Exhibit A(5)(b)

The Northwestern Mutual Life Insurance Company agrees to pay the benefits
provided in this policy,subject to its terms and conditions.
Signed at Milwaukee, Wisconsin on the Date of Issue.
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
INSURANCE PAYABLE ON SECOND DEATH
Eligible for Annual Dividends
Flexible premiums.
Benefits reflect investment results.
Variable benefits described in Sections 1, 3, 6, 7 and 8.
THE DEATH BENEFIT AND CASH VALUE UNDER THIS POLICY ARE VARIABLE. THEY MAY
INCREASE OR DECREASE DAILY DEPENDING ON THE INVESTMENT RESULTS OF THE SEPARATE
ACCOUNT. THE AMOUNT OF THE DEATH BENEFIT AND THE AMOUNT OF THE CASH VALUE ARE
NOT GUARANTEED.
RIGHT TO RETURN POLICY. Please read this policy carefully. The policy may be
returned by the Owner for any reason within ten days after it was received. The
policy may be returned to your agent or to the Home Office of the Company at 720
East Wisconsin Avenue, Milwaukee, WI 53202. If returned, the policy will be
considered void from the beginning. The Company will refund the sum of (a) the
difference between any premium paid and the amount allocated to the Separate
Account plus (b) the value of the policy in the Separate Account on the date the
returned policy is received.

INSURED John J. Doe AGE AND SEX 35 Male
Jane J. Doe 35 Female
POLICY DATE December 31, 1998 POLICY NUMBER 10 000 000

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

RR.VJL.(1298)

THIS POLICY IS A LEGAL CONTRACT BETWEEN THE OWNER AND
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY.
READ YOUR POLICY CAREFULLY.
GUIDE TO POLICY PROVISIONS
BENEFITS AND PREMIUMS
SECTION 1. THE CONTRACT
Life Insurance Benefit payable on second death. Incontestability.
Suicide. Definition of dates. Reports to Owner.
SECTION 2. OWNERSHIP
Rights of the Owner. Assignment as collateral.
SECTION 3. DEATH BENEFIT
Description of death benefit options. Changes to death benefits.
SECTION 4. PREMIUMS, TRANSFERS AND REINSTATEMENT
Payment of premiums. Calculation and allocation of net premiums.
Transfer of assets. Premium limitations. Grace period of 61 days to
pay premium. How to reinstate the policy.
SECTION 5. DIVIDENDS
Annual dividends. Use of dividends. Dividend at death.
SECTION 6. THE SEPARATE ACCOUNT
The Separate Account and the Divisions. Valuation of assets.
SECTION 7. DETERMINATION OF VALUES
Policy Value. Monthly Policy Charge.
SECTION 8. CASH VALUE AND SURRENDER
Cash value. Surrender. Deferral of payments.
SECTION 9. LOANS AND WITHDRAWALS
Policy loans. Interest on loans. Withdrawals.
SECTION 10. BENEFICIARIES
Naming and change of beneficiaries. Succession in interest of
beneficiaries.
ADDITIONAL BENEFITS (if any)
APPLICATION
RR.VJL.(1298)

BENEFITS AND PREMIUMS
DATE OF ISSUE - DECEMBER 31, 1998

Plan: Flexible Premium Variable Joint Life Insurance

Specified Amount: $1,000,000.00

Death Benefit Option: Specified Amount (Option A)

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

The Age 100 Date (Section 3) is December 31, 2063.

The Final Premium Date (Section 4) is December 30, 2058.

The minimum premium (Section 4.4) is $25.00.

The maximum premium under the Guideline Premium/Cash Value Corridor Test:
Guideline Single Premium = $ 87,370.00
Guideline Annual Level Premium = $ 8,960.00

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

This policy is issued in a select (nonsmoker) rate class on John J. Doe and
in a select (nonsmoker) rate class on Jane J. Doe.

DIRECT BENEFICIARY JANE M. DOE, DAUGHTER OF THE INSURED
OWNER JOHN J. DOE, THE INSURED

INSURED John J. Doe AGE AND SEX 35 Male
Jane J. Doe 35 Female
POLICY DATE December 31, 1998 POLICY NUMBER 10 000 000

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

RR.VJL.(1298) Page 3

POLICY NUMBER 10 000 000

SCHEDULE OF CHARGES

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

1. Sales Load:

Policy Years 1 Policy Years
Premium Paid - 10 after 10
------------ ---------------------------------

Up to $ $7,120.00 6.4% 2.4%
In Excess of $ 7,120.00 2.4% 2.4%

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

3. Premium Tax Charge 2.35% of premium

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

Monthly Policy Charge (Section 7.2):

The maximum monthly Administrative Charge is $7.50.

The maximum monthly Underwriting and Issue Charge is $15.00. There is no
charge after the tenth policy year.

The maximum monthly Mortality and Expense Risk Charge during the first ten
policy years is the sum of .075% of Policy Value less policy debt, plus
$11.67. The maximum monthly Mortality and Expense Risk Charge after the
first ten policy years is .075% of Policy Value less policy debt.

The maximum monthly Deferred Sales Charge is $44.50. There is no charge
after the tenth policy year.

RR.VJL.(1298) Page 4

POLICY NUMBER 10 000 000

SCHEDULE OF CHARGES (continued)

Maximum Transaction Charges:

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

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

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

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

Surrender Charge (Section 8.3):

The surrender charge percentage is 50% during the first policy year; this
percentage is decreased by 0.462963% on each monthly processing date during
the second through tenth policy years.

The maximum surrender charge is $3,560.00 during the first policy year;
this charge is decreased by $32.96 on each monthly processing date during
the second through tenth policy years.

There is no surrender charge after the tenth policy year.

RR.VJL.(1298) Page 5

POLICY NUMBER 10 000 000

TABLE OF GUARANTEED MAXIMUM COST OF INSURANCE RATES
MONTHLY RATES PER $1,000.00
(Section 7.3)

Policy Monthly Rate Policy Monthly Rate Policy Monthly Rate
Year Year Year

1 .00021 26 .16877 51 9.14987
2 .00067 27 .19882 52 10.36448
3 .00121 28 .23560 53 11.65487
4 .00186 29 .28104 54 13.00037
5 .00266 30 .33649 55 14.41268

6 .00360 31 .40202 56 15.89204
7 .00476 32 .47841 57 17.45991
8 .00613 33 .56575 58 19.15688
9 .00775 34 .66447 59 21.05478
10 .00962 35 .77774 60 23.36818

11 .01184 36 .91157 61 26.51705
12 .01443 37 1.08075 62 31.35472
13 .01748 38 1.26820 63 39.59522
14 .02104 39 1.50766 64 54.65267
15 .02522 40 1.79530 65 83.33333

16 .03014 41 2.13054 After 65 .00000
17 .03602 42 2.51400
18 .04311 43 2.94442
19 .05167 44 3.42118
20 .06184 45 3.95359

21 .07386 46 4.55879
22 .08791 47 5.25323
23 .10398 48 6.05601
24 .12221 49 6.98106
25 .14352 50 8.01516

The monthly rates shown above are based on the appropriate Commissioners 1980
Standard Ordinary Smoker and/or Nonsmoker Mortality Table for the sex and class
of the Insureds.

