AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
Exhibit (h)1(a)(3)
AMENDMENT NO. 2
TO
This Amendment No. 2 (the “Amendment”) is made this 13th day of October, 2006 to the Participation Agreement (the “Agreement”), dated March 16, 1999, as amended by Amendment No. 1, dated August 7, 2000, by and among The Northwestern Mutual Life Insurance Company (the “Company”), Xxxxxxx Investment Funds, formerly known as “Xxxxxxx Insurance Funds,” (the “Investment Company”), and Xxxxxxx Fund Distributors, Inc. (the “Underwriter”).
WHEREAS, the parties wish to amend the Agreement to include additional variable annuity contracts issued by the Company; and
WHEREAS, the parties wish to amend the Agreement to include additional variable life insurance polices issued by the Company out of a new separate account created by the Company;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Schedule A of the Agreement is hereby amended and restated in its entirety to read as follows:
“SCHEDULE A
ACCOUNTS
| Name of Account |
Date of Resolution of Company’s Board that Established the Account | |
| NML Variable Annuity Account A | February 14, 1968 | |
| NML Variable Annuity Account B | February 14, 1968 | |
| NML Variable Annuity Account C | July 22, 1970 | |
| Northwestern Mutual Variable Life Account | November 23, 1983 | |
| Northwestern Mutual Variable Life Account II | March 22, 2006” | |
2. Section 1 of Schedule B of the Agreement is hereby amended and restated in its entirety to read as follows:
“SCHEDULE B
CONTRACTS
Contract Form Numbers:
| Variable Life: |
||
| TT.CVUL (0107) |
TT Series Custom Variable Universal Life | |
| TT.EVUL (0107) |
TT Series Executive Variable Universal Life | |
| TT.SVUL (0107) |
TT Series Survivorship Variable Universal Life | |
| RR.VJL.(1298) |
RR Series Variable Joint Life | |
| RR.VEL.(0398) |
RR Series Variable Executive Life | |
| QQ.VCL |
QQ Series Variable CompLife | |
| MM 15 |
MM Series Variable Whole Life | |
| MM 16 |
MM Series Variable Single Premium Life | |
| MM 17 |
MM Series Variable Extraordinary Life | |
| Individual Variable Annuity: |
||
| XX.X.X.XX.(1106) |
RR Series Network Edition | |
| RR.V.A.FB.(1106) |
RR Series VA | |
| RR.V.A.BK.(0805) |
RR Series VA | |
| XX.X.X.XX.(0805) |
RR Series VA | |
| RR.V.B.BK.(0805) |
RR Series VA | |
| XX.X.X.XX.(0805) |
RR Series VA | |
| RR.V.B.MSNST.(0805) |
RR Series VA | |
| RR.V.A.BK.(0704) |
RR Series VA | |
| XX.X.X.XX.(0704) |
RR Series VA | |
| RR.V.B.BK.(0704) |
RR Series VA | |
| XX.X.X.XX.(0704) |
RR Series VA | |
| RR.V.B.MSNST.(0704) |
RR Series VA | |
| RR.V.A.BK.(0803) |
RR Series VA | |
| XX.X.X.XX.(0803) |
RR Series VA | |
| RR.V.B.BK.(0803) |
RR Series VA | |
| XX.X.X.XX.(0803) |
RR Series VA | |
| RR.V.B.MSNST.(0803) |
RR Series VA | |
| RR.V.B.BK.(032000) |
RR Series VA | |
| RR.V.A.BK.(032000) |
RR Series VA | |
| XX.X.X.XX.(032000) |
RR Series VA | |
| XX.X.X.XX.(032000) |
RR Series VA | |
| RR.V.B.MSNST.(032000) |
RR Series VA | |
| QQV.ACCT.A; QQV.ACCT.B |
QQ Series VAs | |
| MM V lA; MM V 1B; MM V 1 |
MM Series VAs | |
| LL V lA; LL V 1B; LL V 1 |
LL Series VAs | |
| KK V 1A; KK V 1B; KK V 1 |
KK Series VAs | |
| JJ V1A; JJ V 1B |
JJ Series VAs | |
| Group Variable Annuity: |
||
| NPV.1C |
NN Series GPA | |
| MP V 1 C |
MM Series GPA | |
| LL V 1C |
LL Series GPA | |
| KK V 1C |
KK Series GPA | |
| JJ V 1C |
JJ Series GPA” | |
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and on its behalf by its duly authorized representative and its seal to be hereunder affixed hereto as of the date first set forth above.
| ATTEST: |
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY | |||
| /s/ XXXXXXX X. XXXXX |
By: | /s/ XXXXXX X. XXXXX | ||
| Assistant Secretary | Xxxxxx X. Xxxxx | |||
| Title: | Vice President, IPS Products & | |||
| New Business Development | ||||
| ATTEST: | XXXXXXX INVESTMENT FUNDS | |||
| /s/ XXXX XXXX XXXXXX |
By: | /s/ XXXX X. XXX | ||
| Assistant Secretary | Title: | Secretary and General Counsel | ||
| ATTEST: | XXXXXXX FUND DISTRIBUTORS, INC. | |||
| /s/ XXXX XXXX XXXXXX |
By: | /s/ XXXXXXX X. XXXXX | ||
| Assistant Secretary | Title: | President and CEO | ||
