PRESIDENT AND CEO SECRETARY

1
EXHIBIT A(5)(a)

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

/s/ /s/

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

ELIGIBLE FOR ANNUAL DIVIDENDS

Insurance payable at death of Insured.

Flexible premiums.

Benefits reflect investment results.

Variable benefits described in Sections 1, 3, 6, 7 and 8.

THE DEATH BENEFIT MAY INCREASE OR DECREASE DAILY DEPENDING ON INVESTMENT
RESULTS. THERE IS NO GUARANTEED MINIMUM DEATH BENEFIT.

THE CASH VALUE UNDER THIS POLICY MAY INCREASE OR DECREASE DAILY DEPENDING ON
INVESTMENT RESULTS. THERE IS NO GUARANTEED MINIMUM CASH VALUE.

RIGHT TO RETURN POLICY. Please read this policy carefully. The policy may be
returned by the Owner for any reason within (1) ten days after it was received
or (2) forty-five days after the application was signed, whichever is later. The
policy may be returned to your agent or to the Home Office of the Company at 000
Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. If returned, the policy will be
considered void from the beginning. The Company will refund the sum of (a) the
difference between any premium paid and the amount allocated to the Separate
Account plus (b) the value of the policy in the Separate Account on the date the
returned policy is received.

RR.VEL.(0398)

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INSURED Xxxx X. Xxx AGE AND SEX 35 Male-SN

POLICY DATE July 31, 2001 POLICY NUMBER 10 000 000

PLAN Flexible Premium SPECIFIED AMOUNT $1,000,000
Variable Life

RR.VEL.(0398)

THIS POLICY IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY.
READ YOUR POLICY CAREFULLY.
GUIDE TO POLICY PROVISIONS

BENEFITS AND PREMIUMS

SECTION 1. THE CONTRACT

Life Insurance Benefit payable on death of Insured. Incontestability.
Suicide. Definition of dates. Insurability requirements. Reports to Owner.

SECTION 2. OWNERSHIP

Rights of the Owner. Assignment as collateral.

SECTION 3. DEATH BENEFIT

Description of death benefit options. Changes to death benefits.

SECTION 4. PREMIUMS, TRANSFERS AND REINSTATEMENT

Payment of premiums. Calculation and allocation of net premiums. Transfer of
assets. Premium limitations. Grace period of 61 days to pay premium. How to
reinstate the policy.

SECTION 5. DIVIDENDS

Annual dividends. Use of dividends. Dividend at death.

SECTION 6. THE SEPARATE ACCOUNT

The Separate Account and the Divisions. Valuation of assets.

SECTION 7. DETERMINATION OF VALUES

Policy Value. Monthly Policy Charge.

SECTION 8. CASH VALUE AND SURRENDER

Cash value. Surrender. Deferral of payments.

SECTION 9. LOANS AND WITHDRAWALS

Policy loans. Interest on loans. Withdrawals.

SECTION 10. BENEFICIARIES

Naming and change of beneficiaries. Marital deduction provision for spouse
of Insured. Succession in interest of beneficiaries.

APPLICATION
RR.VEL.(0398)

BENEFITS AND PREMIUMS
DATE OF ISSUE - JULY 31, 2001

Plan: Flexible Premium Variable Life

Specified Amount: $1,000,000.00

Death Benefit Option: Specified Amount (Option A)

Definition of Life Insurance Test: Guideline Premium/Cash Value Corridor Test

The minimum premium (Section 4.4) is $25.00.

The maximum premium under the Guideline Premium/Cash Value Corridor Test:
Guideline Single Premium = $ 176,024.00
Guideline Annual Level Premium = $ 14,408.00

The minimum withdrawal amount (Section 9.5) is $250.00.

This policy is issued in a select (nonsmoker) rate class.

DIRECT BENEFICIARY XYZ Corporation
OWNER XYZ Corporation

INSURED Xxxx X. Xxx AGE AND SEX 35 Male

POLICY DATE July 31, 2001 POLICY NUMBER 10 000 000

PLAN Flexible Premium SPECIFIED AMOUNT $1,000,000.00
Variable Life

RR.VEL.(0398) Page 3

SCHEDULE OF MAXIMUM CHARGES

The Premium Expense Charge (Section 4.2) is the sum of the following:

1. Sales Load:

Premium Paid First Policy Year Policy Years 2-6 Policy Years 7+
------------ ----------------- ---------------- ---------------

Up to $ 39,090.00 15% 86.8% 3%
In Excess of $ 39,090.00 3% 3% 3%

2. Federal Deferred Acquisition Cost Charge l.25% of premium

3. Premium Tax Charge 2.35% of premium

The Premium Expense Charge for Deferred Acquisition Cost and Premium
Tax may change to reflect changes in tax law.

Maximum Monthly Policy Charges:

The maximum Monthly Administrative Charge (Section 7.3) is $15 in the first
policy year and $10 thereafter.

The maximum Monthly Mortality and Expense Risk Charge (Section 7.4) is
.075% of the amount invested for this policy in the Separate Account.

Maximum Transaction Charges:

The maximum charge for death benefit option changes (Section 3.2) is
$250.00 per change.

The maximum charge for Specified Amount changes (Section 3.3) is $25.00 per
change for more than one change during any policy year.

The maximum transfer fee (Section 4.3) is $25.00 per transfer for more than
12 transfers during any policy year.

The maximum withdrawal charge (Section 9.5) is $25.00 per withdrawal.

RP.VEL.(1199) Page 4

5
POLICY NUMBER 10 000 000

TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
MONTHLY RATES PER $1.00
(Section 7.5)

Attained Age Monthly Rate Attained Age Monthly Rate Attained Age Monthly Rate

35 .00017 60 .00123 85 .01178
36 .00018 61 .00133 86 .01285
37 .00019 62 .00146 87 .01396
38 .00021 63 .00160 88 .01510
39 .00022 64 .00175 89 .01629

40 .00024 65 .00193 90 .01754
41 .00026 66 .00211 91 .01888
42 .00029 67 .00230 92 .02034
43 .00031 68 .00250 93 .02200
44 .00033 69 .00272 94 .02411

45 .00036 70 .00297 95 .02707
46 .00039 71 .00325 96 .03175
47 .00042 72 .00357 97 .03981
48 .00045 73 .00394 98 .05478
49 .00049 74 .00436 99 .08333

50 .00053 75 .00482
51 .00058 76 .00530
52 .00063 77 .00581
53 .00068 78 .00633
54 .00075 79 .00688

55 .00081 80 .00749
56 .00089 81 .00816
57 .00096 82 .00893
58 .00104 83 .00980
59 .00113 84 .01076

RP.VEL.(0398) Page 5

6
POLICY NUMBER 10 000 000

GUIDELINE PREMIUM/CASH VALUE CORRIDOR PERCENTAGES

The Corridor Percentages are used to determine the Minimum Death Benefit under
the Guideline Premium/Cash Value Corridor Test (Section 3.1).