RR.VJL.(1298) Page 6

POLICY NUMBER 10 000 000

GUIDELINE PREMIUM/CASH VALUE CORRIDOR PERCENTAGES

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

Policy Policy Policy
Year Corridor % Year Corridor % Year Corridor %

1 250 26 130 51 105
2 250 27 128 52 105
3 250 28 126 53 105
4 250 29 124 54 105
5 250 30 122 55 105

6 250 31 120 56 105
7 243 32 119 57 104
8 236 33 118 58 103
9 229 34 117 59 102
10 222 35 116 60 101

11 215 36 115 After 60 100
12 209 37 113
13 203 38 111
14 197 39 109
15 191 40 107

16 185 41 105
17 178 42 105
18 171 43 105
19 164 44 105
20 157 45 105

21 150 46 105
22 146 47 105
23 142 48 105
24 138 49 105
25 134 50 105

RR.VJL.(1298) Page 7

POLICY NUMBER 10 000 000

SEPARATE ACCOUNT DIVISIONS
(Section 6)

Money Market Division
Select Bond Division
High Yield Bond Division
Balanced Division
Index 500 Stock Division
Growth & Income Stock Division
Growth Stock Division
International Equity Division
Aggressive Growth Stock Division

The Initial Allocation Date is January 15, 1999.

RR.VJL.(1298) Page 8

SECTION 1. THE CONTRACT

1.1 LIFE INSURANCE BENEFIT

The Northwestern Mutual Life Insurance Company will pay a benefit on the
death of the second of the Insureds to die (the "second death") while this
policy is in force. No benefit is payable on the death of the first of the
Insureds to die. Subject to the terms and conditions of the policy:

- payment of the death proceeds will be made after proof of the deaths
of both Insureds is received at the Home Office; and
- payment will be made to the beneficiary or other payee under Section
10.

The amount of the death proceeds will be:

- the death benefit (Section 3.1); less
- the amount of any policy debt (Section 9.3); less
- any Monthly Policy Charges due and unpaid if the second death occurs
during the grace period (Section 4.5).

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

The Company will pay interest on the death proceeds from the date of the
second death until the proceeds are paid. Interest will be at an annual
effective rate of not less than 2%, or at any higher rate required by state law.

1.2 NOTICE AND PROOF OF DEATH

Written notice and proof of the death of each Insured must be given to the
Company as soon as reasonably possible after each death.

RR.VJL.(1298) 9

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

1.4 INCONTESTABILITY

In issuing the insurance, the Company has relied on the application. While
the insurance is contestable, the Company, on the basis of a material
misstatement in the application, may rescind the insurance or deny a claim.

The Company will not contest insurance under this policy after that
insurance has been in force, during the lifetime of at least one Insured, for
two years from the Date of Issue or for two years from the effective date of a
reinstatement (Section 4.6). An increase in the amount of insurance after the
Date of Issue, which occurred upon the request of the Owner and was subject to
the Company's insurability requirements, will be incontestable after the
increase has been in force, during the lifetime of at least one Insured, for two
years from the effective date of the increase.

1.5 SUICIDE

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

1.6 POLICY DATE AND DATE OF ISSUE

Monthly processing dates and policy months, years and anniversaries are
computed from the Policy Date. The contestable and suicide periods begin with
the Date of Issue. These dates are shown on page 3. The Date of Issue for any
insurance issued under Specified Amount Changes (Section 3.3) will be shown on
an amendment to the Schedule of Benefits and Premiums.

1.7 MISSTATEMENT OF AGE OR SEX

If the age or sex of either insured has been misstated, the death benefit
and Policy Value will be modified by recalculating all Monthly Policy Charges
based on the correct age and sex of the Insureds.

1.8 PAYMENTS BY THE COMPANY

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

1.9 REPORTS TO OWNER

At least once each policy year, the Company will send to the Owner:

- a statement of the death benefit, the Policy Value, and any policy
debt, including loan interest.
- a report of the Separate Account, including financial statements.
- any other information required by law.
SECTION 2. OWNERSHIP

2.1 THE OWNER

The Owner is named on page 3. The Owner, the Owner's successor or the
Owner's transferee may exercise policy rights without the consent of any
beneficiary, except to the extent the Owner's rights are restricted by a
designation of an irrevocable beneficiary. After the second death, policy
rights may be exercised only as provided in Section 10.

2.2 TRANSFER OF OWNERSHIP

The Owner may transfer the ownership of this policy. Written proof of
transfer satisfactory to the Company must be received at its Home Office. The
transfer will then take effect as of the date that it was signed. The Company
may require that the policy be sent to it for endorsement to show the transfer.

2.3 COLLATERAL ASSIGNMENT

The Owner may assign this policy as collateral security. The Company is
not responsible for the validity or effect of the collateral assignment. The
Company will not be responsible to an assignee for any payment or other action
taken by the Company before receipt of the assignment in writing at its Home
Office.

The interest of any beneficiary will be subject to any collateral
assignment made either before or after the beneficiary is named, unless the
beneficiary was designated an irrevocable beneficiary before the assignment.

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

RR.VJL.(1298) 10

SECTION 3. DEATH BENEFIT
3.1 DEATH BENEFIT OPTIONS

This policy provides for three death benefit options prior to the Age 100
Date. The option in effect and the Age 100 Date are shown on page 3.

SPECIFIED AMOUNT (OPTION A) - The death benefit before the Age 100 Date is the
greater of:

- the Specified Amount; or
- the Minimum Death Benefit.

SPECIFIED AMOUNT PLUS POLICY VALUE (OPTION B) - The death benefit before the
Age 100 Date is the greater of:

- the Specified Amount plus the Policy Value; or
- the Minimum Death Benefit.

SPECIFIED AMOUNT PLUS PREMIUMS PAID
(OPTION C) - The death benefit before the Age 100 Date is the greater of:

- the Specified Amount plus the sum of the premiums paid; or
- the Minimum Death Benefit.

MINIMUM DEATH BENEFIT. The Minimum Death Benefit is the amount required to
maintain this policy as a life insurance contract for federal tax purposes. The
test used for determining compliance with the federal tax definition of a life
insurance contract is shown on page 3 and will be either:
(1) the Guideline Premium/Cash Value Corridor Test: in that case, the Minimum
Death Benefit equals the greater of the Policy Value multiplied by the
corridor percentage shown on page 7 for the current policy year or the
minimum amount required to maintain this policy as a life insurance
contract for federal tax purposes; or
(2) the Cash Value Accumulation Test: in that case, the Minimum Death Benefit
equals the greater of the Policy Value divided by the Net Single Premium
shown on page 7 for the current policy year or the minimum amount required
to maintain this policy as a life insurance contract for federal tax
purposes.
AGE 100 DATE AND LATER. The death benefit on and after the Age 100 Date will
be the greater of the Policy Value or the minimum amount required to maintain
this policy as a life insurance contract for federal tax purposes.

3.2 DEATH BENEFIT OPTION CHANGES

Subject to approval by the Company, the Owner may change the death benefit
option upon written request. This change will be effective on the first monthly
processing date following receipt of the request at the Home Office. The
Company reserves the right to charge for a death benefit option change. This
charge will be deducted from the Policy Value and will not exceed the amount
shown on page 5. A change will not be allowed if the Specified Amount following
a change would be less than the minimum amount the Company would issue at the
time of change.

CHANGES TO OPTION A. The death benefit option may be changed to Option A at
any time before the Age 100 Date. On the effective date of change, the
Specified Amount will be changed as follows:
(1) If the change is from Option B to Option A, the Specified Amount after the
change will be equal to the Specified Amount before the change plus the
Policy Value on the effective date of the change.
(2) If the change is from Option C to Option A, the Specified Amount after the
change will be equal to the Specified Amount before the change plus the sum
of the premiums paid as of the effective date of the change.

