MASON STREET VARIABLE ANNUITY FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT B Net Purchase Payments accumulated in a Separate Account, assets of which are invested in shares of one or more mutual funds, or Guaranteed Interest Fund. Contract benefits...

Exhibit (b)(4)(a)(l)

The Northwestern Mutual Life Insurance Company agrees to pay the benefits provided in this contract,

subject to its terms and conditions.

Signed at Milwaukee, Wisconsin on the Issue Date.




President and CEO				Secretary

▇▇▇▇▇ STREET VARIABLE ANNUITY

FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT B

Net Purchase Payments accumulated in a Separate Account, assets of which are invested

in shares of one or more mutual funds, or Guaranteed Interest Fund.

Contract benefits payable in one sum or as variable or guaranteed monthly income.

Variable Payment Plan benefits described in Section 11.

Participating.

AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.

Right To Return Contract. Please read this contract carefully. The Owner may return the contract for any reason within ten days after receiving it. Return of the contract is effective on the date written notice of the return is delivered, mailed or sent by telegram to either The Northwestern Mutual Life Insurance Company, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or the agent who sold the contract. If returned, the contract will be cancelled and the Company will refund the sum of (a) the difference between the Purchase Payments paid and the amounts, if any, allocated to the Separate Account plus (b) the value of the Accumulation Units of the Separate Account on the effective date of return.

RR.V.B.MSNST.(0803)


CONTRACT NUMBER		00 000 000

PRIMARY ANNUITANT		▇▇▇▇ ▇. ▇▇▇

ISSUE DATE		July 31, 2003

RR. V. B. MSNST. (0803)

TABLE OF CONTENTS


CONTRACT INFORMATION, INVESTMENT ACCOUNTS		3

CHARGES AND FEES		4

MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS		4

SECTION 1. GENERAL TERMS AND DEFINITIONS		5

SECTION 2. SEPARATE ACCOUNT		6

• Separate Account		6
• Accumulation Units		6
• Net Investment Factor		7
• Substitution and Change		7

SECTION 3. GUARANTEED INTEREST FUND		8

• Guaranteed Interest Fund		8
• Accumulation Value		8
• Transfer Restrictions		8
• Maximum Guaranteed Interest Fund Accumulation Value		8
• Table of Guaranteed Values		8

SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS		9

• Payment of Purchase Payments		9
• Application of Purchase Payments		9
• Selection of Investment Account for Purchase Payments		9
• Transfer of Accumulation Value		9
• Withdrawals and Full Surrender		10
• Effective Date		10

SECTION 5. BENEFITS		10

• Maturity Benefit		10
• Death Benefit if Annuitant is an Owner		11
• Death Benefit if Annuitant is not an Owner		11

SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS		12

• Naming and Changing of Beneficiaries		12
• Succession in Interest of Beneficiaries		12
• Trustee as Beneficiary		12
• General		12
• ▇▇▇▇▇▇ and Changing a Contingent Annuitant		13

SECTION 7. CHARGES AND FEES		13

• Premium Taxes		13
• Contract Fee		13

SECTION 8. OWNERSHIP		14

• The Owner		14
• Transfer of Ownership		14
• Naming and Changing a Successor Owner		14
• Collateral Assignment		14
• Voting Rights and Reports to Owners		14

RR. V. B. MSNST. (0803)


SECTION 9. THE CONTRACT		15

• Guarantees		15
• Valuation of Separate Account Assets		15
• Determination of Separate Account Values		15
• Deferment of Benefit Payments		15
• Dividends		15
• Incontestability		15
• Misstatements		16
• Entire Contract; Changes		16
• Termination of Contract		16

SECTION 10. PAYMENT OF CONTRACT BENEFITS		16

• Payment of Benefits		16
• Death Benefit		16
• Effective Date for Payment Plan		17
• Payment Plan Elections		17

SECTION 11. PAYMENT PLANS		17

• Description of Payment Plans		17
• Allocation of Benefits		17
• Annuity Units under Variable Payment Plans		18
• Payments under Variable Payment Plans		18
• Transfers Involving Variable Payment Plans		18
• Withdrawal under Payment Plans		19
• Naming and Changing of Beneficiaries under Payment Plans		19
• Succession in Interest of Beneficiaries under Payment Plans		19
• Payment Plan Rates		20

ADDITIONAL BENEFITS (if any)

APPLICATION

ENDORSEMENTS

to be made only by the Company at the Home Office

RR. V. B. MSNST. (0803)

CONTRACT INFORMATION


CONTRACT NUMBER		00 000 000

PLAN		Flexible Payment Variable Annuity

ADDITIONAL BENEFITS		Enhanced Death Benefit

TAX REPORTING CATEGORY		Personal Annuity
PRIMARY ANNUITANT		▇▇▇▇ ▇. ▇▇▇
AGE AND SEX		35 Male
OWNER		▇▇▇▇ ▇. ▇▇▇, the Annuitant

ISSUE DATE		July 31, 2003
CONTRACT ANNIVERSARY		July 31, 2003 and each July 31 thereafter
MATURITY DATE		July 31, 2053

DIRECT BENEFICIARY		▇▇▇▇ ▇. ▇▇▇, Wife of the Annuitant

INVESTMENT ACCOUNTS

On the Issue Date, Purchase Payments and contract values may be allocated among the following Investment Accounts. Available Separate Account Divisions are subject to change. See Section 2.1.

