 24,867
20 2015 26,900 26,620

Age 60 2020 36,489 36,209
Age 65 2025 47,605 47,325

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SECTION 1. GENERAL TERMS AND DEFINITIONS

ACCUMULATION UNIT. A unit of measure used to determine the value of the interest
of this contract in the Separate Account prior to the date on which amounts are
placed under a payment plan.

ACCUMULATION VALUE. The Accumulation Value of a Separate Account Division is the
total value of all Accumulation Units in that Division. The Accumulation value
of the Guaranteed Interest Fund is the sum of amounts applied to the fund, plus
credited interest, less amounts withdrawn or transferred from the fund. The
Accumulation Value of the contract is the sum of the Accumulation Values of all
Investment Accounts.

ANNUITANT. The person upon whose life this contract is issued and contract
benefits depend.

ANNUITY UNIT. A unit of measure used to determine the amount of variable
payments under a variable payment plan and the value of the interest of a
variable payment plan in the Separate Account.

COMPANY. The Northwestern Mutual Life Insurance Company.

CONTRACT FEE. An annual charge for administrative expenses made on each contract
anniversary prior to the Maturity Date.

CONTRACT YEAR. The first Contract Year is the period of time ending on the first
contract anniversary. Subsequent Contract Years are the annual periods between
contract anniversaries.

DIVISION. A component of the Separate Account to which the Owner may allocate
Purchase Payments and contract values.

GUARANTEED INTEREST FUND. The portion of the contract that is credited with a
guaranteed interest rate and which is held as part of the general assets of the
Company.

HOME OFFICE. The office of the Northwestern Mutual Life Insurance Company
located at 720 East Wisconsin Avenue, Milwaukee Wisconsin 53202.

INVESTMENT ACCOUNT. The Guaranteed Interest Fund and Separate Account Divisions
available for allocation of Purchase Payments and contract values. The available
investment Accounts are listed on page 3.