Attained Age Attained Age Attained Age
Corridor % Corridor % Corridor %

35 250 60 130 85 105
36 250 61 128 86 105
37 250 62 126 87 105
38 250 63 124 88 105
39 250 64 122 89 105

40 250 65 120 90 105
41 243 66 119 91 104
42 236 67 118 92 103
43 229 68 117 93 102
44 222 69 116 94 101

45 215 70 115 95+ 100
46 209 71 113
47 203 72 111
48 197 73 109
49 191 74 107

50 185 75 105
51 178 76 105
52 171 77 105
53 164 78 105
54 157 79 105

55 150 80 105
56 146 81 105
57 142 82 105
58 138 83 105
59 134 84 105

RP.VEL.(0398) Page 6

POLICY NUMBER 10 000 000

SEPARATE ACCOUNT DIVISIONS
(Section 6)

Select Bond Division
Xxxxxxxxx International Equity Division
Money Market Division
Balanced Division
Index 500 Stock Division
Aggressive Growth Stock Division
High Yield Bond Division
Growth Stock Division
XX Xxxxxx Select Growth and Income Division
Index 400 Stock Division
Small Cap Growth Stock Division
Xxxxxxx Multi-Style Equity Division
Xxxxxxx Aggressive Equity Division
Xxxxxxx Non-US Division
Xxxxxxx Real Estate Securities Division
Xxxxxxx Core Bond Division
Asset Allocation Division
International Growth Stock Division
X. Xxxx Price Small Cap Value Division
Capital Guardian Domestic Equity Division

The Initial Allocation Date (Section 4.3) is August 15, 2001.

RR.VEL.(0398) Page 7

VEL 161133

SECTION 1. THE CONTRACT

1.1 LIFE INSURANCE BENEFIT

The Northwestern Mutual Life Insurance Company will pay a benefit on the
death of the Insured while this policy is in force. Subject to the terms and
conditions of the policy:

- payment of the death proceeds will be made after proof of the death of
the Insured is received at the Home Office; and

- payment will be made to the beneficiary or other payee under Section
10.

The amount of the death proceeds will be:

- the death benefit (Section 3.1); less

- the amount of any policy debt (Section 9.3); less

- any Monthly Policy Charges due and unpaid if the Insured dies during
the grace period (Section 4.5).

These amounts will be determined as of the date of death.

The Company will pay interest on the death proceeds from the date of death
until the proceeds are withdrawn in cash. Interest will be at a rate of not less
than 2%, or at any higher rate required by state law.

1.2 ENTIRE CONTRACT; CHANGES

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

RP.VEL.(0398)

1.3 INCONTESTABILITY

The Company will not contest this policy after the policy has been in
force, during the lifetime of the Insured, for two years from the Date of Issue.
An increase in the amount of insurance after the Date of Issue, which occurred
upon the request of the Owner and was subject to the Company's insurability
requirements, will be incontestable after the increase has been in force, during
the lifetime of the Insured, for two years from the date of issuance of the
increase. In issuing the insurance, the Company has relied on the application.
While the insurance is contestable, the Company, on the basis of a misstatement
in the application, may rescind the insurance or deny a claim.

1.4 SUICIDE

If the Insured dies by suicide within one year from the Date of Issue, the
amount payable by the Company will be limited to the premiums paid, less the
amount of any policy debt and withdrawals. If the Insured dies by suicide within
one year from the date of issuance of an increase in the amount of insurance,
which occurred upon the request of the Owner and was subject to the Company's
insurability requirements, the amount payable with respect to such increase will
be limited to the Monthly Policy Charges attributable to the increase.

1.5 POLICY DATE AND DATE OF ISSUE

Monthly processing dates and policy months, years and anniversaries are
computed from the Policy Date. The contestable and suicide periods begin with
the Date of Issue. These dates are shown on page 3.

1.6 MISSTATEMENT OF AGE

If the age of the Insured has been misstated, the policy will be modified
by recalculating all Monthly Policy Charges based on the correct age.

1.7 PAYMENTS BY THE COMPANY

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

1.8 INSURABILITY REQUIREMENTS

To make some changes under this policy, the Insured must meet the Company's
insurability requirements. These requirements are as follows:

- evidence of insurability must be given that is satisfactory to the
Company; and

- under the Company's underwriting standards, the Insured is in an
underwriting classification that is the same as, or is better than,
the one for this policy.

SECTION 2. OWNERSHIP

2.1 THE OWNER

The Owner is named on page 3. The Owner, the Owner's successor or the
Owner's transferee may exercise policy rights without the consent of any
beneficiary, except to the extent the Owner's rights are restricted by a
designation of an irrevocable beneficiary.

2.2 TRANSFER OF OWNERSHIP

The Owner may transfer the ownership of this policy. 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 that it was signed. The Company
may require that the policy be sent to it for endorsement to show the transfer.

2.3 COLLATERAL ASSIGNMENT

The Owner may assign this policy as collateral security. The Company is not
responsible for the validity or effect of the 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.

The collateral assignee is not an Owner. The collateral assignment is not a
transfer of ownership. Ownership can be transferred only by complying with
Section 2.2.

RR.VEL.(0398)

SECTION 3. DEATH BENEFIT

3.1 DEATH BENEFIT OPTIONS

This policy provides for three death benefit options. The option in effect
is shown on page 3.

SPECIFIED AMOUNT (OPTION A) - The death benefit before the policy anniversary
nearest the Insured's 100th birthday is the greater of:

- the Specified Amount; or

- the Minimum Death Benefit.

SPECIFIED AMOUNT PLUS POLICY VALUE (OPTION B) - The death benefit before the
policy anniversary nearest the Insured's 100th birthday is the greater of:

- the Specified Amount plus the Policy Value; or

- the Minimum Death Benefit.