Divisions of Separate Account B:

Select Bond Division

Franklin ▇▇▇▇▇▇▇▇▇ International Equity Division

Money Market Division

Balanced Division

Index 500 Stock Division

Aggressive Growth Stock Division

High Yield Bond Division

Growth Stock Division

Large Cap Core Stock Division

Index 400 Stock Division

Small Cap Growth Stock Division

▇▇▇▇▇▇▇ Multi-Style Equity Division

▇▇▇▇▇▇▇ Aggressive Equity Division

▇▇▇▇▇▇▇ Non-US Division

▇▇▇▇▇▇▇ Real Estate Securities Division

▇▇▇▇▇▇▇ Core Bond Division

Asset Allocation Division

International Growth Stock Division

▇. ▇▇▇▇ Price Small Cap Value Division

Capital Guardian Domestic Equity Division

AllianceBernstein Mid Cap Value Division

Janus Capital Appreciation Division

▇. ▇▇▇▇ Price Equity Income Division

Fidelity VIP Mid Cap Division

Guaranteed Accounts:

Guaranteed Interest Fund


RR. V. B. MSNST. (0803)		3		(GTY. DUAL)

CONTRACT NUMBER 00 000 000

CHARGES AND FEES

DEDUCTION FROM PURCHASE PAYMENTS:

PREMIUM TAX (See Section 7.1):

For the first Contract Year, Premium Taxes are not deducted from Purchase Payments. After the first Contract Year, the Company may deduct Premium Taxes from Purchase Payments received or benefits paid.

ANNUAL MORTALITY AND EXPENSE RISK CHARGE (See Section 2.3):

0.3 5% at Issue; 0.75% Maximum

ANNUAL CONTRACT FEE (See Section 7.2):

$3 0 charged on the contract anniversary. The contract fee will be waived if the Accumulation Value of the contract equals or exceeds $25,000 on the contract anniversary.

ENHANCED DEATH BENEFIT CHARGE

0.10% of the Enhanced Death Benefit on each contract anniversary.

TRANSFER FEE (See Sections 4.4 and 11.5):

$25 beginning with the thirteenth transfer in any Contract Year.

MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS

MINIMUM PURCHASE PAYMENT (See Section 4.1): $25

MINIMUM ACCUMULATION VALUE (See Sections 5.2 and 9.9): $2,000

MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.1): $50 Monthly Income.

GUARANTEED INTEREST FUND

GUARANTEED ANNUAL EFFECTIVE INTEREST RATE (See Section 3.2): 1.5% for rates declared during the first eight contract years, 3% thereafter. A rate less than 3% will not be declared for any period that extends beyond the ninth contract anniversary.

MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE (See Section 3.4):

$100,000


RR. V. B. MSNST. (0803)		4		(GTY. DUAL)

CONTRACT NUMBER 00 000 000

GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES

The table shows minimum guaranteed values and assumes that $5,000 of the Purchase Payment made at the time of issue and $500 of subsequent Purchase Payments made annually thereafter on each contract anniversary are allocated to the Guaranteed Interest Fund. The guaranteed values shown assume that the Accumulation Value of the contract equals or exceeds $25,000 on each contract anniversary.


End of Contract Year	July 31	Accumulation Value		Cash Value
1	2003	$	5,075	$	5,075
2	2004		5,658		5,658
3	2005		6,251		6,251
4	2006		6,852		6,852
5	2007		7,462		7,462

6	2008		8,081		8,081
7	2009		8,710		8,710
8	2010		9,348		9,348
9	2011		9,996		9,996
10	2012		10,811		10,811

11	2013		11,650		11,650
12	2014		12,515		12,515
13	2015		13,405		13,405
14	2016		14,323		14,323
15	2017		15,267		15,267

16	2018		16,240		16,240
17	2019		17,242		17,242
18	2020		18,275		18,275
19	2021		19,338		19,338
20	2022		20,433		20,433

Age 60	2027		26,422		26,422
Age 65	2032		33,365		33,365
Age 70	2037		41,413		41,413

This table is based on the guaranteed annual effective interest rate of 1.5% for the first nine contract years, 3% thereafter. Higher declared rates of interest will increase values. Values shown at the end of contract years do not reflect any Purchase Payments paid on that contract anniversary. The actual guaranteed values may differ from those shown above, depending on the amount and frequency of Purchase Payments.


RR. V. B. MSNST. (0803)		4A		(GTY. DUAL)

SECTION 1. GENERAL TERMS AND DEFINITIONS

ACCUMULATION UNIT. A unit of measure used to determine the value of the interest of this contract in the Separate Account prior to the date on which amounts are placed under a payment plan.

