Registration No. 333-72913

Registration No. 811-21887

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER
	THE SECURITIES ACT OF 1933	¨
	Pre-Effective Amendment No.	¨
	Post-Effective Amendment No. 21	x
	and/or
REGISTRATION STATEMENT UNDER
	THE INVESTMENT COMPANY ACT OF 1940	¨
	Amendment No. 13	x

(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)

414-271-1444

Depositor’s Telephone Number, including Area Code

Raymond J. Manista, General Counsel and Secretary

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

(Name and Address of Agent for Service)

Copy to:

Michael J. Mazza, Assistant General Counsel

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

414-665-2052

Approximate Date of Proposed Public Offering Continuous

It is proposed that this filing will become effective (check appropriate space)

¨ immediately upon filing pursuant to paragraph (b) of Rule 485

x on May 1, 2009 pursuant to paragraph (b) of Rule 485

¨ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

¨ on (Date) pursuant to paragraph (a)(1) of Rule 485

¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered: Interests in Individual Flexible Payment Variable Annuity Contracts

Prospectus

May 1, 2009

Flexible Payment Variable Annuity

Issued by The Northwestern Mutual Life Insurance Company

and NML Variable Annuity Account A

This prospectus describes an individual flexible payment variable annuity contract (the “Contract”) designed for use by self-employed persons and their eligible employees in tax-qualified retirement plans. The Contract provides for accumulation of Contract Value on a variable and/or a fixed basis and a payment of annuity benefits on a fixed or variable basis. Net Purchase Payments may be invested, pursuant to the Contract, in the following variable and fixed options:

Variable Options

Northwestern Mutual Series Fund, Inc.
Growth Stock Portfolio	International Growth Portfolio
Focused Appreciation Portfolio	Research International Core Portfolio
Large Cap Core Stock Portfolio	International Equity Portfolio
Large Cap Blend Portfolio	Emerging Markets Equity Portfolio
Index 500 Stock Portfolio	Money Market Portfolio
Large Company Value Portfolio	Short-Term Bond Portfolio
Domestic Equity Portfolio	Select Bond Portfolio
Equity Income Portfolio	Long-Term U.S. Government Bond Portfolio
Mid Cap Growth Stock Portfolio	Inflation Protection Portfolio
Index 400 Stock Portfolio	High Yield Bond Portfolio
Mid Cap Value Portfolio	Multi-Sector Bond Portfolio
Small Cap Growth Stock Portfolio	Balanced Portfolio
Index 600 Stock Portfolio	Asset Allocation Portfolio
Small Cap Value Portfolio
Fidelity® Variable Insurance Products
VIP Mid Cap Portfolio
VIP Contrafund® Portfolio
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio
Russell Investment Funds	Russell Investment Funds LifePoints® Variable Target
Multi-Style Equity Fund	Portfolio Series
Aggressive Equity Fund	Moderate Strategy Fund
Real Estate Securities Fund	Balanced Strategy Fund
Non-U.S. Fund	Growth Strategy Fund
Core Bond Fund	Equity Growth Strategy Fund

Fixed Options

Guaranteed Interest Fund 1 Guaranteed Interest Fund 8

The Contract and the variable options are:

• not guaranteed to achieve their goals

• not bank deposits

• not federally insured

• not endorsed by any bank or government agency

Please read carefully this prospectus and the accompanying prospectuses for the variable options and keep them for future reference. These prospectuses provide information that you should know before investing in the Contract. No person is authorized to make any representation in connection with the offering of the Contract other than those contained in these prospectuses.

The Securities and Exchange Commission (“SEC”) has not approved or disapproved

these securities or passed upon the adequacy of this prospectus.

Any representation to the contrary is a criminal offense.

The Contract may not be available in all states and is only offered where it can be lawfully sold.

More information about the Contract and NML Variable Annuity Account A (the “Separate Account”) is included in a Statement of Additional Information (“SAI”), dated May 1, 2009, which is incorporated by reference in this prospectus and available free of charge from The Northwestern Mutual Life Insurance Company. The table of contents for the SAI is at the end of this prospectus. The SAI is available free of charge at www.nmfn.com. To receive a copy of the SAI, send a written request to Northwestern Mutual, Investment Products and Services Department, Room W07SW, 720 East Wisconsin Avenue, Milwaukee, WI 53202. Information about the Separate Account (including the SAI) is available on the SEC’s internet site at http://www.sec.gov, or may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC, 100 F Street, NE, Washington, DC 20549-0102. This information can also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. For information on the Public Reference Room’s operation, call the SEC at 1-202-551-8090.

C ontents of this Prospectus

GLOSSARY OF SPECIAL TERMS	1
FEE AND EXPENSE TABLES	2
Contract Fees and Expenses	2
Annual Portfolio Operating Expenses	3
EXAMPLES	5
CONDENSED FINANCIAL INFORMATION	6
THE COMPANY	6
THE SEPARATE ACCOUNT	6
THE INVESTMENT OPTIONS	7
Variable Options	7
Northwestern Mutual Series Fund, Inc.	7
Fidelity® Variable Insurance Products	9
Neuberger Berman Advisers Management Trust	9
Russell Investment Funds	9
Payments We Receive	10
Transfers Between Divisions	10
Short Term and Excessive Trading	10
Fixed Options	11
Moving into a Guaranteed Account	12
Moving out of a Guarantee Account	12
Withdrawal Charge	12
Market Value Adjustment (GIF 8 Only)	12
GIF 8 Market Value Adjustment Example	13
Additional Information	14
Preservation+ Strategy	14
THE CONTRACT	14
Generally	14
Free Look	14
Contract Values	15
Purchase Payments Under the Contract	15
Frequency and Amount	15
Guaranteed Account Investment Minimums and Maximums	15
Application of Purchase Payments	15
Reduction or Waiver of Certain Charges	16
Maturity Date	16
Gender-Based Annuity Payment Rates	16
Reinvestment of Redemptions	16
Access to Your Money	17
Withdrawals	17
Benefits Provided Under the Contracts	17
Amount of the Death Benefit	17
Guaranteed Minimum Death Benefit Examples	18

Enhanced Death Benefit Examples	18
Distribution of the Death Benefit	19
Payment Plans (or “Income Plans”)	19
Generally	19
Description of Variable Income Plans	19
Amount of Annuity Payments	20
Assumed Investment Rate	20
DEDUCTIONS	20
Sales Load	20
Contract Fee	21
Mortality Rate and Expense Risk Charges	21
Nature and Amount of the Charges	21
Reduction of the Charges	21
Other Expense Risks	21
Withdrawal Charges	21
Withdrawal Charge Rates	21
Waiver of Withdrawal Charges	22
Withdrawal Charges and Our Distribution Expenses	22
Special Withdrawal Charges and Rules Applicable to Guaranteed Accounts	22
Other Charges	23
Enhanced Death Benefit Charge	23
Premium Taxes	23
Portfolio Expenses and Charges	23
Expedited Delivery Charge	23
FEDERAL INCOME TAXES	23
Contribution Limits	23
Taxation of Contract Benefits	23
Minimum Distribution Requirements	24
Taxation of Northwestern Mutual	24
Other Considerations	24
CONTRACT OWNER SERVICES	25
Automatic Dollar-Cost Averaging	25
Systematic Withdrawal Plan	25
Automatic Required Minimum Distributions (“RMD”)	25
Special Withdrawal Privilege	25
Portfolio Rebalancing	25
Interest Sweeps	25
Owner Inquiries	25
ADDITIONAL INFORMATION	26
The Distributor	26
Terminal Illness Benefit	26
Nursing Home Benefit	26

Voting Rights	26
Dividends	26
Dividends for Contracts Issued Prior to March 31, 2000	27
Internal Annuity Exchanges	27
Legal Proceedings	27

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION	27
APPENDIX A—PRIOR CONTRACTS	29
APPENDIX B—ACCUMULATION UNIT VALUES	32

This prospectus describes only the Separate Account and the variable provisions of the Contracts, except where there are specific references to the fixed provisions.

Glossary of Special Terms

Unless otherwise specified in this prospectus, the words “Northwestern Mutual,” “we,” “us,” “our,” and “Company” mean The Northwestern Mutual Life Insurance Company. The words “you” and “your,” unless otherwise specified, mean the Contract Owner. We use a number of special terms in this prospectus, including the following:

Accumulation Unit—An accounting unit of measure representing the Contract Value, before the date on which Annuity Payments begin, in one or more Divisions of the Separate Account. The related term “Accumulation Unit Value” means the value of a particular Accumulation Unit at a particular time and is analogous to, but not the same as, the share price of a mutual fund.

Annuitant—The person upon whose life the Contract is issued and Contract benefits depend. The Primary Annuitant is the person upon whose life the Contract is initially issued. The Contingent Annuitant is the person who becomes the Annuitant upon the death of the Primary Annuitant.

Annuity Payments—Money we pay pursuant to the terms of the Contract. Payments may be paid under one or more of the following three methods: (1) a Variable Income Plan; (2) a Fixed Income Plan; or (3) in cash.

Annuity Unit—An accounting unit of measure representing the actuarial value of a Variable Income Plan’s interest in a Division of the Separate Account after Annuity Payments begin.

Beneficiary—A person who receives payments under the Contract upon the death of the Annuitant before the Maturity Date provided that the Annuitant was an Owner of the contract at the time of death.

Contract—The agreement between you and us described in this variable annuity prospectus. During the Accumulation Period of the Contract, you may invest and any earnings on your investment will accumulate on a tax-deferred basis. During the Annuitization Period, you receive periodic payments based largely on the amounts you accumulate, all or a portion of which will be taxable as ordinary income.

Contract Value—The value of your Contract on any Valuation Date is the sum of: (1) the value of your amounts held in the Divisions of the Separate Account on that Valuation Date; and (2) the value of amounts allocated to any Guaranteed Account, plus credited interest; less (3) any withdrawals since that Valuation Date and any applicable Market Value Adjustment or charges under the Contract deducted since that Valuation Date.

Division—A sub-account of the Separate Account, the assets of which are invested exclusively in the shares of one of the Portfolios of the underlying Funds.

Fund—A Fund is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company or as a unit investment trust, or is not required to be registered under the 1940 Act. A Fund is available as an investment option under the Contract. The assets of each of the Divisions of the Separate Account are used to purchase shares of the corresponding Portfolio of a Fund.

General Account—All assets of the Company, other than those held in the Separate Account or in other separate accounts that have been or may be established by the Company.

Guaranteed Account—A fixed investment option under the Contract, supported by the assets held in the Company’s General Account, that has a term of a specified duration (called a “Guaranteed Period”).

Market Value Adjustment—An amount that may be credited (or charged) upon a withdrawal from a multi-year Guaranteed Account before the end of a Guaranteed Period.

Maturity Date—The date, stated on the specifications page of the Contract, on which Purchase Payments cease and Annuity Payments become payable.

Owner—The person with 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, the Annuitant, or another person.

Portfolio—A series of a Fund available for investment under the Contract which corresponds to a particular Division of the Separate Account.

Purchase Payments—Money you give us to pay for your Contract. The related term “Net Purchase Payment” refers to Purchase Payments after all applicable deductions.

Separate Account—The account the Company has established pursuant to Wisconsin law for those assets, although belonging to the Company, that are reserved for you and other owners of variable annuity contracts supported by the Separate Account.

Valuation Date—Any day on which the New York Stock Exchange (“NYSE”) is open for trading and any other day we are required under the 1940 Act to value assets of a Division of the Separate Account.

This prospectus describes two versions of the Flexible Payment Variable Annuity contract: a front-load version (in which a sales charge is assessed when purchase payments are made) and a back-load version (in which a sales charge is assessed if and when amounts are withdrawn).

Account A Prospectus

1

Fee and Expense Tables

Contract Fees and Expenses

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. On the left side of the tables below we show the fees and expenses you will pay at the time that you buy, surrender, or withdraw from the Contract. On the right side of these tables we show the fees and expenses that you will pay daily and periodically during the time that you own the Contract, not including the annual operating expenses of the Portfolios (the range of which is shown in the table that follows). These tables do not include any charge for state premium tax deductions, which we do not charge for at present, but we reserve the right to do so. These tables do not include any withdrawal charges that may apply upon withdrawals from a Guaranteed Interest Fund 8. (See “Fixed Options”)

Front-Load Contract

Transaction Expenses for Contract Owners (as a percentage of Purchase Payments, unless noted)
Maximum Sales Load	4.5%
Withdrawal Charge	None
Transfer Fee	None
Expedited Delivery Charge	$17**

Annual Expenses of the Separate Account (as a percentage of average daily Contract value)
Maximum Mortality and Expense Risk Fees*	0.75%
Other Expenses	None
Total Maximum Separate Account Annual Expenses*	0.75%
Current Mortality and Expense Risk Fees*	0.50%
Other Expenses	None
Total Current Separate Account Annual Expenses*	0.50%
Annual Contract Fee
$30; waived if the Contract Value equals or exceeds $25,000
Annual Charge for Optional Enhanced Death Benefit (EDB)
Maximum Charge (as a percentage of the entire benefit)***	0.40%

Back-Load Contract

Transaction Expenses for Contract Owners (as a percentage of Purchase Payments, unless noted)
Sales Load	None
Maximum Withdrawal Charge for Sales Expenses	6%
Transfer Fee	None
Expedited Delivery Charge	$17**

Annual Expenses of the Separate Account (as a percentage of average daily Contract value)
Maximum Mortality and Expense Risk Fees*	1.50%
Other Expenses	None
Total Maximum Separate Account Annual Expenses*	1.50%
Current Mortality and Expense Risk Fees*	1.25%
Other Expenses	None
Total Current Separate Account Annual Expenses*	1.25%
Annual Contract Fee
$30; waived if the Contract Value equals or exceeds $25,000
Annual Charge for Optional Enhanced Death Benefit (EDB)
Maximum Charge (as a percentage of the entire benefit)***	0.40%

* We reserve the right to increase the current mortality and expense risk charges to the maximum annual rate shown, though for Contracts purchased before April 30, 2008, we will not increase the current mortality and expense risk charges before May 1, 2012. Thereafter, we reserve the right to increase the mortality and expense risk fees to a maximum annual rate of 0.75% for the front-load Contract, 1.50% for the back-load Contract Class B Accumulation Units and 0.75% for back-load Contract Class A Accumulation Units. Under the back-load Contract, we convert Class B Accumulation Units to Class A Accumulation Units on a Contract Anniversary if the Contract Value is at least $25,000 and the Class B Accumulation Units are no longer subject to a withdrawal charge. For further information on Class B and Class A Accumulation Units, see “Mortality Rate and Expense Risk Charges—Reduction of Charges.”

** For express mail delivery with signature required; the express mail delivery charge without signature is $15. We also charge $15 for wire transfers in connection with withdrawals.

*** The maximum charge is for issue age (i.e., the age nearest the Primary Annuitant’s birthday at the time the application is approved) 56-65. The charge is 0.10% for issue age 45 or less and 0.20% for issue age 46-55. The “entire” enhanced death benefit on any Valuation Date equals the greatest of (i) the Contract Value on that Valuation Date, (ii) the amount of Purchase Payments made under the Contract (adjusted for any withdrawals), or (iii) the highest Contract Value on any Contract anniversary date prior to the Primary Annuitant's 80th birthday, increased by any Purchase Payments we received since that Contract anniversary and decreased by the percentage of Contract Value withdrawn since that Contract anniversary. The EDB is available only at the time the Contract is issued. At the time of issue, the value of the EDB would be equal to the greater of the Initial Purchase Payment or the Contract Value.

2

Account A Prospectus

Annual Portfolio Operating Expenses

The table below shows the minimum and maximum total operating expenses of the Portfolios that you may pay periodically during the time that you own the Contract. The first line of this table lists expenses that do not reflect fee waivers or expense limits and reimbursements, nor do they reflect short-term trading redemption fees, if any, charged by the Portfolios. The information is based on operations for the year ended December 31, 2008. More details concerning these fees and expenses are contained in the attached prospectuses for the Funds.

	Minimum	Maximum
Range of Total Annual Portfolio Operating Expenses (expenses include investment advisory fees, distribution (12b-1) fees, and other expenses as a percentage of average Portfolio assets)*	0.20%	1.79%
Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement**	0.20%	1.50%

* For certain Portfolios, certain expenses were reimbursed or fees waived during 2008. It is anticipated that these voluntary expense reimbursement and fee waiver arrangements will continue past the current year, although certain arrangements may be terminated at any time. After taking into account these arrangements and any contractual fee waiver or expense reimbursement arrangements, Annual Portfolio operating expenses would have ranged from a minimum of 0.20% to a maximum of 1.50%.

** The “Range of Total Annual Portfolio Operating Expenses After Contractual Fee Waiver or Reimbursement” line in the above table shows the minimum and maximum fees and expenses charged by all of the Portfolios after taking into account contractual fee waiver or reimbursement arrangements in place. Those contractual arrangements are designed to reduce total annual portfolio operating expenses for Owners and will continue for at least one year from the date of this prospectus. For more information about which Portfolios currently have such contractual reimbursement or fee waiver arrangements in place, see the prospectuses of the underlying Funds.

The following table shows total annual operating expenses of each Portfolio available for investment under the Contract. Portfolio operating expenses are expressed as a percentage of average net assets for the year ended December 31, 2008, except as otherwise set forth in the notes to the table, and, with respect to the Russell Investment Funds and Russell Investment Funds LifePoints^® Variable Target Portfolio Series, the expenses of which have been restated to reflect lower assets under management and expenses expected to be incurred for the fiscal year ending December 31, 2009. The Russell Investment Funds LifePoints^® Variable Target Portfolio Series are funds of funds and because of their two-tiered structure, may have fees that are higher than other funds.

Portfolio	Investment Advisory Fees	12b-1 Fees	Other Expenses	Acquired Fund Fees & Expenses	Total Operating Expenses	Fee Waivers & Reimbursements		Total Net Operating Expenses
Northwestern Mutual Series Fund, Inc.
Growth Stock Portfolio	0.42%	0.00%	0.01%	0.00%	0.43%	0.00%		0.43%
Focused Appreciation Portfolio(1)	0.77%	0.00%	0.01%	0.00%	0.78%	0.00%		0.78%
Large Cap Core Stock Portfolio	0.43%	0.00%	0.01%	0.00%	0.44%	0.00%		0.44%
Large Cap Blend Portfolio(1)	0.77%	0.00%	0.10%	0.00%	0.87%	(0.02%	)	0.85%
Index 500 Stock Portfolio	0.20%	0.00%	0.00%	0.00%	0.20%	0.00%		0.20%
Large Company Value Portfolio(1)	0.72%	0.00%	0.09%	0.00%	0.81%	(0.01%	)	0.80%
Domestic Equity Portfolio(1)	0.56%	0.00%	0.01%	0.00%	0.57%	0.00%		0.57%
Equity Income Portfolio(1)	0.65%	0.00%	0.02%	0.00%	0.67%	0.00%		0.67%
Mid Cap Growth Stock Portfolio	0.52%	0.00%	0.01%	0.00%	0.53%	0.00%		0.53%
Index 400 Stock Portfolio	0.25%	0.00%	0.01%	0.00%	0.26%	0.00%		0.26%
Mid Cap Value Portfolio(1)	0.85%	0.00%	0.04%	0.00%	0.89%	0.00%		0.89%
Small Cap Growth Stock Portfolio	0.55%	0.00%	0.02%	0.00%	0.57%	0.00%		0.57%
Index 600 Stock Portfolio(1)	0.25%	0.00%	0.30%	0.00%	0.55%	(0.20%	)	0.35%
Small Cap Value Portfolio(1)	0.85%	0.00%	0.02%	0.00%	0.87%	0.00%		0.87%
International Growth Portfolio(1)	0.67%	0.00%	0.14%	0.01%	0.82%	(0.01%	)	0.81%
Research International Core Portfolio(1)	0.88%	0.00%	0.81%	0.00%	1.69%	(0.54%	)	1.15%
International Equity Portfolio(2)	0.66%	0.00%	0.05%	0.00%	0.71%	(0.06%	)	0.65%
Emerging Markets Equity Portfolio(1)	1.14%	0.00%	0.65%	0.00%	1.79%	(0.29%	)	1.50%
Money Market Portfolio(3)	0.30%	0.00%	0.04%	0.00%	0.34%	0.00%		0.34%
Short-Term Bond Portfolio(1)	0.35%	0.00%	0.05%	0.00%	0.40%	0.00%		0.40%
Select Bond Portfolio	0.30%	0.00%	0.00%	0.00%	0.30%	0.00%		0.30%
Long-Term U.S. Government Bond Portfolio(1)	0.55%	0.00%	0.08%	0.00%	0.63%	0.00%		0.63%
Inflation Protection Portfolio(1)	0.58%	0.00%	0.04%	0.00%	0.62%	0.00%		0.62%
High Yield Bond Portfolio	0.46%	0.00%	0.01%	0.00%	0.47%	0.00%		0.47%
Multi-Sector Bond Portfolio(1)	0.79%	0.00%	0.16%	0.00%	0.95%	0.00%		0.95%
Balanced Portfolio	0.30%	0.00%	0.00%	0.00%	0.30%	0.00%		0.30%
Asset Allocation Portfolio(4)	0.53%	0.00%	0.07%	0.00%	0.60%	(0.06%	)	0.54%
Fidelity® Variable Insurance Products
VIP Mid Cap Portfolio(5)	0.56%	0.25%	0.12%	0.00%	0.93%	0.00%		0.93%
VIP Contrafund® Portfolio(5)	0.56%	0.25%	0.10%	0.00%	0.91%	0.00%		0.91%
Neuberger Berman Advisers Management Trust
Socially Responsive Portfolio(6)	0.83%	0.00%	0.09%	0.00%	0.92%	0.00%		0.92%

Account A Prospectus

3

Portfolio	Investment Advisory Fees	12b-1 Fees	Other Expenses	Acquired Fund Fees & Expenses	Total Operating Expenses	Fee Waivers & Reimbursements		Total Net Operating Expenses
Russell Investment Funds
Multi-Style Equity Fund	0.73%	0.00%	0.18%	0.00%	0.91%	0.00%		0.91%
Aggressive Equity Fund(7)	0.90%	0.00%	0.34%	0.00%	1.24%	(0.06%	)	1.18%
Real Estate Securities Fund	0.80%	0.00%	0.18%	0.00%	0.98%	0.00%		0.98%
Non-U.S. Fund(7)	0.90%	0.00%	0.36%	0.01%	1.27%	(0.06%	)	1.21%
Core Bond Fund(7)	0.55%	0.00%	0.23%	0.00%	0.78%	(0.07%	)	0.71%
Russell Investment Funds LifePoints® Variable Target Portfolio Series
Moderate Strategy Fund(8)	0.20%	0.00%	0.30%	0.85%	1.35%	(0.40%	)	0.95%
Balanced Strategy Fund(8)	0.20%	0.00%	0.15%	0.92%	1.27%	(0.25%	)	1.02%
Growth Strategy Fund(8)	0.20%	0.00%	0.22%	0.98%	1.40%	(0.32%	)	1.08%
Equity Growth Strategy Fund(8)	0.20%	0.00%	0.51%	1.05%	1.76%	(0.61%	)	1.15%

⁽¹⁾ Northwestern Mutual Series Fund, Inc.’s investment adviser, Mason Street Advisors, LLC (“MSA”) has entered into written expense limitation agreements under which it has contractually agreed to limit the total expenses of the below Portfolios to the following annual rates of each Portfolio’s respective average net assets. These fee waivers may be terminated at any time after April 30, 2010.

Portfolio	Expense Limitation
Focused Appreciation Portfolio	0.90%
Large Cap Blend Portfolio	0.85%
Large Company Value Portfolio	0.80%
Domestic Equity Portfolio	0.75%
Equity Income Portfolio	0.75%
Mid Cap Value Portfolio	1.00%
Index 600 Stock Portfolio	0.35%
Small Cap Value Portfolio	1.00%
International Growth Portfolio	1.10%
Research International Core Portfolio	1.15%
Emerging Markets Equity Portfolio	1.50%
Short-Term Bond Portfolio	0.45%
Long-Term U.S. Government Bond Portfolio	0.65%
Inflation Protection Portfolio	0.65%
Multi-Sector Bond Portfolio	0.95%

⁽²⁾ International Equity Portfolio—MSA has agreed to waive its management fee, effective November 15, 2006, such that its management fee is 0.80% of the Portfolio’s first $50 million of assets, 0.60% on Portfolio assets from $50 million to $1 billion, 0.58% of assets from $1 billion to $1.5 billion and 0.51% on Portfolio assets in excess of $1.5 billion (the latter waiver was added effective December 12, 2006.) MSA’s fee waiver agreement extends at least until April 30, 2010.

⁽³⁾ Money Market Portfolio—MSA has agreed to waive its entire management fee on a temporary basis. This voluntary fee waiver will be reviewed periodically by MSA in light of market and economic developments and may be revised or discontinued at any time.

⁽⁴⁾ Asset Allocation Portfolio—MSA has agreed to waive its management fee such that its management fee is 0.55% on the portfolio’s first $100 million of assets, 0.45% on Portfolio assets from $100 million to $250 million and 0.35% on Portfolio assets in excess of $250 million. In addition, MSA has entered into a written expense limitation agreement to limit the total expenses of the Portfolio (excluding interest, taxes, brokerage, dividend expenses and charges, other investment related costs and extraordinary expenses) to an annual rate of 0.75% of the Portfolio’s average net assets. These fee waiver agreements may be terminated at any time after April 30, 2010.

⁽⁵⁾ Fidelity Management & Research Company, the adviser to the Fidelity Variable Insurance Products portfolios has voluntarily agreed to reimburse Service Class 2 of the portfolios to the extent that total operating expenses (excluding interest, taxes, certain securities lending costs, brokerage commissions, extraordinary expenses and acquired fund fees and expenses, if any) exceed 1.10% of each class’ average net assets in the respective portfolio. These arrangements may be discontinued at any time.

⁽⁶⁾ Neuberger Berman Management LLC (“NBM”), the portfolio’s adviser, has undertaken through December 31, 2012 to waive fees and/or reimburse certain operating expenses, including the compensation of NBM and excluding taxes, interest, extraordinary expenses, and brokerage commissions, that exceed, in the aggregate, 1.30% of the average daily net asset value of the Portfolio. The expense limitation agreement for the Portfolio is contractual and any excess expenses can be repaid to NBM within three years of the year incurred, provided such recoupment would not cause the portfolio to exceed its expense limitation.

⁽⁷⁾ Russell Investment Management Company (“RIMCo”) has contractually agreed, until April 30, 2010, to waive 0.06% of its advisory fee on the Aggressive Equity Fund and Non-U.S. Fund and 0.07% of its advisory fee on the Core Bond Fund. These waivers may not be terminated during the relevant period except at the Board’s discretion.

⁽⁸⁾ For each of the Russell Investment Funds LifePoints Variable Target Portfolio Series funds individually, RIMCo has contractually agreed, until April 30, 2010, to waive up to the full amount of its 0.20% advisory fee and then to reimburse each fund for other direct fund-level expenses to the extent that direct fund-level expenses exceed 0.10% of the average daily net assets of the fund on an annual basis. Direct fund-level expenses do not include extraordinary expenses or the expenses of other investment companies in which the funds invest, including the underlying funds, which are borne indirectly by the funds. These waivers and reimbursements may not be terminated during the relevant period except at the Board’s discretion.

4

Account A Prospectus

The following Examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner transaction expenses, Contract fees, Separate Account annual expenses, and the fees and expenses of the underlying Portfolios. The Examples assume that you invest $10,000 in the Contract for the time periods indicated and that your investment has a 5% return each year. The Examples reflect the maximum as well as the minimum fees and expenses of the underlying Portfolios as set forth in the Range of Total Annual Portfolio Operating Expenses table. Although your actual costs may be higher or lower than those shown below, based on these assumptions, your costs would be as follows:

EXAMPLES

Back-Load Contract With the Enhanced Death Benefit—(assuming the maximum EDB charge (i.e., at issue age 56-65) and surrender or annuitization, just before the end of each time period, to a Fixed Income Plan with a certain period of less than 12 years (i.e., where a withdrawal charge would apply))

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	955	$	1,738	$	2,341	$	4,031
Minimum Total Annual Portfolio Operating Expenses	$	825	$	1,295	$	1,592	$	2,558

Back-Load Contract With the Enhanced Death Benefit—(assuming the maximum EDB charge (i.e., at issue age 56-65) and assuming no surrender, no annuitization, or assuming an annuitization to a Variable Income Plan (i.e., where a withdrawal charge would not apply))

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	355	$	1,138	$	1,941	$	4,031
Minimum Total Annual Portfolio Operating Expenses	$	225	$	695	$	1,192	$	2,558

Back-Load Contract Without the Enhanced Death Benefit—(assuming a surrender or annuitization, just before the end of each time period, to a Fixed Income Plan with a certain period of less than 12 years (i.e., where a withdrawal charge would apply))

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	914	$	1,619	$	2,146	$	3,668
Minimum Total Annual Portfolio Operating Expenses	$	784	$	1,170	$	1,381	$	2,129

Back-Load Contract Without the Enhanced Death Benefit—(assuming no surrender, no annuitization, or assuming an annuitization to a Variable Income Plan (i.e., where a withdrawal charge would not apply))

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	314	$	1,019	$	1,746	$	3,668
Minimum Total Annual Portfolio Operating Expenses	$	184	$	570	$	981	$	2,129

Front-Load Contract With the Enhanced Death Benefit—(assuming the maximum EDB charge (i.e., at issue age 56-65))

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	708	$	1,299	$	1,914	$	3,564
Minimum Total Annual Portfolio Operating Expenses	$	583	$	865	$	1,167	$	2,023

Front-Load Contract Without the Enhanced Death Benefit

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	669	$	1,182	$	1,720	$	3,185
Minimum Total Annual Portfolio Operating Expenses	$	544	$	742	$	957	$	1,575

The sales load for a front-load Contract depends on the amount of cumulative Purchase Payments. For the back-load Contract, the mortality and expense risk charge and the withdrawal charge depend on the length of time amounts have been held under the Contract and the size of the amounts held. (See “Mortality Rate and Expense Risk Charges—Reduction of the Charges” and “Withdrawal Charges—Withdrawal Charge Rates.”) We reserve the right to increase the current mortality and expense risk charges to the maximum annual rate shown, though for Contracts purchased before April 30, 2008, we will not increase the current mortality and expense risk charges before May 1, 2012. Thereafter, we reserve the right to increase the mortality and expense risk charges to a maximum annual rate of 0.75% for the front-load Contract and 1.50% for the back-load Contract. The expense numbers shown in the tables reflect the withdrawal charge and the maximum mortality and expense risk charges. The Contracts may provide for charges for transfers between the Divisions of the Separate Account and for premium taxes, but we are not presently assessing such charges. The charge for the EDB above was determined by multiplying the maximum EDB percentage charge (0.40%) by the entire EDB. The EDB amounts assumed for purposes of this example are equal to the Contract Value at each anniversary. Such hypothetical amounts are for illustrative purposes only. The $30 annual Contract fee is reflected as 0.01% for the front-load Contract and 0.11% for the back-load Contract based on the annual Contract fees collected divided by the average assets attributable to the Contracts for the fiscal year ended December 31, 2008.

Please remember that the examples are simply illustrations and do not represent past or future expenses. Your actual expenses may be higher or lower than those shown in the examples. Similarly, your rate of return may be more or less than the 5% assumed in the examples.

Account A Prospectus

5

Condensed Financial Information

The value of an Accumulation Unit is determined on the basis of changes in the per share value of the underlying Portfolios and the assessment of Separate Account charges, which may vary from contract to contract (for more information on the calculation of underlying account values, see “Application of Purchase Payments.”). Please refer to Appendix B of this prospectus for information regarding the historical Accumulation Unit Values.

Financial statements of the Separate Account and the financial statements of Northwestern Mutual appear in the Statement of Additional Information (“SAI”). The financial statements of the Company should only be considered with respect to the Company’s ability to meet its obligations under the Contract and not with respect to Contract Value held in the Separate Account, which is principally derived from the investment performance of the Portfolios. The SAI is available free of charge at www.nmfn.com. To receive a copy of the SAI, send a written request to Northwestern Mutual, Investment Products and Services Department, Room W07SW, 720 East Wisconsin Avenue, Milwaukee, WI 53202, or use the coupon provided at the back of this Prospectus. Semiannually, we will send you reports containing financial information and schedules of investments for the Portfolios underlying the Divisions in which you invest. We will also send you periodic statements showing the value of your Contract and transactions under the Contract since the last statement. You should promptly review these statements and any confirmations of individual transactions that you receive to verify the accuracy of the information, and should promptly notify us of any discrepancies.

The Company

The Northwestern Mutual Life Insurance Company, or through its subsidiaries and affiliates, offers insurance products, investment products, and advisory services which are designed to address clients’ needs for financial security and protection, wealth accumulation and distribution, and estate preservation. Organized by a special act of the Wisconsin Legislature in 1857, the Company is licensed to conduct a conventional life insurance business in the District of Columbia and in all states of the United States. The Company’s total assets exceeded $154.8 billion as of December 31, 2008. The Home Office of Northwestern Mutual is located at 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

In addition to your fixed account allocations, General Account assets are used to guarantee the payment of certain benefits under the Contracts, including death benefits. To the extent that we are required to pay you amounts in addition to your Contract Value under these benefits, such amounts will come from General Account assets. Thus, Contract Owners must look to the strength of the Company and its General Account with regard to insurance contract guarantees. You should also be aware that the General Account is exposed to the risks normally associated with the operation of a life insurance company, including insurance pricing, asset liability management and interest rate risk, operational risks, and the investment risks of a portfolio of securities that consists largely, though not exclusively, of fixed-income securities. Some of the risks associated with such a portfolio include interest rate, option, liquidity, and credit risk. The financial statements contained in the Statement of Additional Information include a further discussion of risks inherent within the General Account investments.

The Separate Account

We established the NML Variable Annuity Account A (the “Separate Account”) on February 14, 1968 by action of our Board of Trustees in accordance with the provisions of the Wisconsin insurance law. The Separate Account is registered with the Securities and Exchange Commission as a unit investment trust under the 1940 Act.

You may allocate the money you invest under your Contract among the variable and fixed options (if available in your state) described elsewhere in this prospectus. Each variable option is a Division of the Separate Account, which corresponds to one of the Portfolios of the Funds also described elsewhere in this prospectus. Under Wisconsin law, the investment operations of the Separate Account are kept separate from our other operations. The values for your Contract supported by the Separate Account will not be affected by income, gains, or losses from the rest of our business. The income, gains or losses, realized or unrealized, for the assets we place in the Separate Account for your Contract will determine the value of your Contract benefits supported by the Separate Account, and will not affect the rest of our business. The assets in the Separate Account are reserved for you and other owners of variable annuity contracts, although the assets belong to us and we do not hold the assets as a trustee. While we and our creditors cannot reach the assets of the Separate Account to satisfy other obligations until our obligations under your Contract have been satisfied, all of our assets (except those we hold in certain other separate accounts) are available to satisfy our obligations under your Contract. The obligations under the variable annuity contracts are obligations of the Company as depositor.

6

Account A Prospectus

When permitted by law and subject to any required regulatory approvals or votes by Contract Owners, we reserve the right to:

• Operate the Separate Account or a Division as either a unit investment trust or a management company under the 1940 Act, or in any other form allowed by law, if deemed by the Company to be in the best interest of Contract Owners.

• Invest current and future assets of a Division in securities of another Fund as a substitute for shares of a Fund already purchased or to be purchased.

• Register or deregister the Separate Account under the 1940 Act or change its classification under that Act.

• Create new separate accounts.

• Combine the Separate Account with any other separate account.

• Transfer the assets and liabilities of the Separate Account to another separate account.

• Transfer cash from time to time between the Company’s general account and the Separate Account as deemed necessary or appropriate and consistent with the terms of the Contracts, including but not limited to transfers for the deduction of charges and in support of payment options.

• Transfer assets of the Separate Account in excess of reserve requirements applicable to Contracts supported by the Separate Account to the Company’s General Account.

• Add, delete or make substitutions for the securities and other assets that are held or purchased by the Separate Account.

• Terminate and/or liquidate the Separate Account.

• Restrict or eliminate any voting rights of Contract Owners or other persons who have voting rights as to the Separate Account.

• Make any changes to the Separate Account to conform with, or required by any change in, federal tax law, the 1940 Act and regulations promulgated thereunder, or any other applicable federal or state laws.

In the event that we take any of these actions, we may make an appropriate endorsement of your Contract and take other actions to carry out what we have done.

The Investment Options

The Contract offers a variety of variable and fixed investment options selected by the Company, but it does not endorse or recommend a particular option nor does it provide asset allocation or investment advice. You are responsible for choosing your investment options and the amounts you allocate to each based on your individual situation and your personal savings goals and risk tolerances. After your initial investment decision, you should monitor your investments and periodically review the options you select and the amount allocated to each option to ensure your decisions continue to be appropriate. The amounts invested in the variable options are not guaranteed, and because both your principal and any return on your investment are subject to market risk, you can lose your money. The amounts invested in the fixed options earn interest for a specified period at a rate we declare from time to time; the principal and interest rate are guaranteed by the Company and are subject to the claims-paying ability of the Company.

Variable Options

The assets of each Division of the Separate Account are invested in a corresponding Portfolio that is a series of one of the following mutual fund families: Northwestern Mutual Series Fund, Inc; Fidelity^® Variable Insurance Products; Neuberger Berman Advisers Management Trust; and the Russell Investment Funds. The Separate Account buys shares of the Portfolios at their respective net asset values without sales charge. The Portfolios are available for investment only by separate accounts supporting variable insurance products and are not publicly traded. Their performance can differ substantially from publicly traded mutual funds with similar names. The specific Portfolios available under your Contract may change from time to time, and not all Portfolios in which assets of the Separate Account are invested may be available under your Contract. Your ability to invest in a Portfolio may be affected by the actions of such Portfolio, such as when a Portfolio closes.

You may choose to allocate the Accumulation Value of your Contract among the Divisions of the Separate Account and you may, subject to certain conditions, transfer values from one Division to another. Amounts you allocate among the Divisions may grow in value, decline in value, or grow less than you expect, depending on the investment performance of the corresponding Portfolio. The investment objectives and types of investments for each Portfolio are set forth below. There can be no assurance that the Portfolios will realize their objectives. For more information about the investment objectives and policies, the attendant risk factors and expenses for each of the Portfolios described below, see the attached prospectuses. Read the prospectuses carefully before you invest.

Northwestern Mutual Series Fund, Inc.    The principal investment adviser for the Portfolios of the Northwestern Mutual Series Fund is Mason Street Advisors, LLC (“MSA”), our wholly-owned company. The investment advisory agreements for the respective Portfolios provide that MSA will provide services and bear certain expenses of the Portfolios. MSA employs a staff of investment professionals to manage the assets of the Fund and the other advisory clients of MSA. We provide related facilities and personnel, which

Account A Prospectus

7

MSA uses in performing its investment advisory functions. MSA has retained and oversees Templeton Investment Counsel, LLC, Capital Guardian Trust Company, T. Rowe Price Associates, Inc., Janus Capital Management LLC, American Century Investment Management, Inc., Massachusetts Financial Services Company, and Pacific Investment Management Company LLC under investment sub-advisory agreements to provide day-to-day management of the Portfolios indicated below. Templeton Investment Counsel, LLC has appointed Franklin Templeton Investments (Asia) Limited as an additional sub-adviser for the International Equity Portfolio. Each such sub-adviser may be replaced without the approval of shareholders. Please see the attached prospectus for the Northwestern Mutual Series Fund for more information.

Portfolio	Investment Objective	Sub-adviser (if applicable)
Growth Stock Portfolio	Long-term growth of capital; current income is a secondary objective	N/A
Focused Appreciation Portfolio	Long-term growth of capital	Janus Capital Management LLC
Large Cap Core Stock Portfolio	Long-term growth of capital and income	N/A
Large Cap Blend Portfolio	Long-term growth of capital and income	Capital Guardian Trust Company
Index 500 Stock Portfolio	Investment results that approximate the performance of the Standard &Poor’s (S&P) 500® Index	N/A
Large Company Value Portfolio	Long-term capital growth; income is a secondary objective	American Century Investment Management, Inc.
Domestic Equity Portfolio	Long-term growth of capital and income	Capital Guardian Trust Company
Equity Income Portfolio	Long-term growth of capital and income	T. Rowe Price Associates, Inc.
Mid Cap Growth Stock Portfolio	Long-term growth of capital	N/A
Index 400 Stock Portfolio	Investment results that approximate the performance of the S&P® MidCap 400 Index	N/A
Mid Cap Value Portfolio	Long-term capital growth; current income is a secondary objective	American Century Investment Management, Inc.
Small Cap Growth Stock Portfolio	Long-term growth of capital	N/A
Index 600 Stock Portfolio	Investment results that approximate the performance of the S&P® SmallCap 600 Index	N/A
Small Cap Value Portfolio	Long-term growth of capital	T. Rowe Price Associates, Inc.
International Growth Portfolio	Long-term growth of capital	N/A
Research International Core Portfolio	Capital appreciation	Massachusetts Financial Services Company
International Equity Portfolio	Long-term growth of capital	Templeton Investment Counsel, LLC and Franklin Templeton Investments (Asia) Limited
Emerging Markets Equity Portfolio	Capital appreciation	Massachusetts Financial Services Company
Money Market Portfolio	Maximum current income to the extent consistent with liquidity and stability of capital*	N/A
Short-Term Bond Portfolio	Provide as high a level of current income as is consistent with prudent investment risk	N/A
Select Bond Portfolio	To realize as high a level of total return as is consistent with prudent investment risk; a secondary objective is to seek preservation of shareholders’ capital	N/A
Long-Term U.S. Government Bond Portfolio	Maximum total return, consistent with preservation of capital and prudent investment management	Pacific Investment Management Company LLC
Inflation Protection Portfolio	Pursue total return using a strategy that seeks to protect against U.S. inflation	American Century Investment Management, Inc.

8

Account A Prospectus

Portfolio	Investment Objective	Sub-adviser (if applicable)
High Yield Bond Portfolio	High current income and capital appreciation**	N/A
Multi-Sector Bond Portfolio	Maximum total return, consistent with prudent investment management	Pacific Investment Management Company LLC
Balanced Portfolio	To realize as high a level of total return as is consistent with prudent investment risk, through income and capital appreciation	N/A
Asset Allocation Portfolio	To realize as high a level of total return as is consistent with reasonable investment risk	N/A

* Although the Money Market Portfolio seeks to preserve its value at $1.00 per share, it is possible to lose money by investing in the Money Market Portfolio. An investment in a money market portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any government agency. During extended periods of low interest rates, the yield of a money market portfolio may also become extremely low and possibly negative. Notwithstanding the preceding statements, under the U.S. Treasury’s Temporary Guarantee Program for money market funds, Portfolio shareholders will be guaranteed to receive $1.00 net asset value for amounts that they held as of September 19, 2008 if the NAV for the Money Market Portfolio falls below $0.995 per share. In such case, Owners would be affected to the extent they have Contract Value allocated to the Money Market Division. The Program is set to expire on September 19, 2009. More information can be found in the attached prospectus for the Money Market Portfolio.

** High yield bonds are commonly referred to as junk bonds.

Fidelity^® Variable Insurance Products    The Fidelity^® VIP Mid Cap Portfolio and the Fidelity^® VIP Contrafund^® Portfolio are series of Variable Insurance Products III and Variable Insurance Products Fund II, respectively. The Separate Account buys Service Class 2 shares of the Portfolios, the investment adviser for which is the Fidelity Management & Research Company.

Portfolio	Investment Objective	Sub-adviser
VIP Mid Cap Portfolio	Long-term growth of capital	Fidelity Management & Research Company, Inc. and Fidelity Research & Analysis Company
VIP Contrafund® Portfolio	Long-term capital appreciation	Fidelity Management & Research Company, Inc. and Fidelity Research & Analysis Company

Neuberger Berman Advisers Management Trust    The Neuberger Berman Advisers Management Trust Socially Responsive Portfolio is a series of the Neuberger Berman Advisers Management Trust. The Separate Account buys Class I shares of the Portfolio, the investment adviser for which is Neuberger Berman Management LLC.

Portfolio	Investment Objective	Sub-adviser
Socially Responsive Portfolio	Long-term growth of capital	Neuberger Berman, LLC

Russell Investment Funds    The assets of each of the Portfolios comprising the Russell Investment Funds are invested by one or more investment management organizations researched and recommended by Frank Russell Company (“Russell”), and an affiliate of Russell, the Russell Investment Management Company (“RIMCo”). RIMCo is the investment adviser of the Russell Investment Funds. Russell is our majority-owned subsidiary.

Portfolio	Investment Objective
Multi-Style Equity Fund	Long-term growth of capital
Aggressive Equity Fund	Long-term growth of capital
Real Estate Securities Fund	Current income and long-term growth of capital
Non-U.S. Fund	Long-term growth of capital
Core Bond Fund	Current income and, as a secondary objective, capital appreciation
LifePoints® Variable Target Portfolio Series Moderate Strategy Fund	High current income and moderate long term capital appreciation
LifePoints® Variable Target Portfolio Series Balanced Strategy Fund	Above average capital appreciation and a moderate level of current income
LifePoints® Variable Target Portfolio Series Growth Strategy Fund	High long term capital appreciation with low current income
LifePoints® Variable Target Portfolio Series Equity Growth Strategy Fund	High long term capital appreciation

Account A Prospectus

9

Payments We Receive    We select the Portfolios offered through this Contract based on several criteria, including asset class coverage, the strength of the investment adviser’s or sub-advisers’ reputation and tenure, brand recognition, performance, and the capability and qualification of each investment firm. Another factor we consider during the selection process is whether the Portfolio’s investment adviser or an affiliate will make payments to us or our affiliates. We review the Portfolios periodically and may remove a Portfolio or limit its availability to new premiums and/or transfers of Contract Value if we determine that the Portfolio no longer meets one or more of the selection criteria, and/or if the Portfolio has not attracted significant allocations from Owners. The Northwestern Mutual Series Fund, Inc. and the Russell Investment Funds have been included in part because they are managed by subsidiaries of the Company.

We do not provide any investment advice and do not recommend or endorse any particular Portfolio. You bear the risk of any decline in the Contract Value of your Contract resulting from the performance of the Portfolio you have chosen.

Owners, through their indirect investment in the Portfolios, bear the costs of the investment advisory or management fees that the Portfolios pay to their respective investment advisors (see the Portfolios’ prospectuses for more information). As described above, an investment adviser of a Portfolio, or its affiliates, may make payments to the Company and/or certain of our affiliates. These payments may be derived, in whole or in part, from the advisory fee deducted from Portfolio assets. The amount of the compensation is based on a percentage of assets of the Portfolios attributable to the Contracts and certain other variable insurance products that the Company issues. The percentages differ and some investment advisers (or other affiliates) may pay more than others. The percentages currently range up to 0.25%. These payments may be used for any corporate purpose, including payment of expenses that the Company and/or its affiliates incur for services performed on behalf of the Contracts and the Portfolios. The Company and its affiliates may profit from these payments.

Certain Portfolios have adopted a Distribution (and/or Shareholder Servicing) Plan under Rule 12b-1 of the 1940 Act, which is described in more detail in the Portfolios’ prospectuses. These payments, which may be up to 0.25%, are deducted from assets of the Portfolios and are paid to our distributor, Northwestern Mutual Investment Services, LLC. These payments decrease the Portfolio’s investment return.

Additionally, an investment adviser of a Portfolio or its affiliates may provide the Company with wholesaling services that assist in the distribution of the Contracts and may pay the Company and/or certain of our affiliates amounts to participate in sales meetings. These amounts may be significant and may provide the investment adviser (or its affiliate) with increased access to persons involved in the distribution of the Contracts.

Transfers Between Divisions    Subject to the short term and excessive trading limitations described below and any frequent trading policies adopted by the Funds that are described in their prospectuses, 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 investment options are best suited to your long-term investment needs. See “Owner Inquiries” for more information on how you may change the allocation of Accumulation or Annuity Units among the Divisions. Subject to our requirements and availability, your Financial Representative may provide us with instructions on your behalf involving the allocation and transfer of Accumulation Value of your Contract among the available investment options, subject to our rules, including the restrictions on short term and excessive trading discussed below.

We will make the transfer based upon the next valuation of Accumulation or Annuity Units in the affected Divisions after our receipt of your request for transfer at our Home Office, provided it is in good order. If we receive your request for transfer before the close of trading on the NYSE (typically, 4:00 p.m. Eastern Time), your request will receive same-day pricing. If we receive your request for transfer on or after the close of trading on the NYSE, we will process the order using the value of the units in the Divisions determined at the close of the next regular trading session of the NYSE. We will adjust the number of such units to be credited to reflect the respective value of the units in each of the Divisions. The minimum amount of Accumulation Units 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. There is no minimum transfer amount for Annuity Units.

Before the Maturity Date, you may transfer amounts which you have invested in a Guaranteed Account to any Division of the Separate Account, and you may transfer the value of Accumulation Units in any Division of the Separate Account to a Guaranteed Account for investment on a fixed basis, subject to the restrictions described in the Contract. (See “The Guaranteed Accounts.”)

Short Term and Excessive Trading    Short term and excessive trading (sometimes referred to as “market timing”) may present risks to a Portfolio’s long-term investors, such as Owners and other persons who may have material rights under the Contract (e.g., beneficiaries), because it can, among other things, disrupt Portfolio investment strategies, increase Portfolio transaction and administrative costs, require higher than normal levels of cash reserves to fund unusually large or unexpected redemptions, and adversely affect investment performance. These risks may be greater for Portfolios that invest in securities that may be more vulnerable to arbitrage trading including foreign securities and thinly traded securities, such as small cap stocks and non-investment grade bonds. These types of trading activities also may dilute the value of long-term investors’ interests in a Portfolio if it calculates its net asset value using closing prices that are no longer accurate. Accordingly, we discourage market timing activities.

10

Account A Prospectus

To deter short term and excessive trading, we have adopted and implemented policies and procedures which are designed to control abusive trading practices. We seek to apply these policies and procedures uniformly to all Contract Owners. Any exceptions must be either expressly permitted by our policies and procedures or subject to an approval process described in them. We may also be prevented from uniformly applying these policies and procedures under applicable state or federal law or regulation. Because exceptions are permitted, it is possible that investors may be treated differently and, as a result, some may be allowed to engage in trading activity that might be viewed as market timing.

Among the steps we have taken to reduce the frequency and effect of these practices are monitoring trading activity and imposing trading restrictions including the prohibition of more than twelve transfers among Divisions under a single Contract during a Contract year. Multiple transfers with the same effective date made by the same Owner will be counted as a single transfer for purposes of applying the twelve transfer limitation. Further, an investor who is identified as having made a transfer in and out of the same Division, excluding the Money Market Division, (“round trip transfer”) in an amount in excess of $10,000 within fourteen calendar days will be restricted from making additional transfers after the third such round trip transfer until the next Contract anniversary date, and sent a letter informing him of the restriction. Thereafter, the same investor will be similarly restricted after the second such round trip transfer. An investor who is identified as having made one or more round trip transfers within thirty calendar days aggregating more than one percent (1%) of the total assets of the Portfolio underlying a Division, excluding the Money Market Division and the Divisions corresponding to the Portfolios of the Russell Investment Funds LifePoints^® Variable Target Portfolio Series, will be sent a warning letter after the first such round trip transfer and will be restricted from making additional transfers until the next Contract anniversary date after the second such round trip transfer. Thereafter, the same investor will be similarly restricted after the first such round trip transfer. These limitations do not apply to automatic asset transfers, scheduled or systematic transactions involving portfolio rebalancing, dollar cost averaging, interest sweeps, or to initial allocations or changes in future allocations. Once a Contract is restricted, we will allow one additional transfer into the Money Market Division until the next contract anniversary.

