Exhibit H (2)

                   SHAREHOLDER SERVICES AGREEMENT


      AGREEMENT, made this 31st day of March, 2002, by and between Mason Street
Funds, Inc., ("MSF") a Maryland corporation and open-end management investment
company, which is authorized to issue shares of common stock in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets (any such series being referred to as a "Fund"), and
Northwestern Mutual Investment Services, LLC, ("NMIS") a Wisconsin limited
liability company and a registered broker-dealer and member of the National
Association of Securities Dealers, Inc.

      In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

      1. MSF hereby appoints NMIS to provide information, assistance and
administrative services for the benefit of MSF and its shareholders. Such
services and assistance may include, but are not limited to, maintaining
shareholder accounts and records, answering inquiries regarding MSF and its
features, assisting shareholders with shareholder transactions, assisting in the
processing of purchase and redemption transactions, assisting shareholders in
changing dividend and investment options, account designations and addresses,
and such other services as MSF may reasonably request. In this regard, NMIS
shall enter into related arrangements with registered representatives who
provide such services for their customers who are shareholders of the Fund
("Customers").

           NMIS accepts such appointment and agrees to render such services and
to assume the obligations herein set forth for the compensation herein provided.
NMIS shall for all purposes herein provided be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized, shall have no
authority to act for or represent MSF in any way or otherwise be deemed an agent
of MSF. NMIS, by separate agreements with MSF, may also serve MSF in other
capacities. In carrying out its duties and responsibilities hereunder, NMIS will
appoint registered representatives to provide administrative and other services
described herein directly to or for the benefit of their Customers. Such
registered representatives shall at all times be deemed to be independent
contractors retained by NMIS and not MSF. NMIS and not MSF will be responsible
for the payment of compensation to such registered representatives for such
services.

      2. For the services described in Section 1, each Fund shall pay to NMIS
quarterly a shareholder service fee at the annual rate of 0.25% of the average
net asset value of the Fund for the period during which such compensation is
paid. For the quarter and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. The services of NMIS to MSF under this Agreement are not to be
deemed exclusive, and NMIS shall be free to render similar services or other
services to others.

           The net asset value for each share of each Fund of MSF shall be
calculated in accordance with the provisions of MSF's current prospectus. On
each day when net asset value is not calculated, the net asset value of a share
of each Fund of MSF shall be deemed to be the net



asset value of such a share as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing computations.

      3. MSF shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by NMIS under this Agreement.

           4. This Agreement may be terminated at any time without the payment
of any penalty by MSF or by NMIS on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of NMIS to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. All material amendments to this
Agreement, including any increase in fees, must be approved by vote of the Board
of Directors of MSF. This Agreement may not be assigned without the consent of
MSF.

      5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder shall not be thereby
affected.

      6. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.

      7. All parties hereto are expressly put on notice of MSF's Articles of
Incorporation and By-laws and all amendments thereto, and the limitation of
officer and director liability contained therein. This Agreement has been
executed by and on behalf of MSF by its representatives as such representatives
and not individually, and the obligations of MSF hereunder are not binding upon
any of the directors, officers or shareholders of MSF individually but are
binding upon only the assets and property of each respective Fund.

      8. This Agreement shall be construed in accordance with applicable federal
law and the laws of the State of Wisconsin (except as to Section 7 hereof, which
shall be construed in accordance with the laws of the State of Maryland).

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



MASON STREET FUNDS, INC.               NORTHWESTERN MUTUAL INVESTMENT
SERVICES, LLC, a Wisconsin limited liability
                                       company

By:  /S/MARK G. DOLL                      By:  /S/LEONARD F. STECKLEIN
        -----------------------                   --------------------

Name:  Mark G. Doll                    Name:   Leonard F. Stecklein

Title: Vice President and Treasurer    Title:  Senior Vice President,
                                               Variable Annuities

176804