ACCUMULATION VALUE. The Accumulation Value of a Separate Account Division is the total value of all Accumulation Units in that Division. The Accumulation Value of the Guaranteed Interest Fund is the sum of amounts applied to the fund, plus credited interest, less amounts withdrawn or transferred from the fund. The Accumulation Value of the contract is the sum of the Accumulation Values of all Investment Accounts.

ANNUITANT. The Primary Annuitant and, upon the death of the Primary Annuitant, the Contingent Annuitant.

ANNUITY UNIT. A unit of measure used to determine the amount of variable payments under a variable payment plan and the value of the interest of a variable payment plan in the Separate Account.

BENEFICIARIES. The term “Beneficiaries” as used in this contract includes direct beneficiaries, contingent beneficiaries and further payees.

COMPANY. The Northwestern Mutual Life Insurance Company.

CONTINGENT ANNUITANT. The person who becomes the Annuitant upon the death of an Annuitant.

CONTRACT FEE. An annual charge for administration expenses made on each contract anniversary prior to the Maturity Date.

CONTRACT YEAR. The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.

DIVISION. A component of the Separate Account to which the Owner may allocate Net Purchase Payments and contract values.

GUARANTEED INTEREST FUND. The portion of the contract that is credited with a guaranteed interest rate and which is held as part of the general assets of the Company.

HOME OFFICE. The office of The Northwestern Mutual Life Insurance Company located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

INVESTMENT ACCOUNT. The Guaranteed Interest Fund and Separate Account Divisions available for allocation of Net Purchase Payments and contract values. The available Investment Accounts are listed on page 3.

ISSUE DATE. The date this contract is issued and becomes effective.

MATURITY DATE. The date upon which contract benefits will become payable. If the contract is continued in force under the Optional Maturity Date provision, the Optional Maturity Date will become the Maturity Date.

NET PURCHASE PAYMENT. A Purchase Payment less applicable Premium Taxes.

OPTIONAL MATURITY DATE. The contract anniversary nearest the Annuitant’s 90th birthday. Upon reaching the Maturity Date shown on page 3, the Owner may elect to continue the contract in force until this Optional Maturity Date.

OWNER. The person possessing the ownership rights stated in this contract.


RR. V. B. MSNST. (0803)		5

PORTFOLIOS. Mutual funds or portfolios of mutual funds in which the assets of the Separate Account are invested.

PREMIUM TAX. A tax imposed by a governmental entity when Purchase Payments are received or benefits are paid.

PRIMARY ANNUITANT. The person upon whose life this contract is initially issued.

PURCHASE PAYMENT. A payment made by or on behalf of the Owner with respect to this contract.

SEPARATE ACCOUNT. NML Variable Annuity Account B. The Separate Account consists of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets and all other separate account assets of the Company.

SUCCESSOR OWNER. The person designated to become the Owner upon the death of the Owner, provided the Owner was not the Annuitant at the time of the Owner’s death.

TRANSFER FEE. A deduction that is made from the amount transferred between Investment Accounts.

VALUATION DATE. Any day on which the assets of the Separate Account are valued. Assets are valued as of the close of trading on the New York Stock Exchange for each day the Exchange is open.

SECTION 2. SEPARATE ACCOUNT

2.1

SEPARATE ACCOUNT

The Separate Account (NML Variable Annuity Account B) has been established by the Company and is registered as a unit investment trust under the Investment Company Act of 1940. The Separate Account consists of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets and all other separate account assets of the Company. The assets or the Separate Account will not be charged with liabilities arising out of any other business the Company may conduct. Interests in the Separate Account are represented by Accumulation Units and Annuity Units, described in Sections 2.2 and 11.3, respectively.

The Separate Account is comprised of the Divisions listed on page 3. The assets allocated to these Divisions are invested in shares of the corresponding Portfolios. Shares of the Portfolios are purchased for the Separate Account at their net asset value.

The Company reserves the right to eliminate or add additional Divisions and Portfolios.

2.2

ACCUMULATION UNITS

The interest of this contract in the Separate Account, prior to the date on which amounts become payable under a payment plan, is represented by Accumulation Units. The dollar value of Accumulation Units for each Division will increase or decrease to reflect the investment experience of the Division. The value of an Accumulation Unit on any Valuation Date is the product of:

•

the value on the immediately preceding Valuation Date; and

•

the Net Investment Factor for the period from the immediately preceding Valuation Date up to and including the current Valuation Date (the current period).


RR. V. B. MSNST. (0803)		6

2.3

NET INVESTMENT FACTOR

For each Division of the Separate Account the Net Investment Factor for the current period is one plus the net investment rate for that Division. The net investment rate for the current period is equal to the gross investment rate for the Division reduced on each Valuation Date by a Mortality and Expense Risk Charge. The charge for these risks on the Issue Date is shown on page 4. The Company may increase or decrease the charge after the Issue Date, but the Company may not increase the charges to exceed the maximum charges shown on page 4.