CHANGES TO OPTION B OR OPTION C. The death benefit option may be changed to
Option B or Option C at any time before the policy anniversary nearest the older
Insured's 85th birthday provided the following requirements are met:

- both Insureds are alive;
- evidence of insurability is given that is satisfactory to the Company;
and
- under the Company's underwriting standards, both Insureds are in the
same underwriting classification as, or in a better underwriting
classification than, they were in on the Date of Issue.

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

RR.VJL.(1298) 11

3.3 SPECIFIED AMOUNT CHANGES
The Owner may change the Specified Amount upon written request subject to
approval by the Company. This change will be effective on the first monthly
processing date following receipt of the request at the Home Office. The
Company reserves the right to charge for more than one Specified Amount change
in a policy year. This charge will be deducted from the Policy Value and will
not exceed the amount shown on page 5.

INCREASES. An increase will be made only if, at the time applied for, the
following requirements are met:

- both Insureds are alive;
- the insurance in force, as increased, will be within the Company's
issue limits;
- the increase request is received prior to the policy anniversary
nearest the older Insured's 85th birthday;
- evidence of insurability is given that is satisfactory to the Company;
and
- under the Company's underwriting standards, both Insureds are in the
same underwriting classification as, or in a better underwriting
classification than, they were in on the Date of Issue.

DECREASES. A decrease will not be allowed if the Specified Amount following the
decrease would be less than the minimum amount the Company would issue at the
time of change. For the purposes of incontestability and suicide provisions
(Section 1.4 and Section 1.5), a decrease in Specified Amount will first reduce
any past increases in the reverse order in which they occurred and then reduce
the Specified Amount originally issued.
SECTION 4. PREMIUMS, TRANSFERS AND REINSTATEMENT

4.1 PREMIUM PAYMENT

Premiums may be paid to the Company at any time on or before the Final
Premium Date shown on page 3. All premiums after the first are payable at the
Home Office or to an authorized agent. A receipt signed by an officer of the
Company will be furnished on request. The minimum premium the Company will
accept is shown on page 3. Other premium limitations are described in
Section 4.4.

4.2 NET PREMIUM

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

- the premium paid; less
- the Premium Expense Charge.

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

4.3 ALLOCATION OF NET PREMIUMS
AND SUBSEQUENT TRANSFERS

For premiums paid to the Company prior to the Initial Allocation Date, the
net premiums will be allocated to the Money Market Division on the date the
premiums are received in the Home Office. The Initial Allocation Date is shown
on page 8.

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

On or after the Initial Allocation Date, the Owner may transfer the amounts
invested in any of the Divisions. The transfer will take effect on the date a
written request is received in the Home Office. The Company reserves the right
to charge for more than twelve transfers in a policy year. This charge will be
deducted from the Policy Value and will not exceed the amount shown on page 5.

RR.VJL.(1298) 12

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

- both Insureds are alive;
- the insurance in force, as increased, will be within the Company's
issue limits;
- the premium payment is received prior to the policy anniversary
nearest the older Insured's 85th birthday;
- evidence of insurability is given that is satisfactory to the Company;
and
- under the Company's underwriting standards, both Insureds are in the
same underwriting classification as, or in a better underwriting
classification than, they were in on the Date of Issue.

If the Definition of Life Insurance Test shown on page 3 is the Guideline
Premium/Cash Value Corridor Test, then the Company will not accept any premium
that disqualifies this policy as a life insurance contract for federal tax
purposes. Further, the Company reserves the right to make distributions or
refunds of excess premium (with interest as required by the federal tax law)
from this policy as necessary to continue to qualify the policy as a life
insurance contract for federal tax purposes.

4.5 GRACE PERIOD

A grace period of 61 days will be allowed for the payment of sufficient
premium to keep the policy in force if the cash value on a monthly processing
date is less than the current Monthly Policy Charge; however, no premium will be
accepted after the Final Premium Date shown on page 3. The minimum premium that
must be paid is three times the Monthly Policy Charge due when the insufficiency
occurred.

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

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

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

4.6 REINSTATEMENT

CONDITIONS. If this policy has terminated under Section 4.5, it may be
reinstated upon receipt at the Home Office of:

- an application for reinstatement within three years after the end of
the grace period; and
- a reinstatement premium equal to or greater than the minimum
reinstatement premium.

In addition, the Company's insurability requirements must be met.

This policy may not be reinstated:

- if the policy was surrendered for its cash value; or
- if either of the Insureds died after the end of the grace period.

MINIMUM REINSTATEMENT PREMIUM. The minimum premium needed to reinstate the
policy is:

- the sum of all Monthly Policy Charges (Section 7.2) that were due and
unpaid before the end of the grace period; plus
- three times the Monthly Policy Charge due on the effective date of
reinstatement.

INSURABILITY REQUIREMENTS. These requirements are:

- evidence of insurability is given that is satisfactory to the Company;
and
- under the Company's underwriting standards, both Insureds are in the
same underwriting classification as, or in a better underwriting
classification than, they were in on the Date of Issue, or if only one
Insured was alive at the end of the grace period, that Insured is in
the same underwriting classification as, or in a better underwriting
classification than, that Insured was in on the Date of Issue.

EFFECTIVE DATE OF REINSTATEMENT. If the Company approves the application for
reinstatement, the effective date of reinstatement will be the first monthly
processing date following receipt at the Home Office of the reinstatement
application.

On the effective date of reinstatement, the Policy Value will be equal to:

- the reinstatement premium paid, less the Premium Expense Charge; plus
- any policy debt as of the end of the grace period; less
- the sum of all Monthly Policy Charges that were due and unpaid before
the end of the grace period; less
- the Monthly Policy Charge due on the effective date of reinstatement.

On the effective date of reinstatement, the Policy Value, less any policy debt
that is not repaid, will be allocated to the Divisions of the Separate Account
according to the allocation in effect at the end of the grace period.

RR.VJL.(1298) 13

SECTION 5. DIVIDENDS
5.1 ANNUAL DIVIDENDS

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

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

5.2 USE OF DIVIDENDS

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

5.3 DIVIDEND AT DEATH

If a dividend is payable for the period from the beginning of the policy
year to the date of the second death, the dividend is payable as part of the
policy proceeds.
SECTION 6. THE SEPARATE ACCOUNT

6.1 DESCRIPTION

Northwestern Mutual Variable Life Account (the Separate Account) is
registered as a unit investment trust under the Investment Company Act of 1940.
The Separate Account has several Divisions, as shown on page 8. Assets of the
Separate Account are invested in shares of Northwestern Mutual Series Fund, Inc.
(the Fund). The Fund is registered under the Investment Company Act of 1940 as
an open-end, diversified investment company. The Fund has one Portfolio for
each Division. Assets of each Division of the Separate Account are invested in
shares of the corresponding Portfolio of the Fund. Shares of the Fund are
purchased for the Separate Account at their net asset value. The Company may
make available additional Divisions and Portfolios.

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

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

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

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

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

- the Separate Account or a Division may be operated as a management
company under the Investment Company Act of 1940, or in any other form
permitted by law, if deemed by the Company to be in the best interest
of the policyowners.
- the Separate Account may be deregistered under the Investment Company
Act of 1940 in the event registration is no longer required.
- the provisions of this and other policies may be modified to comply
with any other applicable federal or state laws.

In the event of a substitution or change, the Company may make appropriate
endorsement of this and other policies having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change.