SPECIFIED AMOUNT PLUS PREMIUMS PAID (OPTION C) - The death benefit before the
policy anniversary nearest the Insured's 100th birthday is the greater of:

- the Specified Amount plus the sum of the premiums paid; or

- the Minimum Death Benefit.

MINIMUM DEATH BENEFIT. The Minimum Death Benefit is the amount required by the
Internal Revenue Code (IRC), as amended, to maintain this policy as life
insurance. The test in effect for determining compliance with the IRC definition
of life insurance is shown on page 3 and will be either:

(1) the Guideline Premium/Cash Value Corridor Test: the Minimum Death Benefit
equals the Policy Value multiplied by the corridor percentage shown on page
6 at the Insured's attained age; or

(2) the Cash Value Accumulation Test: the Minimum Death Benefit equals the
Policy Value divided by the Net Single Premium shown on page 6 at the
Insured's attained age.

AGE 100 AND LATER. The death benefit on and after the policy anniversary nearest
the Insured's 100th birthday will be equal to the Policy Value regardless of the
death benefit option in effect.

3.2 DEATH BENEFIT OPTION CHANGES

Subject to approval by the Company, the Owner may change the death benefit
option upon written request. This change will be effective on the first monthly
processing date following receipt of the request at the Home Office. The Company
reserves the right to charge for a death benefit option change. This charge will
be deducted from the Policy Value and will not exceed the amount shown on page
4. A change will not be allowed if the Specified Amount following a change would
be less than the minimum amount the Company would issue at the time of change.

CHANGES TO OPTION A. The death benefit option may be changed to Option A at
any time. On the effective date of change, the Specified Amount will be changed
as follows:

(1) If the change is from Option B to Option A, the Specified Amount after the
change will be equal to the Specified Amount before the change plus the
Policy Value on the effective date of the change.

(2) If the change is from Option C to Option A, the Specified Amount after the
change will be equal to the Specified Amount before the change plus the sum
of the premiums paid as of the effective date of the change.

CHANGES TO OPTION B OR OPTION C. The death benefit option may be changed to
Option B or Option C at any time before the policy anniversary nearest the
Insured's 75th birthday. All changes to Option B or Option C will be subject to
the Company's insurability requirements (Section 1.8). On the effective date of
change, the Specified Amount will be changed as follows:

(1) If the change is from Option A to Option B, the Specified Amount after the
change will be equal to the Specified Amount before the change minus the
Policy Value on the effective date of the change.

(2) If the change is from Option A to Option C, the Specified Amount after the
change will be equal to the Specified Amount before the change minus the
sum of the premiums paid as of the effective date of the change.

(3) If the change is from Option B to Option C, the Specified Amount after the
change will be equal to the Specified Amount before the change plus (a) the
Policy Value on the effective date of the change, minus (b) the sum of the
premiums paid as of the effective date of the change.

(4) If the change is from Option C to Option B, the Specified Amount after the
change will be equal to the Specified Amount before the change plus (a) the
sum of the premiums paid as of the effective date of the change, minus (b)
the Policy Value on the effective date of the change.

RR.VEL.(0398)

3.3 SPECIFIED AMOUNT CHANGES

Subject to approval by the Company, the Owner may change the Specified
Amount upon written request. This change will be effective on the first monthly
processing date following receipt of the request at the Home Office. The Company
reserves the right to charge for more than one Specified Amount change in a
policy year. This charge will be deducted from the Policy Value and will not
exceed the amount shown on page 4.

INCREASES. An increase will be made only if, at the time the increase is
applied for:

- the insurance in force, as increased, will be within the Company's
issue limits;

- the Company's insurability requirements (Section 1.8) are met; and

- the increase request is received prior to the policy anniversary
nearest the Insured's 75th birthday.

DECREASES. A decrease will not be allowed if the Specified Amount following the
decrease would be less than the minimum amount the Company would issue at the
time of change.

SECTION 4. PREMIUMS, TRANSFERS AND REINSTATEMENT

4.1 PREMIUM PAYMENT

All premiums after the first are payable at the Home Office or to an
authorized agent. Premiums may be paid to the Company at any time and in any
amount subject to the limitations described in Section 4.4. A receipt signed by
an officer of the Company will be furnished on request.

4.2 NET PREMIUM

The net premium is the amount of each premium paid that is available for
allocation to the Divisions of the Separate Account. The amount of the net
premium will be:

- the premium paid; less

- the Premium Expense Charge.

The Premium Expense Charge will consist of the amounts shown on page 4.

4.3 ALLOCATION OF NET PREMIUMS AND SUBSEQUENT TRANSFERS

The initial net premium and any additional net premiums received prior to
the Initial Allocation Date will be allocated to the Money Market Division on
the date the premiums are received in the Home Office. The Initial Allocation
Date is shown on page 7.

On the Initial Allocation Date, amounts in the Money Market Division will
be allocated in accordance with the application. This allocation will remain in
effect for later net premiums unless changed by the Owner by written request.
Any change in allocation will be in effect for net premiums credited to the
policy following the receipt of the written request at the Home Office.
Allocations must be in whole percentages.

On or after the Initial Allocation Date, the Owner may transfer the amounts
invested in any of the Divisions. The transfer will take effect on the date a
written request is received in the Home Office. The Company reserves the right
to charge for more than twelve transfers in a policy year. This charge will be
deducted from the Policy Value and will not exceed the amount shown on page 4.

4.4 PREMIUM LIMITATIONS

Premiums may be paid to the Company at any time before the policy
anniversary that is nearest the Insured's 95th birthday. The minimum premium the
Company will accept is shown on page 3.

The Company will not accept any premium that causes this policy not to
qualify as a life insurance policy under the Internal Revenue Code, as amended.
Further, the Company reserves the right to make distributions from this policy
as necessary to continue to qualify the policy as life insurance under the
Internal Revenue Code.

A premium payment that would increase the policy's death benefit more than
it increases the Policy Value will be accepted only if:

- the insurance in force, as increased, will be within the Company's
issue limits;

- the Company's insurability requirements (Section 1.8) are met; and

- the premium payment is received prior to the policy anniversary
nearest the Insured's 75th birthday.

4.5 GRACE PERIOD

If the Policy Value less the amount of any policy debt on a monthly
processing date is not sufficient to cover the current Monthly Policy Charge, a
grace period of 61 days will be allowed for the payment of sufficient premium to
keep the policy in force. The minimum premium that must be paid is three times
the Monthly Policy Charge due when the insufficiency occurred.