The gross investment rate for the current period for each Division is equal to a. divided by b. where:

is:

•

the investment income of the Division for the current period; plus

•

capital gains for the period, whether realized or unrealized, on the assets of the Division; less

•

capital losses for the period, whether realized or unrealized, on the assets of the Division; less

•

deduction for any tax liability paid or reserved for by the Company resulting from the maintenance or operation of the Division; and less

•

any reasonable expenses paid or reserved for by the Company which result from a substitution of other securities for shares of the Portfolio(s) as set forth in Section 2.4; and

is the value of the assets in the Division on the immediately preceding Valuation Date.

The gross investment rate may be positive or negative. The deduction for any tax liability may be charged proportionately against those contracts to which the liability is attributable by a reduction in the gross investment rate for those contracts.

2.4

SUBSTITUTION AND CHANGE

Pursuant to a vote of the Owners of variable annuity contracts having an interest in a Division or as otherwise permitted by applicable insurance and securities law, a substitution or change may be made as follows:

•

the assets of the Division may be invested in securities other than shares of the Portfolio(s) as a substitute for those shares already purchased or as the securities to be purchased in the future;

•

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 interests of the contract Owners;

•

the Separate Account may be deregistered under the Investment Company Act of 1940 in the event registration is no longer required; or

•

the provisions of the contracts 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 on this and other contracts having an interest in the Separate Account and take other actions as may be necessary to effect the substitution or change. Any such substitution or change will be subject to any required approval of the Securities and Exchange Commission (SEC) and the Commissioner of Insurance for the state of Wisconsin, and filing with the state in which this contract is issued.


RR. V. B. MSNST. (0803)		7

SECTION 3. GUARANTEED INTEREST FUND

3.1

GUARANTEED INTEREST FUND

Net Purchase Payments (see Section 4.2) and amounts transferred from other Investment Accounts under this contract (see Section 4.4) may be applied to the Guaranteed Interest Fund. Contract benefits placed under a variable payment plan may not be applied to the Guaranteed Interest Fund. Amounts applied to the Guaranteed Interest Fund become part of the general assets of the Company.

3.2

ACCUMULATION VALUE

The Accumulation Value of the Guaranteed Interest Fund is the sum of the amounts applied to it, plus credited interest, less any amounts withdrawn or transferred from the fund. Interest begins to accrue on the effective date of the Purchase Payment or transfer (see Section 4.6).

Interest will be credited at an annual effective interest rate of not less than the guaranteed annual effective interest rate stated on page 4. A higher rate may be declared by the Company from time to time for a period set by the Company.

3.3

TRANSFER RESTRICTIONS

Transfers of Accumulation Value from the Guaranteed Interest Fund will not be allowed for a period of 365 days following the most recent transfer of Accumulation Value from the Guaranteed Interest Fund.

The maximum amount of the Accumulation Value that may be transferred from the Guaranteed Interest Fund in one transfer is limited to the greater of:

•

25% of the Accumulation Value of the Guaranteed Interest Fund on the last contract anniversary preceding the transfer; and

•

the amount of the most recent transfer from the Guaranteed Interest Fund.

However, in no event will this maximum transfer amount be less than $1,000 or greater than $50,000.

Transfers of Accumulation Value into the Guaranteed Interest Fund will not be allowed for a period of 90 days following the most recent transfer of Accumulation Value from the Guaranteed Interest Fund.

3.4

MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE

The Accumulation Value of the Guaranteed Interest Fund may not exceed the maximum Guaranteed Interest Fund accumulation value shown on page 4 without prior consent of the Company, except when the maximum is exceeded because of interest accruing to the Guaranteed Interest Fund.

3.5

TABLE OF GUARANTEED VALUES

Accumulation and cash values are shown on page 4A. The values are based on the assumptions stated on page 4A and are for the end of the contract years shown. Values for contract years not shown are calculated on the same basis as those shown on page 4A. Guaranteed values are at least as great as those required by the state in which this contract is delivered.


RR. V. B. MSNST. (0803)		8

SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS

4.1

PAYMENT OF PURCHASE PAYMENTS

All Purchase Payments 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.

Purchase Payments may be made at any time prior to the death of an Owner and prior to the Maturity Date. Purchase Payments may be made after the death of an Owner only if the new Owner of the contract is the surviving spouse of the deceased Owner. The Owner may vary the amount of Purchase Payments, but no Purchase Payment may be less than the Minimum Purchase Payment shown on page 4. Total Purchase Payments may not exceed $5,000,000 without the consent of the Company.

4.2

APPLICATION OF PURCHASE PAYMENTS

Net Purchase Payments will be applied to one or more Investment Accounts. Net Purchase Payments applied to the Guaranteed Interest Fund will accrue interest from the effective date of the Purchase Payment. Net Purchase Payments applied to the Separate Account will provide Accumulation Units in one or more Divisions. Accumulation Units are credited as of the effective date of the Net Purchase Payment.

The number of Accumulation Units will be determined by dividing the Net Purchase Payment by the value of an Accumulation Unit on the effective date. This number of Accumulation Units will not be changed by any subsequent change in the dollar value of Accumulation Units.