6.2 VALUATION DAY AND
VALUATION PERIOD

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

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

RR.VJL.(1298) 14

SECTION 7. DETERMINATION OF VALUES
7.1 POLICY VALUE

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

- any increase due to investment results as described in Section 7.4 for
the portion of the Policy Value invested in Divisions with a positive
rate of return for the current valuation period;
- interest on the policy debt at an annual effective rate of 5%;
- the net premium, if a premium is paid;
- any policy dividend directed to increase the Policy Value; and
minus any of these items applicable on that day:
- any decrease due to investment results as described in Section 7.4 for
the portion of the Policy Value invested in Divisions with a negative
rate of return for the current valuation period;
- the Monthly Policy Charge;
- any withdrawals; and
- any transaction charges that may result from a withdrawal, a transfer,
a change in the Specified Amount or a change in the death benefit
option.

The Monthly Policy Charge, any withdrawals, and any transaction charges
will be deducted from the Policy Value. The deduction will be allocated to each
Division in proportion to the amounts in each Division.

7.2 MONTHLY POLICY CHARGE

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

- the Administrative Charge;
- the Underwriting and Issue Charge;
- the Mortality and Expense Risk Charge;
- the Deferred Sales Charge;
- the Cost of Insurance Charge; and
- if there is policy debt, a charge for expenses and taxes associated
with that debt.

The maximum Administrative, Underwriting and Issue, Mortality and Expense
Risk, and Deferred Sales charges are shown on page 4.

7.3 COST OF INSURANCE CHARGE

A Cost of Insurance Charge is deducted from the Policy Value on each
monthly processing date as part of the Monthly Policy Charge. The Cost of
Insurance Charge is the cost of insurance rate times the net amount at risk.
The maximum cost of insurance rates are shown on page 6. The net amount at risk
is (a) minus (b) where:
(a) is the death benefit on the monthly processing date (after deduction
of the Administrative Charge, the Underwriting and Issue Charge, the
Mortality and Expense Risk Charge, the Deferred Sales Charge, and, if
there is policy debt, a charge for expenses and taxes associated with
that debt) divided by 1.0032737; and
(b) is the Policy Value on the monthly processing date, after deduction of
the Administrative Charge, the Underwriting and Issue Charge, the
Mortality and Expense Risk Charge, the Deferred Sales Charge, and, if
there is policy debt, a charge for expenses and taxes associated with
that debt.

7.4 INVESTMENT RESULTS

Investment results are reflected in the Policy Value each valuation period.
The investment results for each Division of the Policy Value equal the
Division's share of the Policy Value at the end of the previous valuation period
times the rate of return for that Division for the current valuation period.

The rate of return of a Division for a valuation period is obtained by
dividing the result of (a) minus (b) by (b) where:
(a) is the sum of:

- the value of a share of the corresponding Portfolio of the Fund
at the close of the current valuation period; plus
- the per share amount of any investment income and capital gains
distributed by the Fund for the current valuation period; and

(b) is the value of the share at the close of business for the immediately
preceding valuation period.
The rate of return and corresponding investment results may be positive or
negative. If the rate of return is positive, there will be an increase in
values for the Division; if it is negative, there will be a decrease in values
for the Division.

RR.VJL.(1298) 15

SECTION 8. CASH VALUE AND SURRENDER
8.1 CASH VALUE

The cash value of this policy is equal to:

- the Policy Value; less
- the surrender charge; less
- any policy debt.

8.2 SURRENDER

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

8.3 SURRENDER CHARGE

There is a surrender charge if this policy is surrendered during the first
ten policy years. The surrender charge is a percentage of the total premiums
paid during the first policy year, subject to the maximum surrender charge. The
surrender charge percentage and maximum surrender charge are shown on page 5.

8.4 BASIS OF VALUES

A detailed statement of the method of calculation of all values for this
policy has been filed with the insurance supervisory official of the state in
which this policy is delivered. All values are at least as great as those
required by that state.

8.5 DEFERRAL OF PAYMENTS

The Company reserves the right:

- to defer determination of the cash value and payment of the cash
value;
- to defer payment of a loan or withdrawal; and
- to defer determination of a change in the amount of variable insurance
or other variable amounts payable on the second death, and, if such
determination has been deferred, to defer payment of the death
benefit;
during any period when:
- the New York Stock Exchange is closed or trading on the New York Stock
Exchange is restricted as determined by the SEC; or
- the SEC declares that an emergency exists as a result of which the
sale or determination of investment results is not reasonably
practicable; or
- the SEC, by order, permits deferral for the protection of the
Company's policyowners.

RR.VJL.(1298) 16

SECTION 9. LOANS AND WITHDRAWALS
9.1 POLICY LOANS

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

On the date a loan is made, the amount of the loan will be transferred from
the Separate Account to the general account of the Company. This amount will be
deducted from each Division in proportion to the amounts in each Division. On
the date a loan repayment is made, or the date accrued interest is paid, the
amount of the payment will be transferred from the general account of the
Company to the Separate Account. This amount will be allocated to the Divisions
of the Separate Account according to the allocation of net premiums then in
effect.

9.2 LOAN VALUE

The loan value is 90% of:

- the Policy Value on the date of the loan; less
- the surrender charge on the date of the loan.

9.3 POLICY DEBT

Policy debt consists of all outstanding loans and accrued interest. Loan
repayments may be made, or accrued interest paid, at any time. Any policy debt
will be deducted from the policy proceeds.

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

9.4 LOAN INTEREST

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

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

9.5 PARTIAL WITHDRAWALS

The Owner may withdraw a portion of the cash value. However, the Owner may
not:

- withdraw an amount which would reduce the loan value to less than the
policy debt;
- withdraw an amount which would reduce the death benefit to less than
the minimum amount the Company would issue on this plan of insurance
at the time of withdrawal;
- withdraw an amount which would reduce the cash value to less than
three times the most recent Monthly Policy Charge;
- withdraw less than the minimum withdrawal amount shown on page 3; or
- make more than four withdrawals in a policy year.

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

- the amount of the withdrawal; or

- the excess, if any, of the Specified Amount for Option A or the
Specified Amount plus the sum of the premiums paid for Option C, over
the result of (a) minus (b) where:
(a) is the death benefit immediately prior to the withdrawal; and
(b) is the amount of the withdrawal.

The Company reserves the right to charge for withdrawals. This charge
will be deducted from the Policy Value and will not exceed the amount shown on
page 5.

SECTION 10. BENEFICIARIES

10.1 DEFINITION OF BENEFICIARIES

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

10.2 NAMING AND CHANGE OF BENEFICIARIES

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

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

EFFECTIVE DATE. A naming or change of a beneficiary will be made on receipt at
the Home Office of a written request that is acceptable to the Company. The
request will then take effect as of the date that it was signed. The Company is
not responsible for any payment or other action that is taken by it before the
receipt of the request. The Company may require that the policy be sent to it
to be endorsed to show the naming or change.

10.3 SUCCESSION IN INTEREST OF
BENEFICIARIES

DIRECT BENEFICIARIES. The proceeds of this policy will be payable in equal
shares to the direct beneficiaries who survive and receive payment. If a direct
beneficiary dies before receiving the direct beneficiary's share, that share
will be payable in equal shares to the other direct beneficiaries who survive
and receive payment.

CONTINGENT BENEFICIARIES. At the death of all of the direct beneficiaries, the
proceeds will be payable in equal shares to the contingent beneficiaries who
survive and receive payment. If a contingent beneficiary dies before receiving
the contingent beneficiary's share, that share will be payable in equal shares
to the other contingent beneficiaries who survive and receive payment.

FURTHER PAYEES. At the death of all of the direct and contingent beneficiaries,
the proceeds will be paid:

- in equal shares to the further payees who survive and receive payment;
or
- if no further payees survive and receive payment, to the estate of the
last to die of all of the direct and contingent beneficiaries who
survive both Insureds.