We may change these policies and procedures from time to time in our sole discretion without notice; provided, however, Contract Owners will be given advance, written notice if the policies and procedures are revised to accommodate market timing. Additionally, the Funds may have their own policies and procedures described in their prospectuses that are designed to limit or restrict frequent trading. Such policies may be different from our policies and procedures, and may be more or less restrictive. As the Funds may accept purchase payments from other investors, including other insurance company separate accounts on behalf of their variable product customers and retirement plans, we cannot guarantee that Funds will not be harmed by any abusive market timing activity relating to the retirement plans and/or other insurance companies that may invest in the Funds. Such policies and procedures may provide for the imposition of a redemption fee and, upon request from the Fund, require us to provide transaction information to the Fund (including an Owner’s tax identification number) and to restrict or prohibit transfers and other transactions that involve the purchase of shares of a Portfolio(s). In the event a Fund instructs us to restrict or prohibit transfers or other transactions involving shares of a Portfolio, you may not be able to make additional purchases in an investment option until the restriction or prohibition ends. If you submit a request that includes a purchase or transfer into such a restricted investment option, we will consider the request “not in good order” and it will not be processed. You may, however, submit a new transfer request.

If we believe your trading activity is in violation of, or inconsistent with, our policies and procedures or otherwise is potentially disruptive to the interests of other investors, you may be asked to stop such activities and future investments, and allocations or transfers by you may be rejected without prior notice. Because we retain discretion to determine what action is appropriate in a given situation, investors may be treated differently and some may be allowed to engage in activities that might be viewed as market timing.

We intend to monitor events and the effectiveness of our policies and procedures in order to identify whether instances of potentially abusive trading practices are occurring. However, we may not be able to identify all instances of abusive trading practices, nor completely eliminate the possibility of such activities, and there may be technological limitations on our ability to impose restrictions on the trading practices of Contract Owners. We may be unable to monitor trading activity by individual participants in omnibus accounts established under group annuity contracts.

Fixed Options

During the Accumulation phase of your Contract, you may invest on a fixed basis in the following guaranteed accounts of different durations (“Guaranteed Accounts”), provided they are available in your state and under your Contract: the Guaranteed Interest Fund 1 (“GIF 1”) (formerly referred to as the “Guaranteed Interest Fund”) and the Guaranteed Interest Fund 8 (“GIF 8”). Your ability to make investments in a Guaranteed Account may be limited by state law. Currently, neither GIF 1 nor GIF 8 is available in Contracts subject to Massachusetts, Minnesota, New York, or Oregon law. GIF 8 is also not available in Contracts subject to Pennsylvania or Washington law, and GIF 1 is available in Contracts subject to Washington law only in the front-load version. For Contracts subject to Vermont and Maryland law, no investments may be applied to GIF 8 after the first Contract anniversary. To find out if a Guaranteed Account is available in your state, or for the current interest rate, please contact your Northwestern Mutual Financial Representative or call 1-888-455-2232.

Except where noted above, GIF 1 is available for investment under both front-load and back-load Contracts. GIF 8 is only available under back-load Contracts. Guaranteed Accounts are

Account A Prospectus

11

not available after annuitization. We reserve the right to discontinue offering all Guaranteed Accounts or a Guaranteed Account of a particular duration. We also reserve the right to offer additional multi-year Guaranteed Accounts from time to time. The effective date of an investment in a Guaranteed Account is determined in the same manner that the effective date for an investment in the Divisions of the Separate Account is determined.

Interest is credited and compounded daily on amounts you invest in a Guaranteed Account at a rate that we declare (“Declared Rate”), in our discretion, for a guaranteed period that we specify (“Guaranteed Period”). The Declared Rate will not be less than a minimum guaranteed annual effective rate of 1% (or a higher rate if required by applicable state law). We also guarantee that the cash value of your investment in the Guaranteed Accounts will not be less than a minimum amount determined by a formula that complies with applicable state insurance nonforfeiture law. For GIF 1, the Declared Rate will be effective for a Guaranteed Period equal to the shorter of the following two periods: (i) the twelve month period measured from the end of the month of the investment’s effective date, or (ii) the period remaining until the Maturity Date of the Contract. For GIF 8, the Declared Rate will be effective for a Guaranteed Period ending eight years from the effective date; provided, however, an investment in GIF 8 is not permitted if the Guaranteed Period would extend beyond the Maturity Date of the Contract.

Upon expiration of a Guaranteed Period for GIF 1, we will apply a new Declared Rate for a new one-year Guaranteed Period. Upon expiration of a Guaranteed Period for GIF 8, any amounts remaining in that Guaranteed Account will be transferred to the Money Market Division of the Separate Account unless you otherwise instruct us to allocate the amounts to a Division(s) of the Separate Account or a new Guaranteed Period for either GIF 1 or GIF 8.

Moving into a Guaranteed Account    You may make an initial investment in a Guaranteed Account by applying all or part of a Net Purchase Payment or an amount transferred from Divisions of the Separate Account or another Guaranteed Account. Subject to the limitations described below, you may make additional investments in GIF 1 at any time prior to the Maturity Date of the Contract. No additional transfers may be made into a GIF 1 for 90 days following a transfer out of a GIF 1. Additional investments in GIF 8 are not permitted without our consent. Currently, we permit additional investments in GIF 8 that represent proceeds from Internal Revenue Code Section 1035 exchanges or rollovers, provided (i) you inform us at the time of your initial investment in the Contract, and (ii) that such proceeds are received by us within 90 days (or whatever period that may be required under applicable state law) thereafter. Interest will accrue on those proceeds from the date of receipt, but they will be treated for all other purposes the same as your initial investment. Subject to this limited exception, if you direct us to make additional investments in GIF 8, they will be invested in the Money Market Division.

Moving out of a Guarantee Account    Transfers from Guaranteed Accounts are subject to certain limits. No transfers from GIF 8 are permitted during the first four years following the start of a Guaranteed Period. After a transfer is made from a Guaranteed Account, no additional transfers may be made from that Guaranteed Account for a period of 365 days. Additionally, the maximum amount of Accumulation Value that may be transferred from a Guaranteed Account in a single transfer may not be more than the greater of (i) 25% of the Accumulation Value of the Guaranteed Account on the preceding Contract anniversary date, or (ii) the amount of the most recent transfer from that Guaranteed Account. (For Contracts issued prior to March 31, 2000, the percentage limit by the terms of the Contract is 20%, but our current practice, which we may change without notice to you, is to permit up to 25%.) In no event may the amount of a single transfer from a Guaranteed Account be less than $1,000, nor greater than $50,000. (The $50,000 limit does not apply to Contracts subject to New York law.) These limitations on individual transfers do not apply to transfers from GIF 8 at the end of a Guaranteed Period. These transfer limitations can be illustrated as follows:

Amount of initial deposit into a GIF 1	Maximum amount you can withdraw annually	Total number of years until initial deposit can be withdrawn completely
$100,000	$25,000	4 years
$500,000	$50,000	10 years
$1,000,000	$50,000	20 years

Withdrawal Charge    Maturity benefits and withdrawals under a back-load Contract are subject to the withdrawal charge described under “Deductions—Withdrawal Charges.” Because the withdrawal charge will affect the amount available for withdrawal, you should carefully consider its effect before investing in, and making a withdrawal from, the Contract.

The withdrawal charge applicable to withdrawals from GIF 8 during the first four years of a Guaranteed Period differs from that which is applicable to other withdrawals in several respects. First, the charge applies to withdrawals from GIF 8 during the first four years of each and every Guaranteed Period. Second, during those four years it applies to the Accumulation Value, rather than to Net Purchase Payments. During the first three years of a Guaranteed Period, the withdrawal charge equals 6% of the amount of the Accumulation Value withdrawn. During the fourth year, the charge equals 5% of the amount of the Accumulation Value withdrawn. Net Purchase Payments that are subject to the withdrawal charge are reduced by an amount equal to that portion of the Accumulation Value withdrawn from GIF 8 during the first four years, beginning with the highest withdrawal charge category and rate.

Market Value Adjustment (GIF 8 Only)    Transfers and withdrawals (but not payments of Contract fees or payments due to the death of the Primary Annuitant) made from GIF 8 prior to the end of a Guaranteed Period will be charged or credited with a market value adjustment (“MVA”). No MVA will apply if you do not transfer or withdraw amounts from

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GIF 8 before the end of a Guaranteed Period. The amount of the MVA will depend upon the difference, if any, between the seven-year Constant Maturity Treasury interest rate in effect on the second-to-last business day of the month preceding the start of the Guaranteed Period and an interest rate, in effect on the second-to-last business day of the month preceding the date of the transfer or withdrawal, equal to the Constant Maturity Treasury interest rate for the period closest to the time remaining in the Guaranteed Period (but not less than one year). If the rate in effect at that time exceeds the seven-year rate preceding the start of the Guaranteed Period, the MVA will be negative and decrease the amount available for transfer or withdrawal from GIF 8. If the opposite is true, the MVA will be positive and increase such amount. The MVA formula may differ for Contracts subject to Texas or Alabama law; read your Contract for specific details.

In no event will the MVA increase or decrease the amount transferred or withdrawn by more than a proportionate allocation of the excess, if any, of the interest credited to GIF 8 since the beginning of the Guaranteed Period in which such amount is transferred or withdrawn to the date of transfer or withdrawal, over the interest that would have been credited if the Declared Rate had equaled the Nonforfeiture Rate during that same time period. The Nonforfeiture Rate is a rate defined in the Contract and is based on the five-year Constant Maturity Treasury interest rate on the second-to-last business day of the month preceding the start of the Guaranteed Period during which the transfer or withdrawal is made. In general, the longer the period remaining to the end of the Guaranteed Period at the time of a transfer or withdrawal, the larger the MVA. Because a negative MVA can reduce credited interest in excess of the minimum interest rate required to be credited under applicable state law, you should carefully consider its effect before making a transfer or withdrawal from GIF 8 prior to the end of a Guaranteed Period.

To calculate the MVA for your contract, use the following formula:

A x [(1+B)n / (1+C)n -1] where;

A	=	the Account Value being withdrawn or transferred from GIF 8;
B	=	the 7-year Constant Maturity Treasury Rate reported by the Federal Reserve as of the second-to-last Valuation Date of the month preceding the month in which the declared interest rate first became effective;
C	=	the Constant Maturity Treasury Rate reported by the Federal Reserve as of the second-to-last Valuation Date of the month preceding the month of the withdrawal or transfer for the duration nearest the time remaining in the Guaranteed Period but not less than one year; and
n	=	the number of years, including fractional years, remaining in the Guaranteed Period.

In the determination of the Market Value Adjustment, a period whose length is exactly half-way between periods for which a Constant Maturity Treasury Rate is reported will be considered to be nearer to the shorter duration, but not less than one year.

Set forth below are two examples showing the application of the market value adjustment feature in the case of a withdrawal or transfer from GIF8 before the end of the Guarantee Period. The first example assumes rising interest rates; the second assumes declining interest rates:

GIF 8 Market Value Adjustment Example

GIF 8 Deposit = $50,000

Guaranteed Interest Rate = 4.5% for 8 years

Market Value Adjustment Calculation assuming 100% withdrawal on
the third anniversary from deposit if interest rates increase

Current GIF 8 Account Value = $57,058.31

7-year Constant Maturity Treasury Rate = 4.75% (on the second to last business day preceding the month of deposit)

5-year Constant Maturity Treasury Rate = 5.00% (on the second to last business day preceding the month of withdrawal for the term nearest the period remaining in the guarantee period)

Market Value Adjustment = $57,058.31 x [(1 + 4.75%)⁵/(1 + 5.00%)⁵ -1] = -$676.04

Market Value Adjustment Calculation assuming 100% withdrawal on
the third anniversary from deposit if interest rates decrease

Current GIF 8 Account Value = $57,058.31

7-year Constant Maturity Treasury Rate = 4.75% (on the second to last business day preceding the month of deposit

5-year Constant Maturity Treasury Rate = 4.25% (on the second to last business day preceding the month of withdrawal for the term nearest the period remaining in the guarantee period)

Market Value Adjustment = $57,058.31 x [(1 + 4.75%)⁵/(1 + 4.25%)⁵ -1] = +$1,381.49

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Note: The market value adjustment will not increase or decrease values by more than the interest credited to GIF 8 since the beginning of the guarantee period in which an amount is withdrawn or transferred out to the date of the withdrawal or transfer over the interest that would have been credited if the interest rate declared by the Company had equaled the Nonforfeiture Rate during the same time period. For the example above, assuming a Nonforfeiture Rate of 3%, the maximum positive or negative market value adjustment would be $57,058.31-$50,000(1.03)³ = $2,421.96.

Additional Information    “Portfolio Rebalancing” may not be used with any Guaranteed Account, and “Automatic Dollar Cost Averaging” and “Interest Sweeps” may not be used with a GIF 8. Withdrawals from GIF 8 during the first four years of a Guaranteed Period may be taken in the form of a Variable Income Plan, except for payments for a specified period. (See Option 1 under “Payment Plans—Description of Variable Income Plans”.)

Amounts you invest in a Guaranteed Account become part of our General Account, which represents all of our assets other than those held by us in the Separate Account and other separate accounts. The General Account is used to support all of our annuity and insurance obligations and is available to our general creditors. As part of our General Account, however, the Guaranteed Accounts do not bear any mortality rate and expense charges applicable to the Separate Account under the Contract, nor do they bear expenses of the Portfolios in which the Divisions of the Separate Account invest. Other charges under the Contract apply to the Guaranteed Accounts. (See “Deductions.”) For purposes of allocating and deducting the annual Contract fee, we treat GIF 1 the same as Divisions of the Separate Account; no portion of the annual Contract fee will be deducted from GIF 8 unless insufficient value exists in the Divisions and GIF 1.

In reliance on certain exemptions and exclusionary provisions, we have not registered interests in the Guaranteed Accounts under the Securities Act of 1933, nor have we registered the Guaranteed Accounts or the General Account as investment companies under the 1940 Act. Accordingly, interests in a Guaranteed Account are not subject to the same laws as interests in the Divisions of the Separate Account, and the staff of the SEC has not reviewed the disclosure in this prospectus regarding the Guaranteed Accounts.

Preservation+ Strategy    (Back-load Contracts only) Subject to the investment minimums and maximums discussed above, you may elect to allocate all or a portion of your initial Purchase Payment to the Preservation+ Strategy. The Preservation+ Strategy is designed to preserve the principal of the amount that you allocate to the strategy through the crediting of a fixed rate of interest to the portion of that allocation which you invest in GIF 8 for the Guaranteed Period, while permitting you to participate in the stock market by investing in a Division of the Separate Account with potential returns and attendant risk that approximate those of the S&P 500^® Index. We use a mathematical formula to determine the part of your total initial Purchase Payment allocated to this strategy that must be invested in GIF 8 to guarantee a return of principal and interest from GIF 8 at the end of the Guaranteed Period equal to your total initial Purchase Payment allocated to the strategy (less any applicable Contract fees charged to GIF 8 during the period). This guarantee is subject to the condition that you make no withdrawals or transfers from GIF 8 during the eight-year Guaranteed Period. The remainder of your initial Purchase Payment that you allocate to the Preservation+ Strategy is invested in the Division of the Separate Account that invests in the Index 500 Stock Portfolio. Under the Preservation+ Strategy, we guarantee the return of the amount you allocate to GIF 8 plus a fixed rate of interest on that amount (less any applicable Contract fees allocated to GIF 8). You assume the risk associated with the amount you invest in the Separate Account. We guarantee the return of your principal amount invested under the strategy. You also assume the risk that your investment in the Preservation+ Strategy may result in the return of only your principal amount invested under the strategy.

The Contract

Generally    The Contract is intended for retirement and long-term savings. The Contract provides for a death benefit during the years when funds are being accumulated and for a variety of income options following retirement. 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 under your Contract. Monthly Annuity Payments begin on the date you select. The amount you accumulate under your Contract, including the results of investment performance, will determine the amount of your monthly Annuity Payments. If, however, the Contract is owned by a non-natural person (e.g., a corporation or a trust), the tax deferral on earnings may be lost. While there are exceptions for certain employee benefit plans, any income on the Contract will generally be treated as ordinary income subject to annual taxation.

Certain provisions of the Contract may be different than the general description in this prospectus, and certain riders, options, or funds may not be available because of legal restrictions in your state. You should consult your Contract, as any such state variations will be included in your Contract or in riders or endorsements attached to your Contract.

Free Look    If you return the Contract within ten days after you receive it (or whatever period is required under applicable state law), we will send your money back. There is no charge

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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. In the event applicable state law requires us to return the full amount of your purchase payment, we will do so.

Contract Values    The value of your Contract on any Valuation Date is the sum of the following: (i) the value of your amounts held in the Divisions of the Separate Account on that Valuation Date; and (ii) the value of your amounts allocated to any Guaranteed Account, plus credited interest; less (iii) any withdrawals since that Valuation Date and any applicable MVA or charges under the Contract deducted since that Valuation Date. We use the “net investment factor” as a way to calculate the investment performance of a Division from valuation period to valuation period. For each Division, the net investment factor shows the investment performance of the underlying mutual fund Portfolio in which a particular Division invests, including the charges assessed against that Division for a given valuation period. The Portfolios will distribute investment income and realized capital gains to the Divisions, which we will reinvest in additional shares of those same Portfolios. Unrealized capital gains and realized and unrealized capital losses will be reflected by changes in the value of the shares held by the Division. We may surrender your Contract for its Contract Value (i.e., with no withdrawal charge), in accordance with applicable state law, if, before the Maturity Date no Purchase Payments have been received under the Contract for a period of two full years and both the Contract Value and the total Purchase Payments paid (less amounts withdrawn) are each less than $2,000.

Purchase Payments Under the Contract

Frequency and Amount    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 an initial Purchase Payment is $100. For front-load Contracts, the minimum initial Purchase Payment is $10,000. The minimum amount for each subsequent Purchase Payment for all Contracts is $25, although we may accept lower amounts in certain circumstances. We will accept larger purchase payments than the minimums, but total purchase payments under any Contract may not exceed $5,000,000 without our consent. For all Contracts, Purchase Payments may not exceed the applicable federal income tax limits. (See “Federal Income Taxes.”) You may not make Purchase Payments for back-load Contracts subject to Oregon law after the first Contract anniversary if the Maturity Date is earlier than the Contract anniversary nearest the Annuitant’s 98th birthday.

In certain situations, we may reduce or waive our minimums. For front-load Contracts, we may reduce the minimum initial purchase amount from $10,000 to no less than $5,000 provided you elect on your application to make additional subsequent Purchase Payments such that the total Purchase Payments you make on or before the first anniversary date of your Contract equal or exceed $10,000. Also, when initial Purchase Payments representing proceeds from rollovers or annuity exchanges are determined to satisfy the front-load Contract minimum based on values at the time you sign your application, but the amount subsequently received by us is less than the required minimum due to market value fluctuations and sales or administrative fees charged in connection with the rollover or exchange, we may reduce the required minimum by the sum of any such depreciation and fees.

Guaranteed Account Investment Minimums and Maximums    Guaranteed Accounts are subject to certain investment minimums and maximums in addition to those described above. Amounts that are applied to GIF 8 are subject to an investment minimum of $10,000, unless we consent to a lesser amount. We also limit the maximum amount that may be invested in the Guaranteed Accounts. Without our prior consent, no investment may cause the Accumulation Value of all Guaranteed Accounts (the sum of all applied amounts and credited interest, less fees and any amounts transferred or withdrawn) to exceed a maximum amount we specify in the Contract. For Contracts currently being issued, the maximum amount specified in the Contract is $100,000 ($50,000 for Contracts issued with a guaranteed minimum Declared Rate of 3%). However, our current practice (which we may change at any time without notice to you) is to permit a maximum amount of up to $1 million ($250,000 for Contracts issued in New York and $3 million for the GIF 8 with our prior consent), other than for (i) Contracts issued in New Jersey (where exceptions to the Contract maximum amount are not permitted) and (ii) Contracts issued with a guaranteed minimum Declared Rate of 3%. To the extent that an investment causes these maximum amounts to be exceeded, the excess amount would be invested in the Money Market Division of the Separate Account until you instruct us otherwise. Changes in the investment minimums and maximums will be applied on a prospective basis only and will not affect contract owners invested in the Guaranteed Accounts as of the date of such change. Contract owners who are invested in a Guaranteed Account and whose investment did not meet the new minimum investment requirement or whose investment exceeded the new maximum investment limit may continue to remain invested in the Account and would be able to continue to allocate purchase payments and transfers to that Account.

Application of Purchase Payments    We credit Net Purchase Payments, after deduction of any sales load, to the variable and/or fixed investment options as you direct. The application of Purchase Payments to the Guaranteed Account options are subject to special rules (see “The Investment Options—Fixed Options.”) We invest those assets allocated to the variable options in shares of those Portfolios that correspond to the applicable Division; the term “Accumulation Units” describes the value of this interest in the Separate Account. For the back-load Contracts, there are two types of Accumulation Units: “Class A” and “Class B.” We credit Class B Accumulation Units to your back-load Contract each time you make a Purchase Payment. We convert Class B Accumulation Units to Class A Accumulation Units on a basis that reflects the cumulative amount of Purchase Payments and the length

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of time that the amounts have been held under a back-load Contract. (See “Mortality Rate and Expense Risk Charges.”) Class B Accumulation Units are subject to a withdrawal charge while Class A Accumulation Units are not subject to such a charge.

Initial Net Purchase Payments allocated to a Division will be priced at the Accumulation Unit Value determined no later than two Valuation Dates after we receive at our Home Office or a lockbox facility we have designated both your initial Purchase Payment and your application in good order. “Good order” means that the application is complete and accurate and all applicable requirements are satisfied. If your application is not in good order, we may take up to five Valuation Dates to resolve the problem. If we are unable to resolve the problem within that time, we will notify you in writing of the reasons for the delay. If you revoke the consent given with your application to hold your initial Purchase Payment pending resolution of the problem, we will return your payment. Otherwise, the number of Accumulation Units you receive for your initial Net Purchase Payment will be determined based upon the valuation of the assets of that Division we make not later than two Valuation Dates following the date on which the problem is resolved and your application is put into good order. Although we do not anticipate delays in our receipt and processing of applications or Purchase Payment requests, we may experience such delays to the extent applications and Purchase Payments are not forwarded to our Home Office in a timely manner. Such delays could result in delays in the issuance of Contracts and the allocation of Purchase Payments under existing Contracts.

Subsequent Net Purchase Payments will be priced based on the next determined Accumulation Unit Value after the payment is received in good order either at the Home Office or a lockbox facility we have designated.

We deem receipt of a Purchase Payment to occur on a given Valuation Date if receipt occurs before the close of trading on the NYSE (typically, 4:00 p.m. Eastern Time). If receipt occurs on or after the close of trading on the NYSE, we deem receipt to occur on the following Valuation Date. You may send Purchase Payments to our Home Office or to a payment center designated by us. All payments must be made in U.S. Dollars payable through a U.S. financial institution. We accept Purchase Payments by check or electronic funds transfer (“EFT”). We do not accept third-party checks at the Home Office as part of the initial Purchase Payment. We will not accept cash, money orders, traveler’s checks, or “starter” checks received at the Home Office. If you make a Purchase Payment with a check or bank draft and, for whatever reason, it is later returned unpaid or uncollected, or if a Purchase Payment by EFT is reversed, we reserve the right to reverse the transaction. We also reserve the right to recover any resulting losses incurred by us by withdrawing a sufficient amount of Contract Value. We may reject any application or Purchase Payment for any reason permitted by law. We may also be required to provide additional information about you and your account to government regulators.

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). We determine the value by multiplying the value on the immediately preceding valuation date by the net investment factor for the division. The net investment factor takes into account the investment experience of the Portfolio, the deduction for mortality and expense risks we have assumed and a deduction for any applicable taxes or for any expenses resulting from a substitution of securities. 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.

Reduction or Waiver of Certain Charges    Sometimes sales of contracts to groups of similarly situated individuals or on behalf of such individuals in connection with certain arrangements, for example, trust arrangements, may lower our costs and expenses. We reserve the right to reduce or waive certain fees or charges when this type of sale occurs, where permitted by state law. We determine which groups and arrangements are eligible for this treatment based on criteria we establish, including but not limited to some or all of the following: the size or type of group or arrangement; the amount of expected Purchase Payments; any prior or existing relationship between us and the prospective purchaser(s); the length of time a group of contracts is expected to remain active; the purpose of the purchase and whether that purpose increases the likelihood that our expenses will be reduced; and any other factors that we believe indicate that costs and expenses may be reduced. We reserve the right to modify, suspend, or terminate any such determination or the treatment applied to a particular group at any time.

Maturity Date    Under Contracts currently offered, Purchase Payments may be made until the Maturity Date stated on the Contract’s specifications page or until Annuity Payments begin, whichever is earlier. Distributions may be required before the Maturity Date. (See “Minimum Distribution Requirements.”)

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, 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.

Reinvestment of Redemptions    In special limited circumstances, we will allow Purchase Payments to be made without the deduction of a sales load (or with a refund of a withdrawal charge) for those Contract Owners who make a Purchase Payment in connection with a request to void a redemption made within 60 days (or whatever period that may be required under applicable state law) of our receipt of the

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redemption request. Such Purchase Payments and the amount of any withdrawal charge deducted upon redemption will be reinvested at the accumulation unit value next determined for each investment option after our receipt of the signed request for reinvestment in good order at our Home Office. Purchase payments will be applied to the same investment option(s) from which the initial redemption(s) were made. We will not process a request for reinvestment where redemption proceeds were paid by check made payable to the Contract Owner and such check was cashed. Similarly, we may refuse to process requests for reinvestment where it is not administratively feasible. Any redemptions, whether paid by check, wire, or direct deposit, that—but for the Worker, Retiree, and Employer Recovery Act of 2008 would have been considered “required minimum distributions” (“RMDs”) for the 2009 calendar year—may be reinvested, as described above, without the deduction of a sales load so long as you request such reinvestment within 60 days of the date such distribution is made. Decisions regarding requests for reinvestment will take into consideration differences in costs and services and will not be unfairly discriminatory. For further information, contact your financial representative.

Access to Your Money

Withdrawals    Contract Owners may withdraw some or all of the Accumulation Unit value of their Contract at any time before the Maturity Date. We may require that a Contract Value of at least $2,000 remain after a partial withdrawal. You may instruct us how to allocate your partial withdrawal request among your investments in the Divisions and Guaranteed Accounts. If no direction is received, your withdrawal will be deducted proportionately from each of your investments.

Withdrawals from the GIF 8 may be subject to special withdrawal charges and an MVA. (See “Investment Options—The Fixed Options.”) Complete or partial withdrawals under back-load Contracts may be subject to a withdrawal charge. (See “Withdrawal Charges.”) Such withdrawals may be prohibited under the terms of your plan, and may also trigger certain tax penalties. (See “Federal Income Taxes.”)

Withdrawals may also be made after the Maturity Date. If Annuity Payments are being made under Variable Income Plan 1, the payee may surrender the Contract and receive the value of the Annuity Units credited to his or her Contract, less the applicable withdrawal charge. (See “Withdrawal Charges.”) In Oregon, no withdrawals may be made within the first five years after the date a Variable Income Plan 1 takes effect. If Annuity Payments are being made under Variable Income Plan 2 and the payee dies during the certain period (or if both payees die during the certain period of Variable Income 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 Variable Income Plans”.)

We may accept a withdrawal request (including an exchange) in writing, subject to our administrative procedures, which may include the proper completion of certain forms, the provision of appropriate identifying information, and other administrative requirements. We will process your request at the accumulation value next determined only after our receipt of your request in good order, which includes satisfaction of all our administrative requirements. Subject to our administrative procedures and our approval, you may request that a withdrawal be processed (or that a payment plan start) on a future date you specify. Otherwise, we will pay the amount of any withdrawal from the Separate Account within seven days (or whatever period that may be required under applicable state law) after we receive the request in good order unless the suspension of payments or transfers provision is in effect. You may revoke a request for withdrawal on a specified future date anytime prior to such future date. Subject to our rules, requirements, and availability, your Financial Representative may provide us with instructions on your behalf involving the frequency, amount, and destination of partial and complete withdrawals made under your Contract.

If mandated under applicable law, we may be required to block an Owner’s account and thereby refuse to pay any requests for transfer, partial withdrawal, surrender or death benefits, until instructions are received from the appropriate regulator. We may also be required to provide additional information about an Owner and an Owner’s account to government regulators.

Benefits Provided Under the Contracts

Subject to the restrictions noted below, we will pay the death benefits of a Contract in a lump sum or under the payment plans described below. We reserve the right to defer determination of the withdrawal value of the Contracts, or the payment of benefits under a Variable Income 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 pursuant to the provisions of the 1940 Act because of one or more of the following: (a) the NYSE is closed, except for routine closings on holidays or weekends; (b) the SEC has determined that trading on the NYSE is restricted; (c) the SEC permits suspension or postponement and so orders; (d) an emergency exists, as defined by the SEC, so that valuation of the assets of the Funds or disposal of securities they hold is not reasonably practical; or (e) such suspension or postponement is otherwise permitted by the 1940 Act.

Amount of the Death Benefit    If the Annuitant dies before the Maturity Date, the death benefit will not be less than the Contract Value next determined after we receive proof of death at our Home Office or, if later, the date on which a method of payment is elected. If we receive proof of death before the close of trading for the NYSE (typically 4:00 p.m. Eastern Time), we will determine the Contract Value using same-day pricing. If we receive proof of death on or after the close of trading on the NYSE, we will determine the Contract Value based on the value of the units in the Divisions determined at the close of the next regular trading session of the NYSE.

If the Primary Annuitant dies on or after his or her 75th birthday, the death benefit will be equal to the Contract Value

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(as described in the above paragraph.) If the Primary Annuitant dies before his or her 75th birthday, the death benefit, where permitted by state law, will equal the greater of the Contract Value or the amount of Purchase Payments we received, less an adjustment for every withdrawal. For each withdrawal we reduce the minimum death benefit by the percentage of the Contract Value withdrawn. There is no death benefit after Annuity Payments begin. (See “Payment Plans”.)

Guaranteed Minimum Death Benefit Examples

Set forth below are two numerical examples illustrating the effect of a withdrawal from the contract upon the minimum death benefit. The first example shows a hypothetical increase in Contract Value and a hypothetical withdrawal amount; the second shows a hypothetical decrease in Contract Value and a different hypothetical withdrawal amount (this method of calculating reductions has a greater effect on withdrawals when the death benefit exceeds the Contract Value):

	When Contract Value Exceeds Total Purchase Payments	When Contract Value is Less Than Total Purchase Payments
Total Purchase Payments	$50,000	$50,000
Guaranteed Minimum Death Benefit immediately before withdrawal	$50,000	$50,000
Contract Value at the time of withdrawal	$100,000	$40,000
Withdrawal Amount	$25,000	$10,000
Proportionate Adjustment for Withdrawal	($25,000/$100,000) x $50,000 = $12,500	($10,000/$40,000) x $50,000 = $12,500
Percentage Reduction in Death Benefit	25%	25%
Guaranteed Minimum Death Benefit immediately after the withdrawal	$50,000–$12,500 = $37,500	$50,000–$12,500 = $37,500

An enhanced death benefit (“EDB”) is available at extra cost. The EDB allows an Owner to “lock in” increases in Contract Value as measured on each Contract anniversary date prior to the Primary Annuitant’s 80th birthday, increased by the dollar amount of subsequent Purchase Payments and proportionally reduced for subsequent withdrawals, in determining the death benefit payable. The EDB also guarantees that the death benefit payable under the Contract will never be less than Purchase Payments made under the Contract (adjusted for any withdrawals). The EDB on any Valuation Date equals the greatest of (i) the Contract value on that date, (ii) the amount of Purchase Payments made under the Contract (adjusted for any withdrawals), or (iii) the highest Contract value on any Contract anniversary date prior to the Primary Annuitant’s 80th birthday, increased by any Purchase Payments we received since that Contract anniversary and decreased by the percentage of Contract value withdrawn since that Contract anniversary. We deduct the extra cost for the EDB from the Contract Value on each Contract anniversary while the EDB is in effect. (See “Enhanced Death Benefit Charge.”) The EDB is available through issue age 65 (i.e., the application must be approved no later than six months following the Primary Annuitant’s 65th birthday) and must be elected when the Contract is issued. The EDB will remain in effect until the Maturity Date or the death of the Primary Annuitant or if you ask us to remove it from your Contract. You cannot add it to your Contract again after it has been removed.

Enhanced Death Benefit Examples

Set forth below is a numerical example demonstrating the calculation of the enhanced death benefit (assuming an initial purchase payment of $100,000 with no subsequent purchase payments and no withdrawals):

Contract Anniversary	Contract Value	Enhanced Death Benefit
First	$120,000	$120,000
Second	$130,000	$130,000
Third	$110,000	$130,000

Set forth below is an example showing the calculation of both the death benefit and the enhanced death benefit for a contract with a subsequent purchase payment and a withdrawal (for illustrative purposes, the contract values are hypothetical and no annual fees are taken into account):

Date-Activity	Contract Value	Death Benefit	Enhanced Death Benefit
1/1/2007–$100,000 Initial Purchase Payment	$100,000 (immediately after Purchase Payment)	$100,000	$100,000
1/1/2008–$50,000 Purchase Payment	$120,000 (immediately before Purchase Payment)	$150,000 (i.e., the sum of the two Purchase Payments)	$170,000 (i.e., the highest anniversary account value plus the $50,000 Purchase Payment)
6/1/2008–$20,000 withdrawal	$125,000 (immediately before the withdrawal)	(1–$20,000/$125,000) x $150,000 = $126,000 (immediately after the withdrawal)	(1–$20,000/$125,000) x $170,000 = $142,800 (immediately after the withdrawal)

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Distribution of the Death Benefit    If the Owner is the Annuitant and the Owner dies before the Maturity Date, the Beneficiary automatically becomes the new Owner and Annuitant, and the Contract continues in force unless the Owner elected a payment plan for the Beneficiary. The Beneficiary may also elect to receive the death benefit under a payment plan (See “Payment Plans”) or in a lump sum. We will pay the death benefit, if the amount meets the criteria set by the Company, in a lump sum by establishing an interest-bearing account, called the Northwestern Access Fund, for beneficiaries in the amount of the death benefit, unless elected otherwise. Account information, along with a book of drafts (which will function like a checkbook), will be sent to the beneficiary, and the beneficiary will have access to funds in the account simply by writing a draft for all or part of the amount of the death benefit (or other available balance), and depositing or using the draft as desired. When the draft is paid through the bank that administers the account for us, the bank will receive the amount the beneficiary requests as a transfer from our General Account. The Northwestern Access Fund is part of our General Account. It is not a bank account, and it is not insured by the FDIC or any other government agency. As part of our General Account, the Northwestern Access Fund is backed by the financial strength of Northwestern Mutual, although it is subject to the claims of our creditors. We may make a profit on all amounts held in the Northwestern Access Fund.

In any event, the Beneficiary must take distributions from the Contract pursuant to the applicable minimum distribution requirements. (See “Minimum Distribution Requirements.”) If the Owner is not the Annuitant and the Annuitant dies before the Maturity Date, the contingent Annuitant automatically becomes the new Annuitant and the Contract continues in force. If no contingent Annuitant is named within 60 days (or whatever period that may be required under applicable state law) after we receive proof of death of the Annuitant, the death benefit becomes payable to the Owner. If the Contract continues in force, we will set the Contract Value at an amount equal to the death benefit (pursuant to the terms of your Contract, the Contract Value will remain invested in the same investment options as those at the time of the Annuitant's death until such time as the Beneficiary elects to transfer to different investment options or to make a withdrawal). If this results in an addition to the Contract Value, we will place the additional amount in the Money Market Division and you may transfer it to the Divisions you choose or to a Guaranteed Account (transfers to a GIF 8 in this circumstance are allowed only if no funds are invested in the GIF 8 on the death of the Annuitant). (See “Transfers Between Divisions” and “Payment Plans”.)

Payment Plans (or “Income Plans”)

Generally    If you decide to begin receiving monthly Annuity Payments from your Contract, you may choose one of three Annuity Payment plans (referred to as “Income Plans”):

(1) monthly payments for a specified period;

(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.

These Income Plans are available to you on a variable or fixed basis, depending on applicable state law. While no charges are assessed on fixed income plans, we will continue to assess mortality rate and expense risk charges on variable income plans. You will also continue to incur the fees and expenses of the underlying Portfolios in which you direct the assets supporting your Payment Plan be invested. The Fixed Income Plans are not described in this prospectus. If you select a Fixed Income Plan, we will cancel any Accumulation Units credited to your Contract, transfer the withdrawal value of the Contract to our General Account, and you will no longer have any interest in the Separate Account. We may make a withdrawal charge in determining the withdrawal value. (See “Withdrawal Charges.”) Your interest, if any, in our General Account would also include the value of any amounts allocated to any Guaranteed Account, plus credited interest, less any withdrawals you have made and any applicable MVA.

A Variable Income Plan means that the amount representing the actuarial liability under the Variable Income Plan will continue to be invested in one or more of the investment choices you select. Your monthly Annuity Payments will vary up or down to reflect continuing investment performance. Under a Variable Income 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. A Fixed Income Plan, on the other hand, guarantees the amount you will receive each month. For a discussion of tax considerations and limitations regarding the election of Income Plans, see “Federal Income Taxes.”

On the Maturity Date, if you have not elected a permissible Income Plan (i.e., one offered by the Company for your Contract), we will change the Maturity Date to the Contract anniversary nearest the Annuitant’s 98th birthday (if the Maturity Date is not already such date) and, upon that Maturity Date, we will pay the Contract Value in monthly payments for life under a Variable Income Plan with payments certain for ten years, using your investment choices then in effect. In addition, upon the Maturity Date, expiration of a Guaranteed Period, or when you elect a Variable Income Plan, any amounts in a Guaranteed Account will be transferred to the Money Market Portfolio unless you instruct us otherwise.

Description of Variable Income Plans    The following Variable Income Plans are available:

1. Period Certain (sometimes referred to as Installment Income for a Specified Period.)    An annuity payable monthly for a specified period of 10 to 30 years during the first five Contract years and over a specified period of 5 to 30 years beginning with the sixth Contract year.

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2. Single Life Income with or without Period Certain (sometimes referred to as Single Life Income 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. You may select a certain period of either 10 or 20 years, or you may choose a plan with no certain period. After the payee’s death, we will make any remaining guaranteed payments to the designated beneficiary.

3. Joint and Survivor Life Income with Period Certain (sometimes referred to as Joint and Survivor Life Income 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, subject to applicable state law, limit the election of a Variable Income Plan to one that results in an initial payment of at least $20. A Variable Income Plan will continue even if payments fall to less than $20 after the plan begins. From time to time we may establish Variable Income 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 plans, with provisions and rates we publish for those plans.

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 (i.e., Plans 2 or 3) 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 may permit other transfers between payment plans, subject to such limitations we may reasonably determine. Generally, however, we permit neither withdrawals from a payment plan involving a life contingency nor transfer to a payment plan that does not involve the same life contingency. Income plans for Beneficiaries may differ from those offered to Owners. At the written request of the Owner, we may impose restrictions on payments to beneficiaries.

Amount of Annuity Payments    We will determine the amount of the first Annuity Payment on the basis of the particular Variable Income Plan you select, the Annuity Payment rate (i.e., the stream of projected annuity payments based on an actuarial projection of the length of time annuity payments will continue as well as other factors including the assumed investment rate) and, for plans involving life contingencies, the Annuitant’s adjusted age. We will calculate the amount of the first Annuity Payment on a basis that takes into account the length of time over which we expect Annuity Payments to continue. The first payment will be lower for an Annuitant who is younger when payments begin, and higher for an Annuitant who is older, if the Variable Income Plan involves life contingencies. The first payment will be lower if the Variable Income Plan includes a longer certain period. 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 actuarial value of a Variable Income Plan’s interest in a Division of the Separate Account after Annuity Payments begin. Class A Accumulation Units become Class A Annuity Units and Class B Accumulation Units become Class B Annuity Units on the Maturity Date.

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 Variable Income 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.

Deductions

We will make the following deductions:

Sales Load    For the front-load Contract we deduct a sales load from all Purchase Payments we receive. The sales load compensates us for the costs we incur in selling the Contracts. We will pay any excess of distribution expenses over sales loads from our general assets. These assets may include proceeds from the charge for mortality rate and expense risks described below. 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
First $100,000	4.5%
Next $400,000	2.0%
Balance over $500,000	1.0%

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Contract Fee    On each Contract anniversary prior to the Maturity Date, we make a deduction of $30 for administrative expenses relating to the Contracts during the prior year. We cannot increase this charge. 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 a Guaranteed Account as though it were an investment of the same amount in one of the Separate Account Divisions, except that no amount will be taken from a GIF 8 unless insufficient value exists in the GIF 1 and the Separate Account Divisions. This fee 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 $25,000 or more.

Mortality Rate and Expense Risk Charges

Nature and Amount of the Charges    When we determine the value of Accumulation and Annuity Units, we deduct a charge for mortality rate and expense risks we have assumed. We assume, for example, the risk that Annuity Payments will continue for longer periods than anticipated because the Annuitants as a group live longer than expected. We also assume the risk that the charges we make may be insufficient to cover the actual costs we incur in connection with the Contracts, including other costs such as those related to marketing and distribution. We assume these risks for the duration of the Contract. In case these costs exceed the amount of the charges we collect, the costs will be paid out of our general assets. If the amount of the charge is more than sufficient to cover the mortality and expense risk, any excess may be used for any Company purpose.

For the front-load Contract, the deduction from Accumulation Units and Annuity Units is at a current annual rate of 0.50% of the assets of the Separate Account. For the back-load Contract, the deduction for Class B Accumulation Units and Class B Annuity Units is at a current annual rate of 1.25% of the assets of the Separate Account; the deduction for Class A Accumulation Units and Class A Annuity Units is at a current annual rate of 0.50% of the assets of the Separate Account. While our Board of Trustees may increase or decrease such deductions, in no event may the deduction exceed an annual rate of 0.75% for the front-load Contract, 1.50% for the back-load Contract Class B Accumulation and Annuity Units, and 0.75% for the back-load Contract Class A Accumulation and Annuity Units.

Reduction of the Charges    For the back-load Contracts, we convert Class B Accumulation Units to Class A Accumulation Units on a Contract anniversary if the Contract Value is at least $25,000 and the Purchase Payment which paid for the Class B Accumulation Units has reached “Category Zero,” that is, its withdrawal charge rate is 0%. (See “Withdrawal Charges.”) As a result of the conversion, the mortality rate and expense risks charge is reduced from 1.25% to 0.50% on these units based on current rates. The conversion amount includes the purchase payment in Category Zero and a proportionate share of investment earnings. We allocate the conversion amount proportionately to each Division, and we adjust the number of Accumulation Units in each Division to reflect the relative values for Class A and Class B Accumulation Units on the date of the conversion. The same conversion process and a similar result applies to amounts in a Guaranteed Account. We do not convert Class A Accumulation Units back to Class B Accumulation Units even if the value of your Contract falls below $25,000. We do not convert Annuity Units from Class B to Class A.

Other Expense Risks    The value of your Contract may reflect a deduction of any reasonable expenses which may result if there were a substitution of other securities for shares of the Portfolios as described under “The Separate Account” 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 Separate Account, other than applicable premium taxes which we may deduct directly from considerations. We do not presently anticipate that we will make any deduction for federal income taxes (see “Taxation of Northwestern Mutual”), nor do we anticipate that maintenance or operation of the Separate 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 Separate Account or to deduct any such tax liability in the computation of the value of such Contracts. Our right to make deductions for expenses resulting from a substitution of securities may be restricted by the 1940 Act.

Withdrawal Charges

Withdrawal Charge Rates    When not waived (as described below), we assess certain withdrawal charges if you elect to withdraw Class B Accumulation Units for cash. Such charges compensate us for expenses associated with the sales of the Contracts, including sales commissions. We base the withdrawal charge on purchase payments made according to the categories and rates in the following table:

Category	Withdrawal Charge Rate
8,7, 6	6	%
5	5	%
4	4	%
3	3	%
2	2	%
1	1	%
0	0	%

We base the amount in each Category (i.e., the number of years remaining in a withdrawal charge period for a particular Purchase Payment) on cumulative Purchase Payments you have made and on the number of Contract anniversaries that have occurred since you made each Purchase Payment. The first $100,000 of total Purchase Payments paid over the life of the Contract start in Category Eight, the next $400,000 start in Category Four, and all additional Purchase Payments paid start in Category Two. 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

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all the results calculated by multiplying the amount in each Category by the Rate for that Category. The amounts we use will be taken first from the withdrawal charge free amount; next from the Class A Accumulation Units; next from the Class B Accumulation Units in the order that produces the lowest withdrawal charge; and last from any remaining value in the Contract.

For example, suppose a back-load contract has an initial Purchase Payment of $400,000 and is allocated among the Division(s) of the Separate Account. The first $100,000 begins in withdrawal charge category 8 and the remaining $300,000 begins in withdrawal charge category 4. The withdrawal charge in the first year would be not more than $18,000, i.e., 4% of $300,000 plus 6% of $100,000. Suppose no further Purchase Payments and no withdrawals during the first four years. The $100,000 that was in category 8 at issue would have moved down one category each Contract anniversary such that it would move to category 4 on the fourth Contract anniversary. The $300,000 that was in category 4 at issue would move to category zero. Suppose the Contract value on the fourth anniversary was $600,000. Because 75% of the Purchase Payments ($300,000/$400,000) are moving to category zero, 75% of the Contract value ($450,000) would convert to Class A Accumulation Units and 25% ($150,000) would remain as Class B Accumulation Units. For a withdrawal occurring within the next year, the first $15,000 (10% of $150,000) would be withdrawn from Class B with no withdrawal charge. The next amount withdrawn would be the Contract value attributable to Class A Accumulation Units with no withdrawal charge. The next $100,000 withdrawn (from Class B) would be subject to a 4% withdrawal charge. The withdrawal charge for a full withdrawal would be not more than $4,000. A withdrawal charge is not assessed on any earnings.

To illustrate withdrawal charges on partial withdrawals, consider the following example. Supposed a back-load contract has an initial Purchase Payment of $100,000. On the second contract anniversary, the owner withdraws $20,000, but because of market appreciation, the Contract value at the time of the withdrawal equals $120,000. Of the total $20,000 withdrawal, the free partial withdrawal amount is $12,000 (10% of $120,000). The withdrawal charge on the remaining $8,000 is $480 (6% of $8,000). Now assume that on the third contract anniversary, the owner wishes to withdraw the entire account value. At that time, the contract value equals $110,000. The free partial withdrawal amount is $11,000 (10% of $110,000). On the next $92,000 [$100,000 (the amount of the purchase payments) less $8,000 (the amount on which a withdrawal charge has already been assessed)], the withdrawal charge assessed is $4,600 (5% of $92,000). On the rest of the remaining account value, (i.e., $7,000) the withdrawal charge is $0. Because we used the $8,000 of purchase payments to determine the charge on the second anniversary, we will not use that amount again for this withdrawal.

Waiver of Withdrawal Charges    When we receive proof of death of the Primary Annuitant, we will waive withdrawal charges applicable at the date of death by moving Purchase Payments received prior to the date of death to Category Zero. We will also waive the withdrawal charge if the Primary Annuitant has a terminal illness, or is confined to a nursing home or hospital after the first Contract year, in accordance with the terms of the Contract and applicable state law. You may not make Purchase Payments after we are given proof of a terminal illness or confinement. We also do not assess withdrawal charges on the Maturity Date for Contracts subject to Oregon, Texas ,and Utah law.

A “withdrawal charge free” amount is available under a Contract if the Contract Value is at least $10,000 on the Contract anniversary preceding the withdrawal. For each Contract year after the first one, the withdrawal charge free amount is 10% of the value of the Class B Accumulation Units on the last Contract anniversary. We will make no withdrawal charge when you select a Variable Income 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 Income Plan which is not contingent on the payee’s life (i.e., Plan 1).

For Fixed Income Plans, the Contract provides for deduction of the withdrawal charge when the Income Plan is selected. By current administrative practice, so long as the Contract has been in force for at least one full year, we will waive the withdrawal charge if you select a Fixed Income Plan for a certain period of 12 years or more or any Fixed Income Plan which involves a life contingency.

As a matter of administrative practice, which we reserve the right to change at any time in our sole discretion, we are currently waiving withdrawal charges for Required Minimum Distributions (except for withdrawals from GIF 8) when submitted on our Required Minimum Distribution Request form. For Contract Owners or Beneficiaries affected by section 201 of the Worker, Retiree, and Employer Recovery Act of 2008 (the “Act”), we will waive withdrawal charges during the 2009 calendar year for withdrawals in an amount that, but for the Act, would have been Required Minimum Distributions (except for withdrawals from GIF 8) using the RMD form described above.

Withdrawal Charges and Our Distribution Expenses    The amount of withdrawal charges we collect from the back-load Contracts as a group will depend on the volume and timing of withdrawal transactions. We are unable to determine in advance whether this amount will be greater or less than the distribution expenses we incur in connection with those Contracts, but based on the information presently available we believe it is more likely than not that distribution expenses we incur will be greater than the withdrawal charges we receive. We bear this risk for the duration of the Contracts. We will pay any excess of distribution expenses over withdrawal charges from our general assets. These assets may include proceeds from the charge for mortality rate and expense risks described above.

Special Withdrawal Charges and Rules Applicable to Guaranteed Accounts     See “The Investment Options—Fixed Options” for special withdrawal charges and rules applicable to investments in the GIF 8.

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Other Charges

Enhanced Death Benefit Charge     On each Contract anniversary on which the enhanced death benefit is in effect, we deduct from the Contract Value a charge based on the amount of the enhanced death benefit on the Contract Anniversary and the age of the Annuitant when the Contract was issued. The charge is 0.10% of the amount of the enhanced death benefit for issue age 45 or less, 0.20% for issue age 46-55, and 0.40% for issue age 56-65. This charge is for the risks we assume in guaranteeing the enhanced death benefit. Except for some Contracts subject to New York law, we deduct the charge from the Divisions of the Separate Account and the Guaranteed Accounts in proportion to the amounts you have invested. (For New York front and back load Contracts issued on or after 1/16/04 and for Washington front load Contracts issued on or after 11/16/04, the charge is deducted only from the Separate Account Divisions and not from the Guaranteed Account(s).)

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 1% of total Purchase Payments. 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.

Portfolio Expenses and Charges    The expenses borne by the Portfolios in which the assets of the Separate Account are invested are described in the attached mutual fund prospectuses.

Expedited Delivery Charge    When, at your request, we incur the expense of providing expedited delivery of your redemption request (e.g., a complete or partial withdrawal) we assess the following charges: $15 for express mail delivery (plus $2 for “signature required” service) and $15 for a wire transfer.

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 $49,000 or 100% of compensation or earned income up to $245,000 (dollar amounts as indexed for 2009). The employer’s deduction for contributions is limited to 25% of eligible payroll.

