The Variable Whole Life base has a premium and face amount that are guaranteed for the life of the contract, regardless of investment performance, as long as scheduled payments are made and there is no outstanding indebtedness.

The optional Additional Protection component is guaranteed for a limited period, depending upon the insured's age at issue, policy mix and the insured's sex and underwriting class. Guaranteed periods range from 7 to 46 years. After the guaranteed period expires, Additional Protection coverage may be reduced if the premium, the dividend, and the values in the policy are not enough to support it.

To prevent a reduction in coverage, the policyowner may pay an increased premium (before age 80). Annual premiums for Additional Protection are payable to age 100.

Additional premiums and lump sums may also be added, subject to insurability and at an additional cost, if added after issue.

Annual premiums for the whole life base and Additional Protection are payable until death or to age 100.

Under certain conditions, premiums may be suspended whereby the policy remains in force and certain charges ordinarily deducted from premiums will be taken from the policy value instead. Premium payments must be resumed if the policy values cannot support the premium suspension requirements.

This policy is eligible for annual dividends. Dividends are not guaranteed.

You may choose to use your policy dividends in multiple ways. Most policyowners choose to increase policy value (mandatory if Additional Protection is present with no Excess Amount). In some cases, you can choose to use your dividends to reduce premium payments, receive your dividends in cash or purchase variable paid-up additions. Dividends are not guaranteed.

Twenty-four investment choices are available to you. Eighteen are from the Northwestern Mutual Series Fund, Inc., one is from Fidelity VIP Portfolio and and five are from the Russell Insurance Funds. Each comes with its own degree of risk.

Northwestern Mutual Series Fund, Inc.

• Small Cap Growth Stock (MSA)
• Small Cap Value (MSA/T Rowe Price)
• Mid Cap Growth Stock (MSA)
• International Growth Stock (MSA)
• International Equity (MSA/Franklin Templeton)
• Mid Cap Value (MSA/Alliance Bernstein)
• Index 400 Stock (MSA)
• Focused Appreciation (MSA/Janus)*
• Growth Stock (MSA)
• Large Cap Core Stock (MSA)
• Domestic Equity (MSA/Capital Guardian)
• Equity Income (MSA/T Rowe Price)
• Index 500 Stock (MSA)
• Asset Allocation (MSA)
• Balanced (MSA)
• High Yield Bond (MSA)
• Select Bond (MSA)
• Money Market (MSA)

Fidelity VIP Portfolio

• Fidelity® VIP Mid Cap Portfolio

 Russell Investment Funds 

• Russell Aggressive Equity  
 
• Russell Non-US  
 
• Russell Multi-Style Equity  
 
• Russell Real Estate Securities  
 
• Russell Core Bond  
 

You can transfer assets among the investment divisions up to 12 times in a policy year with no charge and without any income tax ramifications.

You can also use dollar cost averaging to automatically transfer amounts in the money market division into up to nine other investment divisions. Monthly dollar cost averaging does not assure a profit or protect against a loss in a declining market.

The death benefit is comprised of a part which is guaranteed and parts which are dependent upon the performance of the divisions you choose.

The guaranteed death benefit is based on the claims-paying ability of Northwestern Mutual.

You may borrow from the cash value of your Variable CompLife® policy. Loans may be taken at a fixed 5% interest rate or a variable loan rate. The amount borrowed will not participate in market experience while the loan is outstanding.

The amount available for loan may be more or less than the total premiums paid. The amount of any outstanding policy indebtedness will reduce the death benefit paid. It will also affect your policy values and the amount of dividends you will receive.

If the policy has sufficient cash value, you may make a withdrawal from the policy. This amount is termed "Excess Amount." A fee may be charged.

The amount available for withdrawal may be more or less than the total premiums paid. Withdrawals will reduce the policy's cash value and death benefit.

Poor investment performance which follows a withdrawal of Excess Amount may require an amount to be repaid. Certain withdrawals may trigger income taxes.

Variable paid-up additions can be purchased by additional premiums, lump sums or dividends that are directed to purchase variable paid-up additions. These can be surrendered for their cash value with a corresponding reduction in death benefit.

The amount available for surrender of variable paid-up additions is not guaranteed and may be more or less than the premiums paid. Certain surrenders may trigger income taxes.

There are several nonforfeiture options available.

• Automatic Premium Loan—Money is automatically borrowed from the cash value to pay overdue premiums and interest is charged until the loan is repaid. If this option is not elected or if the loan value will not cover the premium amount, this option does not apply.

• Variable Paid-Up Insurance—The cash value of the policy minus policy debt is used as a net single premium. When the policy is changed to Variable Paid-Up, its cash value will continue to be invested in the separate account and neither the death benefit nor the cash value is guaranteed. There must be at least $5,000 of cash value at the time of lapse to qualify for Variable Paid-Up.

• Fixed Benefit Paid-Up Insurance—The cash value of the policy minus policy debt is used as a net single premium. Amounts are transferred from the separate account (investment divisions) to the company's general account and will no longer participate in the performance of the underlying investment divisions. The new fixed paid-up policy will be participating and will remain in force until the insured dies, unless it is surrendered. There must be at least $1,000 of cash value at the time of lapse to qualify for fixed paid-up.

• Cash Surrender—Elect to receive the policy's cash value by surrendering the policy. Any outstanding loan balance and accrued loan interest will be deducted from the cash value.

You should carefully consider the investment objectives, risks, expenses and charges of the investment company before you invest. Your Northwestern Mutual Investment Services Registered Representative can provide you with a contract and fund prospectus that will contain the information noted above, and other important information that you should read carefully before you invest or send money.

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