The grace period will begin on the date the Company sends written notice of
the insufficiency. The grace period will end 61 days after the notice is sent.
The notice will state the date the grace period ends and the amount of premium
required to keep the policy in force. Upon receipt of payment, the Company will
allocate the net premium, less any Monthly Policy Charges due and unpaid, to the
Divisions of the Separate Account according to the allocation of net premiums
currently in effect.

The policy will remain in force during the grace period. If sufficient
premium is not paid by the end of the grace period, the policy will terminate
with no value.

If the Insured dies during the grace period, any Monthly Policy Charges due
and unpaid will be deducted from the death proceeds of the policy.

RR.VEL.(0398)

4.6 REINSTATEMENT

If it has terminated under Section 4.5, the policy may be reinstated not
more than one year after the end of the grace period, subject to approval by the
Company. To reinstate the policy the Company's insurability requirements
(Section 1.8) must be met and sufficient premium to cover the following must be
paid:

- all Monthly Policy Charges that were due and unpaid before the end of
the grace period; plus

- three times the Monthly Policy Charge due on the effective date of
reinstatement.

On the date the policy is reinstated, the Policy Value will be equal to the
net premium less the sum of all Monthly Policy Charges that were due and unpaid
before the end of the grace period and the Monthly Policy Charge on the
effective date of reinstatement. The Company will allocate the Policy Value to
the Divisions of the Separate Account according to the allocation of net
premiums currently in effect. Any policy debt on the date of termination will
also be reinstated and added to the Policy Value.

If the Company approves the application for reinstatement, the effective
date of the reinstated policy will be the first monthly processing date
following receipt at the Home Office of the reinstatement application.

This policy may not be reinstated if the policy was surrendered.

SECTION 5. DIVIDENDS

5.1 ANNUAL DIVIDENDS

This policy will share in the divisible surplus of the Company to the
extent it contributes to this surplus. This surplus is determined each year.
This policy's share will be credited as a dividend on the policy anniversary.

Since this policy is not expected to contribute to divisible surplus, it is
not expected that any dividends will be paid.

5.2 USE OF DIVIDENDS

Annual dividends may be paid in cash or used to increase the Policy Value.
Dividends used to increase the Policy Value will be allocated to the Divisions
of the Separate Account according to the allocation of net premiums currently in
effect. If no direction is given for the use of dividends, they will be used to
increase the Policy Value.

5.3 DIVIDEND AT DEATH

If a dividend is payable for the period from the beginning of the policy
year to the date of the Insured's death, the dividend is payable as part of the
policy proceeds.
RR.VEL.(0398)

SECTION 6. THE SEPARATE ACCOUNT

6.1 DESCRIPTION

Northwestern Mutual Variable Life Account (the Separate Account) is
registered as a unit investment trust under the Investment Company Act of 1940.
The Separate Account has several Divisions, as shown on page 7. Assets of the
Separate Account are invested in shares of Northwestern Mutual Series Fund, Inc.
(the Fund). The Fund is registered under the Investment Company Act of 1940 as
an open-end, diversified investment company. The Fund has one Portfolio for each
Division. Assets of each Division of the Separate Account are invested in shares
of the corresponding Portfolio of the Fund. Shares of the Fund are purchased for
the Separate Account at their net asset value. The Company may make available
additional Divisions and Portfolios.

Assets will be allocated to the Separate Account to support the operation
of this and other variable life insurance policies. Assets may also be allocated
for other purposes, but not to support the operation of any contracts or
policies other than variable life insurance. Income and realized and unrealized
gains and losses from assets in the Separate Account are credited to or charged
against it without regard to other income, gains or losses of the Company.

The assets of the Separate Account will be valued on each valuation day.
They are the property of the Company. The portion of these assets equal to
policy reserves and liabilities will not be charged with liabilities arising out
of any other business the Company may conduct. The Company reserves the right to
transfer assets of the Separate Account in excess of these reserves and
liabilities to its General Account.

The Owner may exchange this policy for a fixed benefit life insurance
policy if the Fund changes its investment advisor or if a Portfolio has a
material change in its investment objectives or restrictions. The Company will
notify the Owner if there is any such change. The Owner may exchange this policy
within 60 days after the notice or the effective date of the change, whichever
is later.

If, in the judgment of the Company, a Portfolio no longer suits the
purposes of this policy due to a change in its investment objectives or
restrictions, the Company may substitute shares of another Portfolio of the Fund
or shares of another mutual fund. Any such substitution will be subject to any
required approval of the Securities and Exchange Commission (SEC), the Wisconsin
Commissioner of Insurance or other regulatory authority.

The Company also may, to the extent permitted by applicable laws and
regulations (including any order of the SEC), make changes as follows:

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

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

- the provisions of this and other policies 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 of this and other policies having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change.

6.2 VALUATION DAY AND VALUATION PERIOD

A valuation day is any day on which the assets of the Separate Account are
valued. A valuation period is a valuation day and any immediately preceding days
which are not valuation days.

Assets are valued as the close of trading on the New York Stock Exchange on
each day the Exchange is open. Each Division's share of amounts allocated,
transferred or added to a Division or deducted, loaned, transferred or withdrawn
from a Division, on any day, will be determined as of the end of the valuation
period that contains that day.

SECTION 7. DETERMINATION OF VALUES

7.1 POLICY VALUE

On the Policy Date, the Policy Value is equal to the net premium less the
Monthly Policy Charge. On any day after that, the Policy Value is equal to what
it was on the previous day plus any of these items applicable on that day:

- any increase due to investment results of all amounts invested in all
Divisions for the Policy Value;

- interest on the policy debt at an annual rate equal to the loan
interest rate;

- the net premium, if a premium is paid;

- any policy dividend directed to increase the Policy Value; and

minus any of these items applicable on that day:

- any decrease due to investment results of all amounts invested in all
Divisions for the Policy Value;

- the Monthly Policy Charge;

- on any monthly processing date on which there is a policy debt, a
charge for expenses and taxes associated with the debt;

- any withdrawals; and

- any transaction charges that may result from a withdrawal, a transfer,
a change in the Specified Amount or a change in the death benefit
option.

The Monthly Policy Charge, any charge for expenses and taxes associated
with policy debt, withdrawals and any transaction charges will be deducted from
the Policy Value. The deduction will be allocated to each Division in proportion
to the amounts in each Division.