Salary reduction contributions made under a cash or deferred arrangement (401(k) plan) are limited to $16,500 in 2009, indexed thereafter. This annual dollar limit applies to the aggregate of all “elective deferrals” to a Roth 401(k) plan and all tax-favored plans of the employee. Employees who are age 50 or over may also make a catch up contribution of $5,500 for 2009, indexed thereafter. In addition, certain declared federal disaster relief or military service provisions may supplement this information.

Qualified plans are subject to minimum coverage, nondiscrimination and spousal consent requirements. In addition, “top heavy” rules apply if more than 60% of the present value of the cumulative accrued benefits or the aggregate of the account balances 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 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 Annuity Payment which represents the ratio of the employee’s “investment in the contract” to the employee’s “expected return” as defined in Section 72, until the entire “investment in the contract” is recovered. Benefits paid in a form other than Annuity Payments will be taxed as ordinary income when received except for that portion of the payment, if any, which represents a pro rata return of the employee’s “investment in the contract.” Benefits received as a “lump sum distribution” by individuals born before January 1, 1936 may be eligible for a separate tax averaging calculation. 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 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 may be taxable as ordinary income depending on the amount and terms of the loan.

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Benefit payments will be subject to mandatory 20% withholding unless the payments are rolled over directly to traditional IRA or “eligible employer plan” that accepts rollovers. An “eligible employer plan” includes a tax-qualified plan, an individual retirement arrangement, a tax-deferred annuity, or a governmental Section 457 plan. Exceptions apply if benefits 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, are “required minimum distributions,” or are due to hardship.

Minimum Distribution Requirements    As a general rule, the Plan is required to make certain required minimum distributions to the employee during the employee’s life and to the employee’s beneficiary following the employee’s death. If a portion or all of the distribution is less than the required minimum distribution, a 50% penalty tax may be imposed on the person who should have received the payment for the shortfall amount. However, the Worker, Retiree, and Employer Recovery Act of 2008, enacted on December 23, 2008, provides for a temporary waiver of the minimum distribution requirement for the 2009 calendar year.

The Plan must make the first required distribution no later than the “required beginning date” and subsequent required distributions by December 31 of that year and each year thereafter. Payments must be calculated according to the Uniform Table provided in IRS regulations, which provides divisors based on the joint life expectancy of the employee and an assumed beneficiary who is ten years younger, provided, however, that where the beneficiary is the Owner’s spouse and the spouse is more than ten years younger than the Owner, distributions may be based upon their joint life expectancy instead of the Uniform Table. The required beginning date is April 1 of the calendar year following the later of the calendar year in which the employee attains age 70 ¹/2 or, if the employee is not a “5% owner” of the employer, the calendar year in which the employee retires.

If the employee dies before the required beginning date, the Plan must make distributions under one of two main rules: (1) the life expectancy rule, or (2) the five year rule.

(1) Life Expectancy Rule:    A beneficiary may take distributions based on the beneficiary’s life or life expectancy. Generally, distributions must commence by December 31 of the year following the year of the employee’s death. (See below for exception for spouse beneficiary.)

(2) Five Year Rule:    A beneficiary may elect to withdraw the entire account balance over five years, completing distribution no later than December 31 of the year containing the fifth anniversary of the employee’s death.

A nonspouse designated beneficiary may directly roll over (i.e., trustee-to-trustee transfer) the death proceeds to an inherited IRA. The nonspouse designated beneficiary is then required to take distributions pursuant to the minimum distribution requirements discussed above.

Spousal Exceptions:    If the employee’s spouse elects the life expectancy rule, distributions do not need to begin until December 31 of the year following the year of the employee’s death or, if later, by the end of the year the employee would have attained age 70 ¹/2.

Alternatively, the spouse may roll over the Contract into an IRA owned by the spouse or to any other plan in which the spouse participates that accepts rollovers. The spouse may then defer distributions until the spouse’s own required beginning date.

If the employee dies after distributions have begun, but before the entire interest is distributed, the remaining portion of the interest must be distributed at least as rapidly as under the method of distribution permitted under IRS regulations as of the date of the employee’s death.

Taxation of Northwestern Mutual

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 Separate Account. We are currently making no charge. (See “Deductions.”)

Other Considerations

You should understand that the tax rules for annuities and qualified plans, including but not limited to 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. The foregoing discussion does not address special rules applicable in many situations, rules governing Contracts issued or purchase payments made in past years, current legislative proposals or state or other law. This tax discussion is intended for the promotion of Northwestern Mutual Life products. It does not constitute legal or tax advice, and is not intended to be used and cannot be used to avoid any penalties that may be imposed on a taxpayer. Taxpayers should seek advice based on their particular circumstances from an independent tax advisor. Before you purchase a Contract, we advise you to consult qualified tax counsel.

24

Account A Prospectus

Contract Owner Services

Automatic Dollar-Cost Averaging    The Dollar-Cost Averaging Plan is an investment strategy designed to reduce the investment risks associated with market fluctuations. The strategy spreads the allocation of money (expressed in whole percentages and in amounts of at least $100) into the Divisions over a period of time by systematically and automatically transferring, on a monthly, quarterly, semi-annual, or annual basis, specified dollar amounts from the Money Market Division into the other Division(s). This allows you to potentially reduce the risk of investing most of your Purchase Payments into the Divisions at a time when prices are high. Transfers will end either when the amount in the Money Market Division is depleted or when you notify us to stop such transfers, whichever is earlier. There is no charge for the Dollar-Cost Averaging Plan. We reserve the right to modify or terminate the Dollar-Cost Averaging Plan at any time.

Dollar cost averaging does not assure a profit or protect against loss in a declining market. Carefully consider your willingness to continue payments during periods of low prices.

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. The withdrawals may be taken either proportionately from each investment option or from specific investment options you designate, except that proportionate deductions are not made from a multi-year Guaranteed Account unless amounts in the other investment options are insufficient to cover the requested withdrawal. Systematic withdrawals continue until at least one of the following occurs: (1) the amount in any of the selected Portfolios or Guaranteed Accounts is depleted; (2) less than 100 Accumulation Units remain in the Contract; (3) a systematic withdrawal plan terminates; (4) when the final amount is distributed and there is no value left in the Contract (in which case the Contract will terminate); or (5) you terminate systematic withdrawals. We may deduct a withdrawal charge from any amount you withdraw in excess of your free withdrawal amount, and you may have to pay income taxes and tax penalties on amounts you receive. There is no charge for the Systematic Withdrawal Plan service. We reserve the right to modify or terminate this Systematic Withdrawal Plan at any time.

Automatic Required Minimum Distributions (“RMD”)    You can arrange for annual required minimum distributions to be sent to you automatically once you turn age 70 ¹/2.

Special Withdrawal Privilege    You can withdraw 10% of the Contract’s accumulation value without a surrender charge, if the Contract has at least a $10,000 balance, beginning on the first Contract anniversary.

Portfolio Rebalancing    To help you maintain your asset allocation over time, we offer a rebalancing service. This will automatically readjust your current investment option allocations, on a periodic basis (i.e., monthly, quarterly, semi-annually, or annually), back to the allocation percentages you have selected. There is no charge for this Portfolio Rebalancing feature. We reserve the right to modify or terminate this Portfolio Rebalancing feature at any time. If you transfer between underlying investment options, automatic portfolio rebalancing (“APR”) will ordinarily end and you will need to make a new APR election if you want APR to continue.

Only Contracts with accumulation values of $10,000 or more or those Contracts that have been annuitized are eligible. Portfolio rebalancing may only be used with the variable, not the fixed, investment options.

A program of regular investing cannot assure a profit or protect against loss in a declining market.

Interest Sweeps    If you select this service we will automatically sweep or transfer interest from the GIF 1 to any combination of Divisions. Interest earnings can be swept monthly, quarterly, semi-annually or annually. Transfers (which must be expressed in whole percentages) will end either on a date you specify or when the amount of interest being transferred is less than $25, whichever is earlier.

Only Contracts with $10,000 or more in the GIF 1 are eligible. (Interest sweeps are not available for amounts in the GIF 8.) The amount and timing restrictions that ordinarily apply to transfers between the GIF 1 and the investment Divisions do not apply to interest sweeps.

Owner Inquiries    Get up-to-date information about your Contract at your convenience with your Contract number and your Personal Identification Number (PIN). Call Northwestern Mutual Express toll-free at 1-800-519-4665 to review contract values and unit values, transfer among investment options, change the allocation and obtain Division performance information. You can also visit our website (www.nmfn.com) to access Fund performance information, forms for routine service, and daily unit values for Contracts you own with your User ID and password. Eligible Owners may also transfer invested assets among Divisions and change the allocation of future contributions online. For enrollment information, please contact us at 1-888-455-2232.

Account A Prospectus

25

Additional Information

The Distributor    We sell the Contracts through our Financial Representatives who also are registered representatives of Northwestern Mutual Investment Services, LLC (“NMIS”). NMIS, our wholly-owned company, was organized under Wisconsin law in 1998 and is located at 611 East Wisconsin Avenue, Milwaukee, Wisconsin 53202. NMIS is a registered broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority. NMIS is the principal underwriter of the Contracts, and has entered into a Distribution Agreement with us.

Under the Distribution Agreement, the Company receives all sales loads and withdrawal charges, and pays NMIS an annual fee based upon NMIS’ actual expenses in the performance of the services NMIS performs under the Distribution Agreement, including all compensation payable to its registered representatives. Commissions paid to the agents on sales of the Contracts are calculated partly as a percentage of purchase payments and partly as a percentage of Contract values for each Contract year.

Northwestern Mutual variable insurance and annuity products are available exclusively through NMIS and its registered representatives and cannot be held with or transferred to an unaffiliated broker-dealer. Except in limited circumstances, NMIS registered representatives are required to offer Northwestern Mutual variable insurance and annuity products. The amount and timing of sales compensation paid by insurance companies varies. The commissions, benefits, and other sales compensation that NMIS and its registered representatives receive for the sale of a Northwestern Mutual variable insurance or annuity product might be more or less than that received for the sale of a comparable product from another company.

Because registered representatives of the Distributor are also our appointed agents, they may be eligible for various cash benefits, such as bonuses, insurance benefits, retirement benefits, and non-cash compensation programs that we offer, such as conferences, achievement recognition, prizes, and awards. In addition, Distributor's registered representatives who meet certain productivity, persistency and length of service standards and/or their managers may be eligible for additional compensation. For example, registered representatives who meet certain annual sales production requirements with respect to their sales of Northwestern Mutual insurance and annuity products may qualify to receive additional cash compensation for their other sales of investment products and services. Sales of the Contracts may help registered representatives and/or their managers qualify for such compensation and benefits. Certain of the Distributor's registered representatives may receive other payments from us for the recruitment, training, and supervision of Financial Representatives, production of promotional literature, and similar services. Commissions and other incentives and payments described above are not charged directly to Owners or to the Separate Account. We intend to recoup sales expenses through fees and charges deducted under the Contract.

Terminal Illness Benefit    Withdrawal charges are waived if the Primary Annuitant is terminally ill (as defined in the Terminal Illness Benefit Rider) and has a life expectancy of 12 months or less (or whatever period that may be required under applicable state law). No withdrawal charge will be waived if the determination of terminal illness is made before the Contract was issued. No Purchase Payments may be made to the Contract once proof of terminal illness is provided to the Company.

Nursing Home Benefit    Withdrawal charges are waived after the first Contract anniversary if the Primary Annuitant’s confinement is medically necessary for at least 90 consecutive days (or whatever period that may be required under applicable state law) on a 24 hour per day basis in a licensed nursing facility or hospital (as defined in the Nursing Home Benefit Rider). No withdrawal charge will be waived if the confinement began before the Contract was issued. No Purchase Payments may be made to the Contract once proof of confinement is provided to the Company. A request for waiver of withdrawal charges must be made no later than 90 days (or whatever period that may be required under applicable state law) following the date confinement ended.

The Terminal Illness and Nursing Home Benefits are not available in Massachusetts, New Jersey, and New York.

Voting Rights    As long as the Separate Account continues to be registered as a unit investment trust under the 1940 Act, and as long as Separate Account assets of a particular Division are invested in shares of a given Portfolio, we will vote the shares of that Portfolio held in the Separate Account in accordance with instructions we receive from (i) the Owners of Accumulation Units supported by assets of that Division; and (ii) the payees receiving payments under Variable Income Plans supported by assets of that Division. Periodic reports relating to the Portfolios, proxy material, and a form (on which one can give instructions with respect to the proportion of shares of the Portfolio held in the Account corresponding to the Accumulation Units credited to his Contract, or the number of shares of the Portfolio held in the Account representing the actuarial liability under the Variable Income Plan, as the case may be) will be made available to each Owner or payee. The number of shares will increase from year to year as additional purchase payments are made by the Contract Owner; after a Variable Income Plan is in effect, the number of shares will decrease from year to year as the remaining actuarial liability declines. We will vote shares for which no instructions have been received and shares held in our General Account in the same proportion as the shares for which instructions have been received from Contract Owners and payees. Because of this proportional voting requirement, it is possible that a small number of Contract Owners and payees could determine the outcome of a particular vote.

Dividends    This Contract is eligible to share in the divisible surplus, if any, of the Company, except while payments are being made under a Variable Income Plan. Each year we determine, in our sole discretion, the amount and appropriate

26

Account A Prospectus

allocation of divisible surplus. Divisible surplus credited to your Contract is referred to as a “dividend.” There is no guaranteed method or formula for the determination or allocation of divisible surplus. The Company's approach is subject to change. There is no guarantee of a divisible surplus. Even if there is a divisible surplus, the payment of a dividend on this Contract is not guaranteed. It is not expected that any dividends will be payable on this Contract, except, possibly, on certain fixed installment plans.

We will credit dividends, if any, attributable to your Contract on the Contract anniversary. Dividends, if any, credited prior to the Maturity Date will be applied as a Net Purchase Payment on the Contract anniversary unless the Owner elects to have the dividend paid in cash. However, if the NYSE is closed on the Contract Anniversary, the amount of any dividend will be applied as of the next Valuation Date after the Contract anniversary. Dividends, if any, applied as a Net Purchase Payment will be allocated to the Divisions of the Separate Account according to the allocation of Net Premiums then in effect.

Dividends for Contracts Issued Prior to March 31, 2000    During the year 2009 we are paying dividends on approximately 38% of the inforce variable annuity contracts we issued prior to March 31, 2000. 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 these 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 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 $25,000, and over 90% of those with a value above $25,000 will receive dividends. The expected dividend payout for the year 2009 represents about 0.62% 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 0.75%.

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.

Internal Annuity Exchanges    As a matter of current practice, which we may limit or stop at any time in our discretion, we permit owners of certain fixed and variable annuity contracts that we have previously issued to exchange those contracts for front-load or back-load Contracts without paying a second charge for sales expenses. Such exchanges are not intended to be available for all owners, as they may not be in a particular owner’s best interest. We are not presently charging an administrative fee on these transactions. We permit only one such transaction in any 12-month period.

In general, amounts exchanged from a contract with a withdrawal charge to a new back-load Contract are not assessed a withdrawal charge when the exchange is effected; rather, premium payments are placed in the same withdrawal charge category under the new back-load Contract as they were before the exchange (any appreciation attributable to the premium payments is not subject to withdrawal charges). A similar rule applies to amounts exchanged from a front-load Contract to a new back-load Contract (i.e., no withdrawal charge or sales load will be charged on premium payments and any appreciation attributable thereto that are exchanged into a new back-load contract) and to amounts exchanged from a front- load Contract to a new front-load Contract (i.e., no second front-load will be charged on amounts exchanged from an existing front- load Contract to a new front-load Contract). Fixed Annuity Contracts, which are not described in this prospectus, are available in exchange for the Contracts on a comparable basis.

Legal Proceedings    Northwestern Mutual, like other life insurance companies, is ordinarily involved in litigation. Although the outcome of any litigation cannot be predicted with certainty, we believe that, as of the date of this prospectus, there are no pending or threatened lawsuits that will have a materially adverse impact on the ability of Northwestern Mutual to meet its obligations under the Contract, on the Separate Account, or on NMIS and its ability to perform its duties as underwriter for the Separate Account.

Table of Contents for Statement of Additional Information

	Page
DISTRIBUTION OF THE CONTRACTS	B-3
DETERMINATION OF ANNUITY PAYMENTS	B-3
Amount of Annuity Payments	B-3
Annuity Unit Value	B-3
Illustrations of Variable Annuity Payments	B-4
VALUATION OF ASSETS OF THE ACCOUNT	B-4

	Page
TRANSFERABILITY RESTRICTIONS	B-5
EXPERT	B-5
FINANCIAL STATEMENTS OF THE ACCOUNT	F-1
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL	F-24

Account A Prospectus

27

TO: The Northwestern Mutual Life Insurance Company

Investment Products & Services Department

Room W07SW

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                         

APPENDIX A—Prior Contracts

To the extent not otherwise described below, the material features of prior series of these Contracts are consistent with the current series of Contracts as described in this prospectus.

FEATURES OF PRIOR CONTRACTS	JJ/KK	LL/MM	QQ
			Front Load Contract	Back Load Contract
Dates Offered (Subject to State Approval)	11/1/1968 - 12/16/1981	12/17/1981 - 3/30/1995	3/31/1995 - 3/30/2000
Front Load	Cumulative purchase payments for the contract year are subject to the following front-end loads: •  8% first $5,000 •  4% next $20,000 •   2% next $75,000 •  1% on amounts $100,000	Not Applicable	Cumulative purchase payments are subject to the following front-end loads: •  4.00% first $100,000 •  2.00% next $400,000 •  1.00% next $500,000 •  0.50% on amounts > $1,000,000	Not Applicable
Withdrawal Charge (Back Load)	Not Applicable	Cumulative purchase payments are subject to the following withdrawal charges: •  8% of the first $25,000 •  4% of the next $75,000 •  2% on amounts $100,000 On each anniversary, the charge reduces 1%. Withdrawal charges are waived as described in the prospectus (See “Waiver of Withdrawal Charges”) except that such charges will be waived if proceeds are settled under a fixed life income plan on or after the 10th contract anniversary, or if proceeds are settled anytime under a variable life income or period certain income plan for a period of 5 or more years.	Not Applicable	Cumulative purchase payments are subject to the following withdrawal charges: •  8.00% of the first $100,000 •  4.00% of the next $400,000 •  2.00% on the next $500,000 •  1.00% on amounts > $1,000,000 On each anniversary, the charge reduces 1%. Waiver of withdrawal charges is consistent with current series.
Annual Mortality Rate/ Annuity Rate & Expense Guarantee Charge (Applied daily against the unit value of each variable investment division.)	Accumulation Units: Maximum: 1% Current: 0.75%	Accumulation Units: Maximum: 1.50% Current: 1.25%	Accumulation Units: Maximum: 0.75% Current: 0.40% Annuity Units: Maximum: 0.75% Current: 0.00%	Accumulation Units: Maximum: 1.50% Current: 1.25% Annuity Units: Maximum: 1.50% Current: 1.25%
Annual Contract Fee	None	The contract fee is lesser of $30 or 1% of accumulation value at the anniversary, but it is waived if the contract’s accumulation value on the anniversary is at least $25,000. The contract fee is equally deducted from each active investment division.	The contract fee is consistent with the current series.

Account A Prospectus

29

FEATURES OF PRIOR CONTRACTS	JJ/KK	LL/MM	QQ
			Front Load Contract	Back Load Contract
Amount of the Death Benefit	Annuitant Dies on or After 75th birthday: The payment at death will be the value of the Accumulation Units determined as of the close of business on the valuation date on which proof of death is received in the Home Office, or if later the date on which a method of payment is elected. Annuitant Dies Before 75th birthday: The payment at death will not be less than the total considerations, excluding those for the Disability Waiver of Consideration Benefit, paid under the contract; less any amounts returned in a surrender of a portion of the Accumulation Value.		Annuitant Dies on or After 75th birthday: The payment at death will be the Accumulation Value of the contract determined on the Valuation Date on which proof of death is received in the Home Office, or if later the date on which a method of payment is elected. Annuitant Dies Before 75th birthday: The death benefit will not be less than the total Purchase Payments paid under the contract, less any amounts withdrawn under the contract.
Distribution of the Death Benefit	Upon receipt in the Home Office of satisfactory proof of the death of the Annuitant before the maturity date payment of the death benefit will be paid to the beneficiary. The Owner may name or change a beneficiary while the Annuitant is living; or during the first 60 days after the death of the 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.

Withdrawal Charge Free Amount	Not Applicable	LL Series: There is no “withdrawal charge free” amount.	MM Series issued before 1991: There is no “withdrawal charge free” amount.	Not Applicable	A “withdrawal charge free” amount is available under a Contract if the Contract Value is at least $10,000 on the Contract anniversary preceding the withdrawal. For each Contract year after the first one, the withdrawal charge free amount is the lesser of 1) the excess of the Accumulation Value over the total of Net Purchase Payments paid up to the date of the withdrawal; and (2) 10% of the Accumulation Value on the last Contract anniversary.
Waiver of Withdrawal Charge on Payment Plans	Not Applicable	LL Series Withdrawal charge is not waived on benefits paid under a fixed life income payment plan.	MM Series There is no withdrawal charge on benefits paid under a fixed life income payment plan that takes effect on or after the tenth anniversary of the contract.	Not Applicable	The waiver of withdrawal charge on payment plans is consistent with the current series.

Maximum Maturity Age	By Company practice, and as state law allows, the maximum maturity age is 98.
Fixed Options	The rates, payment plans, transfer restrictions, and other features of the Fixed Options vary from series to series and state to state. See your Contract for details.

30

Account A Prospectus

Expense Examples for Prior Contracts

The following Examples apply to contracts previously issued by the Company and are calculated under the same assumptions as the Examples for the current Contract. (See “Examples”). Although your actual costs may be higher or lower than those shown below, based on these assumptions, your costs would be as follows:

JJ/KK Series Contracts Issued Prior to December 17, 1981

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	838	$	1,388	$	1,962	$	3,512
Minimum Total Annual Portfolio Operating Expenses	$	715	$	958	$	1,220	$	1,967

LL/MM Series Contracts Issued After December 16, 1981 and Prior to March 31, 1995

Assuming a surrender or annuitization, just before the end of each time period, to a Fixed Income Plan prior to the 10^th contract anniversary or a period certain income plan for a period of less than 5 years; i.e., where a withdrawal charge would apply

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	1,105	$	1,592	$	2,102	$	3,585
Minimum Total Annual Portfolio Operating Expenses	$	975	$	1,142	$	1,334	$	2,031

Assuming no surrender, no annuitization or assuming an annuitization to a fixed life income plan on or after the 10th contract anniversary, or if the proceeds are settled anytime under a variable life income or period certain income plan for a period of 5 or more years

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$305		$	992	$	1,702	$	3,585
Minimum Total Annual Portfolio Operating Expenses	$175		$	542	$	934	$	2,031
Annual contract fee is reflected as	0.02	%

QQ Series Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000

Back-Load Contract—(assuming a surrender or annuitization, just before the end of each time period, to a Fixed Income Plan with a certain period of less than 12 years; i.e., where a withdrawal charge would apply)

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	1,105	$	1,592	$	2,102	$	3,585
Minimum Total Annual Portfolio Operating Expenses	$	975	$	1,142	$	1,334	$	2,031

Back-Load Contract—(assuming no surrender, no annuitization, or assuming an annuitization to a Variable Income Plan; i.e., where a withdrawal charge would not apply)

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	305	$	992	$	1,702	$	3,585
Minimum Total Annual Portfolio Operating Expenses	$	175	$	542	$	934	$	2,031

Front-Load Contract

	1 Year		3 Years		5 Years		10 Years
Maximum Total Annual Portfolio Operating Expenses	$	619	$	1,132	$	1,672	$	3,140
Minimum Total Annual Portfolio Operating Expenses	$	493	$	691	$	904	$	1,520

	Front-Load Contract		Back-Load Contract
Annual contract fee is reflected as	0.00	%	0.02	%

Account A Prospectus

31

APPENDIX B—Accumulation Unit Values

The tables on the following pages present the Accumulation Unit Values for Contracts offered by means of this prospectus as well as contracts no longer offered for sale. The contracts no longer offered for sale are different in certain material respects from contracts offered currently. The values shown below for back-load version contracts issued on or after December 17, 1981 and prior to March 31, 2000 are calculated on the same basis as those for the Class B Accumulation Units for the back-load version Contracts described in this prospectus. Accumulation Units Values set forth below for front-load version Contracts issued on or after March 31, 2000 reflect the values of front-load version Accumulation Units as well as back-load version Class A Accumulation Units. See “Application of Purchase Payments,” “Mortality Rate and Expense Risk Charges—Reduction of the Charges” and “Withdrawal Charges—Withdrawal Charge Rates” for additional information regarding Class A and Class B Accumulation Units under the back-load version Contracts. Number of units outstanding are shown in thousands.

Accumulation Unit Values

Contracts Issued on or After March 31, 2000

Northwestern Mutual Series Fund, Inc.

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000
Growth Stock Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.598	$0.983	$0.905	$0.830	$0.774	$0.730	$0.616	$0.783	$0.917
Number of Units Outstanding	522	357	645	358	271	182	140	66	30
Back-Load Version Class B
Accumulation Unit Value	$1.782	$2.952	$2.738	$2.530	$2.378	$2.258	$1.922	$2.458	$2.902
Number of Units Outstanding	898	978	1190	1157	1095	916	635	253	64
Focused Appreciation Division(b)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.302	$2.182	$1.729	$1.657	$1.423	$1.195	—	—	—
Number of Units Outstanding	250	216	101	116	2	2	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$1.248	$2.107	$1.682	$1.624	$1.405	$1.189	—	—	—
Number of Units Outstanding	728	503	414	247	92	24	—	—	—
Large Cap Core Stock Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.612	$1.004	$0.925	$0.834	$0.773	$0.718	$0.582	$0.814	$0.887
Number of Units Outstanding	254	228	199	239	356	334	206	138	32
Back-Load Version Class B
Accumulation Unit Value	$1.510	$2.495	$2.316	$2.103	$1.963	$1.838	$1.500	$2.116	$2.323
Number of Units Outstanding	543	502	519	501	476	420	244	124	15
Large Cap Blend Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.554	$0.932	—	—	—	—	—	—	—
Number of Units Outstanding	22	9	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$0.547	$0.927	—	—	—	—	—	—	—
Number of Units Outstanding	121	77	—	—	—	—	—	—	—
Index 500 Stock Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.671	$1.069	$1.019	$0.886	$0.850	$0.772	$0.604	$0.779	$0.888
Number of Units Outstanding	1,716	1,301	1,175	889	668	354	281	231	25
Back-Load Version Class B
Accumulation Unit Value	$3.089	$4.961	$4.765	$4.172	$4.034	$3.690	$2.909	$3.780	$4.344
Number of Units Outstanding	1,124	1,205	1,279	1,260	1,096	965	653	277	54
Large Company Value Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.585	$0.937	—	—	—	—	—	—	—
Number of Units Outstanding	68	19	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$0.578	$0.932	—	—	—	—	—	—	—
Number of Units Outstanding	107	7	—	—	—	—	—	—	—
Domestic Equity Division(c)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.846	$1.382	$1.483	$1.279	$1.189	$1.023	$0.765	$0.976	—
Number of Units Outstanding	660	601	447	185	161	87	44	8	—
Back-Load Version Class B
Accumulation Unit Value	$0.800	$1.317	$1.424	$1.237	$1.159	$1.005	$0.757	$0.973	—
Number of Units Outstanding	1,600	1,635	1,449	1,023	829	622	418	8	—

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

32

Account A Prospectus

Accumulation Unit Values

Contracts Issued on or After March 31, 2000 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000
Equity Income Division(b)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.139	$1.783	$1.735	$1.464	$1.412	$1.232	—	—	—
Number of Units Outstanding	441	304	199	89	36	28	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$1.091	$1.722	$1.688	$1.435	$1.394	$1.226	—	—	—
Number of Units Outstanding	708	554	362	222	135	24	—	—	—
Mid Cap Growth Stock Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.625	$1.048	$0.873	$0.840	$0.795	$0.700	$0.564	$0.719	$0.902
Number of Units Outstanding	420	369	589	625	530	287	222	168	54
Back-Load Version Class B
Accumulation Unit Value	$3.700	$6.252	$5.246	$5.087	$4.853	$4.303	$3.490	$4.487	$5.671
Number of Units Outstanding	412	431	588	591	586	532	412	243	35
Index 400 Stock Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.128	$1.778	$1.656	$1.512	$1.353	$1.169	$0.870	$1.024	$1.036
Number of Units Outstanding	422	331	336	342	236	201	181	164	114
Back-Load Version Class B
Accumulation Unit Value	$1.328	$2.111	$1.980	$1.822	$1.642	$1.430	$1.072	$1.271	$1.295
Number of Units Outstanding	1,089	1,142	1,294	1,263	1,244	1,092	740	362	49
Mid Cap Value Division(b)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.202	$1.861	$1.873	$1.644	$1.567	$1.327	—	—	—
Number of Units Outstanding	92	110	32	17	25	9	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$1.152	$1.797	$1.823	$1.612	$1.548	$1.321	—	—	—
Number of Units Outstanding	305	226	161	134	118	21	—	—	—
Small Cap Growth Stock Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.786	$1.408	$1.292	$1.217	$1.100	$0.931	$0.703	$0.866	$0.904
Number of Units Outstanding	300	208	275	255	251	195	154	140	87
Back-Load Version Class B
Accumulation Unit Value	$1.593	$2.873	$2.656	$2.521	$2.296	$1.957	$1.489	$1.848	$1.945
Number of Units Outstanding	789	788	901	883	808	732	522	284	70
Index 600 Stock Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.641	$0.938	—	—	—	—	—	—	—
Number of Units Outstanding	168	1	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$0.633	$0.933	—	—	—	—	—	—	—
Number of Units Outstanding	142	22	—	—	—	—	—	—	—
Small Cap Value Division(c)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.388	$1.941	$1.967	$1.696	$1.590	$1.283	$0.954	$1.015	—
Number of Units Outstanding	287	242	219	100	93	39	28	—	—
Back-Load Version Class B
Accumulation Unit Value	$1.313	$1.850	$1.889	$1.641	$1.550	$1.260	$0.944	$1.012	—
Number of Units Outstanding	858	902	877	759	676	560	328	26	—
International Growth Division(c)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.124	$2.098	$1.873	$1.549	$1.319	$1.091	$0.789	$0.904	—
Number of Units Outstanding	255	204	152	175	99	65	23	18	—
Back-Load Version Class B
Accumulation Unit Value	$1.063	$2.000	$1.798	$1.499	$1.286	$1.071	$0.780	$0.901	—
Number of Units Outstanding	999	1,094	964	825	613	367	193	15	—
Research International Core Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.601	$1.051	—	—	—	—	—	—	—
Number of Units Outstanding	3	—	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$0.594	$1.046	—	—	—	—	—	—	—
Number of Units Outstanding	27	20	—	—	—	—	—	—	—

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

Account A Prospectus

33

Accumulation Unit Values

Contracts Issued on or After March 31, 2000 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000
International Equity Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.103	$  1.973	$  1.679	$1.289	$1.162	$0.979	$0.700	$0.852	$0.996
Number of Units Outstanding	1,096	903	643	264	268	158	133	93	24
Back-Load Version Class B
Accumulation Unit Value	$  2.350	$  4.233	$  3.630	$2.808	$2.550	$2.163	$1.560	$1.912	$2.251
Number of Units Outstanding	1,460	1,368	1,251	973	802	590	403	146	42
Emerging Markets Equity Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  0.554	$  1.243	—	—	—	—	—	—	—
Number of Units Outstanding	120	2	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$  0.547	$  1.237	—	—	—	—	—	—	—
Number of Units Outstanding	304	35	—	—	—	—	—	—	—
Money Market Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.271	$  1.244	$  1.187	$1.138	$1.110	$1.100	$1.092	$1.080	$1.044
Number of Units Outstanding	396	1,122	720	305	206	159	197	1	1
Back-Load Version Class B
Accumulation Unit Value	$  3.037	$  2.993	$  2.879	$2.780	$2.733	$2.728	$2.729	$2.718	$2.649
Number of Units Outstanding	898	722	597	502	392	423	513	180	23
Short-Term Bond Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.050	$  1.027	—	—	—	—	—	—	—
Number of Units Outstanding	1	—	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$  1.037	$  1.022	—	—	—	—	—	—	—
Number of Units Outstanding	127	2	—	—	—	—	—	—	—
Select Bond Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.651	$  1.607	$  1.518	$1.470	$1.446	$1.387	$1.321	$1.185	$1.079
Number of Units Outstanding	908	876	619	270	208	147	183	96	1
Back-Load Version Class B
Accumulation Unit Value	$10.867	$10.657	$10.143	$9.899	$9.806	$9.480	$9.099	$8.220	$7.542
Number of Units Outstanding	424	449	382	326	244	194	106	26	4
Long-Term U.S. Government Bond Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.288	$  1.072	—	—	—	—	—	—	—
Number of Units Outstanding	191	—	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$  1.272	$  1.066	—	—	—	—	—	—	—
Number of Units Outstanding	226	3	—	—	—	—	—	—	—
Inflation Protection Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.045	$  1.065	—	—	—	—	—	—	—
Number of Units Outstanding	101	—	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$  1.032	$  1.059	—	—	—	—	—	—	—
Number of Units Outstanding	88	7	—	—	—	—	—	—	—
High Yield Bond Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  1.231	$  1.573	$  1.544	$1.414	$1.402	$1.249	$0.973	$1.007	$0.963
Number of Units Outstanding	206	174	171	98	73	85	60	70	—
Back-Load Version Class B
Accumulation Unit Value	$  1.723	$  2.219	$  2.195	$2.024	$2.022	$1.815	$1.424	$1.485	$1.432
Number of Units Outstanding	440	477	457	433	382	242	197	52	7
Multi-Sector Bond Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$  0.934	$  1.007	—	—	—	—	—	—	—
Number of Units Outstanding	75	14	—	—	—	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$  0.922	$  1.002	—	—	—	—	—	—	—
Number of Units Outstanding	226	9	—	—	—	—	—	—	—

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

34

Account A Prospectus

Accumulation Unit Values

Contracts Issued on or After March 31, 2000 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000
Balanced Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.000	$1.301	$1.232	$1.121	$1.087	$1.013	$0.863	$0.938	$0.973
Number of Units Outstanding	683	457	349	286	185	191	829	819	53
Back-Load Version Class B
Accumulation Unit Value	$7.096	$9.299	$8.871	$8.135	$7.951	$7.462	$6.403	$7.012	$7.332
Number of Units Outstanding	703	722	777	713	626	483	329	143	47
Asset Allocation Division(c)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.010	$1.453	$1.335	$1.220	$1.146	$1.047	$0.872	$0.977	—
Number of Units Outstanding	528	557	532	750	700	172	131	—	—
Back-Load Version Class B
Accumulation Unit Value	$0.955	$1.385	$1.282	$1.181	$1.117	$1.028	$0.863	$0.974	—
Number of Units Outstanding	1,179	1,115	1,120	1,148	909	508	251	35	—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. (c)    The initial investment was made on July 31, 2001. Fidelity® Variable Insurance Products
	December 31
	2008	2007	2006	2005	2004	2003
VIP Mid Cap Division(b)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.575	$2.621	$2.284	$2.042	$1.739	$1.402
Number of Units Outstanding	305	243	367	275	100	18
Back-Load Version Class B
Accumulation Unit Value	$1.510	$2.531	$2.222	$2.002	$1.717	$1.395
Number of Units Outstanding	717	705	626	411	280	42
VIP Contrafund® Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.635	$1.114	—	—	—	—
Number of Units Outstanding	283	3	—	—	—	—
Back-Load Version Class B
Accumulation Unit Value	$0.627	$1.109	—	—	—	—
Number of Units Outstanding	364	45	—	—	—	—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. Neuberger Berman Advisers Management Trust
	December 31
	2008	2007
Socially Responsive Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.612	$1.015
Number of Units Outstanding	2	—
Back-Load Version Class B
Accumulation Unit Value	$0.604	$1.010
Number of Units Outstanding	21	1

^(a) The initial investment was made on April 30, 2007.

Account A Prospectus

35

Accumulation Unit Values

Contracts Issued on or After March 31, 2000 (continued)

Russell Investment Funds

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000
Multi-Style Equity Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.625	$1.058	$0.963	$0.859	$0.804	$0.736	$0.574	$0.751	$0.880
Number of Units Outstanding	490	671	708	559	370	97	72	77	2
Back-Load Version Class B
Accumulation Unit Value	$0.619	$1.054	$0.967	$0.869	$0.820	$0.756	$0.594	$0.783	$0.925
Number of Units Outstanding	1,306	1,227	1,063	811	804	629	403	137	17
Aggressive Equity Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.851	$1.498	$1.455	$1.274	$1.204	$1.055	$0.728	$0.904	$0.930
Number of Units Outstanding	129	171	181	136	86	52	52	48	17
Back-Load Version Class B
Accumulation Unit Value	$0.929	$1.648	$1.614	$1.423	$1.355	$1.196	$0.832	$1.040	$1.079
Number of Units Outstanding	526	487	399	361	297	261	226	64	19
Non-U.S. Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.791	$1.381	$1.261	$1.025	$0.906	$0.770	$0.557	$0.660	$0.851
Number of Units Outstanding	369	469	414	258	248	113	94	92	12
Back-Load Version Class B
Accumulation Unit Value	$0.920	$1.618	$1.488	$1.219	$1.085	$0.929	$0.678	$0.809	$1.050
Number of Units Outstanding	898	777	716	540	466	364	258	114	30
Real Estate Securities Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$2.019	$3.204	$3.828	$2.832	$2.519	$1.877	$1.375	$1.331	$1.241
Number of Units Outstanding	315	267	243	187	138	75	46	35	61
Back-Load Version Class B
Accumulation Unit Value	$1.771	$2.832	$3.408	$2.541	$2.277	$1.710	$1.262	$1.231	$1.156
Number of Units Outstanding	1,020	984	1,017	947	767	634	280	69	6
Core Bond Division
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$1.467	$1.529	$1.433	$1.389	$1.368	$1.314	$1.244	$1.149	$1.075
Number of Units Outstanding	306	471	211	150	114	47	42	38	—
Back-Load Version Class B
Accumulation Unit Value	$1.373	$1.442	$1.362	$1.329	$1.319	$1.277	$1.218	$1.133	$1.068
Number of Units Outstanding	683	811	717	556	448	321	173	89	13

36

Account A Prospectus

Accumulation Unit Values

Contracts Issued on or After March 31, 2000 (continued)

Russell Investment Funds LifePoints^® Variable Target Portfolio Series

	December 31
	2008	2007
Moderate Strategy Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.822	$1.032
Number of Units Outstanding	3	277
Back-Load Version Class B
Accumulation Unit Value	$0.811	$1.027
Number of Units Outstanding	74	42
Balanced Strategy Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.741	$1.024
Number of Units Outstanding	265	474
Back-Load Version Class B
Accumulation Unit Value	$0.732	$1.019
Number of Units Outstanding	399	59
Growth Strategy Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.665	$1.018
Number of Units Outstanding	5	—
Back-Load Version Class B
Accumulation Unit Value	$0.657	$1.013
Number of Units Outstanding	191	24
Equity Growth Strategy Division(a)
Front-Load Version and Back-Load Version Class A
Accumulation Unit Value	$0.595	$1.009
Number of Units Outstanding	—	388
Back-Load Version Class B
Accumulation Unit Value	$0.587	$1.004
Number of Units Outstanding	7	474

^(a) The initial investment was made on April 30, 2007.

Account A Prospectus

37

Accumulation Unit Values

Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000

Northwestern Mutual Series Fund, Inc.

	December 31
	2008		2007		2006		2005		2004		2003		2002		2001		2000		1999
Growth Stock Division
Front-Load Version
Accumulation Unit Value	$	1.851	$	3.039	$	2.794	$	2.560	$	2.387	$	2.246	$	1.896	$	2.405	$	2.815	$	2.898
Number of Units Outstanding		231		258		298		376		449		464		591		677		689		613
Back-Load Version
Accumulation Unit Value	$	1.782	$	2.952	$	2.738	$	2.530	$	2.378	$	2.258	$	1.922	$	2.458	$	2.902	$	3.013
Number of Units Outstanding		1,463		1,788		2,197		2,541		2,850		3,288		3,629		3,786		3,698		3,381
Focused Appreciation Division(b)
Front-Load Version
Accumulation Unit Value	$	1.310	$	2.192	$	1.735	$	1.661	$	1.425	$	1.196		—		—		—		—
Number of Units Outstanding		57		108		95		107		31		29		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	1.248	$	2.107	$	1.682	$	1.624	$	1.405	$	1.189		—		—		—		—
Number of Units Outstanding		746		564		468		388		131		55		—		—		—		—
Large Cap Core Stock Division
Front-Load Version
Accumulation Unit Value	$	1.567	$	2.568	$	2.363	$	2.128	$	1.970	$	1.828	$	1.480	$	2.069	$	2.253	$	2.431
Number of Units Outstanding		144		174		198		211		219		382		641		657		722		757
Back-Load Version
Accumulation Unit Value	$	1.510	$	2.495	$	2.316	$	2.103	$	1.963	$	1.838	$	1.500	$	2.116	$	2.323	$	2.528
Number of Units Outstanding		1,179		1,242		1,520		1,866		2,044		2,306		2,625		2,910		3,047		3,307
Large Cap Blend Division(a)
Front-Load Version
Accumulation Unit Value	$	0.555	$	0.932		—		—		—		—		—		—		—		—
Number of Units Outstanding		6		5		—		—		—		—		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	0.547	$	0.927		—		—		—		—		—		—		—		—
Number of Units Outstanding		75		28		—		—		—		—		—		—		—		—
Index 500 Stock Division
Front-Load Version
Accumulation Unit Value	$	2.164	$	3.445	$	3.281	$	2.849	$	2.731	$	2.477	$	1.936	$	2.495	$	2.843	$	3.128
Number of Units Outstanding		508		496		581		667		766		987		1,084		1,234		1,267		1,248
Back-Load Version
Accumulation Unit Value	$	3.089	$	4.961	$	4.765	$	4.172	$	4.034	$	3.690	$	2.909	$	3.780	$	4.344	$	4.820
Number of Units Outstanding		2,095		2,326		2,710		3,241		3,714		4,074		4,606		5,051		5,437		5,418
Large Company Value Division(a)
Front-Load Version
Accumulation Unit Value	$	0.586	$	0.938		—		—		—		—		—		—		—		—
Number of Units Outstanding		—		—		—		—		—		—		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	0.578	$	0.932		—		—		—		—		—		—		—		—
Number of Units Outstanding		57		19		—		—		—		—		—		—		—		—
Domestic Equity Division(c)
Front-Load Version
Accumulation Unit Value	$	0.852	$	1.391	$	1.491	$	1.284	$	1.193	$	1.025	$	0.766	$	0.976		—		—
Number of Units Outstanding		674		484		597		545		387		261		37		7		—		—
Back-Load Version
Accumulation Unit Value	$	0.800	$	1.317	$	1.424	$	1.237	$	1.159	$	1.005	$	0.757	$	0.973		—		—
Number of Units Outstanding		1,023		1,114		965		734		787		722		409		71		—		—
Equity Income Division(b)
Front-Load Version
Accumulation Unit Value	$	1.145	$	1.791	$	1.742	$	1.468	$	1.414	$	1.233		—		—		—		—
Number of Units Outstanding		250		190		118		123		60		5		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	1.091	$	1.722	$	1.688	$	1.435	$	1.394	$	1.226		—		—		—		—
Number of Units Outstanding		891		801		661		311		156		83		—		—		—		—
Mid Cap Growth Stock Division
Front-Load Version
Accumulation Unit Value	$	1.966	$	3.294	$	2.740	$	2.635	$	2.492	$	2.191	$	1.764	$	2.247	$	2.815	$	2.662
Number of Units Outstanding		460		485		521		630		721		1,132		1,184		1,271		1,322		1,186
Back-Load Version
Accumulation Unit Value	$	3.700	$	6.252	$	5.246	$	5.087	$	4.853	$	4.303	$	3.494	$	4.487	$	5.671	$	5.408
Number of Units Outstanding		1,438		1,620		1,922		2,386		2,683		2,991		3,455		3,733		3,832		3,585

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

38

Account A Prospectus

Accumulation Unit Values

Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008		2007		2006		2005		2004		2003		2002		2001		2000		1999
Index 400 Stock Division
Front-Load Version
Accumulation Unit Value	$	1.442	$	2.272	$	2.113	$	1.928	$	1.723	$	1.488	$	1.106	$	1.300	$	1.314	$	1.125
Number of Units Outstanding		233		247		308		347		358		404		344		253		227		163
Back-Load Version
Accumulation Unit Value	$	1.328	$	2.111	$	1.980	$	1.822	$	1.642	$	1.430	$	1.072	$	1.271	$	1.295	$	1.119
Number of Units Outstanding		1,031		1,237		1,476		1,839		1,970		1,955		2,052		1,706		1,069		388
Mid Cap Value Division(b)
Front-Load Version
Accumulation Unit Value	$	1.209	$	1.869	$	1.880	$	1.649	$	1.570	$	1.328		—		—		—		—
Number of Units Outstanding		72		91		94		101		61		32		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	1.152	$	1.797	$	1.823	$	1.612	$	1.548	$	1.321		—		—		—		—
Number of Units Outstanding		252		253		219		142		106		64		—		—		—		—
Small Cap Growth Stock Division
Front-Load Version
Accumulation Unit Value	$	1.729	$	3.093	$	2.835	$	2.668	$	2.409	$	2.036	$	1.536	$	1.891	$	1.973	$	1.856
Number of Units Outstanding		172		178		209		306		326		314		323		324		321		150
Back-Load Version
Accumulation Unit Value	$	1.593	$	2.873	$	2.656	$	2.521	$	2.296	$	1.957	$	1.489	$	1.849	$	1.945	$	1.846
Number of Units Outstanding		920		1,003		1,207		1,617		1,713		1,913		1,965		1,809		1,675		481
Index 600 Stock Division(a)
Front-Load Version
Accumulation Unit Value	$	0.642	$	0.938		—		—		—		—		—		—		—		—
Number of Units Outstanding		10		4		—		—		—		—		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	0.633	$	0.933		—		—		—		—		—		—		—		—
Number of Units Outstanding		77		24		—		—		—		—		—		—		—		—
Small Cap Value Division(c)
Front-Load Version
Accumulation Unit Value	$	1.398	$	1.954	$	1.978	$	1.704	$	1.596	$	1.286	$	0.955	$	1.016		—		—
Number of Units Outstanding		196		183		241		242		378		300		272		96		—		—
Back-Load Version
Accumulation Unit Value	$	1.313	$	1.850	$	1.889	$	1.641	$	1.550	$	1.260	$	0.944	$	1.012		—		—
Number of Units Outstanding		618		736		756		787		860		828		591		151		—		—
International Growth Division(c)
Front-Load Version
Accumulation Unit Value	$	1.132	$	2.112	$	1.883	$	1.556	$	1.324	$	1.093	$	0.790	$	0.904		—		—
Number of Units Outstanding		251		473		405		334		283		221		7		8		—		—
Back-Load Version
Accumulation Unit Value	$	1.063	$	2.000	$	1.798	$	1.499	$	1.286	$	1.071	$	0.780	$	0.901		—		—
Number of Units Outstanding		915		887		809		662		534		367		214		31		—		—
Research International Core Division(a)
Front-Load Version
Accumulation Unit Value	$	0.602	$	1.052		—		—		—		—		—		—		—		—
Number of Units Outstanding		20		18		—		—		—		—		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	0.594	$	1.046		—		—		—		—		—		—		—		—
Number of Units Outstanding		19		19		—		—		—		—		—		—		—		—
International Equity Division
Front-Load Version
Accumulation Unit Value	$	2.168	$	3.872	$	3.293	$	2.526	$	2.274	$	1.913	$	1.368	$	1.663	$	1.941	$	1.964
Number of Units Outstanding		501		529		585		625		599		719		870		870		950		728
Back-Load Version
Accumulation Unit Value	$	2.350	$	4.233	$	3.630	$	2.808	$	2.550	$	2.163	$	1.560	$	1.912	$	2.251	$	2.298
Number of Units Outstanding		1,919		2,241		2,428		2,466		2,558		2,622		2,870		3,194		3,242		3,063
Emerging Markets Equity Division(a)
Front-Load Version
Accumulation Unit Value	$	0.555	$	1.244		—		—		—		—		—		—		—		—
Number of Units Outstanding		168		53		—		—		—		—		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	0.547	$	1.237		—		—		—		—		—		—		—		—
Number of Units Outstanding		372		186		—		—		—		—		—		—		—		—

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

Account A Prospectus

39

Accumulation Unit Values

Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Money Market Division
Front-Load Version
Accumulation Unit Value	$  1.636	$  1.599	$  1.525	$1.460	$1.423	$1.409	$1.397	$1.380	$1.333	$ 1259
Number of Units Outstanding	158	429	390	414	552	1,137	1,308	2,064	1,853	1,981
Back-Load Version
Accumulation Unit Value	$  3.037	$  2.993	$  2.879	$2.780	$2.733	$2.728	$3.729	$2.718	$2.649	$2.523
Number of Units Outstanding	973	900	831	1,102	1,036	1,380	1,724	1,759	1,397	1,893
Short-Term Bond Division(a)
Front-Load Version
Accumulation Unit Value	$  1.052	$  1.028	—	—	—	—	—	—	—	—
Number of Units Outstanding	267	—	—	—	—	—	—	—	—	—
Back-Load Version
Accumulation Unit Value	$  1.037	$  1.022	—	—	—	—	—	—	—	—
Number of Units Outstanding	29	—	—	—	—	—	—	—	—	—
Select Bond Division
Front-Load Version
Accumulation Unit Value	$  2.253	$  2.191	$  2.068	$2.001	$1.966	$1.884	$1.793	$1.606	$1.461	$1.331
Number of Units Outstanding	611	772	680	768	758	667	482	301	353	215
Back-Load Version
Accumulation Unit Value	$10.867	$10.657	$10.143	$9.899	$9.806	$9.480	$9.099	$8.220	$7.542	$6.929
Number of Units Outstanding	438	434	432	472	456	567	605	437	353	364
Long-Term U.S. Government Bond Division(a)
Front-Load Version
Accumulation Unit Value	$  1.290	$  1.073	—	—	—	—	—	—	—	—
Number of Units Outstanding	353	73	—	—	—	—	—	—	—	—
Back-Load Version
Accumulation Unit Value	$  1.272	$  1.066	—	—	—	—	—	—	—	—
Number of Units Outstanding	574	31	—	—	—	—	—	—	—	—
Inflation Protection Division(a)
Front-Load Version
Accumulation Unit Value	$  1.046	$  1.065	—	—	—	—	—	—	—	—
Number of Units Outstanding	21	—	—	—	—	—	—	—	—	—
Back-Load Version
Accumulation Unit Value	$  1.032	$  1.059	—	—	—	—	—	—	—	—
Number of Units Outstanding	74	19	—	—	—	—	—	—	—	—
High Yield Bond Division
Front-Load Version
Accumulation Unit Value	$  1.815	$  2.317	$  2.273	$2.079	$2.058	$1.833	$1.426	$1.474	$1.409	$1.483
Number of Units Outstanding	175	160	186	205	183	194	138	211	279	381
Back-Load Version
Accumulation Unit Value	$  1.723	$  2.219	$  2.195	$2.024	$2.022	$1.815	$1.424	$1.485	$1.432	$1.520
Number of Units Outstanding	426	496	624	685	852	920	1,056	1,073	1,155	1,174
Multi-Sector Bond Division(a)
Front-Load Version
Accumulation Unit Value	$  0.935	$  1.008	—	—	—	—	—	—	—	—
Number of Units Outstanding	62	25	—	—	—	—	—	—	—	—
Back-Load Version
Accumulation Unit Value	$  0.922	$  1.002	—	—	—	—	—	—	—	—
Number of Units Outstanding	174	22	—	—	—	—	—	—	—	—
Balanced Division
Front-Load Version
Accumulation Unit Value	$  2.181	$  2.834	$  2.681	$2.438	$2.362	$2.198	$1.871	$2.031	$2.106	$2.118
Number of Units Outstanding	727	817	874	919	1,092	1,181	1,610	1,745	1,937	1,800
Back-Load Version
Accumulation Unit Value	$  7.096	$  9.299	$  8.871	$8.135	$7.951	$7.462	$6.403	$7.012	$7.332	$7.436
Number of Units Outstanding	1,242	1,389	1,583	1,946	2,170	2,316	2,544	2,779	2,908	2,897
Asset Allocation Division(c)
Front-Load Version
Accumulation Unit Value	$  1.017	$  1.462	$  1.342	$1.226	$1.150	$1.050	$0.874	$0.977	—	—
Number of Units Outstanding	125	798	833	826	754	692	107	83	—	—
Back-Load Version
Accumulation Unit Value	$  0.955	$  1.385	$  1.282	$1.181	$1.117	$1.028	$0.863	$0.974	—	—
Number of Units Outstanding	918	1,144	1,272	1,281	1,073	864	584	215	—	—

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

40

Account A Prospectus

Accumulation Unit Values

Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000 (continued)

Fidelity^® Variable Insurance Products

	December 31
	2008		2007		2006		2005		2004		2003
VIP Mid Cap Division(b)
Front-Load Version
Accumulation Unit Value	$	1.584	$	2.633	$	2.292	$	2.047	$	1.742	$	1.403
Number of Units Outstanding		198		156		116		83		49		10
Back-Load Version
Accumulation Unit Value	$	1.510	$	2.531	$	2.222	$	2.002	$	1.717	$	1.395
Number of Units Outstanding		638		704		688		562		345		160
VIP Contrafund® Division(a)
Front-Load Version
Accumulation Unit Value	$	0.636	$	1.115		—		—		—		—
Number of Units Outstanding		211		134		—		—		—		—
Back-Load Version
Accumulation Unit Value	$	0.627	$	1.109		—		—		—		—
Number of Units Outstanding		375		171		—		—		—		—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. Neuberger Berman Advisers Management Trust
	December 31
	2008		2007
Socially Responsive Division(a)
Front-Load Version
Accumulation Unit Value	$	0.613	$	1.016
Number of Units Outstanding		10		9
Back-Load Version
Accumulation Unit Value	$	0.604	$	1.010
Number of Units Outstanding		52		6
(a)    The initial investment was made on April 30, 2007.