4.3

SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS

The Owner may change the allocation of Net Purchase Payments among the Investment Accounts by written notice to the Company. Net Purchase Payments received at the Home Office on or after the date on which notice is received will be applied to the designated Investment Accounts on the basis of the new allocation.

4.4

TRANSFER OF ACCUMULATION VALUE

Before the Maturity Date the Owner may, on request satisfactory to the Company, transfer amounts from one Investment Account to another, subject to the transfer restrictions described in Section 3.3.

For transfers among the Separate Account Divisions, the number of Accumulation Units to be applied or deducted will be adjusted to reflect the respective value of the Accumulation Units in each of the Divisions on the date the transfer is effective.

For transfers from the Guaranteed Interest Fund, amounts closest to expiration of an interest rate guarantee will be removed first. In the event that two amounts are equally close to expiration, the one which was applied to the Guaranteed Interest Fund earlier will be removed first.

A Transfer Fee may be deducted from the amount transferred. The maximum amount of the Transfer Fee is shown on page 4. The minimum amount that may be transferred is the lesser of $100 or the entire Accumulation Value of the Investment Account from which the transfer is being made.

A transfer request is subject to limitation or modification if the Company determines that the transfer would be to the disadvantage of other contract owners with interests in the Separate Account Divisions or if required by applicable laws or regulations. The limitation or modification may be applied to transfers to and/or from the Separate Account Divisions and could include but not be limited to:

•

the requirement of a minimum time period between each transfer;

•

limiting the dollar amount that may be transferred between or among the Separate Ac count Divisions in any one day;

•

requiring that a transfer request be submitted in a particular form and/or by a specific process.

The Company reserves the right to modify or eliminate any transfer request process (including without limitation transfer requests via the Internet, via facsimile, or by telephone) for some or all contract owners as the Company deems appropriate.


RR. V. B. MSNST. (0803)		9

4.5

WITHDRAWALS AND FULL SURRENDER

Before the Maturity Date the Owner may, on request satisfactory to the Company, withdraw all or a portion of the Accumulation Value of the contract. The Company may require that the Minimum Accumulation Value shown on page 4 remain after a partial withdrawal. Withdrawal of the entire value of the contract constitutes a full surrender, and receipt of the contract at the Home Office will terminate this contract. Receipt of the contract may be waived by the Company.

The cash value of the amount withdrawn will be the Accumulation Value withdrawn determined as of the date the withdrawal is effective.

The term “withdrawal amounts” as used in this contract includes amounts paid as full surrenders and withdrawals of a portion of the Accumulation Value of the contract.

For withdrawals from the Guaranteed Interest Fund, amounts closest to expiration of an interest rate guarantee will be removed first. In the event that two amounts are equally close to expiration, the one which was applied to the Guaranteed Interest Fund earlier will be removed first.

4.6

EFFECTIVE DATE

The effective date of a Purchase Payment, transfer, or withdrawal is the Valuation Date on which the Purchase Payment or the request for transfer or withdrawal is received at the Home Office. However, the Purchase Payment, transfer, or withdrawal will be effective on the following Valuation Date if the Purchase Payment, request for transfer or withdrawal is received at the Home Office either:

•

on a Valuation Date after the close of trading on the New York Stock Exchange; or

•

on a day on which the New York Stock Exchange is closed.

SECTION 5. BENEFITS

5.1

MATURITY BENEFIT

Maturity Options. If the Annuitant is living on the Maturity Date shown on page 3, and that Maturity Date is earlier than the contract anniversary nearest the Annuitant’s 90th birthday, the Owner may elect between the following maturity options:

•

payment of a monthly income under a payment plan chosen by the Owner; or

•

deferral of the maturity benefit and continuation of this contract to the Optional Maturity Date. The contract will continue under this option if a written election for this purpose is received by the Company or if on the Maturity Date shown on page 3, the Owner has not chosen a payment plan.

If the Annuitant is living on the Maturity Date and that Maturity Date is on or after the contract anniversary nearest the Annuitant’s 90th birthday, the Company will pay a monthly income under a payment form chosen by the Owner.

Payment of Maturity Benefit. The amount of the monthly income paid as the maturity benefit will depend on the payment plan chosen (see Section 11) and the maturity value. The maturity value of this contract will be the Accumulation Value of the contract on the effective date of the maturity benefit. The maturity benefit will be effective on the Maturity Date. However, if the New York Stock Exchange is closed on the Maturity Date, the effective date will be the Valuation Date next preceding the Maturity Date.

If no payment form is chosen at the time a monthly income becomes payable, payments will be made under the variable payment form of Life Income Plan (Option C), with installments certain for ten years, as described in Section 11.1.


RR. V. B. MSNST. (0803)		10

Optional Maturity Date. The Optional Maturity Date is the contract anniversary nearest the Annuitant’s 90th birthday. If the contract is continued to the Optional Maturity Date, all contract rights of the Owner will continue in effect to the Optional Maturity Date. The Optional Maturity Date will become the Maturity Date for all other purposes of this contract.