7.2 MONTHLY POLICY CHARGE

A Monthly Policy Charge is deducted from the Policy Value on each monthly
processing date and is equal to the sum of the following:

- the Monthly Administrative Charge;

- the Mortality and Expense Risk Charge; and

- the Cost of Insurance Charge.

RR.VEL.(0398)

7.3 MONTHLY ADMINISTRATIVE CHARGE

A Monthly Administrative Charge is deducted from the Policy Value on each
monthly processing date as part of the Monthly Policy Charge. The maximum
Monthly Administrative Charge is shown on page 4.

7.4 MORTALITY AND EXPENSE RISK CHARGE

A charge for the mortality and expense risk the Company assumes is deducted
from the Policy Value on each monthly processing date as part of the Monthly
Policy Charge. The maximum Monthly Mortality and Expense Risk Charge is shown on
page 4.

7.5 COST OF INSURANCE CHARGE

A Cost of Insurance Charge is deducted from the Policy Value on each
monthly processing date as part of the Monthly Policy Charge. The Cost of
Insurance Charge is the cost of insurance rate times the net amount at risk. The
cost of insurance rate is based on the attained age of the Insured. The maximum
cost of insurance rates are shown on page 5. The net amount at risk is (a) minus
(b) where:

(a) is the death benefit on the monthly processing date, after deduction
of the Monthly Administrative Charge and the Mortality and Expense
Risk Charge, divided by 1.0032737; and

(b) is the Policy Value on the monthly processing date after deduction of
the Monthly Administrative Charge and the Mortality and Expense Risk
Charge.

SECTION 8. CASH VALUE AND SURRENDER

8.1 CASH VALUE

The cash value of this policy is equal to:

- the Policy Value; less

- any policy debt.

8.2 SURRENDER

The Owner may surrender this policy for its cash value. A written surrender
of all claims, satisfactory to the Company, will be required. The date of
surrender will be the date of receipt at the Home Office of the written
surrender. The policy will terminate, and the cash value will be determined, as
of the end of the valuation period which includes the date of surrender. The
Company may require that the policy be sent to it.

8.3 DEFERRAL OF PAYMENTS

The Company reserves the right:

- to defer determination of the cash value and payment of the cash
value;

- to defer payment of a loan or withdrawal; and

- to defer determination of a change in the amount of variable insurance
or other variable amounts payable on death, and, if such determination
has been deferred, to defer payment of the death benefit;

during any period when:

- the New York Stock Exchange is closed or trading on the New York Stock
Exchange is restricted as determined by the SEC; or

- the SEC declares that an emergency exists as a result of which the
sale or determination of investment results is not reasonably
practicable; or

- the SEC, by order, permits deferral for the protection of the
Company's policyowners.

RR.VEL.(0398)

SECTION 9. LOANS AND WITHDRAWALS

9.1 POLICY LOANS

The Owner may obtain a loan from the Company in an amount that, when added
to existing policy debt, is not more than the loan value.

On the date a loan is made, the amount invested for this policy in the
Separate Account will be reduced by the amount of the loan. The reduction will
be allocated to each Division in proportion to the amounts in each Division. On
the date a loan repayment is made, or the date accrued interest is paid, the
amount invested for this policy in the Separate Account will be increased by the
amount of the payment. The increase will be allocated to the Divisions of the
Separate Account according to the allocation of net premiums currently in
effect.

9.2 LOAN VALUE

The loan value is 90% of the Policy Value on the date of the loan.

9.3 POLICY DEBT

Policy debt consists of all outstanding loans and accrued interest. It may
be paid to the Company at any time. Any policy debt will be deducted from the
policy proceeds.

If the policy debt equals or exceeds the Policy Value on a monthly
processing date, the policy will terminate with no value subject to the
conditions of the Grace Period (Section 4.5).

9.4 LOAN INTEREST

Interest accrues and is payable on a daily basis from the date of the loan.
Unpaid interest is added to policy debt.

Interest is payable at an annual effective rate of 5%.

9.5 WITHDRAWALS

The Owner may make a withdrawal of the Policy Value. The Company reserves
the right to charge for withdrawals. This charge will be deducted from the
Policy Value and will not exceed the amount shown on page 4. However, the Owner
may not:

- withdraw an amount which would reduce the loan value to less than the
policy debt;

- withdraw an amount which would reduce the death benefit to less than
the minimum amount the Company would issue at the time of withdrawal;

- withdraw an amount which would reduce the cash value to less than
three times the most recent Monthly Policy Charge;

- withdraw less than the minimum withdrawal amount shown on page 3; or

- make more than four withdrawals in a policy year.

When a withdrawal from the Policy Value is made, the amount invested for
this policy in the Separate Account will be reduced by the amount of the
withdrawal. The reduction will be allocated to each Division in proportion to
the amounts in each Division. If the death benefit option in effect at the time
of withdrawal is either Option A or Option C, the Specified Amount will be
reduced by the lesser of:

- the amount of the withdrawal; or

- the excess, if any, of the Specified Amount over the result of (a)
minus (b) where:

(a) is the death benefit immediately prior to the withdrawal; and

(b) is the amount of the withdrawal.

RR.VEL.(0398)

SECTION 10. BENEFICIARIES

10.1 DEFINITION OF BENEFICIARIES

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

10.2 NAMING AND CHANGE OF BENEFICIARIES

BY OWNER. The Owner may name and change the beneficiaries of death proceeds:

- while the Insured is living.

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

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

- if the direct beneficiary is the Owner; or

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

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

BY SPOUSE (MARITAL DEDUCTION PROVISION).

- POWER TO APPOINT. The spouse of the Insured will have the power alone
and in all events to appoint all amounts payable to the spouse under
the policy if:

a. immediately before the Insured's death, the Insured was the
Owner; and

b. the spouse is a direct beneficiary; and

c. the spouse survives the Insured.

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:

c. revoke any other designation of beneficiaries;

d. revoke any election of payment plan as it applies to them; and

e. cause any provision to the contrary in Section 10 of the policy
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 policy be sent to it to
be endorsed to show the naming or change.

10.3 SUCCESSION IN INTEREST OF BENEFICIARIES

DIRECT BENEFICIARIES. The proceeds of this policy 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
proceeds 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'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 of the direct and contingent beneficiaries,
the proceeds 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 of the direct and contingent beneficiaries who
survive the Insured.