Account A Prospectus

41

Accumulation Unit Values

Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000 (continued)

Russell Investment Funds

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Multi-Style Equity Division
Front-Load Version
Accumulation Unit Value	$0.672	$1.135	$1.032	$0.919	$0.860	$0.787	$0.613	$0.801	$0.938	$1.073
Number of Units Outstanding	100	275	258	227	516	414	634	609	653	322
Back-Load Version
Accumulation Unit Value	$0.619	$1.054	$0.967	$0.869	$0.820	$0.756	$0.594	$0.783	$0.925	$1.067
Number of Units Outstanding	1,593	1,546	1,387	1,776	1,743	1,596	1,405	1,505	1,251	535
Aggressive Equity Division
Front-Load Version
Accumulation Unit Value	$1.008	$1.774	$1.722	$1.506	$1.422	$1.244	$0.858	$1.064	$1.094	$1.106
Number of Units Outstanding	155	264	254	222	216	102	281	278	205	88
Back-Load Version
Accumulation Unit Value	$0.929	$1.648	$1.614	$1.423	$1.355	$1.196	$0.832	$1.040	$1.079	$1.100
Number of Units Outstanding	576	524	765	857	906	661	714	685	558	182
Non-U.S. Division
Front-Load Version
Accumulation Unit Value	$0.999	$1.741	$1.588	$1.289	$1.139	$0.966	$0.699	$0.827	$1.065	$1.250
Number of Units Outstanding	274	324	304	375	427	271	256	254	239	81
Back-Load Version
Accumulation Unit Value	$0.920	$1.618	$1.488	$1.219	$1.085	$0.929	$0.678	$0.809	$1.050	$1.243
Number of Units Outstanding	1,007	1,185	1,158	1,177	1,141	944	818	820	735	205
Real Estate Securities Division
Front-Load Version
Accumulation Unit Value	$1.922	$3.048	$3.637	$2.688	$2.389	$1.779	$1.302	$1.259	$1.172	$0.925
Number of Units Outstanding	209	281	278	290	411	257	153	97	74	19
Back-Load Version
Accumulation Unit Value	$1.771	$2.832	$3.408	$2.541	$2.277	$1.710	$1.262	$1.231	$1.156	$0.920
Number of Units Outstanding	609	721	760	771	792	649	656	395	324	88
Core Bond Division
Front-Load Version
Accumulation Unit Value	$1.491	$1.552	$1.453	$1.407	$1.384	$1.328	$1.256	$1.159	$1.083	$0.983
Number of Units Outstanding	210	279	207	225	280	183	66	21	35	27
Back-Load Version
Accumulation Unit Value	$1.373	$1.442	$1.362	$1.329	$1.319	$1.277	$1.218	$1.133	$1.068	$0.983
Number of Units Outstanding	753	834	779	766	676	588	599	367	311	94

42

Account A Prospectus

Accumulation Unit Values

Contracts Issued on or After March 31, 1995 and Prior to March 31, 2000 (continued)

Russell Investment Funds LifePoints^® Variable Target Portfolio Series

	December 31
	2008		2007
Moderate Strategy Division(a)
Front-Load Version
Accumulation Unit Value	$	0.823	$	1.033
Number of Units Outstanding		191		—
Back-Load Version
Accumulation Unit Value	$	0.811	$	1.027
Number of Units Outstanding		50		5
Balanced Strategy Division(a)
Front-Load Version
Accumulation Unit Value	$	0.742	$	1.024
Number of Units Outstanding		12		12
Back-Load Version
Accumulation Unit Value	$	0.732	$	1.019
Number of Units Outstanding		80		—
Growth Strategy Division(a)
Front-Load Version
Accumulation Unit Value	$	0.666	$	1.018
Number of Units Outstanding		—		—
Back-Load Version
Accumulation Unit Value	$	0.657	$	1.013
Number of Units Outstanding		506		136
Equity Growth Strategy Division(a)
Front-Load Version
Accumulation Unit Value	$	0.596	$	1.010
Number of Units Outstanding		—		—
Back-Load Version
Accumulation Unit Value	$	0.587	$	1.004
Number of Units Outstanding		52		42

^(a) The initial investment was made on April 30, 2007.

Account A Prospectus

43

Accumulation Unit Values

Contracts Issued After December 16, 1981 and Prior to March 31, 1995

Northwestern Mutual Series Fund, Inc.

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Growth Stock Division
Accumulation Unit Value	$  1.782	$  2.952	$  2.738	$2.530	$2.378	$2.258	$1.922	$2.458	$2.902	$3.013
Number of Units Outstanding	2,635	2,987	3,629	4,339	4,809	5,807	6,983	8,243	8,297	8,576
Focused Appreciation Division(b)
Accumulation Unit Value	$  1.248	$  2.107	$  1.682	$1.624	$1.405	$1.189	—	—	—	—
Number of Units Outstanding	2,308	1,805	1,440	879	428	44	—	—	—	—
Large Cap Core Stock Division
Accumulation Unit Value	$  1.510	$  2.495	$  2.316	$2.103	$1.963	$1.838	$1.500	$2.116	$2.323	$2.528
Number of Units Outstanding	2,249	2,800	3,469	3,702	3,976	4,940	5,160	6,685	6,946	9,503
Large Cap Blend Division(a)
Accumulation Unit Value	$  0.547	$  0.927	—	—	—	—	—	—	—	—
Number of Units Outstanding	753	322	—	—	—	—	—	—	—	—
Index 500 Stock Division
Accumulation Unit Value	$  3.089	$  4.961	$  4.765	$4.172	$4.034	$3.690	$2.909	$3.780	$4.344	$4.820
Number of Units Outstanding	5,455	6,361	7,700	8,704	10,242	11,698	12,908	15,617	17,587	20,901
Large Company Value Division(a)
Accumulation Unit Value	$  0.578	$  0.932	—	—	—	—	—	—	—	—
Number of Units Outstanding	231	37	—	—	—	—	—	—	—	—
Domestic Equity Division(c)
Accumulation Unit Value	$  0.800	$  1.317	$  1.424	$1.237	$1.159	$1.005	$0.757	$0.973	—	—
Number of Units Outstanding	4,007	3,721	3,616	3,242	2,469	1,524	1,190	193	—	—
Equity Income Division(b)
Accumulation Unit Value	$  1.091	$  1.722	$  1.688	$1.435	$1.394	$1.226	—	—	—	—
Number of Units Outstanding	1,945	2,614	1,956	1,289	778	244	—	—	—	—
Mid Cap Growth Stock Division
Accumulation Unit Value	$  3.700	$  6.252	$  5.246	$5.087	$4.853	$4.303	$3.494	$4.487	$5.671	$5.408
Number of Units Outstanding	3,933	4,229	5,109	5,831	7,206	8,811	10,045	12,273	13,813	14,666
Index 400 Stock Division
Accumulation Unit Value	$  1.328	$  2.111	$  1.980	$1.822	$1.642	$1.430	$1.072	$1.271	$1.295	$1.119
Number of Units Outstanding	2,513	2,802	3,217	3,471	3,631	3,985	4,143	4,225	3,500	1,241
Mid Cap Value Division(b)
Accumulation Unit Value	$  1.152	$  1.797	$  1.823	$1.612	$1.548	$1.321	—	—	—	—
Number of Units Outstanding	719	982	636	490	445	203	—	—	—	—
Small Cap Growth Stock Division
Accumulation Unit Value	$  1.593	$  2.873	$  2.656	$2.521	$2.296	$1.957	$1.489	$1.848	$1.945	$1.846
Number of Units Outstanding	1,978	2,370	2,789	3,183	3,803	6,049	6,573	5,700	5,885	1,899
Index 600 Stock Division(a)
Accumulation Unit Value	$  0.633	$  0.933	—	—	—	—	—	—	—	—
Number of Units Outstanding	126	48	—	—	—	—	—	—	—	—
Small Cap Value Division(c)
Accumulation Unit Value	$  1.313	$  1.850	$  1.889	$1.641	$1.550	$1.260	$0.944	$1.012	—	—
Number of Units Outstanding	1,833	2,100	3,084	3,125	2,571	1,656	1,401	293	—	—
International Growth Division(c)
Accumulation Unit Value	$  1.063	$  2.000	$  1.798	$1.499	$1.286	$1.071	$0.780	$0.901	—	—
Number of Units Outstanding	2,541	2,863	2,275	1,933	1,319	1,024	317	91	—	—
Research International Core Division(a)
Accumulation Unit Value	$  0.594	$  1.046	—	—	—	—	—	—	—	—
Number of Units Outstanding	287	485	—	—	—	—	—	—	—	—
International Equity Division
Accumulation Unit Value	$  2.350	$  4.233	$  3.630	$2.808	$2.550	$2.163	$1.560	$1.912	$2.251	$2.298
Number of Units Outstanding	6,766	7,836	8,109	8,516	9,136	9,085	9,896	11,504	13,284	15,308
Emerging Markets Equity Division(a)
Accumulation Unit Value	$  0.547	$  1.237	—	—	—	—	—	—	—	—
Number of Units Outstanding	1,203	624	—	—	—	—	—	—	—	—
Money Market Division
Accumulation Unit Value	$  3.037	$  2.993	$  2.879	$2.780	$2.733	$2.728	$2.729	$2.718	$2.649	$2.523
Number of Units Outstanding	3,846	4,296	3,700	2,799	3,144	3,704	6,073	6,010	6,249	7,330
Short-Term Bond Division(a)
Accumulation Unit Value	$  1.037	$  1.022	—	—	—	—	—	—	—	—
Number of Units Outstanding	238	43	—	—	—	—	—	—	—	—
Select Bond Division
Accumulation Unit Value	$10.867	$10.657	$10.143	$9.899	$9.806	$9.480	$9.099	$8.220	$7.542	$6.929
Number of Units Outstanding	1,497	1,566	1,452	1,460	1,409	1,588	1,840	1,651	1,635	1,915

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

44

Account A Prospectus

Accumulation Unit Values

Contracts Issued After December 16, 1981 and Prior to March 31, 1995 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Long-Term U.S. Government Bond Division(a)
Accumulation Unit Value	$1.272	$1.066	—	—	—	—	—	—	—	—
Number of Units Outstanding	1,588	358	—	—	—	—	—	—	—	—
Inflation Protection Division(a)
Accumulation Unit Value	$1.032	$1.059	—	—	—	—	—	—	—	—
Number of Units Outstanding	636	147	—	—	—	—	—	—	—	—
High Yield Bond Division
Accumulation Unit Value	$1.723	$2.219	$2.195	$2.024	$2.022	$1.815	$1.424	$1.485	$1.432	$1.520
Number of Units Outstanding	1,143	1,445	1,329	1,427	1,495	1,456	1,461	1,881	2,029	2,904
Multi-Sector Bond Division(a)
Accumulation Unit Value	$0.922	$1.002	—	—	—	—	—	—	—	—
Number of Units Outstanding	829	159	—	—	—	—	—	—	—	—
Balanced Division
Accumulation Unit Value	$7.096	$9.299	$8.871	$8.135	$7.951	$7.462	$6.403	$7.012	$7.332	$7.436
Number of Units Outstanding	10,924	12,571	14,201	15,486	17,993	20,610	22,433	26,333	29,329	35,440
Asset Allocation Division(c)
Accumulation Unit Value	$0.955	$1.385	$1.282	$1.181	$1.117	$1.028	$0.863	$0.974	—	—
Number of Units Outstanding	2,398	3,994	4,206	4,479	2,884	2,383	2,124	477	—	—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. (c)    The initial investment was made on July 31, 2001. Fidelity® Variable Insurance Products
	December 31
	2008	2007	2006	2005	2004	2003
VIP Mid Cap Division(b)
Accumulation Unit Value	$1.510	$2.531	$2.222	$2.002	$1.717	$1.395
Number of Units Outstanding	2,005	2,342	2,182	1,827	1,329	483
VIP Contrafund® Division(a)
Accumulation Unit Value	$0.627	$1.109	—	—	—	—
Number of Units Outstanding	1,042	389	—	—	—	—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. Neuberger Berman Advisers Management Trust
	December 31
	2008	2007
Socially Responsive Division(a)
Accumulation Unit Value	$0.604	$1.010
Number of Units Outstanding	178	1

^(a) The initial investment was made on April 30, 2007.

Account A Prospectus

45

Accumulation Unit Values

Contracts Issued After December 16, 1981 and Prior to March 31, 1995 (continued)

Russell Investment Funds

	December 31
	2008		2007		2006		2005		2004		2003		2002		2001		2000		1999
Multi-Style Equity Division
Accumulation Unit Value	$	0.619	$	1.054	$	0.967	$	0.869	$	0.820	$	0.756	$	0.594	$	0.783	$	0.925	$	1.067
Number of Units Outstanding		2,239		2,751		2,931		3,010		3,567		3,138		2,539		2,727		2,366		1,476
Aggressive Equity Division
Accumulation Unit Value	$	0.929	$	1.648	$	1.614	$	1.423	$	1.355	$	1.196	$	0.832	$	1.040	$	1.079	$	1.100
Number of Units Outstanding		905		1,013		1,197		1,338		1,721		1,962		1,279		1,623		1,455		761
Non-U.S. Division
Accumulation Unit Value	$	0.920	$	1.618	$	1.488	$	1.219	$	1.085	$	0.929	$	0.678	$	0.809	$	1.050	$	1.243
Number of Units Outstanding		2,048		2,276		2,463		2,146		2,305		2,073		1,927		2,184		2,019		814
Real Estate Securities Division
Accumulation Unit Value	$	1.771	$	2.832	$	3.408	$	2.541	$	2.277	$	1.710	$	1.262	$	1.231	$	1.156	$	0.920
Number of Units Outstanding		2,022		2,048		2,500		2,416		2,138		1,509		1,199		812		653		249
Core Bond Division
Accumulation Unit Value	$	1.373	$	1.442	$	1.362	$	1.329	$	1.319	$	1.277	$	1.218	$	1.323	$	1.068	$	0.983
Number of Units Outstanding		1,182		1,329		1,254		1,047		1,113		777		996		793		728		581
Russell Investment Funds LifePoints® Variable Target Portfolio Series
	December 31
	2008		2007
Moderate Strategy Division(a)
Accumulation Unit Value	$	0.811	$	1.027
Number of Units Outstanding		234		204
Balanced Strategy Division(a)
Accumulation Unit Value	$	0.732	$	1.019
Number of Units Outstanding		828		12
Growth Strategy Division(a)
Accumulation Unit Value	$	0.657	$	1.013
Number of Units Outstanding		69		38
Equity Growth Strategy Division(a)
Accumulation Unit Value	$	0.587	$	1.004
Number of Units Outstanding		275		10

^(a) The initial investment was made on April 30, 2007.

46

Account A Prospectus

Accumulation Unit Values

Contracts Issued Prior to December 17, 1981

Northwestern Mutual Series Fund, Inc.

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Growth Stock Division
Accumulation Unit Value	$  1.918	$  3.161	$  2.917	$  2.682	$  2.509	$  2.369	$  2.007	$2.554	$3.000	$3.100
Number of Units Outstanding	38	40	136	231	175	304	313	311	335	373
Focused Appreciation Division(b)
Accumulation Unit Value	$  1.284	$  2.157	$  1.713	$  1.646	$  1.417	$  1.193	—	—	—	—
Number of Units Outstanding	37	10	196	254	70	6	—	—	—	—
Large Cap Core Stock Division
Accumulation Unit Value	$  1.625	$  2.672	$  2.467	$  2.229	$  2.071	$  1.929	$  1.567	$2.198	$2.402	$2.601
Number of Units Outstanding	31	67	74	77	107	112	125	182	181	254
Large Cap Blend Division(a)
Accumulation Unit Value	$  0.552	$  0.930	—	—	—	—	—	—	—	—
Number of Units Outstanding	18	5	—	—	—	—	—	—	—	—
Index 500 Stock Division
Accumulation Unit Value	$  3.381	$  5.402	$  5.163	$  4.499	$  4.328	$  3.939	$  3.090	$3.995	$4.568	$5.043
Number of Units Outstanding	1,544	2,187	2,786	3,199	3,365	3,555	3,965	4,934	5,707	6,688
Large Company Value Division(a)
Accumulation Unit Value	$  0.583	$  0.936	—	—	—	—	—	—	—	—
Number of Units Outstanding	11	2	—	—	—	—	—	—	—	—
Domestic Equity Division(c)
Accumulation Unit Value	$  0.830	$  1.360	$  1.463	$  1.265	$  1.179	$  1.017	$  0.762	$0.975	—	—
Number of Units Outstanding	49	42	74	74	245	97	107	11	—	—
Equity Income Division(b)
Accumulation Unit Value	$  1.123	$  1.762	$  1.720	$  1.454	$  1.406	$  1.230	—	—	—	—
Number of Units Outstanding	265	304	95	198	18	5	—	—	—	—
Mid Cap Growth Stock Division
Accumulation Unit Value	$  4.050	$  6.809	$  5.684	$  5.485	$  5.207	$  4.593	$  3.711	$4.742	$5.963	$5.658
Number of Units Outstanding	84	117	167	187	216	240	256	305	388	371
Index 400 Stock Division
Accumulation Unit Value	$  1.394	$  2.204	$  2.058	$  1.884	$  1.689	$  1.464	$  1.092	$1.288	$1.306	$1.123
Number of Units Outstanding	68	92	186	190	195	228	243	335	288	168
Mid Cap Value Division(b)
Accumulation Unit Value	$  1.185	$  1.839	$  1.856	$  1.633	$  1.561	$  1.325	—	—	—	—
Number of Units Outstanding	13	14	13	11	12	7	—	—	—	—
Small Cap Growth Stock Division
Accumulation Unit Value	$  1.672	$  3.001	$  2.760	$  2.607	$  2.362	$  2.003	$  1.517	$1.873	$1.961	$1.852
Number of Units Outstanding	52	47	72	87	109	201	196	243	261	95
Index 600 Stock Division(a)
Accumulation Unit Value	$  0.638	$  0.936	—	—	—	—	—	—	—	—
Number of Units Outstanding	10	1	—	—	—	—	—	—	—	—
Small Cap Value Division(c)
Accumulation Unit Value	$  1.363	$  1.911	$  1.941	$  1.678	$  1.577	$  1.275	$  0.951	$1.014	—	—
Number of Units Outstanding	60	70	163	254	334	228	230	11	—	—
International Growth Division(c)
Accumulation Unit Value	$  1.103	$  2.065	$  1.848	$  1.532	$  1.308	$  1.084	$  0.786	$0.903	—	—
Number of Units Outstanding	69	77	127	105	66	34	13	11	—	—
Research International Core Division(a)
Accumulation Unit Value	$  0.599	$  1.050	—	—	—	—	—	—	—	—
Number of Units Outstanding	25	7	—	—	—	—	—	—	—	—
International Equity Division
Accumulation Unit Value	$  2.541	$  4.555	$  3.887	$  2.992	$  2.703	$  2.282	$  1.637	$1.997	$2.339	$2.376
Number of Units Outstanding	115	249	300	303	298	316	326	340	376	630
Emerging Markets Equity Division(a)
Accumulation Unit Value	$  0.552	$  1.241	—	—	—	—	—	—	—	—
Number of Units Outstanding	18	57	—	—	—	—	—	—	—	—
Money Market Division
Accumulation Unit Value	$  3.476	$  3.408	$  3.262	$  3.134	$  3.066	$  3.045	$  3.031	$3.004	$2.913	$2.761
Number of Units Outstanding	228	176	324	416	241	389	460	766	733	898
Short-Term Bond Division(a)
Accumulation Unit Value	$  1.046	$  1.026	—	—	—	—	—	—	—	—
Number of Units Outstanding	12	15	—	—	—	—	—	—	—	—
Select Bond Division
Accumulation Unit Value	$12.441	$12.139	$11.496	$11.164	$11.004	$10.584	$10.109	$9.086	$8.295	$7.583
Number of Units Outstanding	191	197	254	324	389	456	603	515	496	715

^(a) The initial investment was made on April 30, 2007.

^(b) The initial investment was made on May 1, 2003.

^(c) The initial investment was made on July 31, 2001.

Account A Prospectus

47

Accumulation Unit Values

Contracts Issued Prior to December 17, 1981 (continued)

Northwestern Mutual Series Fund, Inc. (continued)

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Long-Term U.S. Government Bond Division(a)
Accumulation Unit Value	$1.283	$  1.070	—	—	—	—	—	—	—	—
Number of Units Outstanding	87	—	—	—	—	—	—	—	—	—
Inflation Protection Division(a)
Accumulation Unit Value	$1.040	$  1.063	—	—	—	—	—	—	—	—
Number of Units Outstanding	5	8	—	—	—	—	—	—	—	—
High Yield Bond Division
Accumulation Unit Value	$1.855	$  2.376	$  2.338	$2.146	$2.132	$1.905	$1.487	$1.543	$1.480	$1.563
Number of Units Outstanding	19	54	65	72	44	83	69	74	81	77
Multi-Sector Bond Division(a)
Accumulation Unit Value	$0.930	$  1.006	—	—	—	—	—	—	—	—
Number of Units Outstanding	15	19	—	—	—	—	—	—	—	—
Balanced Division
Accumulation Unit Value	$8.123	$10.591	$10.053	$9.172	$8.920	$8.330	$7.113	$7.750	$8.063	$8.137
Number of Units Outstanding	696	775	1,099	1,054	1,160	1,310	1,322	1,566	2,213	2,738
Asset Allocation Division(c)
Accumulation Unit Value	$0.992	$  1.430	$  1.317	$1.207	$1.137	$1.041	$0.869	$0.976	—	—
Number of Units Outstanding	22	22	72	81	64	46	41	11	—	—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. (c)    The initial investment was made on July 31, 2001. Fidelity® Variable Insurance Products
	December 31
	2008	2007	2006	2005	2004	2003
VIP Mid Cap Division(b)
Accumulation Unit Value	$1.553	$2.591	$2.263	$2.029	$1.732	$1.400
Number of Units Outstanding	88	86	123	80	49	26
VIP Contrafund® Division(a)
Accumulation Unit Value	$0.633	$1.112	—	—	—	—
Number of Units Outstanding	86	16	—	—	—	—
(a)    The initial investment was made on April 30, 2007. (b)   The initial investment was made on May 1, 2003. Neuberger Berman Advisers Management Trust
	December 31
	2008	2007
Socially Responsive Division(a)
Accumulation Unit Value	$0.609	$1.014
Number of Units Outstanding	12	—

^(a) The initial investment was made on April 30, 2007.

48

Account A Prospectus

Accumulation Unit Values

Contracts Issued Prior to December 17, 1981 (continued)

Russell Investment Funds

	December 31
	2008	2007	2006	2005	2004	2003	2002	2001	2000	1999
Multi-Style Equity Division
Accumulation Unit Value	$0.650	$1.101	$1.005	$0.898	$0.844	$0.774	$0.605	$0.794	$0.932	$1.071
Number of Units Outstanding	10	34	23	19	20	7	6	27	60	8
Aggressive Equity Division
Accumulation Unit Value	$0.975	$1.721	$1.677	$1.472	$1.394	$1.224	$0.847	$1.054	$1.088	$1.104
Number of Units Outstanding	8	26	78	91	118	109	113	64	59	7
Non-U.S. Division
Accumulation Unit Value	$0.966	$1.690	$1.546	$1.260	$1.117	$0.951	$0.690	$0.820	$1.059	$1.247
Number of Units Outstanding	37	292	310	77	48	36	33	52	52	12
Real Estate Securities Division
Accumulation Unit Value	$1.859	$2.958	$3.542	$2.627	$2.343	$1.750	$1.285	$1.247	$1.165	$0.923
Number of Units Outstanding	265	203	177	81	268	48	56	23	25	5
Core Bond Division
Accumulation Unit Value	$1.442	$1.506	$1.415	$1.374	$1.357	$1.307	$1.240	$1.148	$1.077	$0.986
Number of Units Outstanding	23	44	36	44	22	10	11	17	23	3
Russell Investment Funds LifePoints® Variable Target Portfolio Series
	December 31
	2008	2007
Moderate Strategy Division(a)
Accumulation Unit Value	$0.818	$1.030
Number of Units Outstanding	—	—
Balanced Strategy Division(a)
Accumulation Unit Value	$0.738	$1.022
Number of Units Outstanding	—	—
Growth Strategy Division(a)
Accumulation Unit Value	$0.663	$1.016
Number of Units Outstanding	—	—
Equity Growth Strategy Division(a)
Accumulation Unit Value	$0.592	$1.007
Number of Units Outstanding	—	—

^(a) The initial investment was made on April 30, 2007.

Account A Prospectus

49

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2009

FLEXIBLE PAYMENT VARIABLE ANNUITY

An individual flexible payment Variable Annuity Contract (the “Contract”) to provide retirement annuity

benefits for self-employed persons and their eligible employees.

Issued by The Northwestern Mutual Life Insurance Company

and

NML Variable Annuity Account A

This Statement of Additional Information (“SAI”) is not a prospectus, but supplements and should be read in conjunction with the prospectus for the Contract identified above and dated the same date as this SAI. A copy of the prospectus may be obtained by writing The Northwestern Mutual Life Insurance Company, Investment Products and Services Department, Room W07SW, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, calling telephone number 1-888-455-2232, or visiting the website www.nmfn.com.

B-1

TABLE OF CONTENTS

	Page
DISTRIBUTION OF THE CONTRACTS	B-3
DETERMINATION OF ANNUITY PAYMENTS	B-3
Amount of Annuity Payments	B-3
Annuity Unit Value	B-4
Illustrations of Variable Annuity Payments	B-4
VALUATION OF ASSETS OF THE ACCOUNT	B-5
TRANSFERABILITY RESTRICTIONS	B-5
EXPERTS	B-5
Financial Statements of the Account	F-1
FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL	F-32

B-2

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, are registered representatives of Northwestern Mutual Investment Services, LLC (“NMIS”). NMIS is our wholly-owned company. The principal business address of NMIS is 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

NMIS is the principal underwriter of the Contracts for purposes of the federal securities laws. We paid the following amounts to NMIS with respect to sales of the Contracts, including commissions on sales of variable annuity contracts to corporate pension plans, during each of the last three years representing commission payments NMIS made to our agents and related benefits. None of these amounts was retained by NMIS and no amounts were paid to other underwriters or broker-dealers. We also paid additional amounts to NMIS in reimbursement for other expenses related to the distribution of variable annuity contracts.

Year	Amount
2008	$1,788,612
2007	$1,994,421
2006	$1,523,231

NMIS also provides certain services related to the administration of certain payment plans under the Policies. In exchange for these services, NMIS receives compensation to cover the actual costs incurred by NMIS in performing these services under an administrative services contract with us.

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,” including “Description of Payment Plans,” “Amount of Annuity Payments,” and “Assumed Investment Rate”; “Dividends”; “Net Investment Factor”; and “Deductions.”

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.

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

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

B-3

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.

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). The example is for a Contract with sex-distinct rates.

(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	$5.35
(5)	Amount of first payment from Balanced Division, (3) X (4) divided by $1,000	$267.50
(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)	178.33

The $50,000 value at maturity provides a first payment from the Balanced Division of $267.50, and payments thereafter of the varying dollar value of 178.33 Annuity Units. The amount of subsequent payments from the Balanced Division is determined by multiplying 178.33 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 178.33 multiplied by $1.501000, or $267.68.

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 178.33 X $1.499000, or $267.32.

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.

B-4

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.

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; 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, and the related notes and report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, included in this Statement of Additional Information and the financial statements of Northwestern Mutual, and the related notes and report of PricewaterhouseCoopers LLP included in this Statement of Additional Information are so included in reliance on the reports of PricewaterhouseCoopers LLP, 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 1800, Milwaukee, Wisconsin 53202.

B-5

Annual Report December 31, 2008

NML Variable Annuity Account A

Financial Statements

B-6

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Growth Stock Division		Focused Appreciation Division (a)		Large Cap Core Stock Division		Large Cap Blend Division (a)		Index 500 Stock Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	10,398	$	5,266	$	6,817	$	565	$	36,168
Fidelity Variable Insurance Products		–		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–		–
Russell Investment Funds		–		–		–		–		–
Due from Northwestern Mutual Life Insurance Company		120		2		2		–		12
Total Assets		10,518		5,268		6,819		565		36,180
Liabilities:
Due to Northwestern Mutual Life Insurance Company		1		–		5		–		14
Due to Participants		11		–		6		–		20
Total Liabilities		12		–		11		–		34
Total Net Assets	$	10,506	$	5,268	$	6,808	$	565	$	36,146
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	73	$	47	$	50	$	10	$	5,222
Annuity Reserves		8		–		27		–		163
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		4,697		2,881		3,395		412		16,850
Annuity Reserves		27		100		139		20		657
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		428		75		226		4		1,099
Annuity Reserves		10		–		63		–		43
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		2,608		931		1,779		41		6,472
Annuity Reserves		–		–		–		–		2
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		148		286		115		2		612
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		181		39		41		10		539
Class B Accumulation Units (9)		1,659		909		819		66		3,474
Annuity Reserves		–		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		667		–		154		–		1,013
Annuity Reserves		–		–		–		–		–
Total Net Assets	$	10,506	$	5,268	$	6,808	$	565	$	36,146
(1)    Investments, at cost	$	14,381	$	7,927	$	8,874	$	885	$	52,966
(2)    Shares Outstanding		7,364		4,403		7,773		1,036		18,586
(3)    Accumulation Unit Value	$	1.918211	$	1.284107	$	1.624552	$	0.551598	$	3.381089
Units Outstanding		38		37		31		18		1,544
(4)    Accumulation Unit Value	$	1.782457	$	1.248176	$	1.509570	$	0.546962	$	3.089109
Units Outstanding		2,635		2,308		2,249		753		5,455
(5)    Accumulation Unit Value	$	1.850502	$	1.309615	$	1.566681	$	0.554826	$	2.163516
Units Outstanding		231		57		144		6		508
(6)    Accumulation Unit Value	$	1.782457	$	1.248176	$	1.509570	$	0.546962	$	3.089109
Units Outstanding		1,463		746		1,179		75		2,095
(7)    Accumulation Unit Value	$	0.598090	$	1.302296	$	0.612094	$	0.553912	$	0.670905
Units Outstanding		247		220		188		3		912
(8)    Accumulation Unit Value	$	0.598090	$	1.302296	$	0.612094	$	0.553912	$	0.670905
Units Outstanding		275		30		66		19		804
(9)    Accumulation Unit Value	$	1.782457	$	1.248176	$	1.509570	$	0.546962	$	3.089109
Units Outstanding		898		728		543		121		1,124
(10)  Accumulation Unit Value	$	0.617447	$	1.313419	$	0.657733	$	0.555297	$	0.698694
Units Outstanding		1,081		–		235		–		1,450

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-1

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Large Company Value Division (a)		Domestic Equity Division (a)		Equity Income Division (a)		Mid Cap Growth Stock Division		Index 400 Stock Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	1,537	$	9,700	$	7,530	$	23,693	$	7,974
Fidelity Variable Insurance Products		–		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–		–
Russell Investment Funds		–		–		–		–		–
Due from Northwestern Mutual Life Insurance Company		2		4		–		3		1
Total Assets		1,539		9,704		7,530		23,696		7,975
Liabilities:
Due to Northwestern Mutual Life Insurance Company		1		1		16		2		6
Due to Participants		–		–		–		2		–
Total Liabilities		1		1		16		4		6
Total Net Assets	$	1,538	$	9,703	$	7,514	$	23,692	$	7,969
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	6	$	41	$	297	$	341	$	94
Annuity Reserves		–		7		–		3		–
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		134		3,207		2,123		14,552		3,338
Annuity Reserves		–		83		44		51		141
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		–		574		286		904		336
Annuity Reserves		–		–		–		37		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		33		819		972		5,318		1,370
Annuity Reserves		–		–		–		2		2
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		37		430		318		137		330
Annuity Reserves		–		–		81		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		3		128		185		125		145
Class B Accumulation Units (9)		62		1,280		773		1,525		1,446
Annuity Reserves		–		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		1,263		3,018		2,435		697		767
Annuity Reserves		–		116		–		–		–
Total Net Assets	$	1,538	$	9,703	$	7,514	$	23,692	$	7,969
(1)    Investments, at cost	$	2,078	$	16,441	$	11,656	$	38,180	$	12,875
(2)    Shares Outstanding		2,712		15,373		8,676		12,353		8,821
(3)    Accumulation Unit Value	$	0.582824	$	0.830435	$	1.122817	$	4.049506	$	1.394193
Units Outstanding		11		49		265		84		68
(4)    Accumulation Unit Value	$	0.577921	$	0.800161	$	1.091416	$	3.699663	$	1.328286
Units Outstanding		231		4,007		1,945		3,933		2,513
(5)    Accumulation Unit Value	$	0.586235	$	0.852113	$	1.145119	$	1.965508	$	1.441782
Units Outstanding		–		674		250		460		233
(6)    Accumulation Unit Value	$	0.577921	$	0.800161	$	1.091416	$	3.699663	$	1.328286
Units Outstanding		57		1,023		891		1,438		1,031
(7)    Accumulation Unit Value	$	0.585260	$	0.845901	$	1.138754	$	0.624751	$	1.127625
Units Outstanding		62		509		279		220		293
(8)    Accumulation Unit Value	$	0.585260	$	0.845901	$	1.138754	$	0.624751	$	1.127625
Units Outstanding		6		151		162		200		129
(9)    Accumulation Unit Value	$	0.577921	$	0.800161	$	1.091416	$	3.699663	$	1.328286
Units Outstanding		107		1,600		708		412		1,089
(10)  Accumulation Unit Value	$	0.586742	$	0.855358	$	1.148461	$	0.643955	$	1.174655
Units Outstanding		2,152		3,529		2,121		1,082		652

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-2

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Mid Cap Value Division (a)		Small Cap Growth Stock Division		Index 600 Stock Division		Small Cap Value Division (a)		International Growth Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	2,741	$	6,984	$	612	$	6,238	$	7,785
Fidelity Variable Insurance Products		–		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–		–
Russell Investment Funds		–		–		–		–		–
Due from Northwestern Mutual Life Insurance Company		–		–		7		3		2
Total Assets		2,741		6,984		619		6,241		7,787
Liabilities:
Due to Northwestern Mutual Life Insurance Company		–		4		2		6		6
Due to Participants		–		1		–		–		–
Total Liabilities		–		5		2		6		6
Total Net Assets	$	2,741	$	6,979	$	617	$	6,235	$	7,781
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	16	$	87	$	6	$	82	$	76
Annuity Reserves		2		2		–		2		6
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		828		3,150		80		2,407		2,700
Annuity Reserves		–		27		–		28		151
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		87		298		6		274		284
Annuity Reserves		–		–		–		–		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		290		1,465		48		811		973
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		71		138		6		286		223
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		40		97		102		112		63
Class B Accumulation Units (9)		352		1,258		90		1,126		1,061
Annuity Reserves		–		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		1,025		457		279		1,107		2,185
Annuity Reserves		30		–		–		–		59
Total Net Assets	$	2,741	$	6,979	$	617	$	6,235	$	7,781
(1)    Investments, at cost	$	4,171	$	13,403	$	740	$	9,174	$	13,734
(2)    Shares Outstanding		3,364		6,425		964		5,491		9,084
(3)    Accumulation Unit Value	$	1.185376	$	1.671791	$	0.638371	$	1.362805	$	1.103010
Units Outstanding		13		52		10		60		69
(4)    Accumulation Unit Value	$	1.152226	$	1.592747	$	0.633010	$	1.313119	$	1.062818
Units Outstanding		719		1,978		126		1,833		2,541
(5)    Accumulation Unit Value	$	1.208947	$	1.728904	$	0.642108	$	1.398335	$	1.131785
Units Outstanding		72		172		10		196		251
(6)    Accumulation Unit Value	$	1.152226	$	1.592747	$	0.633010	$	1.313119	$	1.062818
Units Outstanding		252		920		77		618		915
(7)    Accumulation Unit Value	$	1.202201	$	0.786331	$	0.641044	$	1.388120	$	1.123539
Units Outstanding		59		177		9		206		199
(8)    Accumulation Unit Value	$	1.202201	$	0.786331	$	0.641044	$	1.388120	$	1.123539
Units Outstanding		33		123		159		81		56
(9)    Accumulation Unit Value	$	1.152226	$	1.592747	$	0.633010	$	1.313119	$	1.062818
Units Outstanding		305		789		142		858		999
(10)  Accumulation Unit Value	$	1.212458	$	0.774891	$	0.642663	$	1.403637	$	1.136109
Units Outstanding		846		589		434		788		1,923

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-3

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Research International Core Division (a)		International Equity Division (a)		Emerging Markets Equity Division (a)		Money Market Division		Short-Term Bond Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	1,046	$	31,644	$	2,571	$	20,847	$	2,261
Fidelity Variable Insurance Products		–		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–		–
Russell Investment Funds		–		–		–		–		–
Due from Northwestern Mutual Life Insurance Company		1		1		–		2		–
Total Assets		1,047		31,645		2,571		20,849		2,261
Liabilities:
Due to Northwestern Mutual Life Insurance Company		–		12		–		–		–
Due to Participants		–		35		–		6		–
Total Liabilities		–		47		–		6		–
Total Net Assets	$	1,047	$	31,598	$	2,571	$	20,843	$	2,261
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	15	$	293	$	10	$	793	$	12
Annuity Reserves		–		6		–		75		–
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		170		15,899		658		11,680		247
Annuity Reserves		–		198		17		275		–
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		12		1,086		93		258		281
Annuity Reserves		–		16		–		–		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		12		4,509		203		2,956		31
Annuity Reserves		–		1		–		–		–
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		2		817		45		179		1
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		–		392		22		325		–
Class B Accumulation Units (9)		16		3,431		166		2,727		132
Annuity Reserves		–		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		820		4,888		1,344		1,557		1,557
Annuity Reserves		–		62		13		18		–
Total Net Assets	$	1,047	$	31,598	$	2,571	$	20,843	$	2,261
(1)    Investments, at cost	$	1,488	$	43,479	$	4,459	$	20,847	$	2,326
(2)    Shares Outstanding		1,803		23,936		4,806		20,847		2,288
(3)    Accumulation Unit Value	$	0.598615	$	2.541401	$	0.551511	$	3.476399	$	1.045715
Units Outstanding		25		115		18		228		12
(4)    Accumulation Unit Value	$	0.593588	$	2.349745	$	0.546886	$	3.037364	$	1.036955
Units Outstanding		287		6,766		1,203		3,846		238
(5)    Accumulation Unit Value	$	0.602115	$	2.168093	$	0.554746	$	1.636123	$	1.051836
Units Outstanding		20		501		168		158		267
(6)    Accumulation Unit Value	$	0.593588	$	2.349745	$	0.546886	$	3.037364	$	1.036955
Units Outstanding		19		1,919		372		973		29
(7)    Accumulation Unit Value	$	0.601121	$	1.103430	$	0.553822	$	1.271472	$	1.050082
Units Outstanding		3		740		80		140		1
(8)    Accumulation Unit Value	$	0.601121	$	1.103430	$	0.553822	$	1.271472	$	1.050082
Units Outstanding		–		356		40		256		–
(9)    Accumulation Unit Value	$	0.593588	$	2.349745	$	0.546886	$	3.037364	$	1.036955
Units Outstanding		27		1,460		304		898		127
(10)  Accumulation Unit Value	$	0.602638	$	1.095512	$	0.555222	$	1.270343	$	1.052716
Units Outstanding		1,361		4,462		2,421		1,225		1,480

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-4

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Select Bond Division		Long-Term U.S. Government Bond Division (a)		Inflation Protection Division (a)		High Yield Bond Division		Multi-Sector Bond Division (a)
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	41,843	$	5,339	$	3,974	$	6,467	$	5,180
Fidelity Variable Insurance Products		–		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–		–
Russell Investment Funds		–		–		–		–		–
Due from Northwestern Mutual Life Insurance Company		33		2		21		4		1
Total Assets		41,876		5,341		3,995		6,471		5,181
Liabilities:
Due to Northwestern Mutual Life Insurance Company		–		–		–		1		–
Due to Participants		34		–		–		–		–
Total Liabilities		34		–		–		1		–
Total Net Assets	$	41,842	$	5,341	$	3,995	$	6,470	$	5,181
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	2,371	$	112	$	5	$	35	$	14
Annuity Reserves		213		–		–		12		–
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		16,270		2,019		656		1,971		764
Annuity Reserves		525		–		51		50		100
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		1,375		455		22		318		58
Annuity Reserves		29		–		–		–		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		4,758		731		77		733		161
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		1,066		156		83		176		70
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		433		90		22		78		–
Class B Accumulation Units (9)		4,552		288		90		759		208
Annuity Reserves		–		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		10,177		1,490		2,989		2,302		3,680
Annuity Reserves		73		–		–		36		126
Total Net Assets	$	41,842	$	5,341	$	3,995	$	6,470	$	5,181
(1)    Investments, at cost	$	41,822	$	4,750	$	4,228	$	8,690	$	5,830
(2)    Shares Outstanding		34,638		4,373		4,019		12,655		6,088
(3)    Accumulation Unit Value	$	12.440863	$	1.282537	$	1.040339	$	1.854701	$	0.929693
Units Outstanding		191		87		5		19		15
(4)    Accumulation Unit Value	$	10.866739	$	1.271820	$	1.031635	$	1.723455	$	0.921898
Units Outstanding		1,497		1,588		636		1,143		829
(5)    Accumulation Unit Value	$	2.253325	$	1.290041	$	1.046430	$	1.815250	$	0.935121
Units Outstanding		611		353		21		175		62
(6)    Accumulation Unit Value	$	10.866739	$	1.271820	$	1.031635	$	1.723455	$	0.921898
Units Outstanding		438		574		74		426		174
(7)    Accumulation Unit Value	$	1.650650	$	1.287905	$	1.044699	$	1.231169	$	0.933576
Units Outstanding		646		121		80		143		75
(8)    Accumulation Unit Value	$	1.650650	$	1.287905	$	1.044699	$	1.231169	$	0.933576
Units Outstanding		262		70		21		63		–
(9)    Accumulation Unit Value	$	10.866739	$	1.271820	$	1.031635	$	1.723455	$	0.921898
Units Outstanding		424		226		88		440		226
(10)  Accumulation Unit Value	$	1.654323	$	1.291153	$	1.047325	$	1.246182	$	0.935931
Units Outstanding		6,152		1,154		2,854		1,848		3,932

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-5

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Balanced Division		Asset Allocation Division		Fidelity VIP Mid Cap Division		Fidelity VIP Contrafund Division		Neuberger Berman AMT Socially Responsive Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	104,179	$	5,087	$	–	$	–	$	–
Fidelity Variable Insurance Products		–		–		8,589		5,798		–
Neuberger Berman Advisers Management Trust		–		–		–		–		531
Russell Investment Funds		–		–		–		–		–
Due from Northwestern Mutual Life Insurance Company		43		1		2		9		–
Total Assets		104,222		5,088		8,591		5,807		531
Liabilities:
Due to Northwestern Mutual Life Insurance Company		–		–		1		3		1
Due to Participants		240		–		–		–		–
Total Liabilities		240		–		1		3		1
Total Net Assets	$	103,982	$	5,088	$	8,590	$	5,804	$	530
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	5,653	$	22	$	136	$	54	$	7
Annuity Reserves		1,897		26		–		–		–
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		77,517		2,291		3,026		654		107
Annuity Reserves		2,674		86		158		16		–
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		1,587		127		314		134		7
Annuity Reserves		126		–		–		–		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		8,810		877		963		235		31
Annuity Reserves		48		–		–		–		–
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		214		442		380		55		1
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		469		91		102		125		–
Class B Accumulation Units (9)		4,987		1,126		1,082		228		13
Annuity Reserves		–		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		–		–		2,336		4,245		364
Annuity Reserves		–		–		93		58		–
Total Net Assets	$	103,982	$	5,088	$	8,590	$	5,804	$	530
(1)    Investments, at cost	$	154,290	$	7,385	$	13,732	$	8,783	$	777
(2)    Shares Outstanding		94,622		6,564		474		383		57
(3)    Accumulation Unit Value	$	8.122701	$	0.991527	$	1.552966	$	0.632696	$	0.609253
Units Outstanding		696		22		88		86		12
(4)    Accumulation Unit Value	$	7.096394	$	0.955398	$	1.509505	$	0.627398	$	0.604143
Units Outstanding		10,924		2,398		2,005		1,042		178
(5)    Accumulation Unit Value	$	2.181253	$	1.017397	$	1.583809	$	0.636396	$	0.612825
Units Outstanding		727		125		198		211		10
(6)    Accumulation Unit Value	$	7.096394	$	0.955398	$	1.509505	$	0.627398	$	0.604143
Units Outstanding		1,242		918		638		375		52
(7)    Accumulation Unit Value	$	1.000063	$	1.009999	$	1.574980	$	0.635349	$	0.611798
Units Outstanding		214		438		241		86		2
(8)    Accumulation Unit Value	$	1.000063	$	1.009999	$	1.574980	$	0.635349	$	0.611798
Units Outstanding		469		90		64		197		–
(9)    Accumulation Unit Value	$	7.096394	$	0.955398	$	1.509505	$	0.627398	$	0.604143
Units Outstanding		703		1,179		717		364		21
(10)  Accumulation Unit Value	$	1.019693	$	1.021282	$	1.588398	$	0.636958	$	0.613346
Units Outstanding		–		–		1,471		6,665		592

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-6

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Russell Multi-Style Equity Division		Russell Aggressive Equity Division		Russell Non-U.S. Division		Russell Real Estate Securities Division		Russell Core Bond Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	–	$	–	$	–	$	–	$	–
Fidelity Variable Insurance Products		–		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–		–
Russell Investment Funds		6,839		2,760		6,493		11,435		9,096
Due from Northwestern Mutual Life Insurance Company		5		1		1		1		–
Total Assets		6,844		2,761		6,494		11,436		9,096
Liabilities:
Due to Northwestern Mutual Life Insurance Company		1		1		1		15		1
Due to Participants		–		–		–		1		5
Total Liabilities		1		1		1		16		6
Total Net Assets	$	6,843	$	2,760	$	6,493	$	11,420	$	9,090
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	7	$	8	$	36	$	492	$	34
Annuity Reserves		–		–		–		3		–
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		1,386		841		1,884		3,580		1,624
Annuity Reserves		52		4		19		185		2
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		67		156		274		401		313
Annuity Reserves		–		–		–		–		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		985		535		926		1,079		1,034
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		268		99		207		430		256
Annuity Reserves		–		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		38		10		86		207		192
Class B Accumulation Units (9)		808		489		827		1,809		937
Annuity Reserves		–		–		–		1		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		3,232		595		2,234		3,192		4,667
Annuity Reserves		–		23		–		41		31
Total Net Assets	$	6,843	$	2,760	$	6,493	$	11,420	$	9,090
(1)    Investments, at cost	$	10,177	$	4,902	$	10,661	$	20,033	$	9,801
(2)    Shares Outstanding		752		376		862		1,209		972
(3)    Accumulation Unit Value	$	0.649525	$	0.975105	$	0.965924	$	1.858618	$	1.441509
Units Outstanding		10		8		37		265		23
(4)    Accumulation Unit Value	$	0.618811	$	0.928999	$	0.920266	$	1.770725	$	1.373433
Units Outstanding		2,239		905		2,048		2,022		1,182
(5)    Accumulation Unit Value	$	0.671704	$	1.008404	$	0.998879	$	1.922046	$	1.490712
Units Outstanding		100		155		274		209		210
(6)    Accumulation Unit Value	$	0.618811	$	0.928999	$	0.920266	$	1.770725	$	1.373433
Units Outstanding		1,593		576		1,007		609		753
(7)    Accumulation Unit Value	$	0.625460	$	0.850538	$	0.791402	$	2.018711	$	1.467276
Units Outstanding		429		117		261		213		175
(8)    Accumulation Unit Value	$	0.625460	$	0.850538	$	0.791402	$	2.018711	$	1.467276
Units Outstanding		61		12		108		102		131
(9)    Accumulation Unit Value	$	0.618811	$	0.928999	$	0.920266	$	1.770725	$	1.373433
Units Outstanding		1,306		526		898		1,020		683
(10)  Accumulation Unit Value	$	0.658748	$	0.887231	$	0.843523	$	1.869424	$	1.463384
Units Outstanding		4,906		671		2,649		1,708		3,189

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-7

NML Variable Annuity Account A

Statements of Assets and Liabilities

December 31, 2008

(in thousands, except accumulation unit values)