OWNER OR THE OWNER'S ESTATE. If no beneficiaries are alive on the date of the
second death, the proceeds will be paid to the Owner or to the Owner's estate.

10.4 GENERAL

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

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

RR.VJL.(1298) 17

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 E. WISCONSIN AVENUE, MILWAUKEE, WISCONSIN 53202

JOINT LIFE PROTECTION INSURANCE APPLICATION ------------------------------------
POLICY NUMBER

- -----------------------------------------------------------------------------------------------------------------------------------
/ / Companion policies / / Life & Disability Application / / LTC Application Plan Group Number
/ / APB Option / / Exam (NM, PME, MD) in Home Office
------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

FIRST INSURED (YOUNGER)
ON PAGES 1,2,3 AND 4, "INSURED" REFERS TO THE FIRST INSURED.
- -----------------------------------------------------------------------------------------------------------------------------------
Has an application or informal inquiry ever been made to Northwestern Mutual Life for annuity, life,
long term care, or disability insurance on the life of the insured? / / Yes /X/ No If yes, the last policy number is
---------
1. A. /X/ Mr. / / Mrs. / / Ms. / / Dr. / / Other B. /X/ MALE
----------------- / / FEMALE
NAME: JOHN J DOE
---------------------------------------------------------
(FIRST, MIDDLE INITIAL, LAST)
- -----------------------------------------------------------------------------------------------------------------------------------
C. BIRTHDATE: (MONTH, DAY, YEAR) D. STATE OF BIRTH (or Foreign Country): E. TAXPAYER IDENTIFICATION NUMBER:
12 /31 / 1963 Wisconsin # ###-##-####
---------------------------- ----------------------------------- ------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
F. PRIMARY RESIDENCE: STREET OR PO BOX: 1234 Main Street
---------------------------------------------------------------------------
CITY, STATE, ZIP (Country if other than U.S.A.): Milwaukee, WI 53200
---------------------------------------------------------------------------
E-MAIL ADDRESS:
---------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

APPLICANT
- -----------------------------------------------------------------------------------------------------------------------------------
2. Select ONLY ONE: /X/ First Insured @ First Insured's address / / Other (Complete A, B and C)
A. / / Mr. / / Mrs. / / Ms. / / Dr. / / Other
-----------------
PERSONAL
NAME: / / MALE
--------------------------------------------------------------- / / FEMALE
(FIRST, MIDDLE INITIAL, LAST)
BIRTHDATE: | |
-------------------------
MONTH DAY YEAR
OR BUSINESS/TRUST
NAME:
---------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
B. TAXPAYER IDENTIFICATION NUMBER: C. DAYTIME TELEPHONE NUMBER:
Area Code ( )
-------------------------------------- ----------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Send premium and other notices regarding this policy to:
D. ADDRESS: /X/ First Insured's Address / / Applicant's Address OR

STREET OR PO BOX:
----------------------------------------------------------------------------
CITY, STATE, ZIP (Country if other than U.S.A.):
----------------------------------------------------------------------------
E-MAIL ADDRESS:
----------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

90-1 JCL (0198) 90-1934-50 (page 1)

- ------------------------------------------------------------------------------------------------------------------------
CAUTION: A MINOR OWNER CANNOT EXERCISE POLICY RIGHTS.

4. Select ONLY ONE: /X/ First Insured (Complete C only) / / Applicant (Complete C only)
/ / Other (Complete A, B and C) / / See attached supplement form

A. / / Mr. / / Mrs. / / Dr. / / Other
---------------------

PERSONAL / / MALE
NAME: / / FEMALE
----------------------------------------------------
(FIRST MIDDLE INITIAL LAST)

RELATIONSHIP TO INSURED: BIRTHDATE: | |
---------------------------------- ---------------------
OR BUSINESS/TRUST MONTH DAY YEAR
NAME:
----------------------------------------------------

RELATIONSHIP TO INSURED:
------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
B. TAXPAYER IDENTIFICATION NUMBER:
--------------------------
- ------------------------------------------------------------------------------------------------------------------------
C. ADDRESS: /X/ First Insured's Address / / Applicant's Address / / Premium Payer's Address OR
STREET OR PO BOX:
-----------------------------------------------------------------
CITY, STATE, ZIP (Country if other than U.S.A.):
-----------------------------------------------------------------
E-MAIL ADDRESS:
-----------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------

5.-7. (Reserved)

SPECIAL DATE (COMPLETE THIS SECTION ONLY IF A SPECIAL POLICY DATE IS BEING REQUESTED)
- ------------------------------------------------------------------------------------------------------------------------
8. A. Prepaid: / / Short-Term - Policy Date will coincide with ISA Payment Date (For monthly ISA only)

/ / Short-Term to: | | / / Backdate to | |
--------------------- ---------------------
MONTH DAY YEAR MONTH DAY YEAR

B. Nonprepaid: / / Specified future date: | | / / Backdate to | |
--------------------- ---------------------
MONTH DAY YEAR MONTH DAY YEAR
- ------------------------------------------------------------------------------------------------------------------------

POLICY APPLIED FOR
- ------------------------------------------------------------------------------------------------------------------------
9. Joint Life Protection (See attached supplement)

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

11. Shall the PREMIUM LOAN provision, if available, become operative according to its terms? /X/ Yes / / No

12.-13. (Reserved)

14. PREMIUM FREQUENCY: /X/ Annually / / Semiannually / / Quarterly
- ------------------------------------------------------------------------------------------------------------------------

BENEFICIARY
- ------------------------------------------------------------------------------------------------------------------------
15. A. DIRECT BENEFICIARY
First, Middle Initial, Last Relationship to Insured
(1) Mary J. Doe Daughter
----------------------------------------------------------------------------------- -----------------------
(2)
----------------------------------------------------------------------------------- -----------------------
(3)
----------------------------------------------------------------------------------- -----------------------
Business organization or trust
--------------------------------------------------------- -----------------------

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

B. CONTINGENT BENEFICIARY:
First, Middle Initial, Last Relationship to Insured

(1)
----------------------------------------------------------------------------------- -----------------------
(2)
----------------------------------------------------------------------------------- -----------------------
(3)
----------------------------------------------------------------------------------- -----------------------

Box (1) or (2) may be selected to include all of the children or brothers and sisters without naming them, or to
add to the contingent beneficiaries named. Box (3) may be selected to provide for the children of a deceased
contingent beneficiary; use only if contingent beneficiaries are named and/or Box (1) or (2) is checked.
NOTE: The word "children" includes child and any legally adopted child.

/X/ (1) and all (other) children of the Insured.

/ / (2) and all (other) brothers and sisters of the Insured born of the marriage of or legally adopted
by and before the Insured's death.
-------------------------- -----------------------------

/ / (3) any amount that would have been paid to a deceased contingent beneficiary, if living, will be paid in one
sum and in equal shares to the children of that contingent beneficiary who survive and receive payment.

C. FURTHER PAYEES
First, Middle Initial, Last Relationship to Insured

D. / / SEE ATTACHED SUPPLEMENT FORM (To be used in place of designations above.)
- ------------------------------------------------------------------------------------------------------------------------

90-1 JCL (0198) (page 2)

16. (Reserved)

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

INSURANCE HISTORY
- ---------------------------------------------------------------------------------------------------------------------------
18. Has the insured ever had life, disability or health insurance declined, rated, modified, issued with
an exclusion rider, cancelled, or not renewed? If yes, explain in REMARKS. / / Yes /X/ No

19. When was the Insured's last examination or application for life, disability or accidental death insurance?
Month Year Company
--------------- ------------ --------------------------------------------------- OR /X/ NONE

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

LIFE INSURANCE AMOUNTS
-----------------------------------------------------------------------------------------------------------------------
Company Name Ind/Grp In Force Pending Contemplated Accidental
Amount Amount Amount Death Amount
-----------------------------------------------------------------------------------------------------------------------

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

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

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

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

The agent must:

- submit required papers and sale materials AND

- provide required disclosure notices to the applicant.