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

10.4 GENERAL

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

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

AMENDMENT TO FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY

AS OF THE DATE OF ISSUE, SECTION 8.1 CASH VALUE, IS AMENDED AS FOLLOWS:

During the first policy year, if the policy is not in a grace period, the
cash value of this policy is equal to:

- the Policy Value; plus

- [100%] of the sum of Sales Loads (page 4) deducted from premiums paid
to date; less

- any policy debt.

During the second policy year, if the policy is not in a grace period, the
cash value of this policy is equal to:

- the Policy Value; plus

- [66.67%] of the sum of Sales Loads (page 4) deducted from premiums paid
to date; less

- any policy debt.

During the third policy year, if the policy is not in a grace period, the
cash value of this policy is equal to:

- the Policy Value; plus

- [33.33%] of the sum of Sales Loads (page 4) deducted from premiums paid
to date; less

- any policy debt.

During the fourth and later policy years, and any time the policy is in a
grace period; the cash value of this policy is equal to:

- the Policy Value; less

- any policy debt.

Secretary

THE NORTHWESTERN MUTUAL LIFE

INSURANCE COMPANY
RR.VEL RSL.(1199)

AMENDMENT TO SECTION 6 THE SEPARATE ACCOUNT
FOR FLEXIBLE PREMIUM VARIABLE LIFE

AS OF THE DATE OF ISSUE, THE FIRST PARAGRAPH OF SECTION 6.1 IS AMENDED TO
READ AS FOLLOWS:

Northwestern Mutual Variable Life Account (the Separate Account) is
registered as a unit investment trust under the Investment Company Act of 1940.
The Separate Account has several Divisions, as shown on page 7. Assets of the
Separate Account are invested in shares of 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.

AS OF THE DATE OF ISSUE, THE FOURTH AND FIFTH PARAGRAPHS OF SECTION 6.1 ARE
AMENDED TO READ AS FOLLOWS:

The Owner may exchange this policy for a fixed benefit life insurance
policy being offered at that time by the Company if the Portfolio changes its
investment advisor or has a material change in its investment objectives or
restrictions. The Company will notify the Owner if there is any such change. The
Owner may exchange this policy within 60 days after the notice or the effective
date of the change, whichever is later.

If, in the judgment of the Company, a Portfolio no longer suits the
purposes of this policy due to a change in its investment objectives or
restrictions, the Company may substitute shares of another Portfolio. Any such
substitution will be subject to any required approval of the Securities and
Exchange Commission (SEC), the Wisconsin Commissioner of Insurance or other
regulatory authority.

Secretary
NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY

VEL.FUNDS.(0799)

POLICY APPLICATION SUPPLEMENT FOR
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000

INSURED:
----------------

POLICY:

Specified Amount: $
---------------
Death Benefit Option:
---------------
Definition of Life Insurance Test:
---------------
Initial Premium: $
---------------
Reminder Premium: $
---------------
Reminder Mode:
---------------

--------------------------------------------------------------------------------
For Home Office Use Only

Underwriting Amount: $
---------------

Illustrated Cumulative Premiums:
Year 5: $ Year 15: $
--------------- ---------------
Year 10: $ Year 20: $
--------------- ---------------

VEL,
---------------

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

Illustration No.
--------------
90-1 VEL.Supp.(0799) Page 1 of 3

THE DEATH BENEFIT MAY INCREASE OR DECREASE DAILY DEPENDING ON INVESTMENT
RESULTS. THERE IS NO GUARANTEED MINIMUM DEATH BENEFIT.

THE CASH VALUE UNDER THIS POLICY MAY INCREASE OR DECREASE DAILY DEPENDING ON
INVESTMENT RESULTS. THERE IS NO GUARANTEED MINIMUM CASH VALUE.

ALLOCATION OF NET PREMIUMS

This allocation will apply to all net premiums and loan repayments. Use whole
percentages only. If monthly dollar cost averaging is desired, complete both
this section and the monthly dollar cost averaging section below. Only
allocations to the Money Market Division are utilized for dollar cost averaging
purposes.

Money Market Division % X.X. Xxxxxx Select Growth & Income Stock Division %
---- ----
Select Bond Division % Index 400 Stock Division %
---- ----
Xxxxxxxxx International Equity Division % Small Cap Growth Stock Division %
---- ----
Balanced Division % Xxxxxxx Multi-Style Equity Division %
---- ----
Index 500 Stock Division % Xxxxxxx Aggressive Equity Division %
---- ----
Aggressive Growth Stock Division % Xxxxxxx Non-US Division %
---- ----
High Yield Bond Division % Xxxxxxx Real Estate Securities Division %
---- ----
Growth Stock Division % Xxxxxxx Core Bond Division %
---- ----
Asset Allocation + %
----
International Growth + %
----
X. Xxxx Price Small Cap Value + %
----
Capital Guardian Domestic Equity + %
----

Total 100%
----
----

MONTHLY DOLLAR COST AVERAGING

To elect monthly dollar cost averaging complete the following section.

Transfer the following amount from the Money Market Division on each monthly
processing date and allocate it among the other Divisions as specified below:
$ . If the amount specified is larger than the balance in the Money
Market Division, the entire balance will be transferred. Use whole percentages
only.

Select Bond Division % X.X. Xxxxxx Select Growth & Income Stock Division %
---- ----
Xxxxxxxxx International Equity Division % Index 400 Stock Division %
---- ----
Balanced Division % Small Cap Growth Stock Division %
---- ----
Index 500 Stock Division % Xxxxxxx Multi-Style Equity Division %
---- ----
Aggressive Growth Stock Division % Xxxxxxx Aggressive Equity Division %
---- ----
High Yield Bond Division % Xxxxxxx Non-US Division %
---- ----
Growth Stock Division % Xxxxxxx Real Estate Securities Division %
---- ----
Asset Allocation + % Xxxxxxx Core Bond Division %
---- ----
International Growth + %
----
X. Xxxx Price Small Cap Value + %
----
Capital Guardian Domestic Equity + %
----

Total 100%
----
----

Insured:
--------------------------
Illustration No.
-------------------

90-1 VEL.Supp.(0799) Page 2 of 3

THIS PAGE WILL BE REQUIRED ONLY IF THE INSURED HAS INVESTMENT RESPONSIBILITY.

SUITABILITY

Northwestern Mutual Life is required to make the following inquiries for
purposes of determining the suitability of this sale. Responses will be kept
confidential.