	Russell LifePoints Moderate Strategy Division		Russell LifePoints Balanced Strategy Division		Russell LifePoints Growth Strategy Division		Russell LifePoints Equity Growth Strategy Division
Assets:
Investments, at value (1) (2)
Northwestern Mutual Series Fund, Inc.	$	–	$	–	$	–	$	–
Fidelity Variable Insurance Products		–		–		–		–
Neuberger Berman Advisers Management Trust		–		–		–		–
Russell Investment Funds		450		1,194		506		204
Due from Northwestern Mutual Life Insurance Company		–		–		–		–
Total Assets		450		1,194		506		204
Liabilities:
Due to Northwestern Mutual Life Insurance Company		–		19		–		–
Due to Participants		–		–		–		–
Total Liabilities		–		19		–		–
Total Net Assets	$	450	$	1,175	$	506	$	204
Net Assets:
Variable Annuity Contracts Issued:
Prior to December 17, 1981
Accumulation Units (3)	$	–	$	–	$	–	$	–
Annuity Reserves		–		–		–		–
After December 16, 1981 and Prior to March 31, 1995
Accumulation Units (4)		190		606		45		162
Annuity Reserves		–		18		–		8
On or After March 31, 1995 and Prior to March 31, 2000 – Front Load Version
Accumulation Units (5)		157		9		–		–
Annuity Reserves		–		–		–		–
On or After March 31, 1995 and Prior to March 31, 2000 – Back Load Version
Accumulation Units (6)		41		58		332		30
Annuity Reserves		–		–		–		–
On or After March 31, 2000 – Front Load Version
Accumulation Units (7)		–		196		2		–
Annuity Reserves		–		–		–		–
On or After March 31, 2000 – Back Load Version
Class A Accumulation Units (8)		2		–		1		–
Class B Accumulation Units (9)		60		288		126		4
Annuity Reserves		–		–		–		–
On or After October 16, 2006 – Fee Based Version
Accumulation Units (10)		–		–		–		–
Annuity Reserves		–		–		–		–
Total Net Assets	$	450	$	1,175	$	506	$	204
(1)    Investments, at cost	$	538	$	1,406	$	747	$	317
(2)    Shares Outstanding		58		175		82		37
(3)    Accumulation Unit Value	$	0.818186	$	0.737777	$	0.662577	$	0.592413
Units Outstanding		–		–		–		–
(4)    Accumulation Unit Value	$	0.811324	$	0.731582	$	0.657020	$	0.587444
Units Outstanding		234		828		69		275
(5)    Accumulation Unit Value	$	0.822977	$	0.742083	$	0.666470	$	0.595885
Units Outstanding		191		12		–		–
(6)    Accumulation Unit Value	$	0.811324	$	0.731582	$	0.657020	$	0.587444
Units Outstanding		50		80		506		52
(7)    Accumulation Unit Value	$	0.821607	$	0.740864	$	0.665350	$	0.594901
Units Outstanding		–		265		3		–
(8)    Accumulation Unit Value	$	0.821607	$	0.740864	$	0.665350	$	0.594901
Units Outstanding		3		–		2		–
(9)    Accumulation Unit Value	$	0.811324	$	0.731582	$	0.657020	$	0.587444
Units Outstanding		74		399		191		7
(10)  Accumulation Unit Value	$	0.823673	$	0.742732	$	0.667030	$	0.596398
Units Outstanding		–		–		–		–

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-8

NML Variable Annuity Account A

Statements of Operations

For the Year Ended December 31, 2008

(in thousands)

	Growth Stock Division			Focused Appreciation Division (a)			Large Cap Core Stock Division			Large Cap Blend Division (a)			Index 500 Stock Division
Income:
Dividend income	$	157		$	25		$	158		$	8		$	1,168
Expenses:
Mortality and expense risk charges		174			84			118			7			585
Net investment income (loss)		(17	)		(59	)		40			1			583
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(382	)		116			172			(19	)		347
Realized gain distributions		978			193			–			–			1,652
Realized gains (losses)		596			309			172			(19	)		1,999
Change in unrealized appreciation/ depreciation of investments during the period		(7,646	)		(3,804	)		(4,915	)		(282	)		(26,439	)
Net increase (decrease) in net assets resulting from operations	$	(7,067	)	$	(3,554	)	$	(4,703	)	$	(300	)	$	(23,857	)
	Large Company Value Division (a)			Domestic Equity Division (a)			Equity Income Division (a)			Mid Cap Growth Stock Division			Index 400 Stock Division
Income:
Dividend income	$	39		$	345		$	2		$	101		$	172
Expenses:
Mortality and expense risk charges		6			106			80			404			122
Net investment income (loss)		33			239			(78	)		(303	)		50
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(166	)		(595	)		(380	)		(1,027	)		39
Realized gain distributions		4			1,009			197			4,545			1,168
Realized gains (losses)		(162	)		414			(183	)		3,518			1,207
Change in unrealized appreciation/ depreciation of investments during the period		(481	)		(6,118	)		(3,399	)		(20,027	)		(5,994	)
Net increase (decrease) in net assets resulting from operations	$	(610	)	$	(5,465	)	$	(3,660	)	$	(16,812	)	$	(4,737	)

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-9

NML Variable Annuity Account A

Statements of Operations

For the Year Ended December 31, 2008

(in thousands)

	Mid Cap Value Division (a)			Small Cap Growth Stock Division			Index 600 Stock Division			Small Cap Value Division (a)			International Growth Division
Income:
Dividend income	$	–		$	17		$	–		$	27		$	158
Expenses:
Mortality and expense risk charges		33			112			3			82			106
Net investment income (loss)		(33	)		(95	)		(3	)		(55	)		52
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(586	)		(222	)		(31	)		(99	)		(207	)
Realized gain distributions		73			1,904			6			661			1,241
Realized gains (losses)		(513	)		1,682			(25	)		562			1,034
Change in unrealized appreciation/ depreciation of investments during the period		(715	)		(7,146	)		(114	)		(3,004	)		(7,230	)
Net increase (decrease) in net assets resulting from operations	$	(1,261	)	$	(5,559	)	$	(142	)	$	(2,497	)	$	(6,144	)
	Research International Core Division (a)			International Equity Division (a)			Emerging Markets Equity Division (a)			Money Market Division			Short-Term Bond Division
Income:
Dividend income	$	19		$	1,163		$	90		$	580		$	88
Expenses:
Mortality and expense risk charges		5			492			23			238			8
Net investment income (loss)		14			671			67			342			80
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(162	)		1,786			(309	)		–			(5	)
Realized gain distributions		9			4,292			17			4			–
Realized gains (losses)		(153	)		6,078			(292	)		4			(5	)
Change in unrealized appreciation/ depreciation of investments during the period		(431	)		(31,313	)		(1,987	)		–			(55	)
Net increase (decrease) in net assets resulting from operations	$	(570	)	$	(24,564	)	$	(2,212	)	$	346		$	20

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-10

NML Variable Annuity Account A

Statements of Operations

For the Year Ended December 31, 2008

(in thousands)

	Select Bond Division			Long-Term U.S. Government Bond Division (a)			Inflation Protection Division (a)			High Yield Bond Division			Multi-Sector Bond Division (a)
Income:
Dividend income	$	1,903		$	85		$	137		$	630		$	342
Expenses:
Mortality and expense risk charges		402			25			16			69			23
Net investment income (loss)		1,501			60			121			561			319
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(260	)		55			(4	)		(316	)		(108	)
Realized gain distributions		–			57			5			–			24
Realized gains (losses)		(260	)		112			1			(316	)		(84	)
Change in unrealized appreciation/ depreciation of investments during the period		(432	)		570			(268	)		(2,107	)		(627	)
Net increase (decrease) in net assets resulting from operations	$	809		$	742		$	(146	)	$	(1,862	)	$	(392	)
	Balanced Division			Asset Allocation Division			Fidelity VIP Mid Cap Division			Fidelity VIP Contrafund Division			Neuberger Berman AMT Socially Responsive Division
Income:
Dividend income	$	1,683		$	189		$	26		$	65		$	13
Expenses:
Mortality and expense risk charges		1,576			78			105			28			3
Net investment income (loss)		107			111			(79	)		37			10
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(3,086	)		128			(563	)		(352	)		(42	)
Realized gain distributions		36,317			529			1,620			72			43
Realized gains (losses)		33,231			657			1,057			(280	)		1
Change in unrealized appreciation/ depreciation of investments during the period		(67,739	)		(3,340	)		(6,074	)		(2,461	)		(245	)
Net increase (decrease) in net assets resulting from operations	$	(34,401	)	$	(2,572	)	$	(5,096	)	$	(2,704	)	$	(234	)

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-11

NML Variable Annuity Account A

Statements of Operations

For the Year Ended December 31, 2008

(in thousands)

	Russell Multi-Style Equity Division			Russell Aggressive Equity Division			Russell Non-U.S. Division			Russell Real Estate Securities Division			Russell Core Bond Division
Income:
Dividend income	$	116		$	33		$	–		$	272		$	377
Expenses:
Mortality and expense risk charges		72			38			81			140			72
Net investment income (loss)		44			(5	)		(81	)		132			305
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(7	)		(321	)		(276	)		(822	)		(219	)
Realized gain distributions		72			1			80			–			189
Realized gains (losses)		65			(320	)		(196	)		(822	)		(30	)
Change in unrealized appreciation/ depreciation of investments during the period		(4,279	)		(1,664	)		(4,268	)		(5,282	)		(741	)
Net increase (decrease) in net assets resulting from operations	$	(4,170	)	$	(1,989	)	$	(4,545	)	$	(5,972	)	$	(466	)
	Russell LifePoints Moderate Strategy Division			Russell LifePoints Balanced Strategy Division			Russell LifePoints Growth Strategy Division			Russell LifePoints Equity Growth Strategy Division
Income:
Dividend income	$	8		$	15		$	10		$	1
Expenses:
Mortality and expense risk charges		4			6			7			3
Net investment income (loss)		4			9			3			(2	)
Realized gain (loss) on investments:
Realized gain (loss) on sale of fund shares		(17	)		(45	)		(22	)		(96	)
Realized gain distributions		6			10			18			4
Realized gains (losses)		(11	)		(35	)		(4	)		(92	)
Change in unrealized appreciation/ depreciation of investments during the period		(85	)		(206	)		(231	)		(114	)
Net increase (decrease) in net assets resulting from operations	$	(92	)	$	(232	)	$	(232	)	$	(208	)

(a) Division was renamed effective April 30, 2008. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-12

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Growth Stock Division						Focused Appreciation Division (a)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	(17	)	$	(63	)	$	(59	)	$	(60	)
Net realized gains (losses)		596			642			309			325
Net change in unrealized appreciation/depreciation		(7,646	)		943			(3,804	)		1,040
Net increase (decrease) in net assets resulting from operations		(7,067	)		1,522			(3,554	)		1,305
Contract Transactions:
Contract owners’ net payments		1,019			1,272			754			731
Annuity payments		(7	)		(5	)		(23	)		(21	)
Surrenders and other (net)		(1,307	)		(2,997	)		(603	)		(509	)
Transfers from other divisions or sponsor		7,112			7,877			8,979			8,405
Transfers to other divisions or sponsor		(7,851	)		(10,279	)		(7,247	)		(7,688	)
Net increase (decrease) in net assets resulting from contract transactions		(1,034	)		(4,132	)		1,860			918
Net increase (decrease) in net assets		(8,101	)		(2,610	)		(1,694	)		2,223
Net Assets:
Beginning of period		18,607			21,217			6,962			4,739
End of period	$	10,506		$	18,607		$	5,268		$	6,962
Units issued during the period		5,474			3,870			5,508			4,986
Units redeemed during the period		(5,317	)		(5,408	)		(4,588	)		(4,493	)
Net units issued (redeemed) during the period		157			(1,538	)		920			493
	Large Cap Core Stock Division						Large Cap Blend Division (a) (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	40		$	(8	)	$	1		$	(1	)
Net realized gains (losses)		172			213			(19	)		2
Net change in unrealized appreciation/depreciation		(4,915	)		805			(282	)		(38	)
Net increase (decrease) in net assets resulting from operations		(4,703	)		1,010			(300	)		(37	)
Contract Transactions:
Contract owners’ net payments		661			717			52			16
Annuity payments		(85	)		(102	)		(2	)		–
Surrenders and other (net)		(1,012	)		(2,340	)		14			(40	)
Transfers from other divisions or sponsor		5,763			6,808			679			664
Transfers to other divisions or sponsor		(6,571	)		(7,442	)		(292	)		(189	)
Net increase (decrease) in net assets resulting from contract transactions		(1,244	)		(2,359	)		451			451
Net increase (decrease) in net assets		(5,947	)		(1,349	)		151			414
Net Assets:
Beginning of period		12,755			14,104			414			–
End of period	$	6,808		$	12,755		$	565		$	414
Units issued during the period		3,616			3,370			929			697
Units redeemed during the period		(4,082	)		(4,247	)		(380	)		(251	)
Net units issued (redeemed) during the period		(466	)		(877	)		549			446

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-13

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Index 500 Stock Division						Large Company Value Division (a) (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	583		$	342		$	33		$	10
Net realized gains (losses)		1,999			7,368			(162	)		(3	)
Net change in unrealized appreciation/depreciation		(26,439	)		(4,612	)		(481	)		(60	)
Net increase (decrease) in net assets resulting from operations		(23,857	)		3,098			(610	)		(53	)
Contract Transactions:
Contract owners’ net payments		2,806			4,170			134			34
Annuity payments		(143	)		(230	)		–			–
Surrenders and other (net)		(7,095	)		(12,512	)		(72	)		(3	)
Transfers from other divisions or sponsor		18,979			21,190			2,838			1,056
Transfers to other divisions or sponsor		(20,532	)		(24,901	)		(1,637	)		(149	)
Net increase (decrease) in net assets resulting from contract transactions		(5,985	)		(12,283	)		1,263			938
Net increase (decrease) in net assets		(29,842	)		(9,185	)		653			885
Net Assets:
Beginning of period		65,988			75,173			885			–
End of period	$	36,146		$	65,988		$	1,538		$	885
Units issued during the period		9,084			7,133			4,525			1,100
Units redeemed during the period		(9,395	)		(9,204	)		(2,844	)		(155	)
Net units issued (redeemed) during the period		(311	)		(2,071	)		1,681			945
	Domestic Equity Division (a)						Equity Income Division (a)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	239		$	37		$	(78	)	$	95
Net realized gains (losses)		414			1,004			(183	)		1,180
Net change in unrealized appreciation/depreciation		(6,118	)		(2,014	)		(3,399	)		(1,222	)
Net increase (decrease) in net assets resulting from operations		(5,465	)		(973	)		(3,660	)		53
Contract Transactions:
Contract owners’ net payments		1,076			1,299			1,032			839
Annuity payments		(22	)		(16	)		(5	)		(22	)
Surrenders and other (net)		(861	)		(1,005	)		(943	)		(579	)
Transfers from other divisions or sponsor		15,660			15,445			10,821			10,157
Transfers to other divisions or sponsor		(12,376	)		(13,520	)		(8,953	)		(7,234	)
Net increase (decrease) in net assets resulting from contract transactions		3,477			2,203			1,952			3,161
Net increase (decrease) in net assets		(1,988	)		1,230			(1,708	)		3,214
Net Assets:
Beginning of period		11,691			10,461			9,222			6,008
End of period	$	9,703		$	11,691		$	7,514		$	9,222
Units issued during the period		15,988			11,567			8,660			6,268
Units redeemed during the period		(13,085	)		(10,142	)		(7,229	)		(4,494	)
Net units issued (redeemed) during the period		2,903			1,425			1,431			1,774

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-14

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Mid Cap Growth Stock Division (c)						Index 400 Stock Division
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	(303	)	$	(188	)	$	50		$	9
Net realized gains (losses)		3,518			4,146			1,207			2,184
Net change in unrealized appreciation/depreciation		(20,027	)		3,441			(5,994	)		(1,295	)
Net increase (decrease) in net assets resulting from operations		(16,812	)		7,399			(4,737	)		898
Contract Transactions:
Contract owners’ net payments		1,906			2,121			790			1,146
Annuity payments		(22	)		(45	)		(11	)		(34	)
Surrenders and other (net)		(3,369	)		(5,891	)		(1,192	)		(1,674	)
Transfers from other divisions or sponsor		7,785			9,374			8,691			9,183
Transfers to other divisions or sponsor		(8,502	)		(13,377	)		(8,442	)		(10,359	)
Net increase (decrease) in net assets resulting from contract transactions		(2,202	)		(7,818	)		(164	)		(1,738	)
Net increase (decrease) in net assets		(19,014	)		(419	)		(4,901	)		(840	)
Net Assets:
Beginning of period		42,706			43,125			12,870			13,710
End of period	$	23,692		$	42,706		$	7,969		$	12,870
Units issued during the period		4,184			3,300			5,783			5,036
Units redeemed during the period		(4,005	)		(4,602	)		(5,799	)		(5,829	)
Net units issued (redeemed) during the period		179			(1,302	)		(16	)		(793	)
	Mid Cap Value Division (a)						Small Cap Growth Stock Division
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	(33	)	$	(6	)	$	(95	)	$	(153	)
Net realized gains (losses)		(513	)		652			1,682			2,408
Net change in unrealized appreciation/depreciation		(715	)		(785	)		(7,146	)		(1,188	)
Net increase (decrease) in net assets resulting from operations		(1,261	)		(139	)		(5,559	)		1,067
Contract Transactions:
Contract owners’ net payments		414			312			737			1,027
Annuity payments		(5	)		(1	)		(3	)		(4	)
Surrenders and other (net)		(593	)		(147	)		(1,102	)		(2,058	)
Transfers from other divisions or sponsor		5,432			6,417			7,472			8,177
Transfers to other divisions or sponsor		(4,781	)		(5,071	)		(7,749	)		(9,264	)
Net increase (decrease) in net assets resulting from contract transactions		467			1,510			(645	)		(2,122	)
Net increase (decrease) in net assets		(794	)		1,371			(6,204	)		(1,055	)
Net Assets:
Beginning of period		3,535			2,164			13,183			14,238
End of period	$	2,741		$	3,535		$	6,979		$	13,183
Units issued during the period		3,855			3,547			4,838			3,841
Units redeemed during the period		(3,496	)		(2,788	)		(4,767	)		(4,588	)
Net units issued (redeemed) during the period		359			759			71			(747	)

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

(c) Division was renamed effective April 30, 2007. See Note 1.

The Accompanying Notes are an Integral Part of the Financial Statements. F-15

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Index 600 Stock Division (b)						Small Cap Value Division (a)
	Year Ended December 31, 2008			Period Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	(3	)	$	(1	)	$	(55	)	$	(74	)
Net realized gains (losses)		(25	)		2			562			1,373
Net change in unrealized appreciation/depreciation		(114	)		(12	)		(3,004	)		(1,453	)
Net increase (decrease) in net assets resulting from operations		(142	)		(11	)		(2,497	)		(154	)
Contract Transactions:
Contract owners’ net payments		113			10			785			903
Annuity payments		–			–			(4	)		(3	)
Surrenders and other (net)		3			(13	)		(941	)		(1,472	)
Transfers from other divisions or sponsor		911			211			9,685			8,748
Transfers to other divisions or sponsor		(454	)		(11	)		(9,102	)		(9,943	)
Net increase (decrease) in net assets resulting from contract transactions		573			197			423			(1,767	)
Net increase (decrease) in net assets		431			186			(2,074	)		(1,921	)
Net Assets:
Beginning of period		186			–			8,309			10,230
End of period	$	617		$	186		$	6,235		$	8,309
Units issued during the period		1,440			242			6,363			4,975
Units redeemed during the period		(671	)		(44	)		(6,162	)		(5,907	)
Net units issued (redeemed) during the period		769			198			201			(932	)
	International Growth Division						Research International Core Division (a) (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	52		$	(32	)	$	14		$	5
Net realized gains (losses)		1,034			1,392			(153	)		12
Net change in unrealized appreciation/depreciation		(7,230	)		(312	)		(431	)		(11	)
Net increase (decrease) in net assets resulting from operations		(6,144	)		1,048			(570	)		6
Contract Transactions:
Contract owners’ net payments		1,014			1,386			160			17
Annuity payments		(37	)		(32	)		–			(56	)
Surrenders and other (net)		(1,184	)		(882	)		(30	)		(12	)
Transfers from other divisions or sponsor		12,215			12,962			1,567			981
Transfers to other divisions or sponsor		(10,756	)		(10,752	)		(964	)		(52	)
Net increase (decrease) in net assets resulting from contract transactions		1,252			2,682			733			878
Net increase (decrease) in net assets		(4,892	)		3,730			163			884
Net Assets:
Beginning of period		12,673			8,943			884			–
End of period	$	7,781		$	12,673		$	1,047		$	884
Units issued during the period		9,011			7,510			2,419			991
Units redeemed during the period		(8,166	)		(6,183	)		(1,519	)		(149	)
Net units issued (redeemed) during the period		845			1,327			900			842

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-16

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	International Equity Division (a)						Emerging Markets Equity Division (a) (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	671		$	353		$	67		$	1
Net realized gains (losses)		6,078			3,687			(292	)		19
Net change in unrealized appreciation/depreciation		(31,313	)		3,881			(1,987	)		99
Net increase (decrease) in net assets resulting from operations		(24,564	)		7,921			(2,212	)		119
Contract Transactions:
Contract owners’ net payments		3,269			3,269			374			160
Annuity payments		(44	)		(31	)		(4	)		–
Surrenders and other (net)		(4,966	)		(5,528	)		(112	)		(86	)
Transfers from other divisions or sponsor		29,643			30,609			5,882			2,043
Transfers to other divisions or sponsor		(27,411	)		(27,995	)		(3,259	)		(334	)
Net increase (decrease) in net assets resulting from contract transactions		491			324			2,881			1,783
Net increase (decrease) in net assets		(24,073	)		8,245			669			1,902
Net Assets:
Beginning of period		55,671			47,426			1,902			–
End of period	$	31,598		$	55,671		$	2,571		$	1,902
Units issued during the period		15,498			10,315			7,557			1,953
Units redeemed during the period		(13,245	)		(9,675	)		(4,483	)		(421	)
Net units issued (redeemed) during the period		2,253			640			3,074			1,532
	Money Market Division						Short-Term Bond Division (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	342		$	774		$	80		$	18
Net realized gains (losses)		4			–			(5	)		7
Net change in unrealized appreciation/depreciation		–			–			(55	)		(11	)
Net increase (decrease) in net assets resulting from operations		346			774			20			14
Contract Transactions:
Contract owners’ net payments		51,707			24,961			95			24
Annuity payments		(23	)		(32	)		–			–
Surrenders and other (net)		(9,235	)		(5,464	)		(43	)		(3	)
Transfers from other divisions or sponsor		23,425			22,465			4,687			1,033
Transfers to other divisions or sponsor		(67,397	)		(38,292	)		(3,155	)		(411	)
Net increase (decrease) in net assets resulting from contract transactions		(1,523	)		3,638			1,584			643
Net increase (decrease) in net assets		(1,177	)		4,412			1,604			657
Net Assets:
Beginning of period		22,020			17,608			657			–
End of period	$	20,843		$	22,020		$	2,261		$	657
Units issued during the period		52,647			31,080			4,615			1,047
Units redeemed during the period		(53,615	)		(28,952	)		(3,101	)		(407	)
Net units issued (redeemed) during the period		(968	)		2,128			1,514			640

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-17

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Select Bond Division						Long-Term U.S. Government Bond Division (a) (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	1,501		$	956		$	60		$	17
Net realized gains (losses)		(260	)		(129	)		112			4
Net change in unrealized appreciation/depreciation		(432	)		888			570			19
Net increase (decrease) in net assets resulting from operations		809			1,715			742			40
Contract Transactions:
Contract owners’ net payments		2,849			3,890			444			68
Annuity payments		(55	)		(92	)		–			–
Surrenders and other (net)		(4,113	)		(3,643	)		(168	)		(1	)
Transfers from other divisions or sponsor		44,419			34,906			9,168			1,022
Transfers to other divisions or sponsor		(39,366	)		(29,451	)		(5,672	)		(302	)
Net increase (decrease) in net assets resulting from contract transactions		3,734			5,610			3,772			787
Net increase (decrease) in net assets		4,543			7,325			4,514			827
Net Assets:
Beginning of period		37,299			29,974			827			–
End of period	$	41,842		$	37,299		$	5,341		$	827
Units issued during the period		15,273			9,793			8,668			1,061
Units redeemed during the period		(12,465	)		(6,866	)		(5,269	)		(287	)
Net units issued (redeemed) during the period		2,808			2,927			3,399			774
	Inflation Protection Division (a) (b)						High Yield Bond Division
	Year Ended December 31, 2008			Period Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	121		$	22		$	561		$	338
Net realized gains (losses)		1			–			(316	)		197
Net change in unrealized appreciation/depreciation		(268	)		14			(2,107	)		(460	)
Net increase (decrease) in net assets resulting from operations		(146	)		36			(1,862	)		75
Contract Transactions:
Contract owners’ net payments		559			18			634			659
Annuity payments		(2	)		–			(9	)		(9	)
Surrenders and other (net)		(295	)		(9	)		(1,046	)		(908	)
Transfers from other divisions or sponsor		5,947			886			9,292			8,531
Transfers to other divisions or sponsor		(2,971	)		(28	)		(7,694	)		(7,620	)
Net increase (decrease) in net assets resulting from contract transactions		3,238			867			1,177			653
Net increase (decrease) in net assets		3,092			903			(685	)		728
Net Assets:
Beginning of period		903			–			7,155			6,427
End of period	$	3,995		$	903		$	6,470		$	7,155
Units issued during the period		6,265			883			6,014			4,537
Units redeemed during the period		(3,334	)		(35	)		(5,166	)		(4,112	)
Net units issued (redeemed) during the period		2,931			848			848			425

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-18

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Multi-Sector Bond Division (a) (b)						Balanced Division
	Year Ended December 31, 2008			Period Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	319		$	49		$	107		$	2,974
Net realized gains (losses)		(84	)		–			33,231			6,377
Net change in unrealized appreciation/depreciation		(627	)		(24	)		(67,739	)		(1,453	)
Net increase (decrease) in net assets resulting from operations		(392	)		25			(34,401	)		7,898
Contract Transactions:
Contract owners’ net payments		413			56			4,930			6,218
Annuity payments		(22	)		–			(619	)		(730	)
Surrenders and other (net)		(97	)		(8	)		(14,488	)		(20,306	)
Transfers from other divisions or sponsor		7,899			1,863			7,908			9,600
Transfers to other divisions or sponsor		(4,485	)		(71	)		(14,413	)		(14,244	)
Net increase (decrease) in net assets resulting from contract transactions		3,708			1,840			(16,682	)		(19,462	)
Net increase (decrease) in net assets		3,316			1,865			(51,083	)		(11,564	)
Net Assets:
Beginning of period		1,865			–			155,065			166,629
End of period	$	5,181		$	1,865		$	103,982		$	155,065
Units issued during the period		8,750			1,939			2,329			2,196
Units redeemed during the period		(5,288	)		(88	)		(4,085	)		(4,348	)
Net units issued (redeemed) during the period		3,462			1,851			(1,756	)		(2,152	)
	Asset Allocation Division						Fidelity VIP Mid Cap Division
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	111		$	123		$	(79	)	$	(66	)
Net realized gains (losses)		657			776			1,057			1,190
Net change in unrealized appreciation/depreciation		(3,340	)		(52	)		(6,074	)		173
Net increase (decrease) in net assets resulting from operations		(2,572	)		847			(5,096	)		1,297
Contract Transactions:
Contract owners’ net payments		575			692			1,219			1,147
Annuity payments		(14	)		(6	)		(40	)		(28	)
Surrenders and other (net)		(2,542	)		(639	)		(907	)		(994	)
Transfers from other divisions or sponsor		3,399			4,885			11,074			9,774
Transfers to other divisions or sponsor		(4,598	)		(5,318	)		(9,588	)		(8,782	)
Net increase (decrease) in net assets resulting from contract transactions		(3,180	)		(386	)		1,758			1,117
Net increase (decrease) in net assets		(5,752	)		461			(3,338	)		2,414
Net Assets:
Beginning of period		10,840			10,379			11,928			9,514
End of period	$	5,088		$	10,840		$	8,590		$	11,928
Units issued during the period		3,558			4,103			6,267			4,530
Units redeemed during the period		(6,018	)		(4,509	)		(5,422	)		(4,107	)
Net units issued (redeemed) during the period		(2,460	)		(406	)		845			423

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-19

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Fidelity VIP Contrafund Division (b)						Neuberger Berman AMT Socially Responsive Division (b)
	Year Ended December 31, 2008			Period Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	37		$	12		$	10		$	–
Net realized gains (losses)		(280	)		561			1			–
Net change in unrealized appreciation/depreciation		(2,461	)		(524	)		(245	)		(2	)
Net increase (decrease) in net assets resulting from operations		(2,704	)		49			(234	)		(2	)
Contract Transactions:
Contract owners’ net payments		795			55			70			5
Annuity payments		(12	)		(2	)		–			–
Surrenders and other (net)		(293	)		44			(42	)		(2	)
Transfers from other divisions or sponsor		9,066			2,452			850			198
Transfers to other divisions or sponsor		(3,480	)		(166	)		(310	)		(3	)
Net increase (decrease) in net assets resulting from contract transactions		6,076			2,383			568			198
Net increase (decrease) in net assets		3,372			2,432			334			196
Net Assets:
Beginning of period		2,432			–			196			–
End of period	$	5,804		$	2,432		$	530		$	196
Units issued during the period		12,451			2,458			1,283			202
Units redeemed during the period		(5,559	)		(324	)		(610	)		(8	)
Net units issued (redeemed) during the period		6,892			2,134			673			194
	Russell Multi-Style Equity Division						Russell Aggressive Equity Division
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	44		$	(9	)	$	(5	)	$	(34	)
Net realized gains (losses)		65			810			(320	)		634
Net change in unrealized appreciation/depreciation		(4,279	)		(201	)		(1,664	)		(477	)
Net increase (decrease) in net assets resulting from operations		(4,170	)		600			(1,989	)		123
Contract Transactions:
Contract owners’ net payments		1,138			1,057			394			547
Annuity payments		(6	)		(7	)		(5	)		(2	)
Surrenders and other (net)		(1,050	)		(645	)		(510	)		(423	)
Transfers from other divisions or sponsor		13,462			11,256			3,833			4,286
Transfers to other divisions or sponsor		(11,216	)		(9,847	)		(3,397	)		(4,753	)
Net increase (decrease) in net assets resulting from contract transactions		2,328			1,814			315			(345	)
Net increase (decrease) in net assets		(1,842	)		2,414			(1,674	)		(222	)
Net Assets:
Beginning of period		8,685			6,271			4,434			4,656
End of period	$	6,843		$	8,685		$	2,760		$	4,434
Units issued during the period		17,986			12,184			3,521			2,957
Units redeemed during the period		(15,379	)		(10,517	)		(3,238	)		(3,144	)
Net units issued (redeemed) during the period		2,607			1,667			283			(187	)

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-20

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Russell Non-U.S. Division						Russell Real Estate Securities Division
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
Operations:
Net investment income (loss)	$	(81	)	$	145		$	132		$	204
Net realized gains (losses)		(196	)		2,317			(822	)		3,205
Net change in unrealized appreciation/depreciation		(4,268	)		(1,706	)		(5,282	)		(6,492	)
Net increase (decrease) in net assets resulting from operations		(4,545	)		756			(5,972	)		(3,083	)
Contract Transactions:
Contract owners’ net payments		817			1,045			1,415			1,762
Annuity payments		(3	)		(3	)		(32	)		(34	)
Surrenders and other (net)		(1,076	)		(571	)		(1,719	)		(1,518	)
Transfers from other divisions or sponsor		11,933			9,957			18,237			16,664
Transfers to other divisions or sponsor		(10,287	)		(9,505	)		(15,086	)		(16,970	)
Net increase (decrease) in net assets resulting from contract transactions		1,384			923			2,815			(96	)
Net increase (decrease) in net assets		(3,161	)		1,679			(3,157	)		(3,179	)
Net Assets:
Beginning of period		9,654			7,975			14,577			17,756
End of period	$	6,493		$	9,654		$	11,420		$	14,577
Units issued during the period		11,332			7,389			8,036			5,475
Units redeemed during the period		(10,091	)		(6,714	)		(6,831	)		(5,560	)
Net units issued (redeemed) during the period		1,241			675			1,205			(85	)
	Russell Core Bond Division						Russell LifePoints Moderate Strategy Division (b)
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	305		$	273		$	4		$	14
Net realized gains (losses)		(30	)		(26	)		(11	)		–
Net change in unrealized appreciation/depreciation		(741	)		134			(85	)		(3	)
Net increase (decrease) in net assets resulting from operations		(466	)		381			(92	)		11
Contract Transactions:
Contract owners’ net payments		1,447			1,300			55			13
Annuity payments		(5	)		(1	)		–			–
Surrenders and other (net)		(1,042	)		(445	)		(2	)		(19	)
Transfers from other divisions or sponsor		16,251			12,251			640			538
Transfers to other divisions or sponsor		(14,940	)		(10,256	)		(694	)		–
Net increase (decrease) in net assets resulting from contract transactions		1,711			2,849			(1	)		532
Net increase (decrease) in net assets		1,245			3,230			(93	)		543
Net Assets:
Beginning of period		7,845			4,615			543			–
End of period	$	9,090		$	7,845		$	450		$	543
Units issued during the period		12,745			9,648			715			546
Units redeemed during the period		(11,675	)		(7,726	)		(691	)		(18	)
Net units issued (redeemed) during the period		1,070			1,922			24			528

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-21

NML Variable Annuity Account A

Statements of Changes in Net Assets

(in thousands)

	Russell LifePoints Balanced Strategy Division (b)						Russell LifePoints Growth Strategy Division (b)
	Year Ended December 31, 2008			Period Ended December 31, 2007			Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	9		$	16		$	3		$	4
Net realized gains (losses)		(35	)		–			(4	)		1
Net change in unrealized appreciation/depreciation		(206	)		(5	)		(231	)		(9	)
Net increase (decrease) in net assets resulting from operations		(232	)		11			(232	)		(4	)
Contract Transactions:
Contract owners’ net payments		685			204			149			13
Annuity payments		(1	)		–			–			–
Surrenders and other (net)		(140	)		(19	)		(9	)		(1	)
Transfers from other divisions or sponsor		858			388			576			199
Transfers to other divisions or sponsor		(567	)		(12	)		(179	)		(6	)
Net increase (decrease) in net assets resulting from contract transactions		835			561			537			205
Net increase (decrease) in net assets		603			572			305			201
Net Assets:
Beginning of period		572			–			201			–
End of period	$	1,175		$	572		$	506		$	201
Units issued during the period		1,857			586			825			262
Units redeemed during the period		(830	)		(29	)		(252	)		(64	)
Net units issued (redeemed) during the period		1,027			557			573			198
	Russell LifePoints Equity Growth Strategy Division (b)
	Year Ended December 31, 2008			Period Ended December 31, 2007
Operations:
Net investment income (loss)	$	(2	)	$	22
Net realized gains (losses)		(92	)		4
Net change in unrealized appreciation/depreciation		(114	)		–
Net increase (decrease) in net assets resulting from operations		(208	)		26
Contract Transactions:
Contract owners’ net payments		14			62
Annuity payments		–			–
Surrenders and other (net)		(23	)		(2	)
Transfers from other divisions or sponsor		327			927
Transfers to other divisions or sponsor		(825	)		(94	)
Net increase (decrease) in net assets resulting from contract transactions		(507	)		893
Net increase (decrease) in net assets		(715	)		919
Net Assets:
Beginning of period		919			–
End of period	$	204		$	919
Units issued during the period		366			1,034
Units redeemed during the period		(946	)		(120	)
Net units issued (redeemed) during the period		(580	)		914

(a) Division was renamed effective April 30, 2008. See Note 1.

(b) Division commenced operations on April 30, 2007.

The Accompanying Notes are an Integral Part of the Financial Statements. F-22

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

1. Organization

NML Variable Annuity Account A (the “Account”) is registered as a unit investment trust under the Investment Company Act of 1940 and is a segregated asset account of The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”) 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, individual retirement annuities and non-qualified plans. Three versions of the contract are currently offered: Front-Load contracts with a sales charge up to 4.5% of purchase payments; Back-Load contracts with a withdrawal charge up to 6%; and Fee Based contracts with no sales or withdrawal charges.

All assets of each Division of the Account are invested in shares of the corresponding Portfolio of Northwestern Mutual Series Fund, Inc., Fidelity Variable Insurance Products, Neuberger Berman Advisers Management Trust and the Russell Investment Funds (collectively known as “the Funds”). The Funds are open-end investment companies registered under the Investment Company Act of 1940.

Effective April 30, 2008, the following Divisions of the Account were renamed:

Old Name	New Name
Janus Capital Appreciation Division	Focused Appreciation Division
Capital Guardian Large Cap Blend Division	Large Cap Blend Division
American Century Large Company Value Division	Large Company Value Division
Capital Guardian Domestic Equity Division	Domestic Equity Division
T. Rowe Price Equity Income Division	Equity Income Division
AllianceBernstein Mid Cap Value Division	Mid Cap Value Division
T. Rowe Price Small Cap Value Division	Small Cap Value Division
MFS Research International Core Division	Research International Core Division
Franklin Templeton International Equity Division	International Equity Division
MFS Emerging Markets Equity Division	Emerging Markets Equity Division
PIMCO Long-Term U.S. Government Bond Division	Long-Term U.S. Government Bond Division
American Century Inflation Protection Division	Inflation Protection Division
PIMCO Multi-Sector Bond Division	Multi-Sector Bond Division

Effective April 30, 2007, the Aggressive Growth Stock Division was renamed to the Mid Cap Growth Stock Division.

2. Significant Accounting Policies

A. Use of Estimates – The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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.

B. Investment Valuation – The shares are valued at the Funds’ offering and redemption prices per share. In September 2006, the Financial Accounting Standards Board issued Standard No. 157, “Fair Value Measurements” (“FAS 157”) effective for fiscal years beginning after November 15, 2007. FAS 157 redefines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value and requires additional disclosure about the use of fair value measurements in an effort to make the measurement of fair value more consistent and comparable. The Account adopted FAS 157 effective January 1, 2008. As of December 31, 2008, all of the Account’s investments are identified as Level 1 securities for valuation purposes

F-23

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

under FAS 157. Level 1 securities are valued at fair value as determined by quoted prices in active markets for identical securities.

C. Investment Income, Securities Transactions and Contract Dividends – Transactions in the Funds’ shares are accounted for on the trade date. The basis for determining cost on sale of the Funds’ shares is identified cost. Dividend income and distributions of net realized gains from the Funds are recorded on the ex-date of the dividends. Dividends and distributions received are reinvested in additional shares of the respective portfolios of the Funds. Certain contracts are eligible to receive dividends from Northwestern Mutual. The dividends are reinvested in the Account and have been reflected in Contract owners’ net payments in the accompanying financial statements.

D. Due to Participants – Upon notification of death of the contract owner or maturity of a contract, a liability is recorded and is included in due to participants in the accompanying financial statements. This liability is identified as Level 2 for valuation purposes under FAS 157. Level 2 liabilities are valued at fair value based on significant observable inputs other than quoted prices in active markets for identical liabilities.

E. Annuity Reserves – Annuity reserves are based on published annuity tables with age adjustment and interest based on actual investment experience or assumed investment rates of 3.5% or 5%.

F. Taxes – 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.

3. Purchases and Sales of Investments

Purchases and sales of the Funds’ shares for the year ended December 31, 2008 were as follows: (in thousands)

Division	Purchases		Sales
Growth Stock	$	2,313	$	2,493
Focused Appreciation		2,732		740
Large Cap Core Stock		850		2,045
Large Cap Blend		512		60
Index 500 Stock		5,857		9,610
Large Company Value		1,404		105
Domestic Equity		5,957		1,252
Equity Income		3,086		1,013
Mid Cap Growth Stock		6,638		4,596
Index 400 Stock		2,304		1,255
Mid Cap Value		1,187		682
Small Cap Growth Stock		2,695		1,527
Index 600 Stock		576		4
Small Cap Value		2,084		1,056
International Growth		4,036		1,496
Research International Core		793		94
International Equity		10,898		5,408
Emerging Markets Equity		3,238		217
Money Market		54,845		55,952
Short-Term Bond		1,709		46
Select Bond		9,944		4,759
Long-Term U.S. Government Bond		4,081		194
Inflation Protection		3,726		383
High Yield Bond		2,937		1,209

F-24

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

Division		Purchases		Sales
Multi-Sector Bond	$	4,546	$	496
Balanced		43,744		24,055
Asset Allocation		1,339		3,889
Fidelity VIP Mid Cap		4,519		1,225
Fidelity VIP Contrafund		6,590		412
Neuberger Berman AMT Socially Responsive		663		42
Russell Multi-Style Equity		3,573		1,131
Russell Aggressive Equity		884		573
Russell Non-U.S.		2,520		1,138
Russell Real Estate Securities		4,843		1,881
Russell Core Bond		3,454		1,247
Russell LifePoints Moderate Strategy		69		60
Russell LifePoints Balanced Strategy		1,127		253
Russell LifePoints Growth Strategy		582		24
Russell LifePoints Equity Growth Strategy		39		544

4. Expenses and Related Party Transactions

A deduction for mortality and expense risks 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 prior to December 17, 1981, the deduction is at an annual rate of 0.75% 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.

For contracts issued after December 16, 1981 and prior to March 31, 1995, the deduction is at an annual rate of 1.25% of the net assets of each Division attributable to these contracts.

For contracts issued on or after March 31, 1995 and prior to March 31, 2000, for the Front-Load version and the Back-Load version, the deduction for mortality and expense risks is determined daily at annual rates of 0.40% and 1.25%, 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 a maximum annual rate of 0.75% and 1.50%, respectively.

For contracts issued on or after March 31, 2000, for the Front-Load version and the Back-Load version, the deduction for mortality and expense risks is determined daily at annual rates of 0.50% and 1.25%, respectively, of the net assets of each Division attributable to these contracts and is paid to Northwestern Mutual. Under the terms of the back-load version of the contract, the net assets may be subject to the deduction for the front-load version of the contract after the withdrawal charge period. Rates may be increased or decreased by the Board of Trustees of Northwestern Mutual not to exceed a maximum annual rate of 0.75% and 1.50% for the Front-Load version and Back-Load version, respectively. For Front-Load and Back-Load version contracts purchased before April 30, 2008, the current mortality and expense risk charges will not be increased before May 1, 2012.

For Fee Based contracts issued on or after October 16, 2006, the deduction for mortality and expense risks is determined daily at an annual rate of 0.35% of the net assets of each Division attributable to these contracts and is paid to Northwestern Mutual. For these contracts, the rate may be increased by the Board of Trustees of Northwestern Mutual not to exceed a maximum annual

F-25

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

rate of 0.75%. For Fee Based contracts purchased before April 30, 2007, the current mortality and expense risk charges will not be increased before May 1, 2011.

5. Financial Highlights

(For a unit outstanding during the period)

	As of the respective period end date:				For the respective period ended:
Division	Units Outstanding	Unit Value, Lowest to Highest	Net Assets (000’s)		Dividend Income as a % of Average Net Assets		Expense Ratio, Lowest to Highest	Total Return, Lowest to Highest (2)
Growth Stock
Year Ended 12/31/08	6,868	$0.598090 to $1.918211	$	10,506	1.06	%	0.35% to 1.25%	(39.62)% to (39.07)%
Year Ended 12/31/07	6,711	$0.983146 to $3.161031	$	18,607	0.87	%	0.35% to 1.25%	7.83% to 8.81%
Year Ended 12/31/06	8,251	$0.904890 to $2.916699	$	21,217	0.78	%	0.35% to 1.25%	3.67% to 9.13%
Year Ended 12/31/05	9,002	$0.829993 to $2.681914	$	22,251	1.05	%	0.40% to 1.25%	6.38% to 7.28%
Year Ended 12/31/04	9,648	$0.774425 to $2.508557	$	22,579	0.70	%	0.40% to 1.25%	5.34% to 6.24%
Focused Appreciation
Year Ended 12/31/08	4,126	$1.248176 to $1.313419	$	5,268	0.35	%	0.35% to 1.25%	(40.76)% to (40.22)%
Year Ended 12/31/07	3,206	$2.106906 to $2.197094	$	6,962	0.04	%	0.35% to 1.25%	25.26% to 26.39%
Year Ended 12/31/06	2,713	$1.682068 to $1.738315	$	4,739	0.41	%	0.35% to 1.25%	3.58% to 4.46%
Year Ended 12/31/05	1,991	$1.623859 to $1.660941	$	3,365	0.18	%	0.40% to 1.25%	15.55% to 16.53%
Year Ended 12/31/04	754	$1.405312 to $1.425327	$	1,061	0.16	%	0.40% to 1.25%	18.19% to 19.19%
Large Cap Core Stock
Year Ended 12/31/08	4,635	$0.612094 to $1.624552	$	6,808	1.61	%	0.35% to 1.25%	(39.50)% to (38.96)%
Year Ended 12/31/07	5,101	$1.004227 to $2.671949	$	12,755	1.13	%	0.35% to 1.25%	7.76% to 8.74%
Year Ended 12/31/06	5,979	$0.924940 to $2.467131	$	14,104	1.11	%	0.35% to 1.25%	3.70% to 11.05%
Year Ended 12/31/05	6,595	$0.833720 to $2.229337	$	14,126	1.31	%	0.40% to 1.25%	7.12% to 8.02%
Year Ended 12/31/04	7,180	$0.772557 to $2.070897	$	14,269	0.97	%	0.40% to 1.25%	6.82% to 7.73%
Large Cap Blend (1)
Year Ended 12/31/08	995	$0.546962 to $0.555297	$	565	1.33	%	0.35% to 1.25%	(40.99)% to (40.46)%
Year Ended 12/31/07	446	$0.926940 to $0.932619	$	414	1.61	%	0.35% to 1.25%	(7.30)% to (6.74)%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Index 500 Stock
Year Ended 12/31/08	13,892	$0.670905 to $3.381089	$	36,146	2.24	%	0.35% to 1.25%	(37.73)% to (37.16)%
Year Ended 12/31/07	14,203	$1.069283 to $5.402241	$	65,988	0.52	%	0.35% to 1.25%	4.11% to 5.06%
Year Ended 12/31/06	16,274	$1.019334 to $5.162803	$	75,173	1.62	%	0.35% to 1.25%	4.18% to 15.16%
Year Ended 12/31/05	17,959	$0.886007 to $4.498618	$	74,074	1.75	%	0.40% to 1.25%	3.43% to 4.31%
Year Ended 12/31/04	19,851	$0.850261 to $4.327836	$	79,921	1.34	%	0.40% to 1.25%	9.32% to 10.26%
Large Company Value (1)
Year Ended 12/31/08	2,626	$0.577921 to $0.586742	$	1,538	2.90	%	0.35% to 1.25%	(38.02)% to (37.45)%
Year Ended 12/31/07	945	$0.932366 to $0.938079	$	885	2.23	%	0.35% to 1.25%	(6.75)% to (6.19)%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Domestic Equity
Year Ended 12/31/08	11,542	$0.800161 to $0.855358	$	9,703	3.04	%	0.35% to 1.25%	(39.26)% to (38.71)%
Year Ended 12/31/07	8,639	$1.317376 to $1.395608	$	11,691	1.40	%	0.35% to 1.25%	(7.50)% to (6.66)%
Year Ended 12/31/06	7,215	$1.424141 to $1.495151	$	10,461	0.00	%	0.35% to 1.25%	3.17% to 16.10%
Year Ended 12/31/05	5,804	$1.237056 to $1.284256	$	7,310	1.72	%	0.40% to 1.25%	6.71% to 7.61%
Year Ended 12/31/04	4,878	$1.159280 to $1.193398	$	5,723	1.60	%	0.40% to 1.25%	15.40% to 16.38%
Equity Income
Year Ended 12/31/08	6,621	$1.091416 to $1.148461	$	7,514	0.03	%	0.35% to 1.25%	(36.61)% to (36.03)%
Year Ended 12/31/07	5,190	$1.721722 to $1.795424	$	9,222	2.23	%	0.35% to 1.25%	1.97% to 2.89%
Year Ended 12/31/06	3,417	$1.688469 to $1.744928	$	6,008	2.02	%	0.35% to 1.25%	5.32% to 18.67%
Year Ended 12/31/05	2,231	$1.434821 to $1.467592	$	3,291	1.83	%	0.40% to 1.25%	2.90% to 3.77%
Year Ended 12/31/04	1,183	$1.394433 to $1.414287	$	1,765	1.92	%	0.40% to 1.25%	13.73% to 14.70%

(1) Division commenced operations on April 30, 2007.

(2) Total return includes deductions for management and other expenses; it excludes deduction for sales loads and other charges. Returns are not annualized for periods less than one year.