The applicant must answer the questions:

- on the Definition of Replacement Supplement AND

- A, B, and C below.

Will this insurance:

A. replace Northwestern Mutual Life? / / Yes /X/ No

B. replace other Companies? / / Yes /X/ No

C. result in 1035 exchange? / / Yes /X/ No

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

22. (Reserved)

REMARKS
- ---------------------------------------------------------------------------------------------------------------------------

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

90-1 JCL (0198) (page 3)

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

PERSONAL HISTORY QUESTIONNAIRE - FIRST INSURED
- -----------------------------------------------------------------------------------------------------------------------------------
23. Insured's Marital Status: / / Single, Widowed or Divorced /X/ Married

24. a. Insured is a citizen of: /X/ U.S.A. / / Other
If other: Type of Visa: Visa Number:
------------------- ----------------
b. How many years has the insured resided in the U.S.A. immediately prior to completing this application? 35 years
------

25. Does the Insured regularly travel outside the U.S.A. or have plans to leave the U.S.A. for travel or
residence? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ./ /Yes /X/ No
If yes, explain in the chart below.

-------------------------------------------------------------------------------------------------------------------------------
Destination Number of Trips Duration of Departure Date Purpose of Trip
(List all Cities and Countries) Last 12 Next 12 Each Trip (Month/Year)
Months Months (No. of Days)
-------------------------------------------------------------------------------------------------------------------------------

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

26. a. What is the Insured's occupation(s)? Attorney
---------------------------------------------------------------------------------------
What are the Insured's duties? Office Duties
---------------------------------------------------------------------------------------------
b. Employer's Name: ABC Corporation
-----------------------------------------------------------------------------------------------------------
Address: 1000 Company Ave.
------------------------------------------------------------------------------------------------------------
City, State, Zip Code: Milwaukee, WI 53200
-----------------------------------------------------------------------------------------------------
c. How long has the insured been employed? 7 years (if less than 2
years, explain in REMARKS) ----------

QUESTIONS 27 THROUGH 30 ARE NOT REQUIRED IF THE INSURED IS UNDER AGE 16.

27. Is the Insured a member of, or does the Insured plan on joining any branch of, the Armed
Forces or reserve military unit? If yes, complete the Military Section . . . . . . . . . . . . . . . . . . ./ / Yes /X/ No

28. Except as a passenger on a regularly scheduled flight, has the Insured flown within the
past 2 years, or does the Insured have plans to fly in the future? If yes, complete the
Aviation Section . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ./ / Yes /X/ No

29. In the past 2 years, has the Insured participated in or does the Insured have plans to
participate in: racing (automobile, snowmobile, motorcycle, boat or go-cart), underwater
or sky diving, hang gliding, bungee jumping, mountain or rock climbing, or rodeos? If yes,
complete the Avocation Section. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . ./ / Yes /X/ No

30. a. What is the Insured's automobile driver's license number? # D555-5555-5555-55 State WI
or, / / the Insured does not have a driver's license. ------------------ --------------

b. In the past 5 years, has the Insured been in a motor vehicle accident, has the Insured
been charged with a moving violation of any motor vehicle law, or has the Insured's
driver's license been restricted, suspended or revoked?
If yes, complete the chart below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ./ / Yes /X/ No

-------------------------------------------------------------------------------------------------------------------------------
Type and Details Action Accident
Date (Speeding, Reckless Driving, Driving While Intoxicated, Etc.) (Citation, Fine, Etc.) (Yes or No)
-------------------------------------------------------------------------------------------------------------------------------

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

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

REMARKS
- -----------------------------------------------------------------------------------------------------------------------------------

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

90-1 JCL (0198) (page 4)

/ / / / / / / / / / /
---------------------
POLICY NUMBER

SECOND INSURED (OLDER) / / Companion policies / /Life & Disability Application / / LTC Application / / Exam (NM, PME, MD) in Home
Office ON PAGES 5 AND 6, "INSURED" REFERS TO THE SECOND INSURED.
- ---------------------------------------------------------------------------------------------------------------------------------
Has an application or informal inquiry ever been made to Northwestern Mutual Life for annuity, life,
long term care, or disability insurance on the life of the insured? / / Yes /X/ No If yes, the last policy number is _________
1. A. / / Mr. /X/ Mrs. / / Ms. / / Dr. / / Other_________ B./ / MALE
Name: JANE J DOE /X/ FEMALE
-----------------------------------------------------------------------------------------------
FIRST MIDDLE INITIAL LAST
- ---------------------------------------------------------------------------------------------------------------------------------
C. BIRTHDATE: (MONTH, DAY, YEAR) D. STATE OF BIRTH (Or Foreign Country): E. TAXPAYER IDENTIFICATION NUMBER:
12-31-1963 Wisconsin ###-##-####
---------- -----------
- ---------------------------------------------------------------------------------------------------------------------------------
F. PRIMARY RESIDENCE: /X/ First Insured's Address OR
STREET OR PO BOX:
--------------------------------------------------------------------------
CITY, STATE, ZIP (Country if other than U.S.A.):
--------------------------------------------------------------------------
E-MAIL ADDRESS:
--------------------------------------------------------------------------
This address will be used for all of the Second Insured's policies.
- ---------------------------------------------------------------------------------------------------------------------------------

2.-9. (Reserved)

- ---------------------------------------------------------------------------------------------------------------------------------
10. If an additional benefit cannot be approved should the Company issue the policy without the benefit? / / Yes / / No
- ---------------------------------------------------------------------------------------------------------------------------------

11.-17. (Reserved)

INSURANCE HISTORY
- ---------------------------------------------------------------------------------------------------------------------------------
18. Has the Insured ever had life, disability or health insurance declined, rated, modified, issued with
an exclusion rider, cancelled, or not renewed? If yes, explain in REMARKS. / /Yes /X/ No

19. When was the Insured's last examination or application for life, disability or accidental death
insurance?
Month Year Company OR /X/ None
----------------------- ------------------------ ------------------------------

LIFE INSURANCE AMOUNTS
------------------------------------------------------------------------------------------------------------------------------
Company Name Ind/Grp In Force Pending Contemplated Accidental
Amount Amount Amount Death Amount
------------------------------------------------------------------------------------------------------------------------------

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

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

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

If "yes", this transaction is a replacement of life insurance or annuity.
The agent must:
- submit required papers and sale materials and
- provide required disclosure notices to the
applicant.

The applicant must answer the questions:
- on the Definition of Replacement Supplement and
- A, B, and C below.