5.2

DEATH BENEFIT IF ANNUITANT IS AN OWNER

If the Annuitant is an Owner, the beneficiary becomes entitled to the Death Benefit upon receipt at the Home Office of satisfactory proof of the death of the Annuitant before the Maturity Date. The Death Benefit will be the Accumulation Value of the contract determined on the effective date. The effective date is the date on which proof of death is received at the Home Office. However, the effective date will be the next following Valuation Date if the proof of death is received at the Home Office either:

•

on a Valuation Date after the close of trading on the New York Stock Exchange; or

•

on a day on which the New York Stock Exchange is closed.

If the beneficiary becomes entitled to the Death Benefit due to the death of the Primary Annuitant prior to the Primary Annuitant’s 75th birthday, the Death Benefit will not be less than:

•

total Net Purchase Payments paid under the contract; less

•

an adjustment for every withdrawal made under Section 4.5. The adjustment for each withdrawal equals (a) times (b), where:

(a)

= the amount withdrawn from the Accumulation Value divided by the Accumulation Value immediately before the withdrawal; and

(b)

= total Net Purchase Payments paid under the contract prior to the withdrawal less all adjustments for prior withdrawals.

As of the effective date, the Accumulation Value of the contract will be set at an amount equal to the Death Benefit. Unless a payment plan was elected by the Owner, the beneficiary automatically becomes the Owner and Annuitant of the contract. However, if the beneficiary is not a natural person and no payment plan was elected by the Owner, the beneficiary may select a natural person to be the Annuitant. If a natural person is not selected to be the Annuitant within 60 days of the date on which proof of death of the Annuitant is received at the Home Office, the Accumulation Value will be distributed to the beneficiary.

If a beneficiary becomes entitled to the Death Benefit in an amount less than the Minimum Accumulation Value shown on page 4, the Accumulation Value will be distributed to the beneficiary.

The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6.

5.3

DEATH BENEFIT IF ANNUITANT IS NOT AN OWNER

If the Annuitant is not an Owner, upon the death of the Annuitant the contract continues with the Contingent Annuitant (Section 6.5) as the new Annuitant. The Death Benefit will be the Accumulation Value of the contract determined on the effective date. The effective date is the date on which proof of death is received at the Home Office. However, the effective date will be the next following Valuation Date if the proof of death is received at the Home Office either:

•

on a Valuation Date after the close of trading on the New York Stock Exchange; or

•

on a day on which the New York Stock Exchange is closed.

If the Primary Annuitant dies prior to the Primary Annuitant’s 75th birthday, the Death Benefit will not be less than:

•

total Net Purchase Payments paid under the contract; less

•

an adjustment for every withdrawal made under Section 4.5. The adjustment for each withdrawal equals (a) times (b), where:

(a)

= the amount withdrawn from the Accumulation Value divided by the Accumulation Value immediately before the withdrawal; and

(b)

= total Net Purchase Payments paid under the contract prior to the withdrawal less all adjustments for prior withdrawals.

As of the effective date, the Accumulation Value of the contract will be set at an amount equal to the Death Benefit.


RR. V. B. MSNST. (0803)		11

SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS

6.1

NAMING AND CHANGING OF BENEFICIARIES

For Maturity Benefits or Withdrawals by Owner. The Owner may name and change the beneficiaries of maturity benefits or withdrawal amounts before the Maturity Date. If no beneficiary is named by the Owner, the Owner will be the direct beneficiary.

For Death Benefits by Owner. The Owner may name and change the beneficiaries of the Death Benefits while the Annuitant is living. If no such beneficiary is named by the Owner, the Owner or the Owner’s estate will be the direct beneficiary.

For Maturity or Death Benefits or Withdrawal Amounts by Spouse (Marital Deduction Provision).

•

Power to Appoint. The spouse of the Annuitant will have the power alone and in all events to appoint all amounts payable to the spouse under the contract if:

just before the Annuitant’s death, the Annuitant was the Owner; and

the spouse is a direct beneficiary; and

the spouse survives the Annuitant.

•

To Whom Spouse Can Appoint. Under this power, the spouse can appoint:

to the estate of the spouse; or

to any other person.

•

Effect of Exercise. As to the amounts appointed, the exercise of this power will:

revoke any other designation of beneficiaries;

revoke any election of payment plan as it applies to them; and

cause any provision to the contrary in Section 6 or 10 of this contract to be of no effect.

Effective Date. A naming or changing of a beneficiary will be effective 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 contract be sent to it to be endorsed to show the naming or change.

6.2

SUCCESSION IN INTEREST OF BENEFICIARIES

The rights and benefits that a beneficiary becomes entitled to under the contract are snared equally among all surviving direct beneficiaries, if any, otherwise equally among all surviving contingent beneficiaries, if any, otherwise to the Owner or the Owner’s Estate.