F-26

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

	As of the respective period end date:				For the respective period ended:
Division	Units Outstanding	Unit Value, Lowest to Highest	Net Assets (000’s)		Dividend Income as a % of Average Net Assets		Expense Ratio, Lowest to Highest	Total Return, Lowest to Highest (2)
Mid Cap Growth Stock
Year Ended 12/31/08	7,829	$0.624751 to $4.049506	$	23,692	0.30	%	0.35% to 1.25%	(40.83)% to (40.29)%
Year Ended 12/31/07	7,650	$1.047939 to $6.809385	$	42,706	0.75	%	0.35% to 1.25%	19.19% to 20.27%
Year Ended 12/31/06	8,952	$0.872601 to $5.684267	$	43,125	0.13	%	0.35% to 1.25%	2.67% to 3.98%
Year Ended 12/31/05	10,250	$0.839995 to $5.485431	$	48,246	0.05	%	0.40% to 1.25%	4.82% to 5.71%
Year Ended 12/31/04	11,942	$0.795400 to $5.207047	$	54,423	0.00	%	0.40% to 1.25%	12.80% to 13.76%
Index 400 Stock
Year Ended 12/31/08	6,008	$1.127625 to $1.441782	$	7,969	1.59	%	0.35% to 1.25%	(37.07)% to (36.50)%
Year Ended 12/31/07	6,024	$1.778444 to $2.271681	$	12,870	1.23	%	0.35% to 1.25%	6.58% to 7.55%
Year Ended 12/31/06	6,816	$1.656125 to $2.113326	$	13,710	1.08	%	0.35% to 1.25%	2.64% to 9.60%
Year Ended 12/31/05	7,452	$1.512499 to $1.928160	$	13,894	0.77	%	0.40% to 1.25%	10.98% to 11.92%
Year Ended 12/31/04	7,634	$1.352705 to $1.722759	$	12,667	0.67	%	0.40% to 1.25%	14.82% to 15.80%
Mid Cap Value
Year Ended 12/31/08	2,299	$1.152226 to $1.212458	$	2,741	0.00	%	0.35% to 1.25%	(35.88)% to (35.30)%
Year Ended 12/31/07	1,940	$1.796945 to $1.873865	$	3,535	0.88	%	0.35% to 1.25%	(1.41)% to (0.51)%
Year Ended 12/31/06	1,181	$1.822606 to $1.883538	$	2,164	1.24	%	0.35% to 1.25%	3.35% to 14.03%
Year Ended 12/31/05	894	$1.611849 to $1.648664	$	1,455	0.56	%	0.40% to 1.25%	4.15% to 5.04%
Year Ended 12/31/04	768	$1.547558 to $1.569608	$	1,230	1.09	%	0.40% to 1.25%	17.19% to 18.19%
Small Cap Growth Stock
Year Ended 12/31/08	4,800	$0.774891 to $1.728904	$	6,979	0.18	%	0.35% to 1.25%	(44.57)% to (44.07)%
Year Ended 12/31/07	4,729	$1.385379 to $3.092578	$	13,183	0.08	%	0.35% to 1.25%	8.18% to 9.16%
Year Ended 12/31/06	5,475	$1.269179 to $2.834618	$	14,238	0.00	%	0.35% to 1.25%	2.24% to 6.26%
Year Ended 12/31/05	6,331	$1.216920 to $2.667734	$	15,846	0.00	%	0.40% to 1.25%	9.81% to 10.74%
Year Ended 12/31/04	7,010	$1.100014 to $2.409091	$	15,879	0.00	%	0.40% to 1.25%	17.32% to 18.33%
Index 600 Stock (1)
Year Ended 12/31/08	967	$0.633010 to $0.642663	$	617	0.00	%	0.35% to 1.25%	(32.16)% to (31.55)%
Year Ended 12/31/07	198	$0.933101 to $0.938826	$	186	0.00	%	0.35% to 1.25%	(6.68)% to (6.11)%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Small Cap Value
Year Ended 12/31/08	4,640	$1.313119 to $1.403637	$	6,235	0.35	%	0.35% to 1.25%	(29.03)% to (28.39)%
Year Ended 12/31/07	4,439	$1.850222 to $1.959983	$	8,309	0.41	%	0.35% to 1.25%	(2.07)% to (1.18)%
Year Ended 12/31/06	5,373	$1.889257 to $1.983334	$	10,230	0.25	%	0.35% to 1.25%	4.24% to 16.09%
Year Ended 12/31/05	5,268	$1.641244 to $1.703785	$	8,690	0.31	%	0.40% to 1.25%	5.89% to 6.79%
Year Ended 12/31/04	4,912	$1.549988 to $1.595527	$	7,849	0.20	%	0.40% to 1.25%	23.02% to 24.07%
International Growth
Year Ended 12/31/08	6,953	$1.062818 to $1.136109	$	7,781	1.53	%	0.35% to 1.25%	(46.68)% to (46.38)%
Year Ended 12/31/07	6,108	$1.999925 to $2.118626	$	12,673	0.80	%	0.35% to 1.25%	11.22% to 12.22%
Year Ended 12/31/06	4,780	$1.798235 to $1.887847	$	8,943	0.22	%	0.35% to 1.25%	12.19% to 20.99%
Year Ended 12/31/05	4,034	$1.498861 to $1.555979	$	6,141	1.08	%	0.40% to 1.25%	16.54% to 17.53%
Year Ended 12/31/04	2,913	$1.286123 to $1.323909	$	3,763	0.73	%	0.40% to 1.25%	20.08% to 21.10%
Research International Core (1)
Year Ended 12/31/08	1,742	$0.593588 to $0.602638	$	1,047	2.06	%	0.35% to 1.25%	(43.25)% to (42.74)%
Year Ended 12/31/07	842	$1.046028 to $1.052433	$	884	2.13	%	0.35% to 1.25%	4.61% to 5.25%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
International Equity
Year Ended 12/31/08	16,319	$1.095512 to $2.541401	$	31,598	2.68	%	0.35% to 1.25%	(44.48)% to (43.98)%
Year Ended 12/31/07	14,066	$1.955614 to $4.554870	$	55,671	1.83	%	0.35% to 1.25%	16.59% to 17.65%
Year Ended 12/31/06	13,425	$1.662262 to $3.887138	$	47,426	1.73	%	0.35% to 1.25%	10.07% to 30.37%
Year Ended 12/31/05	13,148	$1.289348 to $2.991857	$	36,608	1.78	%	0.40% to 1.25%	10.14% to 11.07%
Year Ended 12/31/04	13,663	$1.161941 to $2.702895	$	34,591	1.73	%	0.40% to 1.25%	17.85% to 18.85%
Emerging Markets Equity (1)
Year Ended 12/31/08	4,606	$0.546886 to $0.555222	$	2,571	3.05	%	0.35% to 1.25%	(55.78)% to (55.38)%
Year Ended 12/31/07	1,532	$1.236747 to $1.244312	$	1,902	0.59	%	0.35% to 1.25%	23.69% to 24.43%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a

(1) Division commenced operations on April 30, 2007.

(2) Total return includes deductions for management and other expenses; it excludes deduction for sales loads and other charges. Returns are not annualized for periods less than one year.

F-27

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

	As of the respective period end date:				For the respective period ended:
Division	Units Outstanding	Unit Value, Lowest to Highest	Net Assets (000’s)		Dividend Income as a % of Average Net Assets		Expense Ratio, Lowest to Highest	Total Return, Lowest to Highest (2)
Money Market
Year Ended 12/31/08	7,724	$1.270343 to $3.476399	$	20,843	2.70	%	0.35% to 1.25%	1.48% to 2.40%
Year Ended 12/31/07	8,692	$1.240571 to $3.408498	$	22,020	5.10	%	0.35% to 1.25%	3.97% to 4.91%
Year Ended 12/31/06	6,562	$1.182475 to $3.261901	$	17,608	4.77	%	0.35% to 1.25%	1.02% to 4.44%
Year Ended 12/31/05	5,537	$1.137767 to $3.134091	$	14,793	2.93	%	0.40% to 1.25%	1.71% to 2.57%
Year Ended 12/31/04	5,572	$1.110318 to $3.066057	$	14,568	1.42	%	0.40% to 1.25%	0.17% to 1.03%
Short-Term Bond (1)
Year Ended 12/31/08	2,154	$1.036955 to $1.052716	$	2,261	5.02	%	0.35% to 1.25%	1.44% to 2.35%
Year Ended 12/31/07	640	$1.022274 to $1.028506	$	657	4.02	%	0.35% to 1.25%	2.24% to 2.85%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Select Bond
Year Ended 12/31/08	10,221	$1.650650 to $12.440863	$	41,842	4.63	%	0.35% to 1.25%	1.97% to 2.89%
Year Ended 12/31/07	7,413	$1.606628 to $12.139298	$	37,299	3.93	%	0.35% to 1.25%	5.07% to 6.02%
Year Ended 12/31/06	4,487	$1.516531 to $11.496072	$	29,974	3.77	%	0.35% to 1.25%	1.62% to 3.33%
Year Ended 12/31/05	3,618	$1.470271 to $11.164423	$	28,447	3.57	%	0.40% to 1.25%	0.95% to 1.81%
Year Ended 12/31/04	3,465	$1.445569 to $11.003992	$	27,344	4.10	%	0.40% to 1.25%	3.44% to 4.33%
Long-Term U.S Government Bond (1)
Year Ended 12/31/08	4,173	$1.271820 to $1.291153	$	5,341	2.69	%	0.35% to 1.25%	19.26% to 20.34%
Year Ended 12/31/07	774	$1.066436 to $1.072953	$	827	5.32	%	0.35% to 1.25%	6.65% to 7.30%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Inflation Protection Bond (1)
Year Ended 12/31/08	3,779	$1.031635 to $1.047325	$	3,995	4.85	%	0.35% to 1.25%	(2.61)% to (1.73)%
Year Ended 12/31/07	848	$1.059280 to $1.065745	$	903	5.80	%	0.35% to 1.25%	5.94% to 6.58%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
High Yield Bond
Year Ended 12/31/08	4,257	$1.231169 to $1.854701	$	6,470	8.55	%	0.35% to 1.25%	(22.33)% to (21.62)%
Year Ended 12/31/07	3,409	$1.573219 to $2.375895	$	7,155	6.01	%	0.35% to 1.25%	1.10% to 2.02%
Year Ended 12/31/06	2,983	$1.544440 to $2.338260	$	6,427	6.75	%	0.35% to 1.25%	3.16% to 9.34%
Year Ended 12/31/05	2,920	$1.413965 to $2.146008	$	5,918	6.53	%	0.40% to 1.25%	0.14% to 0.98%
Year Ended 12/31/04	3,029	$1.401540 to $2.132449	$	6,155	6.98	%	0.40% to 1.25%	11.36% to 12.31%
Multi-Sector Bond (1)
Year Ended 12/31/08	5,313	$0.921898 to $0.935931	$	5,181	8.01	%	0.35% to 1.25%	(8.02)% to (7.19)%
Year Ended 12/31/07	1,851	$1.002320 to $1.008445	$	1,865	7.19	%	0.35% to 1.25%	0.24% to 0.85%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Balanced
Year Ended 12/31/08	14,975	$1.000063 to $8.122701	$	103,982	1.29	%	0.35% to 1.25%	(23.69)% to (23.00)%
Year Ended 12/31/07	16,731	$1.300669 to $10.590680	$	155,065	3.04	%	0.35% to 1.25%	4.83% to 5.78%
Year Ended 12/31/06	18,884	$1.231506 to $10.052533	$	166,629	2.87	%	0.35% to 1.25%	3.01% to 9.98%
Year Ended 12/31/05	20,403	$1.120868 to $9.172086	$	165,717	2.68	%	0.40% to 1.25%	2.31% to 3.18%
Year Ended 12/31/04	23,226	$1.087384 to $8.920173	$	184,688	2.61	%	0.40% to 1.25%	6.55% to 7.46%
Asset Allocation
Year Ended 12/31/08	5,170	$0.955398 to $1.021282	$	5,088	2.84	%	0.35% to 1.25%	(31.00)% to (30.37)%
Year Ended 12/31/07	7,630	$1.384559 to $1.466752	$	10,840	2.25	%	0.35% to 1.25%	8.03% to 9.01%
Year Ended 12/31/06	8,035	$1.281584 to $1.345472	$	10,379	1.97	%	0.35% to 1.25%	4.37% to 9.48%
Year Ended 12/31/05	8,565	$1.180583 to $1.225587	$	10,181	1.41	%	0.40% to 1.25%	5.67% to 6.57%
Year Ended 12/31/04	6,384	$1.117219 to $1.150060	$	7,179	0.00	%	0.40% to 1.25%	8.65% to 9.58%
Fidelity VIP Mid Cap
Year Ended 12/31/08	5,422	$1.509505 to $1.588398	$	8,590	0.25	%	0.35% to 1.25%	(40.36)% to (39.82)%
Year Ended 12/31/07	4,577	$2.530987 to $2.639341	$	11,928	0.50	%	0.35% to 1.25%	13.90% to 14.93%
Year Ended 12/31/06	4,155	$2.222115 to $2.296424	$	9,514	0.15	%	0.35% to 1.25%	4.86% to 11.95%
Year Ended 12/31/05	3,237	$2.001683 to $2.047402	$	6,558	0.00	%	0.40% to 1.25%	16.56% to 17.54%
Year Ended 12/31/04	2,151	$1.717354 to $1.741819	$	3,719	0.00	%	0.40% to 1.25%	23.11% to 24.16%

(1) Division commenced operations on April 30, 2007.

(2) Total return includes deductions for management and other expenses; it excludes deduction for sales loads and other charges. Returns are not annualized for periods less than one year.

F-28

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

	As of the respective period end date:				For the respective period ended:
Division	Units Outstanding	Unit Value, Lowest to Highest	Net Assets (000’s)		Dividend Income as a % of Average Net Assets		Expense Ratio, Lowest to Highest	Total Return, Lowest to Highest (2)
Fidelity VIP Contrafund (1)
Year Ended 12/31/08	9,026	$0.627398 to $0.636958	$	5,804	1.36	%	0.35% to 1.25%	(43.40)% to (42.89)%
Year Ended 12/31/07	2,134	$1.108565 to $1.115338	$	2,432	1.53	%	0.35% to 1.25%	10.87% to 11.54%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Neuberger Berman AMT Socially Responsive (1)
Year Ended 12/31/08	867	$0.604143 to $0.613346	$	530	2.72	%	0.35% to 1.25%	(40.20)% to (39.66)%
Year Ended 12/31/07	194	$1.010221 to $1.016402	$	196	0.08	%	0.35% to 1.25%	1.03% to 1.64%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Russell Multi-Style Equity
Year Ended 12/31/08	10,644	$0.618811 to $0.671704	$	6,843	1.39	%	0.35% to 1.25%	(41.31)% to (40.77)%
Year Ended 12/31/07	8,037	$1.054304 to $1.134719	$	8,685	0.95	%	0.35% to 1.25%	8.98% to 9.97%
Year Ended 12/31/06	6,369	$0.963199 to $1.032365	$	6,271	0.95	%	0.35% to 1.25%	3.39% to 12.30%
Year Ended 12/31/05	6,402	$0.858577 to $0.919329	$	5,658	1.09	%	0.40% to 1.25%	5.94% to 6.84%
Year Ended 12/31/04	7,020	$0.804386 to $0.860463	$	5,862	0.73	%	0.40% to 1.25%	8.44% to 9.37%
Russell Aggressive Equity
Year Ended 12/31/08	2,970	$0.850538 to $1.008404	$	2,760	0.88	%	0.35% to 1.25%	(43.63)% to (43.12)%
Year Ended 12/31/07	2,687	$1.497529 to $1.773725	$	4,434	0.37	%	0.35% to 1.25%	2.13% to 3.06%
Year Ended 12/31/06	2,874	$1.455332 to $1.722029	$	4,656	0.19	%	0.35% to 1.25%	3.31% to 14.33%
Year Ended 12/31/05	3,005	$1.274157 to $1.506167	$	4,279	0.18	%	0.40% to 1.25%	5.04% to 5.94%
Year Ended 12/31/04	3,344	$1.203942 to $1.421771	$	4,538	0.17	%	0.40% to 1.25%	13.30% to 14.27%
Russell Non-U.S.
Year Ended 12/31/08	7,282	$0.791402 to $0.998879	$	6,493	0.00	%	0.35% to 1.25%	(43.13)% to (42.61)%
Year Ended 12/31/07	6,041	$1.381147 to $1.741498	$	9,654	2.68	%	0.35% to 1.25%	8.74% to 9.73%
Year Ended 12/31/06	5,365	$1.260557 to $1.587886	$	7,975	2.55	%	0.35% to 1.25%	8.74% to 23.15%
Year Ended 12/31/05	4,572	$1.024633 to $1.289430	$	5,582	1.63	%	0.40% to 1.25%	12.28% to 13.23%
Year Ended 12/31/04	4,635	$0.905783 to $1.138748	$	5,040	2.07	%	0.40% to 1.25%	16.83% to 17.82%
Russell Real Estate Securities
Year Ended 12/31/08	6,148	$1.770725 to $2.018711	$	11,420	1.91	%	0.35% to 1.25%	(37.48)% to (36.91)%
Year Ended 12/31/07	4,943	$2.832067 to $3.204435	$	14,577	2.29	%	0.35% to 1.25%	(16.91)% to (16.15)%
Year Ended 12/31/06	5,027	$3.408298 to $3.827505	$	17,756	1.95	%	0.35% to 1.25%	5.38% to 35.30%
Year Ended 12/31/05	4,692	$2.540501 to $2.831791	$	12,288	2.10	%	0.40% to 1.25%	11.56% to 12.51%
Year Ended 12/31/04	4,514	$2.277262 to $2.519496	$	10,592	2.27	%	0.40% to 1.25%	33.20% to 34.33%
Russell Core Bond
Year Ended 12/31/08	6,346	$1.373433 to $1.490712	$	9,090	4.01	%	0.35% to 1.25%	(4.76)% to (3.90)%
Year Ended 12/31/07	5,276	$1.442151 to $1.552068	$	7,845	5.40	%	0.35% to 1.25%	5.91% to 6.86%
Year Ended 12/31/06	3,354	$1.361728 to $1.453107	$	4,615	4.65	%	0.35% to 1.25%	1.27% to 3.30%
Year Ended 12/31/05	2,788	$1.329349 to $1.406633	$	3,738	3.60	%	0.40% to 1.25%	0.75% to 1.61%
Year Ended 12/31/04	2,653	$1.319453 to $1.384409	$	3,527	2.44	%	0.40% to 1.25%	3.36% to 4.24%
Russell LifePoints Moderate Strategy (1)
Year Ended 12/31/08	552	$0.811324 to $0.823673	$	450	2.35	%	0.35% to 1.25%	(20.97)% to (20.25)%
Year Ended 12/31/07	528	$1.026594 to $1.032870	$	543	4.06	%	0.35% to 1.25%	2.67% to 3.29%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Russell LifePoints Balanced Strategy (1)
Year Ended 12/31/08	1,584	$0.731582 to $0.742732	$	1,175	2.35	%	0.35% to 1.25%	(28.18)% to (27.53)%
Year Ended 12/31/07	557	$1.018600 to $1.024838	$	572	3.44	%	0.35% to 1.25%	1.87% to 2.49%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a
Russell LifePoints Growth Strategy (1)
Year Ended 12/31/08	771	$0.657020 to $0.667030	$	506	1.69	%	0.35% to 1.25%	(35.12)% to (34.53)%
Year Ended 12/31/07	198	$1.012636 to $1.018835	$	201	4.80	%	0.35% to 1.25%	1.27% to 1.89%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a

(1) Division commenced operations on April 30, 2007.

(2) Total return includes deductions for management and other expenses; it excludes deduction for sales loads and other charges. Returns are not annualized for periods less than one year.

F-29

NML Variable Annuity Account A

Notes to Financial Statements

December 31, 2008

	As of the respective period end date:				For the respective period ended:
Division	Units Outstanding	Unit Value, Lowest to Highest	Net Assets (000’s)		Dividend Income as a % of Average Net Assets		Expense Ratio, Lowest to Highest	Total Return, Lowest to Highest (2)
Russell LifePoints Equity Growth Strategy (1)
Year Ended 12/31/08	334	$0.587444 to $0.596398	$	204	0.52	%	0.35% to 1.25%	(41.49)% to (40.96)%
Year Ended 12/31/07	914	$1.003947 to $1.010091	$	919	4.45	%	0.35% to 1.25%	0.41% to 1.01%
Year Ended 12/31/06	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/05	n/a	n/a		n/a	n/a		n/a	n/a
Year Ended 12/31/04	n/a	n/a		n/a	n/a		n/a	n/a

(1) Division commenced operations on April 30, 2007.

(2) Total return includes deductions for management and other expenses; it excludes deduction for sales loads and other charges. Returns are not annualized for periods less than one year.

F-30

Report of Independent Registered Public Accounting Firm

To The Northwestern Mutual Life Insurance Company and

Contract Owners of NML Variable Annuity Account A

In our opinion, the accompanying statements of assets and liabilities, the related statements of operations, and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the NML Variable Annuity Account A and its Growth Stock Division, Focused Appreciation Division, Large Cap Core Stock Division, Large Cap Blend Division, Index 500 Stock Division, Large Company Value Division, Domestic Equity Division, Equity Income Division, Mid Cap Growth Stock Division, Index 400 Stock Division, Mid Cap Value Division, Small Cap Growth Stock Division, Index 600 Stock Division, Small Cap Value Division, International Growth Division, Research International Core Division, International Equity Division, Emerging Markets Equity Division, Money Market Division, Short-Term Bond Division, Select Bond Division, Long Term U.S. Government Bond Division, Inflation Protection Division, High Yield Bond Division, Multi-Sector Bond Division, Balanced Division, Asset Allocation Division, Fidelity VIP Mid Cap Division, Fidelity VIP Contrafund Division, Neuberger Berman AMT Socially Responsive Division, Russell Multi-Style Equity Division, Russell Aggressive Equity Division, Russell Non-US Division, Russell Real Estate Securities Division, Russell Core Bond Division, Russell LifePoints Moderate Strategy Division, Russell LifePoints Balanced Strategy Division, Russell LifePoints Growth Strategy Division, and Russell LifePoints Equity Growth Strategy Division at December 31, 2008, and the results of each of their operations, the changes in each of their net assets and their financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “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 the standards of the Public Company Accounting Oversight Board (United States). 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, 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 securities owned at December 31, 2008 with Northwestern Mutual Series Fund, Inc., Fidelity Variable Insurance Products, Neuberger Berman Advisers Management Trust and the Russell Investment Funds, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

February 17, 2009

F-31

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

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Consolidated Statement of Financial Position

(in millions)

	December 31,
	2008		2007
Assets:
Bonds	$	79,314	$	76,842
Mortgage loans		21,677		20,833
Policy loans		12,884		11,797
Common and preferred stocks		5,744		9,525
Real estate		1,528		1,499
Other investments		9,185		8,749
Cash and temporary investments		4,807		2,547
Total investments		135,139		131,792
Due and accrued investment income		1,498		1,395
Income taxes recoverable		73		–
Net deferred tax assets		2,696		1,461
Deferred premium and other assets		2,361		2,195
Separate account assets		13,387		19,704
Total assets	$	155,154	$	156,547
Liabilities and Surplus:
Reserves for policy benefits	$	117,954	$	109,573
Policyowner dividends payable		4,555		5,024
Interest maintenance reserve		192		709
Asset valuation reserve		1,023		3,687
Income taxes payable		–		683
Other liabilities		5,642		5,061
Separate account liabilities		13,387		19,704
Total liabilities		142,753		144,441
Surplus		12,401		12,106
Total liabilities and surplus	$	155,154	$	156,547

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

F-32

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Consolidated Statement of Operations

(in millions)

	For the year ended
	December 31,
	2008			2007		2006
Revenue:
Premiums	$	13,551		$	13,242	$	12,149
Net investment income		7,835			7,568		7,073
Other income		537			545		511
Total revenue		21,923			21,355		19,733
Benefits and expenses:
Benefit payments to policyowners and beneficiaries		6,071			5,544		4,979
Net additions to policy benefit reserves		8,491			7,904		7,304
Net transfers to (from) separate accounts		(102	)		484		492
Total benefits		14,460			13,932		12,775
Commissions and operating expenses		2,070			2,009		1,894
Total benefits and expenses		16,530			15,941		14,669
Gain from operations before dividends and taxes		5,393			5,414		5,064
Policyowner dividends		4,547			5,012		4,628
Gain from operations before taxes		846			402		436
Income tax expense (benefit)		(304	)		21		17
Net gain from operations		1,150			381		419
Net realized capital gains (losses)		(667	)		619		410
Net income	$	483		$	1,000	$	829

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

F-33

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Consolidated Statement of Changes in Surplus

(in millions)

	For the year ended
	December 31,
	2008			2007			2006
Beginning of year balance	$	12,106		$	11,684		$	10,381
Net income		483			1,000			829
Change in net unrealized capital gains (losses)		(3,483	)		(12	)		581
Change in net deferred tax assets		(20	)		165			337
Change in nonadmitted assets and other		(178	)		(137	)		70
Change in asset valuation reserve		2,664			(594	)		(514	)
Change in accounting principle		829			–			–
Net increase in surplus		295			422			1,303
End of year balance	$	12,401		$	12,106		$	11,684

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

F-34

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Consolidated Statement of Cash Flows

(in millions)

	For the year ended
	December 31,
	2008			2007			2006
Cash flows from operating activities:
Premiums and other income received	$	9,198		$	9,495		$	8,634
Investment income received		7,838			7,424			6,893
Benefit payments to policyowners and beneficiaries		(6,442	)		(5,904	)		(5,274	)
Net transfers from (to) separate accounts		121			(474	)		(482	)
Commissions, expenses and taxes paid		(2,115	)		(2,148	)		(2,202	)
Net cash provided by operating activities		8,600			8,393			7,569
Cash flows from investing activities:
Proceeds from investments sold or matured:
Bonds		42,698			64,980			51,695
Common and preferred stocks		5,527			6,099			6,088
Mortgage loans		1,811			2,940			3,413
Real estate		199			177			65
Other investments		1,669			1,175			1,693
		51,904			75,371			62,954
Cost of investments acquired:
Bonds		46,592			70,890			56,372
Common and preferred stocks		5,121			5,594			5,777
Mortgage loans		2,659			4,422			4,659
Real estate		118			151			107
Other investments		2,712			2,401			2,099
		57,202			83,458			69,014
Disbursement of policy loans, net of repayments		1,087			802			730
Net cash applied to investing activities		(6,385	)		(8,889	)		(6,790	)
Cash flows from financing and miscellaneous sources:
Net inflows (outflows) on deposit-type contracts		(84	)		198			69
Other cash provided (applied)		129			(40	)		(87	)
Net cash provided by (applied to) financing and other activities:		45			158			(18	)
Net increase (decrease) in cash and temporary investments		2,260			(338	)		761

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

F-35

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Consolidated Statement of Cash Flows

(in millions)

Cash and temporary investments, beginning of year		2,547		2,885		2,124
Cash and temporary investments, end of year	$	4,807	$	2,547	$	2,885

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

F-36

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

1. Basis of Presentation

The accompanying consolidated statutory financial statements include the accounts of The Northwestern Mutual Life Insurance Company and its wholly owned subsidiary, Northwestern Long Term Care Insurance Company (together, “the Company”). All intercompany balances and transactions have been eliminated. The Company offers life, annuity, disability and long-term care insurance products to the personal, business and estate markets.

The consolidated financial statements were prepared in accordance with accounting practices prescribed or permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (“statutory basis of accounting”), which are generally based on the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (“NAIC”). Financial statements prepared on the statutory basis of accounting differ from financial statements prepared in accordance with generally accepted accounting principles (“GAAP”), primarily because on a GAAP basis: (1) certain policy acquisition costs are deferred and amortized, (2) most bond and preferred stock investments are reported at fair value, (3) policy benefit reserves are established using different actuarial methods and assumptions, (4) deposit-type contracts, for which premiums, benefits and reserve changes are not included in revenue or benefits as reported in the statement of operations, are defined differently, (5) majority-owned, non-insurance subsidiaries are consolidated, (6) changes in deferred taxes are reported as a component of net income and (7) no deferral of realized investment gains and losses is permitted. The effects on the financial statements of the Company attributable to the differences between the statutory basis of accounting and GAAP are material.

Certain accounting practices used by the Company vary from the Accounting Practices and Procedures Manual of the NAIC with the permission of the Office of the Commissioner of Insurance of the State of Wisconsin (“permitted practices”). Permitted practices are used in situations where the NAIC does not provide accounting guidance specific to a transaction entered into by the Company or where the Company and the Office of the Commissioner agree that an alternative accounting practice would be more appropriate in the Company’s circumstances.

During 2008, the Company adopted new permitted practices regarding valuation of net deferred tax assets (see Note 10) and the Company’s equity method accounting for its investment in Frank Russell Company common stock (see Note 11).

2. Summary of Significant Accounting Policies

The preparation of financial statements in accordance with the statutory basis of accounting requires management to make estimates or 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 annual periods presented. Actual future results could differ from these estimates and assumptions.

Investments

See Notes 3 and 14 regarding the statement value and fair value of the Company’s investments in bonds, common and preferred stocks, mortgage loans and real estate.

Policy Loans

Policy loans represent amounts borrowed from the Company by life insurance policyowners, secured by the cash value of the related policies, and are reported at unpaid principal balance, which approximates fair value.

Other Investments

Other investments consist primarily of partnership investments (including real estate, venture capital and leveraged buyout fund limited partnerships), real estate joint ventures and unconsolidated non-insurance subsidiaries organized as limited liability companies. These investments are reported using the equity method of accounting.

F-37

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Other investments also include $107 million and $113 million of investments in oil and natural gas production at December 31, 2008 and 2007, respectively. These oil and gas investments are reported using the full cost method, under which all exploration and development costs, whether successful or not, are capitalized and amortized as a reduction of net investment income as oil and natural gas reserves are produced. This method is permitted by the Office of the Commissioner of Insurance of the State of Wisconsin (“OCI”). The Accounting Practices and Procedures Manual of the NAIC does not provide accounting guidance for oil and gas investments.

Other investments also include low income housing tax credit investments, leveraged leases and derivative financial instruments. See Note 3 for a description of the Company’s investments in leveraged leases and Note 4 regarding the Company’s use of derivatives.

Temporary Investments

Temporary investments represent securities that had maturities of one year or less at purchase and are reported at amortized cost, which approximates fair value.

Separate Accounts

Separate account assets and related reserve liabilities represent the segregation of balances attributable to variable life insurance and variable annuity products, including a group annuity separate account used to fund certain of the Company’s employee and representative benefit plan obligations. Policyowners bear the investment performance risk associated with variable products unless otherwise guaranteed by the Company. Separate account assets are invested at the direction of the policyowner in a variety of mutual fund options. Variable annuity policyowners also have the option to invest in a fixed rate group annuity issued by the general account of the Company. Separate account assets are reported at fair value based primarily on quoted market prices. See Note 7 for more information about the Company’s separate accounts and Note 8 for more information about the Company’s employee and representative benefit plans.

Reserves for Policy Benefits

Reserves for policy benefits represent the net present value of future policy benefits less future policy premiums, estimated using actuarial methods, mortality and morbidity experience tables and valuation interest rates prescribed or permitted by the OCI. These actuarial tables and methods include assumptions regarding future mortality and morbidity experience. Actual future experience could differ from the assumptions used to make these reserve estimates. See Note 5 for more information about the Company’s reserves for policy benefits.

Policyowner Dividends

Nearly all life, disability and long-term care insurance policies and certain annuity policies issued by the Company are participating. Annually, the Company’s Board of Trustees approves dividends payable on participating policies during the subsequent fiscal year, which are accrued and charged to operations when approved. Participating policyowners generally have the option to direct their dividends to be paid in cash, used to reduce future premiums due or used to purchase additional insurance benefits. Dividends used by policyowners to purchase additional insurance benefits are reported as premiums in the consolidated statement of operations, but are not included in premiums received or benefit payments in the consolidated statement of cash flows.

Interest Maintenance Reserve

The Company is required to maintain an interest maintenance reserve (“IMR”). The IMR is used to defer realized capital gains and losses, net of income tax, on fixed income investments and derivatives that are attributable to changes in market interest rates, including both changes in risk-free market interest rates and market credit spreads. Net realized capital gains and losses deferred to the IMR are amortized into investment income over the estimated remaining term to maturity of the investment sold or the asset/liability hedged by an interest rate-related derivative contract.

Asset Valuation Reserve

F-38

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The Company is required to maintain an asset valuation reserve (“AVR”). The AVR represents a reserve for invested asset valuation using a formula prescribed by the NAIC. The AVR is intended to protect surplus against potential declines in the value of the Company’s investments that are not related to changes in interest rates. Increases or decreases in the AVR are reported as direct adjustments to surplus in the consolidated statement of changes in surplus.

Premium Revenue

Most life insurance premiums are recognized as revenue at the beginning of each respective policy year. Universal life insurance and annuity premiums are recognized as revenue when received. Considerations received on supplementary annuity contracts without life contingencies are deposit-type transactions and thereby excluded from revenue in the consolidated statement of operations. Disability and long-term care insurance premiums are recognized as revenue when due. Premium revenue is reported net of ceded reinsurance. See Note 9 for more information about the Company’s use of reinsurance.

Net Investment Income

Net investment income primarily represents interest and dividends received or accrued on bonds, common and preferred stocks, mortgage loans, policy loans and other investments. Accrued investment income more than 90 days past due is nonadmitted and reported as a direct reduction of surplus in the consolidated statement of changes in surplus. Accrued investment income that is ultimately deemed uncollectible is included as a reduction of net investment income in the period that such determination is made. Net investment income also includes dividends paid to the Company from accumulated earnings of joint ventures, partnerships and unconsolidated non-insurance subsidiaries and prepayment fees on bonds and mortgage loans. Net investment income is reduced by investment management expenses, real estate depreciation, depletion related to oil and natural gas investments and interest costs associated with securities lending.

Other Income

Other income primarily represents ceded reinsurance expense allowances and various insurance policy charges. See Note 9 for more information about the Company’s use of reinsurance.

Benefit Payments to Policyowners and Beneficiaries

Benefit payments to policyowners and beneficiaries include death, surrender, disability and long-term care benefits, as well as matured endowments and payments on supplementary annuity contracts that include life contingencies. Benefit payments on supplementary annuity contracts without life contingencies are deposit-type transactions and thereby excluded from benefits in the consolidated statement of operations. Benefit payments are reported net of ceded reinsurance recoveries. See Note 9 for more information about the Company’s use of reinsurance.

Commissions and Operating Expenses

Commissions and other operating costs, including costs of acquiring new insurance policies, are generally charged to expense as incurred.

Information Technology Equipment and Software

The cost of information technology (“IT”) equipment and operating system software is generally capitalized and depreciated over three years using the straight-line method. Non-operating system software is generally capitalized and depreciated over a maximum of five years. IT equipment and operating software assets of $43 million and $36 million at December 31, 2008 and 2007, respectively, are included in other assets in the consolidated statement of financial position and are net of accumulated depreciation of $143 million and $120 million, respectively. Non-operating software costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from assets and surplus in the consolidated statement of financial position. Depreciation expense for IT equipment and software totaled $78 million, $78 million and $77 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Furniture, Fixtures and Equipment

F-39

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The cost of furniture, fixtures and equipment, including leasehold improvements, is generally capitalized and depreciated over the useful life of the assets using the straight-line method. Furniture, fixtures and equipment costs, net of accumulated depreciation, are nonadmitted assets and thereby excluded from assets and surplus in the consolidated statement of financial position. Depreciation expense for furniture, fixtures and equipment totaled $8 million, $7 million and $7 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Investment Capital Gains and Losses

Realized capital gains and losses are recognized based upon specific identification of investment assets sold. Realized capital losses also include valuation adjustments for impairment of bonds, common and preferred stocks, mortgage loans, real estate and other investments that have experienced a decline in fair value that management considers to be other-than-temporary. Realized capital gains and losses as reported in the consolidated statement of operations exclude any IMR deferrals. See Note 3 for more information regarding investment impairments and other realized capital gains and losses.

Effective January 1, 2008, the Company adopted Statement of Statutory Accounting Principle No. 98, Treatment of Cash Flows When Quantifying Changes in Valuation and Impairments, An Amendment to SSAP No. 43 – Loan Backed and Structured Securities (“SSAP 98”). SSAP 98 requires that valuation adjustments for other-than-temporary impairment of loan-backed and structured securities be based on fair value. Previous statutory accounting guidance required that such valuation adjustments be based on undiscounted future cash flows. SSAP 98 was adopted prospectively and resulted in $90 million of additional realized capital losses during 2008 than would have been required under previous accounting guidance.

Unrealized capital gains and losses primarily represent changes in the fair value of common stocks and other equity investments and changes in valuation adjustments made for bonds in or near default. Changes in the Company’s equity method share of undistributed earnings of joint ventures, partnerships and unconsolidated non-insurance subsidiaries are also included in changes in unrealized capital gains and losses. See Note 3 for more information regarding unrealized capital gains and losses.

Nonadmitted Assets

Certain assets are designated as nonadmitted on the statutory basis of accounting. Such assets, principally related to pension funding, amounts advanced to or due from the Company’s financial representatives, furniture, fixtures, equipment and non-operating software (net of accumulated depreciation), deferred tax assets in excess of statutory limits and certain investments are excluded from assets and surplus in the consolidated statement of financial position. Changes in nonadmitted assets are reported as a direct adjustment to surplus in the consolidated statement of changes in surplus.

Reclassifications

Certain amounts in prior year footnote disclosures have been reclassified to conform to the current year presentation.

3. Investments

Bonds

Investments in bonds rated “1” (highest quality), “2” (high quality), “3” (medium quality), “4” (low quality) or “5” (lower quality) by the Securities Valuation Office (“SVO”) of the NAIC are reported at amortized cost, less any valuation adjustment. Bonds rated “6” (lowest quality) by the SVO are reported at the lower of amortized cost or fair value. The interest method is used to amortize any purchase premium or discount, including estimates of future prepayments obtained from independent sources. Prepayment assumptions are updated at least annually, using the retrospective method to adjust net investment income for changes in the estimated yield-to-maturity.

Disclosure of fair value for bonds is based primarily on values published by the SVO. In the absence of SVO-published values, fair value is based on quoted market prices of identical or similar assets, if available. For bonds without SVO-published values or quoted market prices, fair value is estimated using independent

F-40

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

pricing services or internally developed pricing models. See Note 14 for more information regarding the fair value of the Company’s investments in bonds.

Statement value and fair value of bonds at December 31, 2008 and 2007 were as follows:

December 31, 2008	Reconciliation to Fair Value
	Statement Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
U.S. Governments	$	7,795	$	1,555	$	(4	)	$	9,346
States, territories and possessions		463		61		(7	)		517
Special revenue and assessments		13,084		454		(44	)		13,494
All foreign governments		1,313		319		–			1,632
Public utilities		6,821		94		(603	)		6,312
Banks, trust and insurance companies		10,336		108		(1,485	)		8,959
Industrial and miscellaneous		39,502		458		(5,484	)		34,476
Total	$	79,314	$	3,049	$	(7,627	)	$	74,736

F-41

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

December 31, 2007	Reconciliation to Fair Value
	Statement Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
U.S. Governments	$	6,081	$	653	$	(3	)	$	6,731
States, territories and possessions		244		39		(3	)		280
Special revenue and assessments		13,408		146		(115	)		13,439
All foreign governments		342		28		(2	)		368
Public utilities		6,407		177		(94	)		6,490
Banks, trust and insurance companies		11,146		260		(263	)		11,143
Industrial and miscellaneous		39,214		834		(849	)		39,199
Total	$	76,842	$	2,137	$	(1,329	)	$	77,650

The increases in gross unrealized gains during 2008 on U.S. Governments and Special revenue and assessments bonds comprised primarily of residential mortgage-backed securities issued by government agencies were primarily due to significant declines in yields on debt backed by the full faith and credit of the U.S. Government. The increase in gross unrealized losses on other bonds during 2008 was due primarily to a significant increase in market credit spreads for both investment-grade and below investment grade bonds between December 31, 2007 and December 31, 2008, as well as the impact of rating downgrades, as discussed below. Credit spreads represent the yield premium in excess of risk-free market interest rates that market participants require for the perceived risks or uncertainties associated with the future contractual performance of a bond issuer. The credit and liquidity crisis in the U.S. and global financial markets during 2008 significantly increased the perceived risks and uncertainties of bond investors, which reduced market liquidity and increased market credit spreads for most bond investments to historically high levels.

F-42

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Based on statement value, 89% of the Company’s bond portfolio was rated as investment-grade (i.e., rated “1” or “2” by the SVO) at each of December 31, 2008 and 2007. Statement value of bonds by NAIC rating category at December 31, 2008 and 2007 were as follows:

December 31, 2008	NAIC Rating
	1		2		3		4		5		6		Total
	(in millions)
U.S. Governments	$	7,795	$	–	$	–	$	–	$	–	$	–	$	7,795
States, territories and possessions		363		100		–		–		–		–		463
Special revenue and assessments		12,904		180		–		–		–		–		13,084
All foreign governments		1,224		89		–		–		–		–		1,313
Public utilities		2,512		3,682		390		222		15		–		6,821
Banks, trust and insurance companies		6,694		2,914		266		273		134		55		10,336
Industrial and miscellaneous		17,226		14,680		3,168		2,813		1,535		80		39,502
Total	$	48,718	$	21,645	$	3,824	$	3,308	$	1,684	$	135	$	79,314
December 31, 2007	NAIC Rating
	1		2		3		4		5		6		Total
	(in millions)
U.S. Governments	$	6,081	$	–	$	–	$	–	$	–	$	–	$	6,081
States, territories and possessions		210		34										244
Special revenue and assessments		13,408		–		–		–		–		–		13,408
All foreign governments		281		61		–		–		–		–		342
Public utilities		2,304		3,379		284		385		55		–		6,407
Banks, trust and insurance companies		7,647		2,626		464		340		69		–		11,146
Industrial and miscellaneous		18,347		14,102		2,408		3,038		1,315		4		39,214
Total	$	48,278	$	20,202	$	3,156	$	3,763	$	1,439	$	4	$	76,842

During 2008, certain bonds were subject to downgrades by the NAIC. As of December 31, 2008, the Company held bonds classified as below investment grade which had been classified as investment grade with a statement value of $788 million at December 31, 2007. These bonds experienced declines in fair value of $349 million as a result of these rating downgrades, as well as the widening of general credit spreads.

F-43

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Statement value and fair value of bonds by contractual maturity at December 31, 2008 are presented below. Estimated maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment premiums.

	Statement Value		Fair Value
	(in millions)
Due in one year or less	$	1,570	$	1,550
Due after one year through five years		14,768		13,879
Due after five years through ten years		22,914		20,251
Due after ten years		17,380		17,732
		56,632		53,412
Mortgage-backed and structured securities		22,682		21,324
Total	$	79,314	$	74,736

The table below summarizes the composition of the Company’s investments in mortgage-backed and structured securities at December 31, 2008. The investment grade designation is based on an NAIC rating of “1” or “2” as of December 31, 2008. These ratings are subject to change based upon subsequent evaluations of credit quality by the NAIC Securities Valuation Office or other rating agencies. On a statement value basis, over 98% of the Company’s investments in these securities are rated as investment grade as of December 31, 2008, with a significant concentration within residential mortgage-backed securities issued by government agencies:

	Investment Grade				Below Investment Grade				Total
	Statement Value		Fair Value		Statement Value		Fair Value		Statement Value		Fair Value
	(in millions)				(in millions)				(in millions)
Residential mortgage backed:
Government agencies	$	13,570	$	14,046	$	–	$	–	$	13,570	$	14,046
Other prime		1,806		1,650		–		–		1,806		1,650
Other non-prime		643		535		198		117		841		652
Commercial mortgage backed		2,753		1,760		62		7		2,815		1,767
Other asset backed		3,230		3,059		11		12		3,241		3,071
Collateralized debt obligations:
CMBS CDO’s		220		64		31		4		251		68
Consumer debt CDO’s		46		38		–		–		46		38
Other CDO’s		67		24		45		8		112		32
Total structured securities	$	22,335	$	21,176	$	347	$	148	$	22,682	$	21,324

On a statement value basis, 93% of the mortgage-backed and structured securities included in Investment Grade were rated “AAA” as of December 31, 2008. Mortgage-backed securities issued by government agencies experienced favorable movements in fair value relative to statement value due to declining yields on securities backed by the U.S. government during 2008. Wider credit spreads on securities not backed by the U.S. government resulted in market value declines for all other mortgage-backed and structured securities, with commercial mortgage-backed securities experiencing the most significant declines.

Rating information as of December 31, 2008 for commercial mortgage-backed securities, by year of origination, is provided in the following table:

F-44

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	Rating
	Aaa		Aa		A		Baa		Ba and below		Total
	(in millions)
2007	$	381	$	253	$	10	$	57	$	14	$	715
2006		462		87		40		22		–		611
2005		330		36		35		96		33		530
2004		156		5		15		29		12		217
2003 & prior		397		177		74		91		3		742
Total	$	1,726	$	558	$	174	$	295	$	62	$	2,815

Common and Preferred Stocks

Common stocks are generally reported at fair value, which is based primarily on values published by the SVO and quoted market prices. When SVO-published values or quoted market prices are not used, fair value is estimated using independent pricing services or internally developed pricing models. The equity method is generally used to report investments in common stock of unconsolidated non-insurance subsidiaries. See Note 11 regarding statement value of the Company’s investment in Frank Russell Company common stock. See Note 14 for more information regarding the fair value of the Company’s investments in common stock.

Preferred stocks rated “1” (highest quality), “2” (high quality) or “3” (medium quality) by the SVO are reported at amortized cost. Preferred stocks rated “4” (low quality), “5” (lower quality) or “6” (lowest quality) by the SVO are reported at the lower of amortized cost or fair value. Fair value is based primarily upon values published by the SVO. In the absence of SVO-published values, fair value is based upon quoted market prices, if available. For preferred stocks without SVO-published values or quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. See Note 14 for more information regarding the fair value of the Company’s investments in preferred stock.

When necessary, valuation adjustments are made for preferred stocks with SVO quality ratings of “4”, “5” or “6” and for common and preferred stocks with a decline in fair value that management considers to be other-than-temporary. If the impairment is considered to be temporary, the valuation adjustment is reported as an unrealized capital loss. Valuation adjustments for declines in value considered to be other-than-temporary are reported as realized capital losses.

Mortgage Loans

Mortgage loans consist solely of commercial mortgage loans and are reported at unpaid principal balance, less any valuation allowance or unamortized commitment or origination fees. Such fees are generally deferred upon receipt and amortized into net investment income using the interest method.

The maximum and minimum interest rates for mortgage loans originated during 2008 were 7.0% and 4.8%, respectively, while these rates during 2007 were 8.3% and 5.3%, respectively. The aggregate ratio of amounts loaned to the fair value of collateral for mortgage loans originated during each of 2008 and 2007 was 63%, with a maximum of 100% for any single loan during each of 2008 and 2007. As of December 31, 2008 and 2007, the aggregate weighted-average loan-to-value ratio for the mortgage loan portfolio was 66% and 58%, respectively. The increase in the loan-to-value ratio is primarily the result of declining fair values for the underlying collateral, based on current appraisals performed by the Company.

The following table provides information on the distribution of mortgage loan maturities as of December 31, 2008:

F-45

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	Statement Value
Due in one year or less	546
Due after one year through two years	1,797
Due after two years through five years	6,437
Due after five years through eight years	5,883
Due after eight years	7,014
	21,677

Real Estate

Real estate investments are reported at cost, less any valuation adjustment, encumbrances and accumulated depreciation of buildings and other improvements, using a straight-line method over the estimated useful lives of the improvements. Fair value of real estate is based primarily on the present value of estimated future cash flow (for commercial properties) or the capitalization of stabilized net operating income (for multi-family residential properties).

The table below summarizes the geographical diversification of the Company’s investments in real estate by property type as of December 31, 2008:

	East		Midwest		South		West		Total
	(in millions)
Apartment	$	277	$	40	$	27	$	294	$	638
Office		72		402		136		26		636
Industrial		12		–		54		172		238
Land		–		–		16		–		16
Total	$	361	$	442	$	233	$	492	$	1,528

The Company occupies property included in Midwest Office investments above, which have aggregate statement values of $245 million at December 31, 2008.

Leveraged Leases

Leveraged leases primarily represent investments in commercial aircraft or real estate properties that are leased to third parties and serve as collateral for non-recourse borrowings. Leveraged leases are reported at the present value of future minimum lease payments plus the estimated residual value of the leased asset and included in other investments in the consolidated statement of financial position. At December 31, 2008 and 2007, the statement value of leveraged leases was $331 million and $335 million, respectively.

Impairments

On a quarterly basis, the Company performs a review of bonds, common and preferred stocks, mortgage loans, real estate and other investments to identify those that have experienced a decline in fair value that management considers to be other-than-temporary. Factors considered in evaluating whether a decline in fair value is other-than-temporary include: (1) the duration and extent to which fair value has been less than cost, (2) the financial condition and near-term financial prospects of the issuer and (3) the Company’s ability and intent to retain the investment for a period of time sufficient to allow for an anticipated recovery in value.

For fixed maturity securities, emphasis is placed on evaluating the issuer’s ability to service all contractual interest and principal payments and the Company’s ability and intent to hold the security until the earlier of a recovery in value or until maturity. The Company’s intent and ability to hold a security considers broad portfolio management objectives such as asset/liability duration management, issuer and industry segment exposures, interest rate views and the overall total return of the portfolio.

For equity securities, greater weight and consideration is given to the duration and extent of a decline in market value and the likelihood such market value decline will recover. An investment in real estate is considered to be impaired when the fair value of the property is lower than depreciated cost. Securities, real estate and other

F-46

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

investments that are determined to have an other-than-temporary impairment are written down to fair value.

Mortgage loans determined to have an other-than-temporary impairment are written down to net realizable value based on appraisal of the collateral property. Realized capital losses recognized due to declines in fair value of investments that were considered to be other-than-temporary for the years ended December 31, 2008, 2007 and 2006 were $960 million, $156 million and $74 million, respectively.

The following table provides additional detail for the valuation adjustments for the years ended December 31, 2008, 2007 and 2006:

	For the year ended December 31,
	2008			2007			2006
Bonds, preferred and common stocks:		(in millions)
Financial industry	$	(366	)	$	(26	)	$	(9	)
Structured securities		(157	)		(1	)		(1	)
Energy sector		(98	)		(31	)		–
Consumer discretionary		(82	)		(3	)		(12	)
Health care		(41	)		(14	)		(6	)
Industrials		(30	)		(6	)		(6	)
Technology		(25	)		(1	)		(3	)
Other		(53	)		(2	)		(1	)
Subtotal		(852	)		(84	)		(38	)
Other investments:
Real estate and RE Funds		(88	)		(46	)		–
Energy holdings		(10	)		–			–
Security partnerships		(10	)		(26	)		(36	)
Subtotal		(108	)		(72	)		(36	)
Total	$	(960	)	$	(156	)	$	(74	)

The $852 million in security write downs during 2008 was comprised of $445 million of bonds, $231 million of common stocks, and $176 million of preferred stocks. The $157 million of structured securities write downs during 2008 was comprised of $63 million of consumer debt and other CDOs and $94 million of CMBS, including CMBS CDOs.

In addition to the realized losses discussed above, $77 million, $53 million and $6 million of other-than-temporary impairments were recognized in the Company’s unconsolidated non-insurance subsidiaries for the years ended December 31, 2008, 2007 and 2006, respectively. The decline in equity of these subsidiaries resulting from these valuation adjustments is included in changes in net unrealized capital gains (losses) in the consolidated statement of changes in surplus.

Investment Capital Gains and Losses

Realized capital gains and losses for the years ended December 31, 2008, 2007 and 2006 were as follows:

F-47

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	For the year ended December 31, 2008								For the year ended December 31, 2007								For the year ended December 31, 2006
	Realized Gains		Realized Losses			Net Realized Gains (Losses)			Realized Gains		Realized Losses			Net Realized Gains (Losses)			Realized Gains		Realized Losses			Net Realized Gains (Losses)
	(in millions)								(in millions)								(in millions)
Bonds	$	518	$	(1,757	)	$	(1,239	)	$	465	$	(327	)	$	138		$	243	$	(497	)	$	(254	)
Common and preferred stocks		773		(1,342	)		(569	)		1,415		(246	)		1,169			1,193		(241	)		952
Mortgage loans		–		(2	)		(2	)		–		(10	)		(10	)		1		–			1
Real estate		82		(4	)		78			65		–			65			18		–			18
Other investments		1,416		(1,205	)		211			306		(568	)		(262	)		207		(357	)		(150	)
	$	2,789	$	(4,310	)		(1,521	)	$	2,251	$	(1,151	)		1,100		$	1,662	$	(1,095	)		567
Less: IMR gains (losses)							(705	)							144								(261	)
Less: Capital gains taxes (benefit)							(149	)							337								418
Net realized capital gains (losses)						$	(667	)						$	619							$	410

Realized losses include the impact of the other-than-temporary impairments discussed previously. The realized gain and loss activity within Other Investments is primarily due to derivative transactions. See Note 4. The remaining realized gain and loss activity is the result of normal trading activity undertaken to execute the Company’s overall portfolio strategy including asset/liability duration management, sector exposure, total return and tax optimization. During 2008, $439 million of realized losses were attributable to the sale of bonds with significant declines in credit quality. Proceeds from the sale of bond investments totaled $34 billion, $56 billion and $44 billion for the years ended December 31, 2008, 2007 and 2006, respectively.

Changes in net unrealized capital gains and losses for the years ended December 31, 2008, 2007 and 2006 were as follows:

	For the year ended December 31,
	2008			2007			2006
	(in millions)
Bonds	$	(356	)	$	98		$	58
Common and preferred stocks		(3,604	)		(367	)		466
Other investments		(831	)		178			264
		(4,791	)		(91	)		788
Change in deferred taxes		1,308			79			(207	)
Change in net unrealized capital gains (losses)	$	(3,483	)	$	(12	)	$	581

The increase in net unrealized capital losses during 2008 was due primarily to declines in the fair value of common stocks and other investments that management considers to be temporary. Net unrealized capital losses included unrealized losses of ($460) million, ($386) million and ($312) million for the years ended December 31, 2008, 2007 and 2006, respectively, related to distributions to the Company from unconsolidated non-insurance subsidiaries. The Company’s share of the earnings or losses of these subsidiaries are reported as unrealized under the equity method of accounting until distributed to the Company, at which time net investment income is recognized and the previously unrealized gain is reversed.