Will this insurance:
A. replace Northwestern Mutual Life? / / Yes /X/ No
B. replace other Companies? / / Yes /X/ No
C. result in 1035 exchange? / / Yes /X/ No
- ---------------------------------------------------------------------------------------------------------------------------------
22. (Reserved)

REMARKS
- ---------------------------------------------------------------------------------------------------------------------------------

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

90-1 JCL (0198) (page 5)

- ---------------------------------------------------------------------------------------------------------------------------------
23. Insured's Marital Status: / / Single, Widowed or Divorced /X/ Married

24. a. Insured is a citizen of: /X/ U.S.A. / / Other
If other: Type of Visa: Visa Number:
-------------------------- -----------------
b. How many years has the Insured resided in the U.S.A. immediately prior to completing this application? 35 years
-----

------------------------------------------------------------------------------------------------------------------------------
Destination Number of Trips Duration of Departure Date Purpose of Trip
(List all Cities and Countries) Last 12 Next 12 Each Trip (Month/Year)
Months Months (No. of Days)
------------------------------------------------------------------------------------------------------------------------------

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

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

26. a. What is the Insured's occupation(s)? Housewife
--------------------------------------------------------------------------------------
What are the Insured's duties?
--------------------------------------------------------------------------------------------
b. Employer's Name:
----------------------------------------------------------------------------------------------------------
Address:
----------------------------------------------------------------------------------------------------------
City, State, Zip Code:
----------------------------------------------------------------------------------------------------
c. How long has the Insured been employed? years (If less than 2 years, explain in REMARKS)
----------

QUESTIONS 27 THROUGH 30 ARE NOT REQUIRED IF THE INSURED IS UNDER AGE 16.

27. If the Insured a member of, or does the Insured plan on joining any branch of, the Armed Forces
or reserve military unit? If yes, complete the Military Section. . . . . . . . . . . . . . . . . . . . . . ./ / Yes /X/ No

28. Except as a passenger on a regularly scheduled flight, has the Insured flown within the past 2
years, or does the Insured have plans to fly in the future? If yes, complete the Aviation Section. . . . . ./ / Yes /X/ No

29. In the past 2 years, has the Insured participated in or does the Insured have plans to participate
in: racing (automobile, snowmobile, motorcycle, boat or go-cart), underwater or sky diving, hang
gliding, bungee jumping, mountain or rock climbing, or rodeos? If yes, complete the Avocation Section. . . ./ / Yes /X/ No

30. a. What is the Insured's automobile driver's license number? # D333-3333-3333-33 State WI
or, / / the Insured does not have a driver's license. ------------------ ----

b. In the past 5 years, has the Insured been in a motor vehicle accident, has the Insured been
charged with a moving violation of any motor vehicle law, or has the Insured's driver's
license been restricted, suspended or revoked? If yes, complete the chart below . . . . . . . . . . . ./ / Yes /X/ No

-----------------------------------------------------------------------------------------------------------------------------
Type and Details Action Accident
Date (Speeding, Reckless Driving, Driving While Intoxicated, Etc.) (Citation, Fine, Etc.) (Yes or No)
-----------------------------------------------------------------------------------------------------------------------------

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

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

REMARKS
- ---------------------------------------------------------------------------------------------------------------------------------

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

90-1 JCL (0198) (page 6)

- --------------------------------------------------------------------------------
EACH INSURED CONSENTS TO THIS APPLICATION AND ATTACHED SUPPLEMENTS AND DECLARES
THAT THE ANSWERS AND STATEMENTS MADE ON THIS APPLICATION AND ATTACHED
SUPPLEMENTS ARE CORRECTLY RECORDED, COMPLETE AND TRUE TO THE BEST OF EACH
INSURED'S KNOWLEDGE AND BELIEF. ANSWERS AND STATEMENTS BROUGHT TO THE
ATTENTION OF THE AGENT, MEDICAL EXAMINER OR PARAMEDICAL EXAMINER ARE NOT
CONSIDERED INFORMATION BROUGHT TO THE ATTENTION OF THE COMPANY UNLESS STATED
IN THE APPLICATION. STATEMENTS IN THIS APPLICATION ARE REPRESENTATIONS AND
NOT WARRANTIES.

It is agreed that:

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

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

(3) No agent is authorized to make or alter contracts or to waive any of the
Company's rights or requirements.
-------------------------------------------------------------------------------
THE OWNER OF THE POLICY APPLIED FOR HEREIN CERTIFIES, UNDER PENALTIES OF
PERJURY, (1) THAT THE TAXPAYER IDENTIFICATION NUMBER GIVEN FOR THE OWNER ON
THE SECOND PAGE OF THIS APPLICATION IS THE OWNER'S CORRECT TAXPAYER
IDENTIFICATION NUMBER (OR THE OWNER IS WAITING FOR A NUMBER TO BE ISSUED) AND
(2) THE OWNER IS NOT SUBJECT TO BACKUP WITHHOLDING EITHER BECAUSE THE OWNER
HAS NOT BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE (IRS) THAT THE OWNER IS
SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A FAILURE TO REPORT ALL INTEREST
OR DIVIDENDS, OR THE IRS HAS NOTIFIED THE OWNER THAT THE OWNER IS NO LONGER
SUBJECT TO BACKUP WITHHOLDING. (SEE TAXPAYER IDENTIFICATION NUMBER
INSTRUCTIONS.)

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

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

(Signed) John J. Doe (Signed) Jane J. Doe
- -------------------------------------- -----------------------------------------
Signature of FIRST INSURED Signature of SECOND INSURED

(Signed) John J. Doe
- -------------------------------------- -----------------------------------------
Signature of APPLICANT Signature of OWNER (If other than
Applicant, First or Second Insured)

Signed by APPLICANT at Milwaukee, Milwaukee WI Date signed by APPLICANT 12 | 31 | 1998
------------------------ ----------------
CITY, COUNTY & STATE MONTH DAY YEAR

(Signed) Norm W. Western
------------------------------
Signature of LICENSED AGENT

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

INSTRUCTIONS FOR TAXPAYER IDENTIFICATION NUMBER INFORMATION

1. Under federal income tax law you will be subject to a withholding tax of
31% imposed upon certain reportable payments, if any, and to certain
penalties if you do not certify under penalties of perjury that the
Taxpayer Identification Number which you have provided us is correct and
that you are not subject to backup withholding due to notified payee
underreporting. Generally speaking, for individuals, the Taxpayer
Identification Number is the Social Security Number.

2. If you don't have a Taxpayer Identification Number, obtain Form SS-5,
Application for a Social Security Number Card, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for
a number. Write "Applied for" in the space available for your Taxpayer
Identification Number on the first page of this application. If we do not
receive your Taxpayer Identification Number within 60 days, we are required
to withhold 31% of all reportable payments, if any, thereafter made to you
until we receive a number from you.

3. If the Internal Revenue Service has notified you that you are subject to
backup withholding and you have not received notice from the Service that
backup withholding has terminated, you should strike out the language on
page 9 that you are not subject to backup withholding due to notified payee
underreporting.

90-1 JCL (0918) (page 7)

POLICY APPLICATION SUPPLEMENT FOR
FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
INSURANCE PAYABLE ON SECOND DEATH
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

INSUREDS: John J. Doe and Jane J. Doe
-------------------- ----------------------
POLICY:

Specified Amount: $ 1,000,000
--------------------------------------------
Death Benefit Option: Specified Amount (Option A)
--------------------------------------------
Definition of Life Insurance Test: Guideline Premium/Cash Value Corridor Test
--------------------------------------------
Minimum Initial Premium: $ 5,000
--------------------------------------------
Guideline Premium Maximum: $ 8,960
--------------------------------------------
Reminder Premium: $ 5,000
--------------------------------------------
Reminder Mode: Annual
--------------------------------------------

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

For Home Office Use Only

Underwriting Amount: $ 1,000,000
-----------

Illustrated Cumulative Premiums:
Years 1- 5: $ 25,000 Years 1- 15: $ 75,000
---------- -----------
Years 1- 10: $ 50,000 Years 1- 20: $ 100,000
---------- -----------

First Insured: 35, Male, Select Second Insured: 35 Female Select
------------------------- -------------------

WI
- -------

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

Illustration No. 123-456-789
90-1 VJL. Supp. (1298) Page 1 of 4 ------------------

ALLOCATION OF NET PREMIUMS
This allocation will apply to all net premiums and loan repayments. USE WHOLE
PERCENTAGES ONLY. If monthly dollar cost averaging is desired, complete both
this section and the monthly dollar cost averaging section below. Only
allocations to the Money Market Division are utilized for dollar cost averaging
purposes.