6.3

TRUSTEE AS BENEFICIARY

If a trustee is named as a beneficiary and no qualified trustee makes claim to the proceeds, or to the present value of any unpaid payments under a payment plan, within one year after payment becomes due to the trustee, or if satisfactory evidence is furnished to the Company within that year showing that no trustee can qualify to receive payment, payment will be made as though the trustee had not been named.

The Company will be fully discharged of liability for any action taken by the trustee and for all amounts paid to, or at the direction of, the trustee and will have no obligation as to the use of the amounts. In all dealings with the trustee the Company will be fully protected against the claims of every other person. The Company will not be charged with notice of a change of trustee unless written evidence of the change is received at the Home Office.

6.4

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 contract will be subject to the claims of creditors of a beneficiary.


RR. V. B. MSNST. (0803)		12

6.5

NAMING AND CHANGING A CONTINGENT ANNUITANT

The Owner may name and change a Contingent Annuitant while the Annuitant is living.

If the Annuitant was not the Owner immediately prior to the Annuitant’s death, the Owner may name and change a Contingent Annuitant during the first 60 days after the date on which proof of death of the Annuitant is received at the Home Office. A change made during this 60 days cannot be revoked. If no one is named as Contingent Annuitant by the end of the 60 day time period, the Company will pay the Accumulation Value to the Owner. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6.

A naming or changing of a Contingent Annuitant will be effective on receipt at the Home Office of a written request that is acceptable to the Company.

SECTION 7. CHARGES AND FEES

7.1

PREMIUM TAXES

The Company may deduct Premium Taxes incurred from Purchase Payments received.

7.2

CONTRACT FEE

On each contract anniversary prior to the Maturity Date, a Contract Fee will be charged for administrative expenses. The amount of the Contract Fee is shown on page 4. The Contract Fee will be deducted from the Investment Accounts in proportion to the Accumulation Value of the Investment Accounts.

The Contract Fee deducted from the Guaranteed Interest Fund will not exceed the sum of:

•

10% of the gross purchase payments applied to the Guaranteed Interest Fund during the contract year; and

•

interest in excess of the guaranteed annual effective interest rate shown on page 4 credited to the Guaranteed Interest Fund during the contract year.

The effective date of the Contract Fee will be the contract anniversary. However, if the New York Stock Exchange is closed on the contract anniversary, the effective date will be the next following Valuation Date.


RR. V. B. MSNST. (0803)		13

SECTION 8. OWNERSHIP

8.1

THE OWNER

The Owner is named on page 3. All contract rights may be exercised by the Owner, the Owner’s successor, or the Owner’s transferee without the consent of any beneficiary.

If the contract has more than one Owner, contract rights may be exercised only by authorization of all Owners. Upon the death of an Owner, ownership rights of all Owners terminate if the deceased Owner was the Annuitant.

8.2

TRANSFER OF OWNERSHIP

The Owner may transfer the ownership of this contract. 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 it was signed. The Company may require that the contract be sent to it for endorsement to show the transfer. The Company will not be responsible to a transferee Owner for any payment or other action taken by the Company before receipt of the proof of transfer at its Home Office.

8.3

NAMING AND CHANGING A SUCCESSOR OWNER

An Owner may name and change a Successor Owner. Naming or changing a Successor Owner will be effective on receipt at the Home Office of a written request for such change that is acceptable to the Company. A Successor Owner succeeds to the interests of an Owner only if the Owner was not the Annuitant at the time of the Owner’s death.

8.4

COLLATERAL ASSIGNMENT

The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a 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.

A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

8.5

VOTING RIGHTS AND REPORTS TO OWNERS

As long as the Separate Account continues to be registered as a unit investment trust under the Investment Company Act of 1940 and the assets of the Separate Account are invested in shares of a Portfolio, the Company will vote shares held by the Separate Account in accordance with the instructions received from the Owners of Accumulation Units or, after payments have commenced under a variable payment plan, from the beneficiaries receiving payments under those payment plans. Each Owner or beneficiary will receive:

•

periodic reports relating to the Portfolio;

•

proxy material;

•

a form with which to give voting instructions; and

•

information regarding the proportion of shares of each Portfolio held in the Separate Account corresponding either to the Accumulation Units credited to this contract or the number of shares held in the Separate Account representing the Company’s actuarial liability under the variable payment plan.

At least once each Contract Year, the Company will also send to the Owner or beneficiary a statement of the Accumulation Values of the Investment Accounts, the number of units credited to the contract, the dollar value of a unit as of a date not more than two months previous to the date of mailing, and a statement of the investments held by the Separate Account.


RR. V. B. MSNST. (0803)		14

SECTION 9. THE CONTRACT

9.1

GUARANTEES

The Company guarantees that mortality and expense results will not adversely affect the amount of variable payments.

9.2

VALUATION OF SEPARATE ACCOUNT ASSETS

The value of the shares of each Portfolio held in the Separate Account on each Valuation Date will be the redemption value of the shares on that date. If the right to redeem shares of a Portfolio has been suspended, or payment of the redemption value has been postponed, the shares held in the Separate Account (and Annuity Units) may be valued at fair value as determined in good faith by the Board of Trustees of the Company for the sole purpose of computing annuity payments.