Changes in net unrealized capital gains (losses) also included valuation adjustments for declines in fair value of investments held by unconsolidated non-insurance subsidiaries that were considered to be other-than-temporary.

The amortized cost and fair value of bonds and common and preferred stocks for which fair value had temporarily declined and remained below cost as of December 31, 2008 and 2007 were as follows:

F-48

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	December 31, 2008
	Decline For Less Than 12 Months							Decline For Greater Than 12 Months
	Amortized Cost		Fair Value		Difference			Amortized Cost		Fair Value		Difference
	(in millions)
Bonds	$	29,909	$	26,205	$	(3,704	)	$	16,589	$	12,454	$	(4,135	)
Common and preferred stocks		3,326		2,391		(935	)		1,048		610		(438	)
Total	$	33,235	$	28,596	$	(4,639	)	$	17,637	$	13,064	$	(4,573	)
	December 31, 2007
	Decline For Less Than 12 Months							Decline For Greater Than 12 Months
	Amortized Cost		Fair Value		Difference			Amortized Cost		Fair Value		Difference
	(in millions)
Bonds	$	13,098	$	12,466	$	(632	)	$	17,873	$	17,200	$	(673	)
Common and preferred stocks		1,895		1,609		(286	)		160		127		(33	)
Total	$	14,993	$	14,075	$	(918	)	$	18,033	$	17,327	$	(706	)

At December 31, 2008, the amount of bonds for which fair value had temporarily declined increased due primarily to a significant increase in market credit spreads from December 31, 2007. These bonds are current on interest and principal payments and are otherwise performing according to their contractual terms. Based on the review process described previously, management considers these declines in fair value, as well as declines in fair value of common and preferred stocks, to be temporary based on existing facts and circumstances. Changes in the fair value of common stocks are reflected in surplus through unrealized gains/losses as a result of being reported at fair value in the financial statements.

Sub-prime and other Below-prime Mortgage Risk

Sub-prime mortgages are residential loans to borrowers with weak credit profiles. Alt-A mortgages are residential loans to borrowers who have credit profiles above sub-prime but do not conform to traditional (“prime”) mortgage underwriting guidelines. The Company has invested in certain mortgage-backed and structured securities that include exposure to below-prime mortgage loans. These investments are included in bonds in the consolidated statement of financial position and reported at amortized cost, less any valuation adjustments. At December 31, 2008 and 2007, the statement value of sub-prime investments was $8 million and $22 million, respectively, and the statement value of Alt-A investments was $826 million and $783 million, respectively. At December 31, 2008 and 2007, the fair value of sub-prime investments was $2 million and $21 million, respectively, and the fair value of Alt-A investments was $648 million and $771 million, respectively. As of December 31, 2008, the Alt-A investments were comprised primarily of a portfolio of non-prime Alt-A floaters issued in 2006 and 2007 in the statement amount of $303 million, substantially all first pay securities, and a portfolio of non-prime fixed rate pass-through and CMO securities of earlier vintages in the statement amount of $496 million. The non-prime Alt-A floater and non-prime fixed-rate pass-through portfolios included $106 million and $333 million of AAA rated securities, respectively, at December 31, 2008.

A summary of the Company’s Alt-A investments at December 31, 2008 by year of origination is reflected in the table below:

F-49

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	Investment Grade				Below Investment Grade				Total
	Statement Value		Fair Value		Statement Value		Fair Value		Statement Value		Fair Value
	(in millions)				(in millions)				(in millions)
2007	$	155	$	125	$	117	$	76	$	272	$	201
2006		148		130		72		36		220		166
2005		65		59		–		–		65		59
2004		137		117		–		–		137		117
2003		65		53		–		–		65		53
2002 and prior		60		47		7		5		67		52
Total	$	630	$	531	$	196	$	117	$	826	$	648

Securities Lending

The Company has entered into securities lending agreements whereby certain general account investment securities are loaned to third parties, primarily major brokerage firms. At December 31, 2008 and 2007, the aggregate statement value of loaned securities was $2.5 billion and $3.2 billion, respectively, while the aggregate fair value of these loaned securities was $3.0 billion and $3.4 billion, respectively. The Company’s policy requires a minimum of 102% of the fair value of the loaned securities, calculated on a daily basis, as collateral in the form of either cash or securities to be held by the Company or a trustee.

At December 31, 2008 and 2007, securities lending collateral held by the Company of $2.9 billion and $3.0 billion, respectively, is reported in the consolidated statement of financial position at amortized cost and included in cash and temporary investments, with the offsetting collateral liability of $2.9 billion and $3.0 billion included in other liabilities. These collateral assets included $2.8 billion and $2.7 billion, respectively, of collateral positions with open terms (i.e., positions for which the borrower may return the loaned security and request return of the collateral at any time), $10 million and $0, respectively, for collateral positions with terms of less than 30 days, and $90 million and $320 million, respectively, for collateral positions with terms exceeding 90 days. Additionally, at December 31, 2008 and 2007, the total fair value of all collateral positions was $2.9 billion and $3.0 billion, respectively.

At December 31, 2008 and 2007, additional non-cash collateral of $219 million and $593 million, respectively, with fair values of $208 million and $590 million, respectively, was held on the Company’s behalf by a trustee and is not included in the consolidated statement of financial position.

The Company has also entered into securities lending arrangements for separate account investment securities, utilizing similar procedures and collateral requirements as those for general account loaned securities. At December 31, 2008 and 2007, the aggregate statement value of loaned securities held by the separate accounts was $67 million and $113 million, respectively.

4. Derivative Financial Instruments

In the normal course of business, the Company enters into derivative transactions, generally to mitigate (or “hedge”) the risk to its assets, liabilities and surplus from fluctuations in interest rates, foreign currency exchange rates and other market risks. Derivatives used in hedging transactions are designated as either “cash flow” hedges, which mitigate the risk of variability in future cash flows associated with the asset or liability being hedged, or “fair value” hedges, which mitigate the risk of changes in fair value of the asset or liability being hedged. Derivatives that qualify for hedge accounting are reported on a basis consistent with the asset or liability being hedged (e.g., at amortized cost or fair value). Derivatives used as hedges that do not qualify for hedge accounting are reported at fair value.

The Company also uses derivatives for the purpose of investment “replication.” A replication is a derivative transaction that, when entered into in conjunction with other cash market investments, replicates the risk and reward characteristics of otherwise permissible investment positions. Derivatives used as part of a replication are reported on a basis consistent with the investment position being replicated (e.g., at amortized cost or fair value).

F-50

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

During 2008, the Company also used derivatives for income generation purposes. Derivatives used for income generation purposes are reported on a basis consistent with the accounting treatment that would be used for the covering asset or underlying interest to which the derivative relates (e.g., at amortized cost or fair value). The cash premium received by the Company at the inception of the contract is deferred for accounting purposes until maturity of the contract or its exercise by the counterparty (if the term of the derivative is less than one year) or amortized over the life of the contract (if the term of the derivative is greater than one year).

Derivative transactions expose the Company to the risk that a counterparty may not be able to fulfill its obligations under the contract. The Company manages this risk by dealing only with counterparties that maintain a minimum credit rating, performing ongoing surveillance of counterparties' credit standing and adhering to established limits for credit exposure to any single counterparty. The Company also utilizes collateral support agreements that require the daily exchange of collateral assets if credit exposure exceeds certain limits.

F-51

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The Company held the following derivative positions at December 31, 2008 and 2007:

	December 31, 2008								December 31, 2007
Derivative Instrument	Notional Amount		Statement Value			Fair Value			Notional Amount		Statement Value			Fair Value
	(in millions)
Cash Flow Hedges:
Interest rate floors	$	1,175	$	17		$	130		$	1,250	$	19		$	38
Swaptions		1,742		53			21			1,458		45			39
Foreign currency swaps		863		9			101			787		–			(76	)
Foreign currency covers		2		–			2			19		–			19
Interest rate swaps		52		–			17			102		–			12
Interest rate basis swaps		–		–			–			40		–			–
Commodity swaps		–		–			–			4		(1	)		(1	)
Fair Value Hedges:
Purchased credit default swaps		306		15			15			420		2			2
Foreign currency forwards		376		(8	)		(8	)		2,474		5			5
Foreign currency futures		1,299		–			–			–		–			–
Short fixed income futures		3,407		–			–			2,356		–			–
Short equity index futures		552		–			–			–		–			–
Purchased put options		–		–			–			–		–			–
Equity collars		11		1			1			11		–			–
Short total return swaps		265		(9	)		(9	)		283		(6	)		(6	)
Replications:
Fixed income		10		–			–			489		–			17
Long fixed income futures		3,867		–			–			1,783		–			–
Long equity index futures		–		–			–			204		–			–
Long total return swaps		322		2			2			–		–			–
Income Generation Transactions:
Written equity call options		–		–			–			–		–			–

The notional amounts shown above are used to denominate the derivative contracts and do not represent amounts exchanged between the Company and the derivative counterparties. The statement value of derivatives is included in other investments in the consolidated statement of financial position.

Fair value is the amount that the Company would expect to receive or pay in an arms-length settlement of the derivative contract as of the reporting date. The fair value of derivative instruments is based on quoted market prices, when available. In the absence of quoted market prices, fair value is estimated using third-party or internal pricing models. For derivatives reported at fair value, changes in fair value on open derivative positions are reported as an unrealized capital gain or loss. Upon maturity or termination of the derivative contract, a realized capital gain or loss is recognized.

Following are descriptions of the types of derivative instruments used by the Company:

Cash Flow Hedges:

Interest rate floors are used to mitigate the asset/liability management risk of a significant and sustained decrease in interest rates for certain of the Company’s insurance products. Interest rate floors entitle the Company to receive payments from a counterparty if market interest rates decline below a specified level. The Company’s use of interest rate floors qualifies for hedge accounting, with these instruments reported at amortized cost.

F-52

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Swaptions are used to mitigate the asset/liability management risk of a significant and sustained increase in interest rates for certain of the Company’s insurance products. Swaptions provide the Company an option to enter into an interest rate swap with a counterparty on predefined terms. The Company’s use of swaptions qualifies for hedge accounting, with these instruments reported at amortized cost.

Foreign currency swaps are used to mitigate the foreign exchange risk for investments in bonds denominated in foreign currencies. Foreign currency swaps obligate the Company and a counterparty to exchange the currencies of two different countries at a specified exchange rate. The Company’s use of foreign currency swaps qualifies for hedge accounting. These instruments are reported at amortized cost, with the exception of changes in fair value due to fluctuations in market currency exchange rates. Foreign currency translation gain or loss is reported as an unrealized capital gain or loss until the maturity or termination of the contract, at which time a realized capital gain or loss is recognized.

Foreign currency covers are used to mitigate foreign exchange risk pending settlement of executed trades for investments denominated in foreign currencies. Foreign currency covers obligate the Company to pay to or receive from a counterparty a specified amount of a foreign currency at a specified exchange rate at a future date. The Company’s use of foreign currency covers qualifies for hedge accounting, with foreign currency translation gain or loss recorded as an adjustment to the cost basis of the hedged security.

Interest rate swaps are used to mitigate interest rate risk for investments in variable interest rate and fixed interest rate bonds. Interest rate swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable interest rate index and a specified fixed rate of interest applied to the notional amount of the contract. The Company’s use of interest rate swaps qualifies for hedge accounting, with these instruments reported at amortized cost.

Interest rate basis swaps are used to mitigate the basis risk for investments in variable interest rate preferred stocks. Interest rate basis swaps obligate the Company and a counterparty to exchange amounts based on the difference between the rates of return on two different reference indices applied to the notional amount of the contract. The Company’s use of interest rate basis swaps does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital gains and losses on these contracts were less than $1 million during each of 2008 and 2007.

Commodity swaps are used to mitigate market risk for the anticipated sale of future oil or natural gas production. Commodity swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable energy commodity price and a specified fixed energy commodity price applied to the notional amount of the contract. The Company’s use of commodity swaps does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital gains of $1 million and unrealized capital losses of $1 million were recognized during 2008 and 2007, respectively, on these contracts.

Fair Value Hedges:

Purchased credit default swaps are used to mitigate the credit risk for investments in bonds issued by specific debtors. Credit default swaps provide the Company an option to put a specific bond to a counterparty at par in the event of a “credit event” encountered by the bond issuer. A credit event is generally defined as a bankruptcy, failure to make required payments or acceleration of issuer obligations under the terms of the bond. In some cases the Company’s use of credit default swaps qualifies for hedge accounting, while in other cases it does not. Credit default swaps that qualify for hedge accounting are reported at amortized cost. Swaps that do not qualify for hedge accounting are reported at fair value. Unrealized capital gains of $14 million and $3 million were recognized during 2008 and 2007, respectively, on contracts that did not qualify for hedge accounting.

Foreign currency forwards are used to mitigate the foreign exchange risk for investments in bonds denominated in foreign currencies or common stock or other equity investments in companies operating in foreign countries. Foreign currency forwards obligate the Company to pay to or receive from a counterparty

F-53

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

a specified amount of a foreign currency at a future date. The Company’s use of foreign currency forwards does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital losses of $13 million and unrealized capital gains of $23 million were recognized during 2008 and 2007, respectively, on these contracts.

Foreign currency futures are used to mitigate the foreign exchange risk for investments in bonds denominated in foreign currencies or common stock or other equity investments in companies operating in foreign countries. Foreign currency futures obligate the Company to exchange a specified amount of a foreign currency with a counterparty at a specified exchange rate at a future date. The Company’s use of foreign currency futures does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital losses of $73 million were recognized during 2008 on these contracts. The Company did not use these instruments prior to 2008.

Short fixed income futures are used to mitigate interest rate risk for investment in portfolios of fixed income securities. Short fixed income futures obligate the Company to sell to a counterparty a specified bond at a specified price at a future date. The Company’s use of short fixed income futures contracts does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital losses of $239 million and $17 million were recognized during 2008 and 2007, respectively, on these contracts.

Short equity index futures are used to mitigate market risk for investments in portfolios of common stock. Short equity index futures obligate the Company to pay to or receive from a counterparty an amount based on a specified equity market index as of a future date applied to the notional amount of the contract. The Company’s use of short equity index futures does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital losses of $17 million and unrealized capital gains of $2 million were recognized during 2008 and 2007, respectively, on these contracts.

Purchased put options are used to mitigate credit and market risk for investments in debt and equity securities issued by specific entities. Purchased put options provide the Company an option to put a specific security to a counterparty at a specified price at a future date. The Company’s use of purchased put options does not qualify for hedge accounting, with these instruments reported at fair value. No unrealized capital gains or losses were recognized during 2008 or 2007 on these contracts.

Equity collars are used to mitigate market risk for investments in specific common stocks or other equity securities. Equity collars consist of both a purchased put option and a written call option on a specific equity security owned by the Company. The Company’s use of equity collars does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital gains of $1 million and unrealized capital losses of $1 million were recognized during 2008 and 2007, respectively, on these contracts.

Short total return swaps are used to mitigate market risk for investment in portfolios of common stocks and other equity securities. Total return swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable equity index return and a specified fixed rate of return applied to the notional amount of the contract. The Company’s use of total return swaps does not qualify for hedge accounting, with these instruments reported at fair value. Unrealized capital losses of $9 million and $6 million were recognized during 2008 and 2007, respectively, on these contracts.

Replications:

Fixed income replications are used to replicate a bond investment through the use of written credit default swaps, interest rate swaps, credit default indices and cash market instruments. Single-name credit default swap (“CDS”) contracts replicate credit exposure to a specific entity and debt issue with terms to maturity of five to ten years. Upon the occurrence of a defined credit event, the Company would be required to purchase a notional amount of the referenced obligation from the counterparty at par value. The Company is not aware of any credit events on outstanding CDS contracts at December 31, 2008. The maximum amounts that the Company could potentially be required to pay on CDS contracts as of December 31, 2008 and 2007 was $10 million and $49 million, respectively. The fair value of CDS contracts outstanding as of December 31,

F-54

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

2008 and 2007 was less than $1 million and $1 million, respectively. Index credit default swap (“CDX”) contracts replicate general corporate credit exposure in either investment-grade or high-yield markets with terms to maturity of five to ten years. Upon the occurrence of a defined credit event, the Company would be required to pay to the counterparty an amount equal to the affected entity’s proportion to the overall index applied to the notional amount of the contract. The Company did not have any open positions in CDX contracts as of December 31, 2008 and 2007. Fixed income replications, including the derivative components, are reported at amortized cost. The average fair value of open contracts was $2 million and $3 million during 2008 and 2007, respectively. Realized capital losses of $39 million and $1 million were recognized during 2008 and 2007, respectively, upon termination of these contracts.

Long fixed income futures replications are used in conjunction with cash market instruments to manage the duration of investment in portfolios of fixed income securities and to mitigate interest rate risk for such portfolios. Long fixed income futures replications are reported at fair value, with changes in fair value reported as an unrealized capital gain or loss until the contracts mature or are terminated, at which time a realized capital gain or loss is recognized. The average fair value of open contracts was $3.5 billion and $1.4 billion during 2008 and 2007, respectively. Realized capital gains of $274 million and $56 million were recognized during 2008 and 2007, respectively, upon termination of these contracts.

Long equity index futures replications are used in conjunction with the purchase of cash market instruments to replicate investment in portfolios of common stocks and other equity securities. Long equity index futures replications are reported at fair value, with changes in fair value reported as an unrealized capital gain or loss until the contracts mature or are terminated, at which time a realized capital gain or loss is recognized. The average fair value of open contracts was $248 million and $225 million during 2008 and 2007, respectively. Realized capital losses of $87 million and realized capital gains of $4 million were recognized during 2008 and 2007, respectively, upon termination of these contracts.

Long total return swap replications are used in conjunction with the purchase of cash market instruments to replicate investment in portfolios of common stocks and other equity securities. Total return swaps obligate the Company and a counterparty to exchange amounts based on the difference between a variable equity index return and a specified fixed rate of return applied to the notional amount of the contract. The Company’s use of total return swaps does not qualify for hedge accounting, with these instruments reported at fair value. The average fair value of open contracts was ($10) million during 2008. Realized capital losses of $143 million were recognized during 2008 on these contracts. The Company did not use these instruments prior to 2008.

Income Generation Transactions:

Written equity call options (covered) are used to generate income in exchange for potential future gains on a specific common stock owned by the Company. The Company receives a cash premium at the inception of the contract, and the counterparty has the right (but not the obligation) to purchase the underlying security from the Company at a predetermined price at any time during the term of the contract. Written equity call options are reported at fair value, with changes in fair value reported as an unrealized capital gain or loss until the contracts mature or are exercised by the counterparty, at which time a realized capital gain or loss is recognized. The average fair value of open contracts was ($1) million during 2008. Realized capital gains of $2 million were recognized during 2008 upon termination of these contracts. The Company did not use these instruments prior to 2008.

5. Reserves for Policy Benefits

General account reserves for policy benefits at December 31, 2008 and 2007 are summarized below:

	December 31,
	2008		2007
	(in millions)
Life insurance reserves	$	105,453	$	98,166

F-55

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Annuity reserves and deposit liabilities		6,432		5,616
Disability and long-term care unpaid claims and claim reserves		3,744		3,612
Disability and long-term care active life reserves		2,325		2,179
Total reserves for policy benefits	$	117,954	$	109,573

Life insurance reserves on substantially all policies issued since 1978 are based on the Commissioner’s Reserve Valuation Method (“CRVM”) using the 1958, 1980 or 2001 CSO mortality tables with valuation interest rates ranging from 3.5% to 5.5%. Other life insurance reserves are based primarily on the net level premium method, using various mortality tables at interest rates ranging from 2.0% to 4.5%. As of December 31, 2008, the Company had $1.1 trillion of total life insurance in-force, including $25 billion of life insurance in-force for which gross premiums were less than net premiums according to the standard valuation methods and assumptions prescribed by the OCI.

Tabular cost has been determined from the basic data for the calculation of policy reserves. Tabular cost less actual reserves released has been determined from the basic data for the calculation of reserves and reserves released. Tabular interest has been determined from the basic data for the calculation of policy reserves. Tabular interest on funds not involving life contingencies is calculated as the product of the valuation interest rate times the mean of the amount of funds subject to such rate held at the beginning and end of the year of valuation.

Additional premiums are charged for substandard lives on policies issued after January 1, 1956. Net level premium or CRVM mean reserves are based on multiples of mortality tables or one-half the net flat or other extra mortality charge. The Company waives deduction of fractional premiums upon death of an insured and returns any portion of the final premium beyond the date of death. Cash values are not promised in excess of the legally computed reserves.

Deferred annuity reserves on policies issued since 1985 are based primarily on the Commissioner’s Annuity Reserve Valuation Method with valuation interest rates ranging from 3.5% to 6.25%. Other deferred annuity reserves are based on policy value. Immediate annuity reserves are based on the present value of expected benefit payments with valuation interest rates ranging from 3.5% to 7.5%. Changes in future policy benefit reserves on supplementary contracts without life contingencies are deposit-type transactions and thereby excluded from net additions to policy benefit reserves in the consolidated statement of operations.

At December 31, 2008 and 2007, the withdrawal characteristics of the Company's general account annuity reserves and deposit liabilities were as follows:

	December 31,
	2008		2007
	(in millions)
Subject to discretionary withdrawal
- with market value adjustment	$	801	$	638
- at book value less surrender charge of 5% or more		208		125
- at book value without adjustment		3,583		3,247
Not subject to discretionary withdrawal		1,840		1,606
Total	$	6,432	$	5,616

Unpaid claims and claim reserves for disability policies are based on the present value of expected benefit payments, primarily using the 1985 Commissioner’s Individual Disability Table A (“CIDA”), modified for

F-56

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Company experience, with valuation interest rates ranging from 3.0% to 5.5%. Unpaid claims and claim reserves for long-term care policies are based on the present value of expected benefit payments using industry-based long-term care experience with valuation interest rates ranging from 4.0% to 4.5%.

Reserves for unpaid claims, losses and loss adjustment expenses on disability and long-term care policies were $3.7 billion and $3.6 billion at December 31, 2008 and 2007, respectively. The table below provides a summary of the changes in these reserves for the years ended December 31, 2008 and 2007.

	For the year ended
	December 31,
	2008			2007
	(in millions)
Balance at January 1	$	3,612		$	3,555
Incurred related to:
Current year		472			462
Prior years		112			31
Total incurred		584			493
Paid related to:
Current year		(18	)		(17	)
Prior years		(434	)		(419	)
Total paid		(452	)		(436	)
Balance at December 31	$	3,744		$	3,612

Changes in reserves for incurred claims related to prior years are generally the result of differences between actual and assumed claim experience.

Active life reserves for disability policies issued since 1987 are based primarily on the two-year preliminary term method using the 1985 CIDA for morbidity with a 4.0% valuation interest rate. Active life reserves for prior disability policies are based on the net level premium method, using the 1964 Commissioner’s Disability Table for morbidity with valuation interest rates ranging from 3.0% to 4.0%.

Active life reserves for long-term care policies consist of mid-terminal reserves and unearned premiums. Mid-terminal reserves are based on the one-year preliminary term method and industry-based morbidity experience. For policies issued prior to March, 2002, reserves are based on a 4.0% valuation interest rate and total terminations based on the 1983 Individual Annuitant Mortality table without lapses. For policies issued March, 2002 and later, minimum reserves are based on valuation interest rates of 4.0% or 4.5% and total terminations based on either the 1983 Group Annuity Mortality table or the 1994 Group Annuity Mortality table with lapses. A separate calculation is performed using valuation interest rates ranging from 5.2% to 6.0% and assuming no lapses. Reserves from the separate calculation are compared in the aggregate to the minimum reserves as estimated above and the greater of the two is reported.

6. Premium and Annuity Considerations Deferred and Uncollected

Gross deferred and uncollected insurance premiums represent life insurance premiums due to be received from policyowners through the next respective policy anniversary dates. Net deferred and uncollected premiums represent only the portion of gross premiums related to mortality charges and interest and are reported as an asset in the consolidated statement of financial position.

Deferred and uncollected premiums at December 31, 2008 and 2007 were as follows:

F-57

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	December 31, 2008				December 31, 2007
	Gross		Net		Gross		Net
	(in millions)
Ordinary new business	$	171	$	72	$	169	$	80
Ordinary renewal		1,836		1,547		1,782		1,471
Total deferred and uncollected premiums	$	2,007	$	1,619	$	1,951	$	1,551

7. Separate Accounts

Following is a summary of separate account liabilities by withdrawal characteristic at December 31, 2008 and 2007:

	December 31,
	2008		2007
	(in millions)
Subject to discretionary withdrawal	$	11,047	$	16,526
Not subject to discretionary withdrawal		2,160		2,977
Non-policy liabilities		180		201
Total separate account liabilities	$	13,387	$	19,704

While separate account liability values are not guaranteed by the Company, variable annuity and variable life insurance products do include guaranteed minimum death benefits (“GMDB”) underwritten by the Company. General account reserves for policy benefits included $29 million and $6 million attributable to GMDB at December 31, 2008 and 2007, respectively.

Premiums and other considerations received from variable life and variable annuity policyowners were $1.4 billion and $1.7 billion during the years ended December 31, 2008 and 2007, respectively. These amounts are reported as premiums in the consolidated statement of operations. The subsequent transfer of these receipts to the separate accounts is reported as transfers to separate accounts in the consolidated statement of operations, net of amounts received from the separate accounts to provide for policy benefit payments to variable product policyowners.

Following are amounts reported as transfers to and from separate accounts in the summary of operations of the Company’s NAIC Separate Account Annual Statement, which agree with the amounts reported as net transfers to separate accounts in the consolidated statement of operations for the years ended December 31, 2008, 2007 and 2006:

	For the year ended December 31,
	2008			2007			2006
	(in millions)
From Separate Account Annual Statement:
Transfers to separate accounts	$	1,619		$	1,866		$	1,719
Transfers from separate accounts		(1,721	)		(1,382	)		(1,227	)
Net transfers to separate accounts	$	(102	)	$	484		$	492

8. Employee and Representative Benefit Plans

F-58

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The Company sponsors noncontributory defined benefit retirement plans (“plans”) for all eligible employees and financial representatives. These include tax-qualified plans, as well as nonqualified plans that provide benefits to certain participants in excess of limits set by the Employee Retirement Income Security Act (“ERISA”) for qualified plans. The Company's funding policy for the tax qualified plans is to make annual contributions that are no less than the minimum amount needed to comply with the requirements of ERISA and no greater than the maximum amount deductible for federal income tax purposes. The Company contributed $35 million and $41 million to the qualified employee retirement plan during the years ended December 31, 2008 and 2007, respectively, and expects to contribute $70 million in 2009.

In addition to defined pension benefits, the Company provides certain health care and life insurance benefits (“postretirement benefits”) to retired employees, financial representatives and eligible dependents. Substantially all employees and financial representatives will become eligible for these benefits if they reach retirement age while working for the Company.

Aggregate assets and projected benefit obligations of the defined benefit plans and postretirement benefit plans at December 31, 2008 and 2007, and changes in assets and obligations for the years then ended, were as follows:

	Defined Benefit Plans						Postretirement Benefit Plans
	2008			2007			2008			2007
	(in millions)
Fair value of plan assets at January 1	$	2,741		$	2,533		$	89		$	85
Changes in plan assets:
Actual return on plan assets		(728	)		216			(24	)		7
Company contributions		35			41			–			–
Actual plan benefits paid		(56	)		(49	)		(3	)		(3	)
Fair value of plan assets at December 31	$	1,992		$	2,741		$	62		$	89
Projected benefit obligation at January 1	$	2,455		$	2,310		$	244		$	211
Changes in benefit obligation:
Service cost of benefits earned		90			86			29			27
Interest cost on projected obligations		147			136			14			12
Projected gross plan benefits paid		(65	)		(57	)		(14	)		(13	)
Projected Medicare Part D reimbursement		–			–			2			2
Experience losses (gains)		(259	)		(20	)		(6	)		5
Projected benefit obligation at December 31	$	2,368		$	2,455		$	269		$	244

Plan assets consist of a share of a group annuity separate account (“GASA”) issued by the Company, which invests primarily in public common stocks and a diversified mix of corporate, government and mortgage-backed debt securities. The investment objective of the plans is to maximize long-term total rate of return, consistent with prudent investment risk management and in accordance with ERISA requirements. Plan investments are managed for the sole benefit of the plans’ participants.

While significant exposure to public and private equity securities is warranted by the long-term duration of expected benefit payments, diversification across asset classes is maintained to provide a risk/reward profile consistent with the objectives of the plans’ participants. Diversified equity investments are subject to an aggregate maximum exposure of 75% of total assets, with holdings in any one corporate issuer not to exceed 3% of total assets. Asset mix is rebalanced regularly to maintain holdings within target asset allocation ranges. The measurement date for plan assets is December 31, with the fair value of plan assets based primarily on quoted market values.

The table below presents the fair value of the plans’ ratable share of the GASA by asset class at December 31, 2008 and 2007:

F-59

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	Defined Benefit Plans								Postretirement Benefit Plans
	2008		% of Total		2007		% of Total		2008		% of Total		2007		% of Total
	(in millions)
Bonds	$	1,004	50	%	$	1,142	42	%	$	31	50	%	$	37	42	%
Preferred stock		4	0	%		9	0	%		–	0	%		–	0	%
Public common stock		825	42	%		1,477	54	%		26	42	%		48	54	%
Private equities and other		159	8	%		113	4	%		5	8	%		4	4	%
Total assets	$	1,992	100	%	$	2,741	100	%	$	62	100	%	$	89	100	%

The projected benefit obligation (“PBO”) represents the actuarial net present value of estimated future benefit obligations. For defined benefit plans, PBO includes assumptions for future salary increases. This method is consistent with the going concern assumption and is prescribed for measurement of pension obligations. The accumulated benefit obligation (“ABO”) is similar to the PBO, but is based only on current salaries with no assumption of future salary increases. The aggregate ABO for the defined benefit plans was $2.0 billion at each of December 31, 2008 and 2007.

The PBO and ABO amounts above represent the estimated obligations for benefits to vested participants only, as required by the statutory basis of accounting. The additional obligations estimated for participants that have not yet vested in the defined pension plans and the postretirement plans at December 31, 2008 and 2007 are as follows:

	Defined Benefit Plans				Postretirement Benefit Plans
	2008		2007		2008		2007
	(in millions)
PBO	$	60	$	56	$	228	$	224
ABO		35		33		–		–

The following table summarizes the assumptions used in estimating the projected benefit obligations and the net benefit cost at December 31, 2008, 2007 and 2006 and for the years then ended:

	Defined Benefit Plans						Postretirement Benefit Plans
	2008		2007		2006		2008		2007		2006
Projected benefit obligation:
Discount rate	6.25	%	6.00	%	6.00	%	6.25	%	6.00	%	6.00	%
Annual increase in compensation	3.75	%	4.50	%	4.50	%	3.75	%	4.50	%	4.50	%
Net periodic benefit cost:
Discount rate	6.00	%	6.00	%	5.75	%	6.00	%	6.00	%	5.75	%
Annual increase in compensation	4.50	%	4.50	%	4.50	%	4.50	%	4.50	%	4.50	%
Long-term rate of return on plan assets	8.00	%	8.00	%	8.00	%	8.00	%	8.00	%	8.00	%

The long-term rate of return on plan assets is estimated assuming an allocation of plan assets among asset classes consistent with December 31, 2008. Returns are estimated by asset class based on the current risk-free interest rate plus a risk premium. The risk premium is based on historical returns and other factors such as expected reinvestment returns and asset manager performance.

The PBO for postretirement benefits at December 31, 2008 assumed an annual increase in future retiree medical costs of 7.0%, grading down to 5% over five years and remaining level thereafter. At December 31,

F-60

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

2007 the comparable assumption was for an annual increase in future retiree medical costs of 7.5% grading down to 5% over six years and remaining level thereafter. A further increase in the assumed health care cost trend of 1% in each year would increase the accumulated postretirement benefit obligation at December 31, 2008 by $29 million and net periodic postretirement benefit expense for the year ended December 31, 2008 by $6 million. A decrease in the assumed health care cost trend of 1% in each year would reduce the accumulated postretirement benefit obligation as of December 31, 2008 and net periodic postretirement benefit expense for the year ended December 31, 2008 by the same amounts.

Following is an aggregate reconciliation of the funded status of the plans to the related financial statement liability reported by the Company at December 31, 2008 and 2007:

	Defined Benefit Plans						Postretirement Benefit Plans
	2008			2007			2008			2007
	(in millions)
Fair value of plan assets	$	1,992		$	2,741		$	62		$	89
Projected benefit obligation		2,368			2,455			269			244
Funded status		(376	)		286			(207	)		(155	)
Unrecognized net experience losses		986			298			49			25
Unrecognized initial net asset		(544	)		(544	)		–			–
Additional minimum liability		(9	)		(13	)		–			–
Nonadmitted asset		(485	)		(433	)		–			–
Net pension liability	$	(428	)	$	(406	)	$	(158	)	$	(130	)

Unrecognized net experience gains or losses represent cumulative amounts by which plan experience for return on plan assets or growth in estimated benefit obligations have varied from related assumptions. These differences accumulate without recognition in the Company’s financial statements unless they exceed 10% of plan assets or 10% of the projected benefit obligation, whichever is greater. If they exceed this limit, they are amortized into net periodic benefit cost over the remaining average years of service until retirement of the plan participants, which is currently fourteen years for employee plans and twelve years for financial representative plans.

Unrecognized initial asset represents the amount by which the fair value of plan assets exceeded the projected benefit obligation for funded pension plans upon the adoption of new statutory accounting guidance for defined benefit plans as of January 1, 2001. The Company has elected not to record a direct credit to surplus for this excess, electing instead to amortize this unrecognized initial asset as a credit to net periodic benefit cost in a systematic manner until exhausted.

An additional minimum liability is required if a plan’s ABO exceeds plan assets or accrued pension liabilities. This additional liability was $9 million, $13 million and $14 million at December 31, 2008, 2007 and 2006, respectively. Changes in the additional minimum liability are reported as a direct adjustment to surplus in the consolidated statement of changes in surplus.

Any net pension assets for funded plans are nonadmitted and are thereby excluded from assets and surplus in the consolidated statement of financial position.

The components of net periodic benefit cost for the years ended December 31, 2008, 2007 and 2006 were as follows:

F-61

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	Defined Benefit Plans									Postretirement Benefit Plans
	2008			2007			2006			2008			2007			2006
	(in millions)
Components of net periodic benefit cost:
Service cost of benefits earned	$	90		$	85		$	79		$	29		$	27		$	23
Interest cost on projected obligations		147			136			127			15			12			11
Amortization of experience gains and losses		4			4			20			–			1			1
Amortization of initial net asset		–			–			(13	)		–			–			–
Expected return on plan assets		(218	)		(202	)		(180	)		(7	)		(7	)		(5	)
Net periodic benefit cost	$	23		$	23		$	33		$	37		$	33		$	30

The expected benefit payments by the defined benefit plans and the postretirement plans for the years 2009 through 2018 are as follows:

	Defined Benefit Plans		Postretirement Benefit Plans
	(in millions)
2009	$	77	$	15
2010		86		17
2011		95		19
2012		105		22
2013		116		24
2014-2018		793		160
	$	1,272	$	257

The Company also sponsors a contributory 401(k) plan for eligible employees and a noncontributory defined contribution plan for financial representatives. For the years ended December 31, 2008, 2007 and 2006 the Company expensed total contributions to these plans of $29 million, $28 million and $27 million, respectively.

9. Reinsurance

The Company limits its exposure to life insurance death benefits by ceding insurance coverage to various reinsurers. The Company retains a maximum of $35 million of individual life coverage and a maximum of $50 million of joint life coverage. The Company also participates in a life insurance catastrophic risk sharing pool.

The Company cedes 60% of the morbidity risk on group disability plans. The Company ceased reinsuring new individual disability policies in 1999 and new long-term care policies in 2002, but has maintained the reinsurance ceded on policies issued prior to those dates.

Amounts in the consolidated financial statements are reported net of the impact of reinsurance. Reserves for policy benefits at December 31, 2008 and 2007 were reported net of ceded reserves of $1.6 billion and $1.5 billion, respectively.

The effects of reinsurance on premium revenue and benefit expense for the years ended December 31, 2008, 2007 and 2006 were as follows:

F-62

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

	For the year ended December 31,
	2008			2007			2006
	(in millions)
Direct premium revenue	$	14,356		$	14,007		$	12,890
Premiums ceded		(805	)		(765	)		(741	)
Net premium revenue	$	13,551		$	13,242		$	12,149
Direct benefit expense	$	15,027		$	14,518		$	13,263
Benefits ceded		(567	)		(586	)		(488	)
Net benefit expense	$	14,460		$	13,932		$	12,775

In addition, the Company received $184 million, $182 million and $180 million in allowances from reinsurers for reimbursement of commissions and other expenses on ceded business for the years ended December 31, 2008, 2007 and 2006, respectively. 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. The Company mitigates this risk by dealing only with reinsurers that meet its financial strength standards, while adhering to concentration limits that would limit losses in the event of one or more reinsurer failures. Most significant reinsurance treaties contain financial protection provisions should a reinsurer’s credit rating fall below a prescribed level. There were no reinsurance recoverables at December 31, 2008 and 2007 that were considered by management to be uncollectible.

10. Income Taxes

The Company files a consolidated federal income tax return including the following subsidiaries:

Northwestern Mutual Investment Services, LLC Northwestern International Holdings, Inc. NML Real Estate Holdings, LLC and subsidiaries NML Securities Holdings, LLC and subsidiaries Northwestern Investment Management Company, LLC Northwestern Mutual Wealth Management Company Frank Russell Company and subsidiaries Bradford, Inc. Mason Street Advisors, LLC NML – CBO, LLC JYD Assets, LLC NM GP Holdings, LLC

The Company collects from or refunds to these subsidiaries their share of consolidated federal income taxes determined under written tax-sharing agreements.

F-63

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The major components of current income tax expense in the consolidated statement of operations were as follows:

	For the year ended December 31,
	2008			2007			2006
	(in millions)
Tax payable on ordinary income	$	97		$	50		$	66
Tax credits		(122	)		(110	)		(86	)
Increase (decrease) in contingent tax liabilities		(279	)		81			37
Total current tax expense (benefit)	$	(304	)	$	21		$	17

The Company’s taxable income can vary significantly from gain from operations before taxes reported in the consolidated statement of operations due to temporary and permanent differences in revenue recognition and expense deduction between tax and financial statement bases of reporting. The Company’s financial statement effective tax rates were 91%, 16% and 1% for the years ended December 31, 2008, 2007 and 2006, respectively.

The effective tax rate is not the rate of tax applied to the Company’s federal taxable income or loss by the Internal Revenue Service (“IRS”). It is a financial statement relationship that represents the ratio between the sum of total tax expense or benefit incurred, including current tax expense or benefit on realized capital gains and losses and changes in deferred taxes not related to unrealized gains and losses on investments, to the sum of gain from operations before taxes and pretax net realized capital gains or losses. These financial statement effective rates were different than the applicable federal income tax rate of 35% due primarily to net investment income eligible for dividends received deduction, changes in non-admitted deferred tax assets, certain investment transactions, amortization of the IMR, leveraged leases, tax credits, pension contributions, tax losses of subsidiaries not eligible for refunds under intercompany tax-sharing agreements, interest accrued or released on contingent tax liabilities and adjustments to estimated current tax liabilities upon subsequent filing of tax returns.

The Company made payments to the IRS for federal income taxes of $72 million, $252 million and $412 million during the years ended December 31, 2008, 2007 and 2006, respectively. Income taxes paid in 2008 and prior years of $1.6 billion are available at December 31, 2008 for refund claims in the event of future tax losses.

Federal income tax returns for 2005 and prior years are closed as to further assessment of tax. Income taxes recoverable or payable in the consolidated statement of financial position represents taxes recoverable or payable at the respective reporting date, adjusted for an estimate of additional taxes that may become due with respect to tax years that remained open to examination by the IRS at the respective reporting date (“contingent tax liabilities”).

F-64

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Changes in the amount of contingent tax liabilities for the year ended December 31, 2008 were as follows (in millions):

Balance at January 1, 2008	$	664
Additions based on tax positions related to the current year		–
Additions for tax positions of prior years		–
Reductions for tax positions of prior years		(279	)
Balance at December 31, 2008	$	385

Included in the balance at December 31, 2008 are $350 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of the deductions. Because of the impact of deferred tax accounting for amounts other than interest, the timing of the ultimate deduction would not affect the effective tax rate in future periods.

The Company recognizes interest accrued or released related to contingent tax liabilities in current income tax expense (benefit). During the years ended December 31, 2008, 2007 and 2006, the Company recognized $(38) million, $34 million and $(7) million, respectively, in interest-related expense (benefit). The Company had $35 million and $73 million accrued for the payment of interest at December 31, 2008 and 2007, respectively.

The Company accounts for deferred tax assets and liabilities, which represent the financial statement impact of cumulative temporary differences between the tax and financial statement bases of assets and liabilities. The significant components of the net deferred tax asset at December 31, 2008 and 2007 were as follows:

	December 31,
	2008			2007		Change
	(in millions)
Deferred tax assets:
Policy acquisition costs	$	925		$	885	$	40
Investments		440			40		400
Policy benefit liabilities		1,645			1,893		(248	)
Benefit plan obligations		444			434		10
Guaranty fund assessments		11			11		–
Nonadmitted assets		75			65		10
Other		111			157		(46	)
Gross deferred tax assets		3,651			3,485		166
Nonadmitted deferred tax assets		(74	)		–		(74	)
Admitted deferred tax assets		3,577			3,485		92
Deferred tax liabilities:
Premiums and other receivables		591			572		19
Investments		284			1,450		(1,166	)
Other		6			2		4
Gross deferred tax liabilities		881			2,024		(1,143	)
Net admitted deferred tax assets	$	2,696		$	1,461	$	1,235

The statutory basis of accounting limits the amount of gross deferred tax assets that can be included in

F-65

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Company surplus. This limit is based on a formula that takes into consideration available loss carryback and carryforward capacity, expected timing of reversal for existing temporary differences, gross deferred tax liabilities and the level of Company surplus. Beginning in 2008, the Company adopted a permitted practice relating to the valuation of its net deferred tax assets. This permitted practice, which is effective through September 30, 2009, differs from the NAIC Accounting Practices and Procedures Manual in that it extends the reversal period for carryforward of temporary differences in Statement of Statutory Accounting Principles No. 10, Accounting for Income Taxes (“SSAP 10”), from one year to three years and increases the level of surplus limitation from 10% to 15%.

At December 31, 2008, the Company’s gross deferred tax assets exceeded this permitted practice limit by $74 million. If the Company had not received permission for this alternative accounting treatment, the Company’s gross deferred tax assets would have exceeded the SSAP 10 limit by $844 million, thereby reducing surplus in the consolidated statement of financial position by $770 million at December 31, 2008 compared to the result under the permitted practice. At December 31, 2007, the Company’s gross deferred tax assets were less than the SSAP 10 limit by $445 million.

Changes in deferred tax assets and liabilities related to unrealized gains and losses on investments are included in changes in unrealized capital gains and losses in the consolidated statement of changes in surplus. Other net changes in deferred tax assets and liabilities are direct adjustments to surplus and separately reported in the consolidated statement of changes in surplus.

11. Frank Russell Company

The Company acquired Frank Russell Company (“Russell”) effective January 1, 1999. Russell, a global leader in multi-manager investment services, provides investment products and services in over 40 countries. The initial purchase price of approximately $1.0 billion was funded with a combination of cash, senior notes issued by Russell and bank debt. The purchase agreement also called for additional contingent consideration to be paid to the former owners of Russell based upon its financial performance during the five year period ended December 31, 2003.

At the time of acquisition, the Company received permission from the OCI for a permitted practice regarding the valuation of its equity investment in Russell, whereby all GAAP acquisition goodwill, including any subsequent additions to goodwill resulting from payment of contingent purchase consideration, was charged off from the statutory cost basis of the acquisition as a direct reduction of Company surplus. At December 31, 2007, the Company had made cumulative direct reductions of surplus for goodwill associated with the Russell acquisition of $981 million which exceeded the Company’s equity method accounting basis in Russell. As a result, the Company’s investment in Russell was reported at a negative $464 million, which was included as a reduction of the Company’s investment in common stocks in the consolidated statement of financial position at December 31, 2007. During 2008, the Company received permission from the OCI to amend the original permitted practice to be in accordance with Statement of Statutory Accounting Principle No. 97, Investments in Subsidiary, Controlled and Affiliated Entities, A Replacement of SSAP No. 88 (“SSAP 97”), using the statutory equity method based on Russell’s audited GAAP book equity, exclusive of any adjustment for Russell’s GAAP goodwill as would otherwise be required by SSAP 97. This new permitted practice was adopted as a change in accounting principle effective January 1, 2008 and resulted in an $829 million direct increase to surplus. At December 31, 2008, the Company’s investment in Russell common stock was reported at $67 million, compared with a fair value of approximately $1 billion at that date.

If the Company had not received permission for this alternative accounting treatment, surplus as reported in the consolidated statement of financial position would have been lower by $730 million and higher by $130 million at December 31, 2008 and December 31, 2007, respectively, and net income as reported in the consolidated statement of operations would have been lower by $63 million for each of the years then ended.

During 2007, the Company received common stock dividends from Russell in the amount of $56 million, which are included in net investment income in the consolidated statement of operations. No dividends were received from Russell during 2008.

F-66

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

In July 2008, a subsidiary of the Company sold common stock representing a 5% ownership interest in Russell to a third party, resulting in an immaterial after-tax gain that is reported as an unrealized capital gain pending distribution of the net proceeds to the Company by the subsidiary.

In conjunction with the financing of the Russell acquisition in 1999, the Company guaranteed the repayment of $350 million of senior notes issued to third parties by Russell. During December 2008, the Company purchased, at par, perpetual senior preferred stock issued by Russell in the amount of $350 million. These securities are callable under certain conditions and will pay preferred dividends at a rate of 8.0%, payable semi-annually. Russell used the proceeds of the senior preferred stock issuance to retire the senior notes upon their maturity on January 15, 2009.

During 2008, Russell entered into capital support agreements with money market funds it sponsors in order to assure the realizable value of $764 million of Lehman Brothers Holdings Inc. securities held by the funds. The Company guaranteed Russell's obligations under those agreements. The Company subsequently entered into a loan agreement with Russell under which Russell could borrow up to $764 million to purchase the Lehman securities or to otherwise meet its obligations to the funds under the capital support agreements. The loan bears interest at prime plus 2% and has a term of three years. At December 31, 2008, there was no outstanding balance under this loan agreement. On January 12, 2009, the loan agreement was terminated, and the Company entered into an agreement to purchase, at par, up to $764 million of perpetual junior preferred stock and warrants issued by Russell. The junior preferred stock is callable under certain conditions and will pay preferred dividends at a rate of 10.0%, payable semi-annually. The purchase of the first issuance of junior preferred stock and warrants, which occurred on January 12, 2009, was $82 million. It is expected that additional junior preferred stock and warrants will be issued and purchased during 2009, with the proceeds used by Russell to fulfill its remaining obligations to its sponsored funds under the capital support agreements.

During 2008, the Company purchased $654 million of short-term notes issued by third parties from money market funds sponsored by Russell. These notes were purchased at amortized cost, which approximated fair value, and had varying interest rates and maturity dates. At December 31, 2008, the Company held $342 million of these notes, which are reported at amortized cost and included in cash and temporary investments in the consolidated statement of financial position.

The Company also invests in other notes issued by Russell, which bear interest at rates from 6.1% to 7.0% and mature in 2014. At each of December 31, 2008 and 2007, the Company held $180 million of other notes issued by Russell, which are reported at amortized cost and included in bonds in the consolidated statement of financial position.

The Company has guaranteed the repayment of up to $250 million of bank borrowings by Russell under a revolving line of credit that expires on April 30, 2009. Russell’s borrowings under this facility were $222 million and $26 million at December 31, 2008 and 2007, respectively.

12. Contingencies and Guarantees

In the normal course of business, the Company has guaranteed certain obligations of other affiliates and made guarantees of operating leases or future minimum compensation payments on behalf of its financial representatives. The terms of these guarantees range from 5 years to 19 years at December 31, 2008. If these affiliates or financial representatives are not able to meet their obligations, the Company would be required to make payments to fulfill its guarantees. The maximum aggregate exposure under these guarantees was $469 million at December 31, 2008. The Company believes that the likelihood is remote that payments will be required under these guarantees and therefore has not accrued a contingent liability in the consolidated statement of financial position. In addition, the Company routinely makes commitments to fund mortgage loans or other investments in the normal course of business. These commitments aggregated to $3.0 billion at December 31, 2008 and were extended at market interest rates and terms.

F-67

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The Company is engaged in various legal actions in the course of its investment and insurance operations. The status of these legal actions is actively monitored by management. If management believed, based on available information, that an adverse outcome upon resolution of a given legal action was probable and the amount of that adverse outcome was reasonable to estimate, a loss would be recognized and a related liability recorded. No such liabilities were recorded by the Company at December 31, 2008 and 2007.

Legal actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions, both individually and in the aggregate, will not result in losses having a material effect on the Company’s financial position at December 31, 2008.

13. Related Party Transactions

During each of 2008 and 2007, the Company transferred certain investments from its general account to unconsolidated subsidiaries as a capital contribution. The aggregate statement value and fair value of investments transferred during 2008 was $102 million and $449 million, respectively. The aggregate statement value and fair value of investments transferred during 2007 were each $45 million. These capital contributions were accounted for at statement value, and no capital gain or loss was reported by the Company or its subsidiaries as a result of these transfers.

During 2007, the Company invested $300 million of seed money in 15 new variable annuity mutual funds managed by a subsidiary. At December 31, 2008 and 2007, these investments had a fair value of $250 million and $321 million, respectively, and are included in common stocks in the consolidated statement of financial position.

During March 2006, the Company completed a reorganization transaction whereby the Mason Street Funds, a family of mutual funds sponsored and managed by a subsidiary of the Company, were combined with new or existing mutual funds sponsored by two unaffiliated third parties (“successor funds”). Prior to the reorganization transaction, the Company and its subsidiaries redeemed $289 million and $21 million, respectively, of mutual fund investments from the Mason Street Funds at fair value, with aggregate realized and unrealized capital gains of $68 million reported by the Company during 2006 from these redemptions. Under the terms of the reorganization transaction, the remaining Mason Street Fund shares owned by the Company and its subsidiaries, with an aggregate fair value of $970 million, were exchanged for mutual fund shares in the successor funds of equal fair value. In connection with the reorganization, the Company and its subsidiaries agreed not to redeem their investment in the successor funds for a period of up to three years after the reorganization transaction. During 2008 the Company and its subsidiaries redeemed $258 million and $40 million, respectively, of mutual fund shares in the successor funds with net realized capital gains of $27 million and unrealized capital losses of $14 million reported by the Company on these redemptions. The Company held shares in the successor funds with aggregate fair values of $376 million and $830 million at December 31, 2008 and 2007, respectively, which are included in common stocks in the consolidated statement of financial position. At December 31, 2008 and 2007, the Company’s unconsolidated subsidiaries held additional shares in the successor funds with aggregate fair values of $162 million and $288 million, respectively. The Company has been notified that in February, 2009 several of the successor funds held by the Company and an unconsolidated subsidiary are scheduled to be liquidated. The Company and an unconsolidated subsidiary expect to receive distributions from these funds of approximately $198 million and $41 million, respectively, with realized capital losses of approximately $53 million and unrealized capital losses of approximately $22 million to be reported by the Company in 2009 on these distributions.