Money Market Division %
----------
Aggressive Growth Stock Division %
----------
Balanced Division %
----------
Growth and Income Stock Division %
----------
Growth Stock Division %
----------
High Yield Bond Division %
----------
Index 500 Stock Division %
----------
International Equity Division %
----------
Select Bond Division %
----------

Total 100 %
----------

MONTHLY DOLLAR COST AVERAGING
To elect monthly dollar cost averaging, choose one of the following options and
indicate the desired allocation of transfers below. USE WHOLE PERCENTAGES ONLY.

_____Option One: Transfer in monthly installments so that on the policy
anniversary the Money Market balance will be zero.

_____Option Two: Transfer a level amount of $______________until the Money
Market balance is zero.

Aggressive Growth Stock Division %
----------
Balanced Division %
----------
Growth and Income Stock Division %
----------
Growth Stock Division %
----------
High Yield Bond Division %
----------
Index 500 Stock Division %
----------
International Equity Division %
----------
Select Bond Division %
----------

Total 100 %
----------

Insureds: John J. Doe and
----------------
Jane J. Doe
----------------
Illustration No. 123-456-789
-------------------
90-1 VJL. Supp. (1298) Page 2 of 4

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

1. In addition to providing a death benefit upon the death of the second of the
Insureds, what is the purpose for the purchase?

To fund a trust. Purpose of the trust:
- ----- ------------------------------------

To supplement retirement income
- -----

To supplement education funding
- -----

Other (specify):
- ----- ---------------------------------------------------------

2. By whom will the purchase be funded?
-----------------------------------------

Annual income (all sources) of person/trust funding the purchase:$
---------

Net worth of person/trust funding the purchase: $
--------------------------

3. Applicant's experience with the following:
(If the purpose for the purchase is to fund a trust, describe the trust's or
trustee's experience)

None Up to 5 or More
5 Years Than 5 Years

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

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

Bonds
------ ------ ------

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

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

4. Describe the information the applicant has provided regarding his/her
portfolio, tax status and variable life insurance purchase objectives and needs
(if the purpose for the purchase is to fund a trust, describe the information
the trust has provided regarding its portfolio, tax status and variable life
insurance purchase objectives and needs):

Insureds: John J. Doe and
----------------
Jane J. Doe
----------------
Illustration No. 123-456-789
-------------------
90-1 VJL. Supp. (1298) Page 3 of 4

I UNDERSTAND THAT THE DEATH BENEFIT FOR A FLEXIBLE PREMIUM VARIABLE JOINT LIFE
POLICY IS VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. THE AMOUNT OF THE DEATH
BENEFIT IS NOT GUARANTEED.

I UNDERSTAND THAT THE CASH VALUE FOR A FLEXIBLE PREMIUM VARIABLE JOINT LIFE
POLICY IS VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT
EXPERIENCE OF NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT. THE AMOUNT OF THE CASH
VALUE IS NOT GUARANTEED.

I understand that any illustrations of death benefits and cash values I have
been shown demonstrate how the policy operates under a given set of assumptions
and are not estimates or guarantees of future results. Actual experience will be
different than assumed, resulting in death benefits and cash values higher or
lower than illustrated. The assumptions incorporated in an illustration include,
but are not limited to, the following: premium payment amounts and frequencies,
investment returns, expense charges, cost of insurance charges, loans, and
withdrawals.

I acknowledge receipt of the _____/_____/_____ Flexible Premium Variable
MO. DAY YR.
Joint Life Insurance Policy prospectus.

DATE: 12 / 31 / 98 SIGNATURE OF APPLICANT: (Signed) John J. Doe
---- ---- ---- ---------------------------
MO. DAY YR.

Based on the information furnished by the Applicant in this application, I
certify that I have reasonable grounds for believing the purchase of the policy
applied for is suitable for the Applicant. I further certify that a current
prospectus was delivered and that no written sales materials other than those
furnished by the Northwestern Mutual Life home office were used.

Signature of Licensed Agent: (Signed) Norm W. Western
----------------------------------------------------
(REGISTERED REPRESENTATIVE)

Based on the information furnished by the applicant in this application, I
certify that I have reasonable grounds for believing the purchase of the policy
applied for is suitable for the Applicant.

Signature of General Agent: (Signed) Norma W. Western
-----------------------------------------------------

Insureds: John J. Doe and
----------------
Jane J. Doe
----------------
Illustration No. 123-456-789
-------------------
90-1 VJL. Supp. (1298) Page 4 of 4

It is recommended that you ...

read your policy.

notify your Northwestern Mutual agent or the Company at 720 East Wisconsin
Avenue, Milwaukee, WI 53202, of an address change.

call your Northwestern Mutual agent for information--particularly on a
suggestion to terminate or exchange this policy for another policy or plan.

ELECTION OF TRUSTEES

The members of The Northwestern Mutual Life Insurance Company are its
policyholders of insurance policies and deferred annuity contracts. The members
exercise control through a Board of Trustees. Elections to the Board are held
each year at the annual meeting of members. Members are entitled to vote in
person or by proxy.

FLEXIBLE PREMIUM VARIABLE JOINT LIFE INSURANCE POLICY
INSURANCE PAYABLE ON SECOND DEATH

ELIGIBLE FOR ANNUAL DIVIDENDS

Flexible premiums.

Benefits reflect investment results.
Variable benefits described in Sections 1, 3, 6, 7 and 8.
THE DEATH BENEFIT AND CASH VALUE UNDER THIS POLICY ARE VARIABLE. THEY MAY
INCREASE OR DECREASE DAILY DEPENDING ON THE INVESTMENT RESULTS OF THE SEPARATE
ACCOUNT. THE AMOUNT OF THE DEATH BENEFIT AND THE AMOUNT OF THE CASH VALUE ARE
NOT GUARANTEED.

RR.VJL.(1298)

POLICY SPLIT PROVISION
POLICY SPLIT RIGHT. While both Insureds are alive, the Owner may exchange this
policy for two policies (the "new policies"), one on the life of each Insured,
if there is a change in federal estate tax law which results in either:

a. the repeal of the unlimited marital deduction provision; or

b. at least a 50% reduction in the maximum percentage rate set forth in
the federal estate tax schedule in effect on the Date of Issue of this
policy.

This exchange may be made without evidence of insurability.

CONDITIONS. The exchange may be made by meeting any conditions set by the
Company, including the following:

a. the Company must receive a written request from the Owner no more than
180 days after the earlier of the date of enactment of the law
repealing the unlimited marital deduction or the date of enactment of
the law reducing the maximum percentage rate of federal estate tax by
50%; and

b. any required costs are paid.

TERMS OF THE NEW POLICIES. The new policies will be issued on any life
insurance plan agreed to by the Owner and the Company. The new policies will
have the same Date of Issue and Policy Date as this policy. The new policies
will take effect on the date the written request to exchange this policy for the
new policies is received at the Home Office. This policy will terminate when
the new policies take effect.

The amount of the death benefit of each new policy will be one-half the
amount of the death benefit of this policy. The Policy Value of this policy
will be allocated to each new policy as determined appropriate by the Company.
Any policy debt will be divided between the new policies in proportion to their
cash values. Any assignment will continue on the new policies.

SECRETARY

THE NORTHWESTERN
MUTUAL LIFE

INSURANCE COMPANY

RR.VJL.PS.(1298)

HOL03 105423