TOTAL ANNUAL INCOME (all sources) $
--------------------

TOTAL NET WORTH $
--------------------------------------

YEARS OF EXPERIENCE WITH THE FOLLOWING:

Less than Five or
Five More
None Years Years
---------- --------- ----------

Mutual Funds
---------- --------- ----------

Individual Common Stocks
---------- --------- ----------

Variable Annuities
---------- --------- ----------

Variable Life Insurance
---------- --------- ----------

Signature of Insured:
-------------------------------------------------

Insured:
-----------------------------------
Illustration No.
---------------------------
90-1 VEL.Supp.(0799) Page 3 of 3

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY -------------------------
000 X. XXXXXXXXX XXXXXX, XXXXXXXXX, XXXXXXXXX 00000 POLICY NUMBER

EMPLOYER SPONSORED LIFE INSURANCE APPLICATION ------------------------------
/ / Companion policies PLAN GROUP NUMBER

INSURED
----------------------------------------------------------------------------------------------------------------------------------
1 Has an application or informal inquiry ever been made to Northwestern Mutual Life for annuity, life, long term care, or
disability insurance on the life of the Insured? / / Yes / / No If yes, the last policy number is
-----------------------------------------------------------------------------------------------------------------------------
A. / / Mr. / / Mrs. / / Ms. / / Dr. / / Other B. / / MALE
---------------- / / FEMALE

-----------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
C. BIRTHDATE: (Month, Day Year) D. STATE OF BIRTH (or Foreign Country): E. TAXPAYER IDENTIFICATION NUMBER:
-- --
---------------------------- ------------------------------------ ------------------------------
-----------------------------------------------------------------------------------------------------------------------------
F. PRIMARY RESIDENCE:
STREET OR PO BOX:
----------------------------------------------------------------------------------
CITY, STATE, ZIP (Country if other than U.S.A.):
-------------------------------------------------------------
E-MAIL ADDRESS:
------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
APPLICANT
----------------------------------------------------------------------------------------------------------------------------------
2 Select ONLY ONE: / /Insured at Insured's Address OR / /Other (Complete A, B and C)
A. / / Mr. / / Mrs. / / Ms. / / Dr. / / Other
----------------- / / MALE
PERSONAL NAME: / / FEMALE
---------------------------------------------------------
(FIRST, MIDDLE INITIAL, LAST)

RELATIONSHIP TO INSURED:
--------------------------------------- ----------------------------------------
OR MONTH DAY YEAR
BUSINESS/TRUST:
-----------------------------------------------------------------------------------------
TYPE OF ORGANIZATION: / / Trust / / Corporation / / Partnership / / Other type of Business
-----------------------------
AUTHORIZED COMPANY
REP/TRUSTEE NAME:
-----------------------------------------------------------------------------------------------------

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

B. TAXPAYER IDENTIFICATION NUMBER:
--------------------------------

-----------------------------------------------------------------------------------------------------------------------------
C. ADDRESS: STREET OR PO BOX:
--------------------------------------------------------------------------------------------
CITY, STATE, ZIP (Country if other than U.S.A.):
-----------------------------------------------------------------------
E-MAIL ADDRESS:
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
PREMIUM PAYER
----------------------------------------------------------------------------------------------------------------------------------
3 Select ONLY ONE: / /ISA (Omit A through D below) OR / /Insured (Complete D only) / /Applicant (Complete D only)
/ /Owner (Complete D only) / / Other (Complete A, B, C and D)

A. / / Mr. / / Mrs. / / Ms. / / Dr. / / Other
----------------- / / MALE
PERSONAL NAME: / / FEMALE
---------------------------------------------------------
(FIRST, MIDDLE INITIAL, LAST)

BIRTHDATE
------------------------
MONTH DAY YEAR

BUSINESS/TRUST:
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
B. TAXPAYER IDENTIFICATION NUMBER: C. DAYTIME TELEPHONE NUMBER:

------------------------------ Area Code ( )
---------------------------------
----------------------------------------------------------------------------------------------------------------------------------

Send premium and other notices regarding this policy to:
D. ADDRESS: / / Insured's Address / /Applicant's Address OR
STREET OR PO BOX:
----------------------------------------------------------------------------------------

CITY, STATE, ZIP (Country if other than U.S.A.):
-----------------------------------------------------------------------

E-MAIL ADDRESS:
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------

4-7 (Reserved)
----------------------------------------------------------------------------------------------------------------------------------
8. SPECIAL DATE
PREPAID:
/ / Short term - Policy Date will coincide with ISA Payment Date. (For monthly ISA only)

/ / Short term to: / / Date to save age / /
---------------------------- --------------------------
MONTH DAY YEAR MONTH DAY YEAR

NON-PREPAID:

/ / Specified future date: / / Date to save age / /
-------------------- --------------------------
MONTH DAY YEAR MONTH DAY YEAR

----------------------------------------------------------------------------------------------------------------------------------
POLICY APPLIED FOR
----------------------------------------------------------------------------------------------------------------------------------
9. FIRST POLICY INFORMATION SECOND POLICY INFORMATION
/ / APPLICATION SUPPLEMENT (REQUIRED FOR COMPLIFE AND / / APPLICATION SUPPLEMENT (REQUIRED FOR COMPLIFE AND
ALL VARIABLE LIFE PRODUCTS) ALL VARIABLE LIFE PRODUCTS)
OR OR
A. PLAN: A. PLAN:
------------------------------------------- -------------------------------------------

AMOUNT: $ AMOUNT: $
--------------------------------------- ---------------------------------------
B. ADDITIONAL BENEFITS: B. ADDITIONAL BENEFITS:
/ / Waiver of Premium / / Waiver of Premium
/ / Accidental Death $ (BENEFIT AMOUNT) / / Accidental Death $ (BENEFIT AMOUNT)
---------- ----------
/ / Other / / Other
------------------------------------- -------------------------------------
C. ANNUAL DIVIDENDS: C. ANNUAL DIVIDENDS:
/ / Reduce current premium / / Reduce current premium
/ / Purchase paid-up additions / / Purchase paid-up additions
/ / Accumulate at interest / / Accumulate at interest
/ / Be paid in cash / / Be paid in cash
/ / Be used for a combination of options above / / Be used for a combination of options above
(COMPLETE FORM 18-1364-01) (COMPLETE FORM 18-1364-01)
D. POLICY LOAN INTEREST RATE OPTION: D. POLICY LOAN INTEREST RATE OPTION:
/ / 8% / / Variable Rate / / 8% / / Variable Rate