14. Fair Value of Financial Instruments

The fair value of an asset or liability is the amount at which the asset or liability could be purchased or sold in a current transaction between willing parties, other than in a forced sale or liquidation situation.

F-68

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

The fair value of investment assets and certain policy liabilities at December 31, 2008 and 2007 were as follows:

	December 31, 2008				December 31, 2007
	Statement Value		Fair Value		Statement Value		Fair Value
	(in millions)
Assets:
Bonds	$	79,314	$	74,736	$	76,842	$	77,650
Mortgage loans		21,677		18,620		20,833		21,160
Policy loans		12,884		12,884		11,797		11,797
Common and preferred stocks		5,744		6,646		9,525		13,626
Real estate		1,528		2,402		1,499		2,653
Other investments		9,185		10,624		8,749		10,838
Cash and temporary investments		4,807		4,807		2,547		2,547
Liabilities:
Investment-type insurance reserves	$	4,563	$	4,226	$	4,336	$	4,121

The statutory basis of accounting generally requires that fair value disclosures for bonds and certain preferred stocks, as well as statement value for common stocks and certain preferred stocks, be based on values published by the SVO, when available. The Company understands that SVO values are based on quoted market prices, when available, or SVO-developed pricing models.

The fair value of bonds is generally based on values published by the SVO or quoted market prices of identical or similar securities when no SVO value is available. For bonds without SVO-published values or quoted market prices, fair value is estimated using independent pricing services or internally developed pricing models. The fair value of common and preferred stocks and other equity securities is generally based on values published by the SVO and quoted market prices. When SVO-published values or quoted market prices are not used, fair value is estimated using independent pricing services or internally developed pricing models. The fair value of the Company’s investment in Russell common stock is determined using a multiple, reflective of comparable public companies, of Russell’s earnings before interest, taxes, depreciation and amortization. See Note 11 regarding the statement value of the Company’s investment in Russell common stock. The fair value of mortgage loans is based on estimated future cash flows discounted using market interest rates for debt with comparable credit risk and maturities. The fair value of real estate is based on estimated future cash flows discounted using market interest or capitalization rates. The fair value of policy loans is based on unpaid principal balance, which approximates fair value. Other investments include: real estate joint ventures, for which fair value is based on estimated future cash flows discounted using market interest rates; other joint ventures and partnerships, for which statement value approximates fair value; investments in low income housing tax credits, for which fair value is based on estimated future tax benefits discounted using market interest rates, and derivatives, for which fair value is based on quoted market prices, where available, or third party and internally developed pricing models.

Investment-type insurance reserves only include individual fixed annuity policies, supplementary contracts without life contingencies and amounts left on deposit with the Company. The fair value of investment-type insurance reserves is based on estimated future cash flows discounted at market interest rates for similar instruments with comparable maturities.

The statutory basis of accounting requires that certain bonds and preferred stocks, most common stocks, certain derivative instruments and most separate account assets be reported at fair value. Estimates of fair value can be categorized into three levels based on the nature of the inputs to the valuation estimates:

Level 1 – Fair value is based on quoted prices for identical assets or liabilities in active markets that are accessible to the Company.

F-69

FINANCIAL STATEMENTS OF NORTHWESTERN MUTUAL

The Northwestern Mutual Life Insurance Company

Notes to Consolidated Statutory Financial Statements

December 31, 2008, 2007 and 2006

Level 2 – Fair value is based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in non-active markets.

Level 3 – Fair value is estimated by the Company using one or more significant unobservable inputs.

The table below presents the common stocks and separate account assets reported at fair value in the consolidated statement of financial position, in aggregate, as of December 31, 2008. The statement value of bonds rated “6” by the NAIC and preferred stocks rated “4”, “5” and “6” by the NAIC, which are reported at the lower of amortized cost or fair value, and the statement value of derivatives reported at fair value as of December 31, 2008 are considered immaterial for the purpose of this disclosure and are thereby not included below.

Common stocks reported at fair value exclude investments in unconsolidated subsidiaries, as they are reported using the equity method. Separate account assets reported at fair value exclude short-term investments and real estate joint ventures, as they are reported at amortized cost and using the equity method, respectively.

	December 31, 2008
	Level 1		Level 2		Level 3		Total
	(in millions)
Common stocks	$	3,951	$	–	$	1,064	$	5,015
Separate accounts		12,206		703		19		12,928

The following table summarizes the changes in fair value of assets utilizing Level 3 inputs for the year ended December 31, 2008.

	For the year ended December 31, 2008
	Common Stocks			Separate Accounts
	(in millions)
Fair value, beginning of period	$	1,361		$	24
Realized investment gains/(losses)		(35	)		(1	)
Unrealized gains/(losses)		(310	)		(2	)
Purchases, sales, settlements		48			(2	)
Fair value, end of period	$	1,064		$	19

F-70

PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers LLP

100 E. Wisconsin Ave., Suite 1800

Milwaukee, WI 53202

Telephone (414) 212 1600

Facsimile (414) 212 1880

Report of Independent Auditors

To the Board of Trustees and Policyowners of

  The Northwestern Mutual Life Insurance Company

We have audited the accompanying statutory consolidated statements of financial position of The Northwestern Mutual Life Insurance Company and its subsidiary (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statutory statements of operations, of changes in surplus, and of cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 to the financial statements, the Company prepared these consolidated financial statements using 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 accounting principles generally accepted in the United States of America. The effects on the financial statements of the variances between the statutory basis of accounting and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material.

In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2008 and 2007 or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2008.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, on the basis of accounting described in Note 1, which includes permitted departures from codified statutory accounting as disclosed in Notes 10 and 11.

/s/ PRICEWATERHOUSECOOPERS LLP

February 25, 2009

F-71

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

(1) NML Variable Annuity Account A

Included in the Statement of Additional Information are:

Statements of Assets and Liabilities as of the end of the most recent fiscal year

Statements of Operations as of the end of the most recent fiscal year

Statements of Changes in Net Assets for each of the two most recent fiscal years

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

(2) The Northwestern Mutual Life Insurance Company

Included in the Statement of Additional Information are:

Consolidated Statement of Financial Position at the end of each of the most recent two fiscal years

Consolidated Statement of Operations for each of the three most recent fiscal years

Consolidated Statement of Changes in Surplus for each of the three most recent fiscal years

Consolidated Statement of Cash Flows for each of the most recent three fiscal years

Notes to Consolidated Statutory Financial Statements

Report of Independent Registered Public Accounting Firm

(b) Exhibits

Exhibit	Description	Filed Herewith/Incorporated Herein By Reference To
(b)(1)(a)	Resolution of the Board of Trustees of The Northwestern Mutual Life Insurance Company amending NML Variable Annuity Account A Operating Authority, authorizing registration as an Investment Company; and approval of Fee-Based Variable Annuity Contract	Exhibit (b)(1)(a) to Form N-4 Post-Effective Amendment No. 12 for NML Variable Annuity Account A, File No. 333-72913, filed on February 16, 2006
(b)(1)(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 formations of “NML Variable Annuity Account A” and “NML Variable Annuity Account B”	Exhibit 99(b) to Form N-4 Registration Statement for NML Variable Annuity Account A, File No. 333-22455, filed on February 27, 1997
(b)(3)	Distribution Agreement Between The Northwestern Life Insurance Company and Northwestern Mutual Investment Services, LLC, dated May 1, 2006	Exhibit (c) to Form N-6 Registration Statement for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on July 28, 2006
(b)(4)(a)(1)	Form of Flexible Payment Variable Annuity front-load Contract, RR.V.A. FR. (0805)	Exhibit (b)(4)(a) to Form N-4 Post-Effective Amendment No. 11 for NML Variable Annuity Account A, File No. 333-72913, filed on August 19, 2005
(b)(4)(a)(2)	Form of Flexible Payment Variable Annuity back-load Contract, RR.V.A. BK. (0805)	Exhibit (b)(4)(b) to Form N-4 Post-Effective Amendment No. 11 for NML Variable Annuity Account A, File No. 333-72913, filed on August 19, 2005
(b)(4)(b)(1)	Form of Flexible Payment Variable Annuity front-load Contract, RR.V.A. FR. (0704), including Contract amendment (sex neutral)	Exhibit B(4)(a) to Form N-4 Post-Effective Amendment No. 7 for NML Variable Annuity Account A, File No. 333-72913, filed on April 29, 2004
(b)(4)(b)(2)	Form of Flexible Payment Variable Annuity back-load Contract, RR.V.A. BK. (0704),	Exhibit B(4)(a)(1) to Form N-4 Post-Effective Amendment No. 7 for NML Variable Annuity

C-1

	including Contract amendment (sex neutral)	Account A, File No. 333-72913, filed on April 29, 2004
(b)(4)(b)(3)	Variable Annuity front-load and back-load Contract, RR.V.A. FR. (0704) and RR.V.A.BK. (0704) Payment Rate Tables (sex distinct)	Exhibit B(4)(b) to Form N-4 Post-Effective Amendment No. 7 for NML Variable Annuity Account A, File No. 333-72913, filed on April 29, 2004
(b)(4)(c)(1)	Form of Flexible Payment Variable Annuity front-load Contract, RR.V.A. FR. (0803), including Contract amendment (sex neutral)	Exhibit 10.1 to Form 10-K for the fiscal year ended December 31, 2003 of The Northwestern Mutual Life Insurance Company, dated March 24, 2004
(b)(4)(c)(2)	Form of Flexible Payment Variable Annuity back-load Contract, RR.V.A. BK. (0803), including Contract amendment (sex neutral)	Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 2003 of The Northwestern Mutual Life Insurance Company, dated March 24, 2004
(b)(4)(c)(3)	Amendment of Annuity Contract to Qualify as Former Pension Annuity for Front and Back Loan Contracts (FORPEN.AMDT.(0103))	Exhibit (b)(4)(c)(3) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24, 2006
(b)(4)(c)(4)	Variable Annuity front-load and back-load Contract, RR.V.A. FR. (0803) and RR.V.A.BK. (0803) Payment Rate Tables (sex distinct)	Exhibit 10.3 to Form 10-K for the fiscal year ended December 31, 2003 of The Northwestern Mutual Life Insurance Company, dated March 24, 2004
(b)(4)(c)(5)	Enhanced Death Benefit Rider for front-load and back-load Contracts, VA.EDB.(0803)	Exhibit B(4)(c) to Form N-4 Post-Effective Amendment No. 7 for NML Variable Annuity Account A, File No. 333-72913, filed on April 29, 2004
(b)(4)(d)(1)	Flexible Payment Variable Annuity front-load Contract, RR.V.A. (032000) (sex neutral)	Exhibit B(4)(a) to Form N-4 Post-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-72913, filed on January 27, 2000
(b)(4)(d)(2)	Flexible Payment Variable Annuity back-load Contract, RR.V.A. (032000) (sex neutral)	Exhibit B(4)(a)(1) Form N-4 Post-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-72913, filed on January 27, 2000
(b)(4)(d)(3)	Variable Annuity front-load and back-load Contract Payment Rate Tables, RR.V.A.B (032000), (sex distinct)	Exhibit B(4)(b) Form N-4 Post-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-72913, filed on January 27, 2000
(b)(4)(d)(4)	Enhanced Death Benefit for front-load and back-load Contracts, VA. EDB. (032000)	Exhibit B(4)(c) Form N-4 Post-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-72913, filed on January 27, 2000
(b)(4)(d)(5)	Waiver of Withdrawal Charge Rider for back-load Contract, VA.WWC.(032000)	Exhibit B(4)(d) to Form N-4 Post-Effective Amendment No. 7 for NML Variable Annuity Account A, File No. 333-72913, filed on April 29, 2004
(b)(4)(e)(1)	Form of Variable Annuity front-load Contract, QQV.ACCT.A (sex neutral). Referenced to Exhibit (b) 4-1 filed with Form N-4 Post-Effective Amendment No. 3 for NML Variable Annuity Account A, File No. 33-58476 on November 21, 1994	Exhibit (b)(4)(e)(1) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24, 2006
(b)(4)(e)(2)	Form of Variable Annuity back-load Contract, QQV.ACCT.A (sex neutral). Referenced to Exhibit (b) 4-2 filed with Form N-4 Post-Effective Amendment No. 3 for NML Variable Annuity Account A, File No. 33-58476 on November 21, 1994	Exhibit (b)(4)(e)(2) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24, 2006
(b)(4)(e)(3)	Form of Variable Annuity front-load and back-load Contract Payment Rate Tables, QQV.ACCT.A.B (sex distinct). Referenced	Exhibit (b)(4)(e)(3) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24,

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	to Exhibit (b) 4-3 filed with Form N-4 Post-Effective Amendment No. 3 for NML Variable Annuity Account A, File No. 33-58476 on November 21, 1994	2006
(b)(4)(f)(1)	Specimen Copy of Deferred Variable Annuity Contract, LL V 1 A. Referenced to Exhibit 4.1 filed with Form S-1 Post-Effective Amendment No. 6 for NML Variable Annuity Account A, File No. 2-64683	Exhibit (b)(4)(f)(1) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24, 2006
(b)(4)(f)(2)	Specimen Copy of Immediate Variable Annuity Contract, LL V 2 A. Referenced to Exhibit 4.2 filed with Form S-1 Post-Effective Amendment No. 6 for NML Variable Annuity Account A, File No. 2-64683	Exhibit (b)(4)(f)(2) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24, 2006
(b)(4)(g)	Variable Annuity Contract for use after June 30, 1969, JJ V-1A. Referenced to Exhibit 4 filed with Form S-1 Post-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 2-28727 on April 1, 1969	Exhibit (b)(4)(g) to Form N-4 Post-Effective Amendment No. 13 for NML Variable Annuity Account A, File No. 333-72913, filed on March 24, 2006
(b)(5)	Form of Application for front-load and back-load Contracts (0805), with Owner Identity Verification (0104) and Variable Annuity Suitability Supplement (0805)	Exhibit (b)(5) to Form N-4 Post-Effective Amendment No. 11 for NML Variable Annuity Account A, File No. 333-72913, filed on August 19, 2005
(b)(6)(a)	Restated Articles of Incorporation of The Northwestern Mutual Life Insurance Company (adopted July 26, 1972)	EX-99.B1 to Form N-4 Post-Effective Amendment No. 6 for NML Variable Annuity Account A, File No. 33-58476, filed on November 13, 1995
(b)(6)(b)	Amended By-Laws of The Northwestern Mutual Life Insurance Company dated December 4, 2002	Exhibit B(6) to Form N-4 Post-Effective Amendment No. 6 for NML Variable Annuity Account A, File No. 333-72913, filed on February 28, 2003
(b)(8)(a)(1)	Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(a) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005
(b)(8)(a)(2)	Amendment No. 1 dated August 7, 2000 to the Participation Agreement dated March 16, 1999 Among Russell Insurance Funds, Russell Fund Distributors, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (h)1(a)(2) to Form N-6 Registration Statement for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed on July 28, 2006
(b)(8)(a)(3)	Amendment No. 2 dated October 13, 2006 to Participation Agreements dated March 16, 1999 and August 7, 2000, respectively, by and among The Northwestern Mutual Life Insurance Company, Russell Investment Funds, f/k/a “Russell Insurance Funds,” and Russell Fund Distributors, Inc.	Exhibit (h)1(a)(3) to Form N-6 Pre-Effective Amendment No. 1, for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed December 13, 2006
(b)(8)(b)(1)	Participation Agreement dated May 1, 2003 among Variable Insurance Products Funds, Fidelity Distributors Corporation and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(b) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005
(b)(8)(b)(2)	Amendment No. 1 dated October 18, 2006 to Participation Agreement dated May 1, 2003, by and among The Northwestern Mutual Life Insurance Company, Fidelity Distributors Corporation, and each of	Exhibit (h)1(b)(2) to Form N-6 Pre-Effective Amendment No. 1, for Northwestern Mutual Variable Life Account II, File No. 333-136124, filed December 13, 2006

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	Variable Insurance Products Fund, Variable Insurance Products Fund II, and Variable Insurance Products Fund III
(b)(8)(c)	Form of Participation Agreement	Exhibit (b)(8)(c) to Form N-4 Post-Effective Amendment No. 17 for NML Variable Annuity Account A, File No. 333-133380, filed on April 20, 2007
(b)(8)(d)(1)	Administrative Service Fee Agreement dated February 28, 1999 between The Northwestern Mutual Life Insurance Company and Frank Russell Company	Exhibit (b)(8)(c) to Form N-4 Post-Effective Amendment No. 66 for NML Variable Annuity Account B, File No. 2-29240, filed on April 28, 2005
(b)(8)(e)(1)	Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c)(2) to Form N-4 Pre-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-133380, filed on August 8, 2006
(b)(8)(e)(2)	Amendment dated August 1, 2004 to the Service Agreement dated May 1, 2003 between Fidelity Investments Institutional Operations Company, Inc. and The Northwestern Mutual Life Insurance Company	Exhibit (b)(8)(c)(3) to Form N-4 Pre-Effective Amendment No. 1 for NML Variable Annuity Account A, File No. 333-133380, filed on August 8, 2006
(b)(8)(f)	Form of Administrative Services Agreement	Exhibit (b)(8)(f) to Form N-4 Post-Effective Amendment No. 17 for NML Variable Annuity Account A, File No. 333-133380, filed on April 20, 2007
(b)(8)(g)	Form of Shareholder Information Agreement	Exhibit (b)(8)(g) to Form N-4 Post-Effective Amendment No. 17 for NML Variable Annuity Account A, File No. 333-133380, filed on April 20, 2007
(b)(8)(h)	Power of Attorney	Exhibit (b)(8)(h) to Form N-4 Post-Effective Amendment No. 20 for NML Variable Annuity Account A, File No. 333-72913, filed on February 12, 2009
(b)(8)(i)	NMIS/NM Annuity Operations Admin Agreement	Exhibit (b)(8)(i) to Form N-4 Post-Effective Amendment No. 18 for NML Variable Annuity Account A, File No. 333-72913, filed on April 22, 2008
(b)(9)	Opinion and Consent of Raymond J. Manista, Esq. dated April 21, 2009	Filed herewith.
(b)(10)	Consent of PricewaterhouseCoopers LLP dated April 21, 2009	Filed herewith.

C-4

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, 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 – As of April 1, 2009

Name	Business Address
Facundo L. Bacardi	Apache Capital 2665 South Bayshore Drive Suite 601 Coconut Grove, FL 33133
Robert C. Buchanan	Fox Valley Corporation P.O. Box 727 Appleton, WI (54912-0727)
George A. Dickerman	Spalding Sports Worldwide 68 Normandy Road Longmeadow, MA 01106-1259
David J. Drury	Poblocki Sign Company LLC 922 South 70th Street Milwaukee, WI 53214
Connie K. Duckworth	ARZU 77 Stone Gate Lane Lake Forest, IL 60045
David A. Erne	Reinhart Boener Van Deuren, SC 1000 North Water Street Suite 2100 Milwaukee, WI 53202
James P. Hackett	Steelcase, Inc. 901 – 44th Street Grand Rapids, MI 49508
Hans Helmerich	Helmerich & Payne, Inc. 1437 South Boulder Tulsa, OK 74119
Dale E. Jones	Leadership Development Revolution LLC 1717 Rhode Island Avenue, NW 7th Floor Washington, DC 20036
Stephen F. Keller	101 South Las Palmas Avenue Los Angeles, CA 90004
Margery Kraus	APCO Worldwide 700 12th Street, NW, Suite 800 Washington, DC 20005
David J. Lubar	Lubar & Co. 700 N. Water Street Suite 1200

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	Milwaukee, WI 53202
Ulice Payne, Jr.	Addison-Clifton, L.L.C. 13555 Bishops Court Suite 245 Brookfield, WI 53005
Gary A. Poliner	The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202
John E. Schlifske	The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202
H. Mason Sizemore, Jr.	2054 N.W. Blue Ridge Drive Seattle, WA 98177
Peter M. Sommerhauser	Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202-3590
John E. Steuri	52 River Ridge Road Little Rock, AR 72227-1518
John J. Stollenwerk	Allen-Edmonds Shoe Corporation 201 East Seven Hills Road P.O. Box 998 Port Washington, WI 53074-0998
S. Scott Voynich	Robinson, Grimes & Company, PC 5637 Whitesville Road Columbus, GA 31904
Barry L. Williams	Williams Pacific Ventures, Inc. 4 Embarcadero Center, Suite 3700 San Francisco, CA 94111
Kathryn D. Wriston	115 E. 69th Street, 4th Floor New York, NY 10021
Edward J. Zore	The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202

EXECUTIVE OFFICERS – As of April 1, 2009

Name	Title
Edward J. Zore	Chief Executive Officer
John E. Schlifske	President
Mark G. Doll	Executive Vice President and Chief Investment Officer
Gregory C. Oberland	Executive Vice President (Insurance and Technology)
Gary A. Poliner	Executive Vice President (Investment Products and Services)
Marcia Rimai	Executive Vice President (Chief Administration Officer)

C-6

David D. Clark	Senior Vice President (Real Estate)
Jefferson V. DeAngelis	Senior Vice President (Public Markets)
Christina H. Fiasca	Senior Vice President (Agency Services)
William C. Koenig	Senior Vice President (Government Relations Actuary)
Jeffrey J. Lueken	Senior Vice President (Securities)
Jean M. Maier	Senior Vice President (Enterprise Operations) and Chief Compliance Officer
Meridee J. Maynard	Senior Vice President (Product Distribution)
Todd M. Schoon	Senior Vice President (Agencies)
Michael G. Carter	Vice President and Chief Financial Officer
Eric P. Christophersen	Vice President (Compliance/Best Practices)
Gloster B. Current	Vice President (Corporate Affairs) and Assistant to the President
Timothy J. Gerend	Vice President (Field Compensation and Planning)
Kimberley Goode	Vice President (Communications)
Karl G. Gouverneur	Vice President (Information Systems)
John M. Grogan	Vice President (Wealth Management)
Thomas G. Guay	Vice President (New Business)
Gary M. Hewitt	Vice President & Treasurer (Treasury & Investment Operations)
J. Chris Kelly	Vice President and Controller
John L. Kordsmeier	Vice President (Enterprise Solutions)
Susan A. Lueger	Vice President (Human Resources)
Kathleen A. Oman	Vice President (Policyowner Services)
David R. Remstad	Vice President & Chief Actuary
Bethany Rodenhuis	Vice President (Corporate Planning)
Calvin R. Schmidt	Vice President (Investment Product Operations)
David W. Simbro	Vice President (Disability Income)
Paul J. Steffen	Vice President (Agencies)
Donald G. Tyler	Vice President (IPS Products and Sales)
Martha M. Valerio	Vice President (Information Systems)
Conrad C. York	Vice President (Marketing)
Michael L. Youngman	Vice President (Government Relations)
Timothy G. Schaefer	Chief Information Officer
Raymond J. Manista	General Counsel and Secretary

OTHER OFFICERS – As of February 1, 2009

Donald C. Kiefer	VP Actuary
Kenneth M. Latus	Actuary
James Lodermeier	Senior Actuary
Robert G. Meilander	VP Corporate Actuary
Ted A. Matchulat	Director Product Compliance
Jon K. Magalska	Senior Actuary
Arthur V. Panighetti	VP Actuary
P. Andrew Ware	VP Actuary
Mark S. Bishop	Regional VP Field Supv
Jennifer L. Brase	Regional VP Field Supv
Somayajulu Durvasula	VP Agency Dev
Michael S. Ertz	VP Field Administration
Mark J. Gmach	Regional VP Field Supv
Werner Loots	Regional VP Field Supv
Steven C. Mannebach	VP Agency Dev
Daniel J. O’Meara	Regional VP Field Supv
Charles J. Pendley	VP Agency Dev
Sandra L. Botcher	VP Audit
Robert J. Johnson	Director Compliance Oversight and Review

C-7

James M. Makowski	Asst. Director Marketing Materials Compliance
Timothy Nelson	Director Market Conduct
Jason T. Anderson	Assistant Director Tax
Gwen C. Canady	Director Corporate Reporting
Barbara E. Courtney	Director Mutual Fund Accounting
Walter M. Givler	VP Accounting Policy
David K. Nunley	VP-Tax
Stephen R. Stone	Director Investment Accounting
John M. Abbott	Director-Field Investigations
Carl E. Amick	VP-Risk Management Operations
Maryann Bialo	Asst. Director DI Benefits
Pamela C. Bzdawka	Assistant Director-SIU
Janice L. Chase	Asst. Director-Large Case
Stephen J. Frankl	Director-Sales Strategy and Support
Sharon A. Hyde	Asst. Director DI Benefits
Cynthia Lubbert	Asst. Director-DI Underwriting
Steven J. Stribling	Director DI Benefits
Cheryl L. Svehlek	Director-Administration
Laila V. Hick	Director of Field Supervision
Karla D. Hill	Asst. Director of Distribution Operations
Joanne M. Migliaccio	Director of Distribution Operations
Daniel A. Riedl	VP Distribution Policies and Operations
Christen L. Partleton	VP Facility Operations
Robyn S. Cornelius	Director Dist Planning
David J. Dorshorst	Director of Field Comp
Allen M. Kluz	Director of Field Benefits
Troy W. McMahan	Director of FCP Systems
Jay J. Miller	VP Advanced Planning
Richard P. Snyder	Director Distribution Planning
William H. Taylor	Director of Financial Security Planning
Pency P. Byhardt	VP-Field Development
Sharen L. King	Director-Field Development Systems
Douglas P. Bates	VP Federal Relations
Steven M. Radke	VP Leg & Reg Relations
Blaise C. Beaulier	VP Information Systems
Robert J. Kowalsky	VP Information Systems
David A. Eurich	Director – IPS Training, Marketing & Communications
Martha M. Kendler	Director – IPS Annuity Products
Arleen J. Llewellyn	Director – Business Integration
Mac McAuliffe	National Sales Director – IPS - Sales
Michael J. Mihm	Director – IPS Business Development
Ronald C. Nelson	Director – IPS Research & Product Support
Jeffrey J. Niehaus	Director – IPS Business Retirement Markets
David G. Stoeffel	VP IPS Investment Product Lines
Kellen A. Thiel	Director – IPS Advisory Products
Brian D. Wilson	Director – IPS Marketing & Sales
Robert J. Wright	Director – IPS Strategic Partnerships Product Support
Meg E. Jansky	Director-Annuity Operations

C-8

Lisa A. Myklebust	Director-Business Systems Team
Mark J. Backe	Asst. General Counsel & Asst. Secretary
Beth M. Berger	Asst. General Counsel & Asst. Secretary
Frederick W. Bessette	Asst. General Counsel & Asst. Secretary
Melissa J. Bleidorn	Asst. General Counsel & Asst. Secretary
Anne T. Brower	Asst. General Counsel & Asst. Secretary
Michael S. Bula	Asst. General Counsel & Asst. Secretary
M. Christine Cowles	Asst. General Counsel & Asst. Secretary
Domingo G. Cruz	Asst. General Counsel & Asst. Secretary
Mark S. Diestelmeier	Asst. General Counsel & Asst. Secretary
John E. Dunn	VP & Investment Products & Services Counsel
James R. Eben	Asst. General Counsel & Asst. Secretary
Marcia E. Facey	Asst. General Counsel & Asst. Secretary
Chad E. Fickett	Asst. General Counsel & Asst. Secretary
Gerald E. Fradin	Asst. General Counsel & Asst. Secretary
James C. Frasher	Asst. General Counsel & Asst. Secretary
Matthew E. Gabrys	Asst. General Counsel & Asst. Secretary
John K. Garofani	Asst. General Counsel & Asst. Secretary
Sheila M. Gavin	Asst. General Counsel & Asst. Secretary
Kevin M. Gleason	Asst. General Counsel & Asst. Secretary
C. Claibourne Greene	Asst. General Counsel & Asst. Secretary
Elizabeth S. Idleman	Asst. General Counsel & Asst. Secretary
James A. Koelbl	Asst. General Counsel & Asst. Secretary
Abimbola O. Kolawole	Asst. General Counsel & Asst. Secretary
Carol L. Kracht	VP, Deputy General Counsel & Investment Counsel
Elizabeth J. Lentini	Asst. General Counsel & Asst. Secretary
George R. Loxton	Asst. General Counsel & Asst. Secretary
Stephanie Lyons	Asst. General Counsel & Asst. Secretary
Dean E. Mabie	Asst. General Counsel & Asst. Secretary
Steve Martinie	Asst. General Counsel & Asst. Secretary
Michael J. Mazza	Asst. General Counsel & Asst. Secretary
James L. McFarland	Asst. General Counsel & Asst. Secretary
Lesli H. McLinden	Asst. General Counsel & Asst. Secretary
Larry S. Meihsner	Asst. General Counsel & Asst. Secretary
Christopher J. Menting	Asst. General Counsel & Asst. Secretary
Richard E. Meyers	Asst. General Counsel & Asst. Secretary
Scott J. Morris	Asst. General Counsel & Asst. Secretary
Jennifer W. Murphy	Asst. General Counsel & Asst. Secretary
David K. Nelson	Asst. General Counsel & Asst. Secretary
Mary S. Nelson	Asst. General Counsel & Asst. Secretary
Michelle Nelson	Asst. General Counsel & Asst. Secretary
Timothy A. Otto	Asst. General Counsel & Asst. Secretary
Randy M. Pavlick	Asst. General Counsel & Asst. Secretary
David W. Perez	Asst. General Counsel & Asst. Secretary
Judith L. Perkins	Asst. General Counsel & Asst. Secretary
William C. Pickering	Asst. General Counsel & Asst. Secretary
Nora M. Platt	Asst. General Counsel & Asst. Secretary
Harvey W. Pogoriler	Asst. General Counsel & Asst. Secretary
Zhibin Ren	Asst. General Counsel & Asst. Secretary
Peter K. Richardson	Asst. General Counsel & Asst. Secretary
Tammy M. Roou	VP & Ins & Distr Counsel
Thomas F. Scheer	Asst. General Counsel & Asst. Secretary
Kathleen H. Schluter	VP & Tax Counsel
Rodd Schneider	VP & Litigation Counsel
Sarah E. Schott	Asst. General Counsel & Asst. Secretary
Catherine L. Shaw	Asst. General Counsel & Asst. Secretary
David Silber	Asst. General Counsel & Asst. Secretary

C-9

Mark W. Smith	Assoc. General Counsel & Asst. Secretary
Karen J. Stevens	Asst. General Counsel & Asst. Secretary
Brenda J. Stugelmeyer	Asst. General Counsel & Asst. Secretary
Rachel L. Taknint	VP, Dept. Planning & Ops & Assoc. General Counsel
John M. Thompson	Asst. General Counsel & Asst. Secretary
Douglas D. Timmer	Asst. General Counsel & Asst. Secretary
Andrew T. Vedder	Asst. General Counsel & Asst. Secretary
Warren, John W.	Asst. General Counsel & Asst. Secretary
Catherine A. Wilbert	Asst. General Counsel & Asst. Secretary
Catherine M. Young	Asst. General Counsel & Asst. Secretary
Terry R. Young	Asst. General Counsel & Asst. Secretary
Jason R. Handal	Director-Speciality Markets
Todd L. Laszewski	Director Life Product Development
Jeffrey S. Marks	Director Special Projects
Jane Ann Schiltz	VP Business Markets
Gregory A. Gurlik	Director Long Term Care Product Development
Terese J. Capizzi	Director Long Term Care Administration
John K. Wilson	Director Long Term Care Sales Support
Mollie A. Kenny	Regulatory Consultant
Carrie L. Bleck	Director Policyowner Services
Sherri L. Schickert	Director Policyowner Services
Sandra K. Scott-Tyus	Director Policyowner Services
Diane P. Smith	Asst. Director Policyowner Services
Natalie J. Versnik	Director Policyowner Services
Donna L. Lemanczyk	Asst. Secretary
Warren L. Smith	Asst. Secretary
Karla J. Adams	Director Investment Risk Management
James A. Brewer	Director Investment Planning
Donald Forecki	Director Investment Operations, Asst. Secretary
Karen A. Molloy	Director Banking & Cash Management, Asst. Treasurer
Patricia A. Zimmermann	Director Investment Technology & Development, Asst. Secretary
Shanklin B. Cannon	Medical Director
Kurt P. Carbon	Director Life Lay Standards
Wayne F. Heidenreich	Medical Director
Paul W. Skalecki	VP Underwriting Standards

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”), as of April 1, 2009 are set forth on the following pages. In addition to these subsidiaries, the following separate investment accounts (which include the Registrant) may be deemed to be either controlled by, or under common control with, Northwestern Mutual:

1. NML Variable Annuity Account A

2. NML Variable Annuity Account B

3. NML Variable Annuity Account C

4. Northwestern Mutual Variable Life Account

5. Northwestern Mutual Variable Life Account II

C-10

Northwestern Mutual Series Fund, Inc. and Russell Investment Funds (the “Funds”), shown below as subsidiaries of Northwestern Mutual, are investment companies registered under the Investment Company Act of 1940, offering their shares to the separate accounts identified above; and the shares of the Funds held in connection with certain of the accounts are voted by Northwestern Mutual 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 separate accounts, or in the same proportions as the shares which are so voted.

NORTHWESTERN MUTUAL CORPORATE STRUCTURE1 (as of April 7, 2009)
Name of Subsidiary	Jurisdiction of Incorporation
Amber, LLC – 100% ownership	Delaware
Baraboo, Inc. – 100% ownership	Delaware
Bayridge, LLC – 100% ownership	Delaware
Bradford, Inc. – 100% ownership	Delaware
Brendan International Sales, Inc. – 100% ownership	U.S. Virgin Islands
Burgundy, LLC – 100% ownership	Delaware
Carlisle Ventures, Inc. – 100% ownership	Delaware
Chateau, LLC – 100% ownership	Delaware
Chateau, Inc. – 100% ownership	Delaware
Chateau I, LP – 100% ownership	Delaware
Coral, Inc. – 100% ownership	Delaware
Cortona Holdings, LLC	Delaware
Foxkirk, LLC – 100% ownership	Delaware
Frank Russell Company – 92.86% ownership	Washington
Frank Russell Investment Management Company – 92.75% ownership	Washington
Hazel, Inc. – 100% ownership	Delaware
Health Invest, LLC – 100% ownership	Delaware
Higgins, Inc. – 100% ownership	Delaware
Highbrook International Sales, Inc. – 100% ownership	U.S. Virgin Islands
Hobby, Inc. – 100% ownership	Delaware
Hollenberg 1, Inc – 100% ownership	Delaware
Hollenberg 2, Inc – 100% ownership	Delaware
Hollenberg 3, Inc – 100% ownership	Delaware
Hollenberg 4, Inc – 100% ownership	Delaware
Jerusalem Avenue Property, LLC – 100% ownership	Delaware
Justin International FSC, Inc. – 100% ownership	U.S. Virgin Islands
JYD Assets, LLC – 100% ownership	Delaware
Klode, Inc. – 100% ownership	Delaware
Kristiana International Sales, Inc. – 100% ownership	U.S. Virgin Islands
Lake Bluff, Inc. – 100% ownership	Delaware
Logan, Inc. – 100% ownership	Delaware
Lydell, Inc. – 100% ownership	Delaware
Maroon, Inc. – 100% ownership	Delaware
Mason & Marshall, Inc. – 100% ownership	Delaware
Mason Street Advisors, LLC – 100% ownership	Delaware
Mitchell, Inc. – 100% ownership	Delaware
Model Portfolios, LLC – 100% ownership	Delaware
NM Albuquerque Inc. – 100% ownership	New Mexico
NM-Exchange, LLC – 100% ownership	Delaware
NM-Exchange Three, LLC – 100% ownership	Delaware
NM F/X, LLC – 100% ownership	Delaware
NM GP Holdings, LLC – 100% ownership	Delaware
NM Harrisburg, Inc. – 100% ownership	Pennsylvania
NM Imperial, LLC – 100% ownership	Delaware
NM Lion, LLC – 100% ownership	Delaware
NM Majestic Holdings, LLC – 100% ownership	Delaware
NM RE Funds, LLC – 100% ownership	Delaware
NM Regal, LLC – 100% ownership	Delaware

C-11

NML-CBO, LLC – 100% ownership	Delaware
NML Clubs Associated, Inc. – 100% ownership	Wisconsin
NML Development Corporation – 100% ownership	Delaware
NML Real Estate Holdings, LLC – 100% ownership	Wisconsin
NML Securities Holdings, LLC – 100% ownership	Wisconsin
NMRM Holding, LLC – 100% ownership	Delaware
NW Pipeline, Inc. – 100% ownership	Texas
New Arcade, LLC – 100% ownership	Wisconsin
Nicolet, Inc. – 100% ownership	Delaware
North Van Buren, Inc. – 100% ownership	Delaware
Northwestern Ellis Company – 100% ownership	Nova Scotia
Northwestern Investment Management Company, LLC – 100% ownership	Delaware
Northwestern Long Term Care Insurance Company – 100% ownership	Illinois
Northwestern Mutual Capital GP, LLC – 100% ownership	Delaware
Northwestern Mutual Capital GP II, LLC – 100% ownership	Delaware
Northwestern Mutual Capital Limited – 100% ownership	United Kindom
Northwestern Mutual Investment Services, LLC – 100% ownership	Wisconsin
Northwestern Mutual Life International, Inc. – 100% ownership	Delaware
Northwestern Mutual Series Fund, Inc. – 100%2 ownership	Maryland
Northwestern Mutual Wealth Management Company – 100% ownership	Federal Savings Bank (subject to jurisdiction of the Office of Thrift Supervision)
Olive, Inc. – 100% ownership	Delaware
RE Corporation – 100% ownership	Delaware
Regina International Sales, Inc. – 100% ownership	U.S. Virgin Islands
Russell Investment Funds – 92.75% ownership	Massachusetts
Russet, Inc. – 100% ownership	Delaware
Scotty, LLC – 100% ownership	Delaware
Solar Resources, Inc. – 100% ownership	Wisconsin
Stadium and Arena Management, Inc. – 100% ownership	Delaware
Strategic Employee Benefit Services of New Mexico, Inc. – 100% ownership	New Mexico
Travers International Sales, Inc. – 100% ownership	U.S. Virgin Islands
Tupelo, Inc. – 100% ownership	Delaware
Walden OC, LLC – 100% ownership	Delaware
White Oaks, Inc. – 100% ownership	Delaware

(1) Certain subsidiaries are omitted on the basis that, considered in the aggregate at year end 2006, they did not constitute a significant subsidiary as defined by Regulation S-X. Except for certain Real Estate Partnerships/LLCs/Equity Interests, includes general account NM investments where NM’s ownership interest is greater than 50%. Excluded is the entire corporate structure under Frank Russell Company.

(2) Growth Stock Portfolio, Focused Appreciation Portfolio, Large Cap Core Stock Portfolio, Large Cap Blend Portfolio, Index 500 Stock Portfolio, Large Company Value Portfolio, Domestic Equity Portfolio, Equity Income Portfolio, Mid Cap Growth Stock Portfolio, Index 400 Stock Portfolio, Mid Cap Value Portfolio, Small Cap Growth Stock Portfolio, Index 600 Stock Portfolio, Small Cap Value Portfolio, International Growth Portfolio, Research International Core Portfolio, International Equity Portfolio, Emerging Markets Equity Portfolio, Money Market Portfolio, Short-Term Bond Portfolio, Select Bond Portfolio, Long-Term U.S. Government Bond Portfolio, Inflation Protection Portfolio, High Yield Bond Portfolio, Multi-Sector Bond Portfolio, Balanced Portfolio, Asset Allocation Portfolio.

Item 27. Number of Contract Owners

As of March 31, 2009, 7,611 variable annuity contracts issued in connection with NML Variable Annuity Account A were outstanding. 7,356 such contracts were issued as contracts for plans qualifying for special treatment under various provisions of the Internal Revenue Code. 255 such contracts were not so issued.

Item 28. Indemnification

(a)    That portion of the By-laws of the Depositor, Northwestern Mutual, relating to indemnification of Trustees and officers is set forth in full in Article VII of the By-laws of Northwestern Mutual, amended by resolution

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and previously filed as Exhibit A(6)(b) to the registration statement of Northwestern Mutual Variable Life Account (File No. 333-59103) on July 15, 1998.

(b)    Section 10 of the Distribution Agreement dated May 1, 2006 between Northwestern Mutual and Northwestern Mutual Investment Services, LLC (“NMIS”) provides substantially as follows:

B. Indemnification by Company. The Company agrees to indemnify, defend and hold harmless NMIS, its successors and assigns, and their respective officers, directors, and employees (together referred to as “NMIS Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which NMIS and/or any NMIS Related Persons may become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by the Company and (ii) any untrue statement of or omission to state a material fact (except for information supplied by or on behalf of NMIS or for which NMIS is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material.

This indemnification shall be in addition to any liability that the Company may otherwise have; provided, however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking indemnification.

C. Indemnification by NMIS. NMIS agrees to indemnify, defend and hold harmless the Company, its successors and assigns, and their respective officers, trustees or directors, and employees (together referred to as “ Company Related Persons”), from any and all joint or several losses, claims, damages or liabilities (including any reasonable investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any action, suit or proceeding or any claim asserted), to which the Company and/or any Company Related Persons may become subject, under any law, regulation or NASD rule, at common law or otherwise, that arises out of or are based upon (i) any breach of this Agreement by NMIS and (ii) any untrue statement of or omission to state a material fact (except for information supplied by or on behalf of the Company or for which the Company is responsible) contained in any Registration Statement, Contract prospectus, SAI or supplement thereto or in any Marketing Material, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information furnished in writing by NMIS to the Company specifically for use in the preparation of the aforesaid material.

This indemnification shall be in addition to any liability that NMIS may otherwise have; provided however, that no person shall be entitled to indemnification pursuant to this provision for any loss, claim, damage or liability due to the willful misfeasance, bad faith or gross negligence or reckless disregard of duty by the person seeking indemnification.

D. Indemnification Generally. Any person seeking indemnification under this section shall promptly notify the indemnifying party in writing after receiving notice of the commencement of any action as to which a claim for indemnification will be made; provided, however, that failure to so notify the indemnifying party shall not relieve such party from any liability which it may have to such person otherwise than on account of this section.

The indemnifying party shall be entitled to participate in the defense of the indemnified person but such participation will not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses incurred by such party in defending himself, herself or itself.

Item 29. Principal Underwriters

(a)    NMIS is the principal underwriter of the securities of the Registrant. NMIS is also the principal underwriter for the NML Variable Annuity Account B (811-1668), the NML Variable Annuity Account C (811-

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21886), the Northwestern Mutual Variable Life Account (811-3989) and the Northwestern Mutual Variable Life Account II (811-21933).

(b) As of April 1, 2009, the directors and officers of NMIS are as follows:

Name	Position
Jason T. Anderson	Assistant Treasurer
Mark S. Bishop	Regional Vice President, Field Supervision
Christine Bordner	Assistant Director, Market Conduct
Jennifer L. Brase	Regional Vice President, Field Supervision
Pency Byhardt	Vice President, Field Development
Michael G. Carter	Director
Eric P. Christophersen	Vice President, Compliance/Best Practices
David J. Dorshorst	Director, Compensation Services
Michael S. Ertz	Vice President, Agency Administration
Christina H. Fiasca	Senior Vice President, Field Compensation, Training & Development
Brady J. Flugaur	Manager, Advisory Operations and Oversight
Anne A. Frigo	Director, Insurance and Investment Management
Don P. Gehrke	Director, Retail Investment Operations
Timothy J. Gerend	Vice President, Field Compensation & Planning
Mark J. Gmach	Regional Vice President, Field Supervision
David A. Granger	Assistant Director, Human Resources
Mark A. Gregory	Assistant Director, Insurance and Investment Management
Thomas C. Guay	Vice President, Variable Underwriting & Issue
Rhonda K. Haight	Assistant Director, IPS Platforms
David P. Harley	Assistant Director, Retail Investment Operations
Laila V. Hick	Director, Field Supervision Standards
Karla D. Hill	Assistant Director, Contract, License and Registration Operations
Patricia J. Hillman	Director, Annuity Customer Services
Diane B. Horn	Director, NMIS Compliance; Anti-Money Laundering Compliance Officer
Meg E. Jansky	Director, Annuity Operations
Robert J. Johnson	Director, Compliance/Best Practices
Todd M. Jones	Treasurer, Financial and Operations Principal
Martha M. Kendler	Director, Annuity Products
Sharen L. King	Director, Field Training & Development
Mary J. Lange	Field Education Consultant
Dwight Larkin	Assistant Director- Retail Investment Services & ROSFP, Municipal Securities Principal, MSRB Contact
Arleen J. Llewellyn	Director, IPS Business Integration
Werner Loots	Regional Vice President, Field Supervision
Jean M. Maier	Director; Senior Vice President, Insurance Operations
James M. Makowski	Assistant Director, Marketing Materials Compliance
Steven C. Mannebach	Vice President, Recruiting & Leadership Development
Jeffrey S. Marks	Director, Sales Development
Meridee J. Maynard	Senior Vice President, Product Distribution
Mac McAuliffe	National Sales Director
Allan J. McDonell	Assistant Director, Annuity Operations and Municipal Securities Principal
Mark E. McNulty	Assistant Director, Compliance Assurance
Joanne M. Migliaccio	Director, Contract, License and Registration
Michael J. Mihm	Director, Business Development
Jay W. Miller	Vice President, Advanced Financial Security Planning
Benjamin N. Moen	Regional Vice President, Sales
Jennifer W. Murphy	Secretary
Timothy D. Nelson	Director, Compliance/Best Practices
Jeffrey J. Niehaus	Director, Business Markets
Jennifer O’Leary	Assistant Treasurer
Kathleen A. Oman	Vice President, Variable Life Servicing
Michael J. Patkunas	Regional Vice President, Sales
John J. Piazza	Regional Vice President, Sales

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Nora M. Platt	Assistant Secretary
Gary A. Poliner	Director; President and CEO
Georganne K. Prom	New Business Variable Life Compliance Coordinator
Michael A. Reis	Assistant Treasurer
Daniel A. Riedl	Senior Vice President and Chief Operating Officer
Marcia Rimai	Director
Robin E. Rogers	Assistant Director, Contract, License & Registration
Russell R. Romberger	Regional Vice President, Sales
Jeffrey P. Schloemer	Assistant Director, Compliance Oversight & Review
Calvin R. Schmidt	Vice President, IPS Investment Client Services
Alexander D. Schneble	Director, NMIS Administration
Todd M. Schoon	Director, Senior Vice President, Agencies
Todd W. Smasal	Director, Human Resources
Michael C. Soyka	Regional Vice President, Sales
Paul J. Steffen	Vice President, Agencies
Steven H. Steidinger	Director, Variable Life Products
David G. Stoeffel	Vice President –Product Line
William H. Taylor	Vice President, Advanced Financial Security Planning
Kellen A. Thiel	Director, Personal Investment Markets
Donald G. Tyler	Vice President, IPS Products and Sales
Gwendolyn K. Weithaus	Assistant Director, NMIS Compliance
Alan M. Werth	Third Party Sales Consultant
Jeffrey B. Williams	Vice President and Chief Compliance Officer, NMIS Compliance, Executive Representative
Brian D. Wilson	Director, Marketing and Sales
Robert J. Wright	Director, Strategic Partnerships and Product Support

The address for each director and officer of NMIS is 611 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

(c)    NMIS, the principal underwriter, received $1,788,612 of commissions and other compensation, directly or indirectly, from the Registrant during the last fiscal year.

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 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 at the address or phone number listed in the prospectus.

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(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 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.

(e)    The Northwestern Mutual Life Insurance Company hereby represents that the fees and charges deducted under the contracts registered by this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the insurance company under the contracts.

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SIGNATURES

As required by the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, NML Variable Annuity Account A, certifies that it meets all of the requirements for effectiveness of this Amended Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amended Registration Statement to be signed on its behalf, in the City of Milwaukee, and State of Wisconsin, on the 20th day of April, 2009.

		NML VARIABLE ANNUITY ACCOUNT A
		(Registrant)
		By THE NORTHWESTERN MUTUAL LIFE
		INSURANCE COMPANY
		(Depositor)
Attest:	/s/RAYMOND J. MANISTA	By: /s/EDWARD J. ZORE
	Raymond J. Manista,	Edward J. Zore,
	General Counsel and Secretary	Chief Executive Officer

As required by the Securities Act of 1933, this Amended Registration Statement has been signed by the Depositor on the 20th day of April, 2009.

		THE NORTHWESTERN MUTUAL LIFE
		INSURANCE COMPANY
		(Depositor)
Attest:	/s/RAYMOND J. MANISTA	By: /s/EDWARD J. ZORE
	Raymond J. Manista,	Edward J. Zore,
	General Counsel and Secretary	Chief Executive Officer

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

Signature	Title
	Trustee and
/s/EDWARD J. ZORE	Chief Executive Officer;
Edward J. Zore	Principal Executive Officer
/s/MICHAEL G. CARTER	Chief Financial Officer and
Michael G. Carter	Principal Financial Officer
/s/JOHN C. KELLY	Vice President and Controller;
John C. Kelly	Principal Accounting Officer

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/s/ Facundo L. Bacardi*	Trustee
Facundo L. Bacardi
/s/ Robert C. Buchanan*	Trustee
Robert C. Buchanan
/s/ George A. Dickerman*	Trustee
George A. Dickerman
/s/ David J. Drury*	Trustee
David J. Drury
/s/ Connie K. Duckworth*	Trustee
Connie K. Duckworth
/s/ David A. Erne*	Trustee
David A. Erne
/s/ James P. Hackett*	Trustee
James P. Hackett
/s/ Hans Helmerich*	Trustee
Hans Helmerich
/s/ Dale E. Jones*	Trustee
Dale E. Jones
/s/ Stephen F. Keller*	Trustee
Stephen F. Keller
/s/ Margery Kraus*	Trustee
Margery Kraus
/s/ David J. Lubar*	Trustee
David J. Lubar
/s/ Ulice Payne, Jr.*	Trustee
Ulice Payne, Jr.
/s/	Trustee
Gary A. Poliner
/s/	Trustee
John E. Schlifske

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/s/ H. Mason Sizemore, Jr.*	Trustee
H. Mason Sizemore, Jr.
/s/ Peter M. Sommerhauser*	Trustee
Peter M. Sommerhauser
/s/ John E. Steuri*	Trustee
John E. Steuri
/s/ John J. Stollenwerk*	Trustee
John J. Stollenwerk
	Trustee
Barry L. Williams
/s/ Kathryn D. Wriston*	Trustee
Kathryn D. Wriston
	Trustee
S. Scott Voynich

*By:	/s/ EDWARD J. ZORE
Edward J. Zore, Attorney in fact, pursuant to the Power of Attorney filed on February 12, 2009.

Each of the signatures is affixed as of April 20, 2009.

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EXHIBIT INDEX

EXHIBITS FILED WITH FORM N-4

POST-EFFECTIVE AMENDMENT NO. 21 TO

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FOR

NML VARIABLE ANNUITY ACCOUNT A

Exhibit	Description
(b)(9)	Opinion and Consent of Raymond J. Manista, Esq. dated April 21, 2009	Filed herewith
(b)(10)	Consent of PricewaterhouseCoopers LLP dated April 21, 2009	Filed herewith

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