EXHIBIT 24.1
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
TRUSTEES’
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned Trustees of THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, organized by a special act of the Wisconsin Legislature (the “Company”), by his or her execution hereof, or an identical counterpart hereof, does hereby constitute and appoint each or either of Edward J. Zore and John M. Bremer, as his or her attorney-in-fact and agent, and in his or her name, place and stead, to execute and sign any registration statement, including any pre-effective or post-effective amendments thereto, together with all exhibits and schedules thereto and other documents and instruments associated therewith to be filed on either Form N-4 or Form N-6 (or on any other applicable form) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 and/or the Investment Company Act of 1940 in connection with variable contracts issued through separate accounts that are established by the Company, including the following:
| (a) | NML Variable Annuity Account A (333-72913); |
| (b) | NML Variable Annuity Account B (2-29240); |
| (c) | Select Variable Annuity Fee-Based (333-33232); |
| (d) | NML Variable Annuity Account C (2-89905-01); |
| (e) | Northwestern Mutual Variable Life Account (2-89972); |
| (f) | Northwestern Mutual Variable CompLife (33-89188); |
| (g) | Northwestern Mutual Variable Executive Life (333-36865); |
| (h) | Northwestern Mutual Variable Joint Life (333-59103); |
| (i) | The new Variable Annuity Contracts to be issued through Accounts A and C and filed with the SEC on or about April 12, 2006; and |
| (j) | The new Variable Life Contracts to be issued through the Northwestern Mutual Variable Life Account II and filed with the SEC beginning in May 2006. |
In addition, we do hereby constitute and appoint each or either of Edward J. Zore and John M. Bremer, as his or her attorney-in-fact and agent, and in his or her name, place and stead, to execute and sign one or more reports for the fiscal year ended December 31, 2005, including amendments thereto, together with all exhibits and schedules thereto and other documents and instruments associated therewith, to be filed on Form 10-K with the SEC under the Securities Exchange Act of 1934 in connection with any such registration statement or amendment thereto. Each of the undersigned does hereby further authorize each or either of said attorneys-in-fact and agents to make said filings with the SEC and with any federal or state securities or insurance regulatory authority as they determine to be required or necessary. Each of the undersigned hereby ratifies and confirms all acts of each and either of said attorneys-in-fact and agents which they may lawfully do or cause to be done by virtue hereof. As used herein, “variable contracts” means any contracts providing for benefits or values which may vary according to the investment experience of the separate account associated therewith, including variable annuity contracts and variable life insurance policies.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this 22nd day of March, 2006.
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/s/ EDWARD E. BARR | | Trustee |
Edward E. Barr | | |
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/s/ JOHN M. BREMER | | Trustee |
John M. Bremer | | |
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/s/ PETER W. BRUCE | | Trustee |
Peter W. Bruce | | |
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/s/ ROBERT C. BUCHANAN | | Trustee |
Robert C. Buchanan | | |
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/s/ GEORGE A. DICKERMAN | | Trustee |
George A. Dickerman | | |
138
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/s/ DAVID J. DRURY | | Trustee |
David J. Drury | | |
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/s/ CONNIE K. DUCKWORTH | | Trustee |
Connie K. Duckworth | | |
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/s/ JAMES D. ERICSON | | Trustee |
James D. Ericson | | |
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/s/ DAVID A. ERNE | | Trustee |
David A. Erne | | |
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/s/ J. E. GALLEGOS | | Trustee |
J. E. Gallegos | | |
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/s/ JAMES P. HACKETT | | Trustee |
James P. Hackett | | |
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/s/ HANS HELMERICH | | Trustee |
Hans Helmerich | | |
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/s/ STEPHEN F. KELLER | | Trustee |
Stephen F. Keller | | |
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/s/ BARBARA A. KING | | Trustee |
Barbara A. King | | |
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/s/ MARGERY KRAUS | | Trustee |
Margery Kraus | | |
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/s/ J. THOMAS LEWIS | | Trustee |
J. Thomas Lewis | | |
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/s/ DANIEL F. McKEITHAN, JR. | | Trustee |
Daniel F. McKeithan, Jr. | | |
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/s/ ULICE PAYNE, JR. | | Trustee |
Ulice Payne, Jr. | | |
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/s/ H. MASON SIZEMORE, JR. | | Trustee |
H. Mason Sizemore, Jr. | | |
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/s/ PETER M. SOMMERHAUSER | | Trustee |
Peter M. Sommerhauser | | |
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/s/ JOHN E. STEURI | | Trustee |
John E. Steuri | | |
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/s/ JOHN J. STOLLENWERK | | Trustee |
John J. Stollenwerk | | |
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/s/ BARRY L. WILLIAMS | | Trustee |
Barry L. Williams | | |
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/s/ KATHRYN D. WRISTON | | Trustee |
Kathryn D. Wriston | | |
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/s/ EDWARD J. ZORE | | Trustee |
Edward J. Zore | | |
140