10. If an additional benefit cannot be approved, should 10. If an additional benefit cannot be approved, should
the company issue a policy without the benefit? the company issue a policy without the benefit?
/ / Yes / / No / / Yes / / No

11. Shall the Premium Loan provision, if available, be- 11. Shall the Premium Loan provision, if available, be-
come operative according to its terms? come operative according to its terms?
/ / Yes / / No / / Yes / / No

12. PREMIUM FREQUENCY: 12. PREMIUM FREQUENCY:
/ / Annually / / Semiannually / / Quarterly / / Annually / / Semiannually / / Quarterly
/ / Single / / Single
----------------------------------------------------------------------------------------------------------------------------------
13-14 (Reserved)
BENEFICIARY OWNER
----------------------------------------------------------------------------------------------------------------------------------
15. A. DIRECT BENEFICIARY 16. The OWNER will be: (SELECT ONLY ONE)

----------------------------------------------------- / / A. Insured
FIRST MIDDLE INITIAL LAST / / B. Applicant
RELATIONSHIP TO INSURED / / C. Other
-------------------------------------
FIRST MIDDLE INITIAL LAST

-----------------------------------------------------
FIRST MIDDLE INITIAL LAST
RELATIONSHIP TO INSURED
-------------------------------------
RELATIONSHIP TO INSURED

-----------------------------------------------------
FIRST MIDDLE INITIAL LAST / / D. SEE ATTACHED SUPPLEMENT FORM.
RELATIONSHIP TO INSURED (To be used in place of designations above.)

RESIDENCE OF OWNER
B. CONTINGENT BENEFICIARY / / Insured's address in 1F.
/ / Premium Payer's address in 3D or

----------------------------------------------------- ------------------------------------------------
FIRST MIDDLE INITIAL LAST STREET OR PO BOX
RELATIONSHIP TO INSURED

------------------------------------------------
CITY, STATE AND ZIP CODE (COUNTRY IF OTHER
----------------------------------------------------- THAN U.S.A.)
FIRST MIDDLE INITIAL LAST
RELATIONSHIP TO INSURED
/ / and all (other) children of the insured.

(SELECT TO INCLUDE ALL OF THE CHILDREN OR TO ADD TO OWNER'S TAXPAYER IDENTIFICATION NUMBER
THE CONTINGENT BENEFICIARIES NAMED. NOTE: THE WORD
CHILDREN INCLUDES CHILD OR ANY LEGALLY ADOPTED CHILD.)
(See TIN Instructions)
C. / / SEE ATTACHED SUPPLEMENT FORM -----------------------------
(TO BE USED IN PLACE OF DESIGNATIONS ABOVE)

INSURED
----------------------------------------------------------------
FIRST MIDDLE INITIAL LAST

CONDITIONAL LIFE INSURANCE AGREEMENT
--------------------------------------------------------------------------------

17. Has the premium for the policy applied for been given to the agent in
exchange for the Conditional Life Insurance Agreement
with the same number as this application? . . . . . . . . / /Yes / /No

18-19 (Reserved)

INSURANCE HISTORY
--------------------------------------------------------------------------------

20. Does the Insured have any other life insurance in force, pending or
contemplated in other companies?. . . . . . . . . . . . . / /Yes / /No
If yes, indicate Company Name, Individual (Ind) or Group (Grp) and identify
the amount of In Force, Pending or Contemplated.

LIFE INSURANCE AMOUNTS

-----------------------------------------------------------------------------------------------------------------
Ind or Contemplated Accidental Death
Company Name Grp In Force Amount Pending Amount Amount Amount

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

21 As a result of this purchase will the values or benefits of any other life
insurance policy or annuity contract, on any life, be
affected in any way? . . . . . . . . . . . . . . . . . . ./ /Yes / /No

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

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

The agent must:
- submit required papers and sale 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 insurance:
A. replace Northwestern Mutual Life? . . . . . . . . . ./ /Yes / /No
B. replace other Companies?. . . . . . . . . . . / /Yes / /No
C. result in 1035 exchange?. . . . . . . . . . . . . . ./ /Yes / /No

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

It is agreed that:

(1) If the premium is not paid when the application is signed, no insurance will
be in effect. The insurance will take effect at the time the policy is
delivered and the premium is paid, if: the Insured is living at the time;
and the answers and statements in the underwriting questionnaire are then
true to the best of the Insured's knowledge and belief.

(2) If the premium is paid when the application is taken, no life insurance will
be in effect except as provided in the Conditional Life Insurance Agreement.

(3) If the policy is issued in an extra premium class, acceptance of the policy
will amend it so that extended term insurance can be in force only if: the
Company gives its consent; or the loan value is not large enough to grant a
premium loan. If a premium is not paid within the grace period and extended
term insurance cannot be in force, paid-up insurance will be selected.

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

--------------------------------------------------------------------------------
THE OWNER OF THE POLICY APPLIED FOR HEREIN CERTIFIES, UNDER PENALTIES OF
PERJURY, (1) THAT THE TAXPAYER IDENTIFICATION NUMBER GIVEN FOR THE OWNER ON THE
SECOND PAGE OF THIS APPLICATION IS THE OWNER'S CORRECT TAXPAYER IDENTIFICATION
NUMBER (OR THE OWNER IS WAITING FOR A NUMBER TO BE ISSUED) AND (2) THE OWNER IS
NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE THE OWNER HAS NOT BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE (IRS) THAT THE OWNER IS SUBJECT TO BACKUP
WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR THE
IRS HAS NOTIFIED THE OWNER THAT THE OWNER IS NO LONGER SUBJECT TO BACKUP
WITHHOLDING. (SEE TAXPAYER IDENTIFICATION NUMBER INSTRUCTIONS.)

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP
WITHHOLDING.
--------------------------------------------------------------------------------

THE SIGNATURES BELOW APPLY TO THE APPLICATION, POLICY APPLICATION SUPPLEMENT AND
THE CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER.

------------------------------------ ---------------------------------------
SIGNATURE OF APPLICANT SIGNATURE OF OWNER (IF OTHER THAN
APPLICANT)

Signed by Applicant at:

--------------------- ---------------------------------------
CITY, COUNTY, & STATE SIGNATURE OF LICENSED AGENT

Date signed by Applicant
------------------------
MONTH DAY YEAR

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PRESIDENT AND CEO SECRETARY

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