9.3

DETERMINATION OF SEPARATE ACCOUNT VALUES

The method of determination by the Company of the Net Investment Factor, and the number and value of Accumulation Units and Annuity Units, will be conclusive upon the Owner, any assignee, the Annuitant, and any beneficiary.

9.4

DEFERMENT OF BENEFIT PAYMENTS

Separate Account Divisions. The Company reserves the right to defer determination of the contract values of the Separate Account portion of this contract, or the payment of benefits under a variable payment plan, until after the end of any period during which the right to redeem shares of a Portfolio is suspended, or payment of the redemption value is postponed. Any deferment would be in accordance with the provisions of the Investment Company Act of 1940 by reason of closing of, or restriction of trading on, the New York Stock Exchange, or other emergency, or as otherwise permitted by the Act. In addition, the Company reserves the right to defer payment of contract values until seven days after the end of any deferment in the determination of contract values.

Guaranteed Interest Fund. The Company may defer paying contract values of the Guaranteed Interest Fund for up to six months from the effective date of the withdrawal or full surrender. If payment is deferred for 30 days or more, interest will be paid on the withdrawal amounts at an annual effective interest rate in accordance with the laws of the state in which this contract is delivered.

9.5

DIVIDENDS

This contract will share in the divisible surplus of the Company, except while payments are being made under a variable payment plan. This surplus will be determined each year, and the dividend, if any, will be credited on the contract anniversary. Any dividend credited prior to the Maturity Date will be applied on the effective date as a Net Purchase Payment unless the Owner elects to have the dividend paid in cash. The effective date of the dividend will be the contract anniversary. However, if the New York Stock Exchange is closed on the contract anniversary, the effective date will be the next following Valuation Date.

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

9.6

INCONTESTABILITY

The Company will not contest this contract after it has been in force during the lifetime of the Annuitant for two years from the Issue Date. This Issue Date is shown on page 3.


RR. V. B. MSNST. (0803)		15

9.7

MISSTATEMENTS

If the age or sex of the Annuitant has been misstated, the amount payable will be the amount which the Purchase Payments paid would have purchased at the correct age and sex. If any amounts have been overpaid by the Company due to a misstatement of age or sex, the amount of the overpayment may be deducted from payments to be made by the Company. If any amounts have been underpaid by the Company due to a misstatement of age or sex, the amount of the underpayment will be paid.

9.8

ENTIRE CONTRACT; CHANGES

This contract with any amendments and additional benefits and the attached application is the entire contract. Statements in the application are representations and not warranties. A change in the contract is valid only if it is approved by an officer of the Company. The Company may require that the contract be sent to it for endorsement to show a change. No agent has the authority to change the contract or to waive any of its terms.

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

Assets of the Separate Account are owned by the Company and the Company is not a trustee with respect thereto. The Company may from time to time adjust the amount of assets contained in the Separate Account, by periodic withdrawals or additions, to reflect the contract deductions and the Company’s reserves for this and other similar contracts.

This contract is subject to the laws of the state in which it is delivered. All benefits are at least as great as those required by that state.

9.9

TERMINATION OF CONTRACT

The Company may terminate the contract and pay the Owner the Accumulation Value of the contract and be released of any further obligation if:

•

prior to the Maturity Date no Purchase Payments have been received under the contract for a period of two full years and each of the following is less than the Minimum Accumulation Value shown on page 4:

the Accumulation Value of the contract; and

total Purchase Payments paid under the contract, less any amounts withdrawn under Section 4.5; or

•

on the Maturity Date the Accumulation Value of the contract is less than the Minimum Accumulation Value shown on page 4 or would provide an initial monthly income which is less than the minimum payment amount shown on page 4.

SECTION 10. PAYMENT OF CONTRACT BENEFITS

10.1

PAYMENT OF BENEFITS

All or part of the contract benefits may be paid under one or more of the following:

•

a variable payment plan;

•

a fixed payment plan; or

•

in cash.

The provisions and rates for variable and fixed payment plans are described in Section 11. Contract benefits may not be placed under a payment plan unless the plan would provide to each beneficiary an initial monthly income of at least the minimum payment amount shown on page 4.

10.2

DEATH BENEFIT

A beneficiary entitled to the Death Benefit upon the death of an Annuitant may elect to receive the Accumulation Value under a payment plan or in cash provided no payment plan was elected by the Owner. The cash value of any amount distributed will be the Accumulation Value withdrawn as of the date of withdrawal as determined in Section 4.6.


RR. V. B. MSNST. (0803)		16

10.3

EFFECTIVE DATE FOR PAYMENT PLAN

A payment plan that is elected for maturity benefits will take effect on the Maturity Date.

If the Annuitant is an Owner, a payment plan that is elected by the Owner for the Death Benefit will take effect on the date proof of death of the Annuitant is received at the Home Office.

In all other cases, a payment plan that is elected will take effect:

•

on the date the election is received at the Home Office; or

•

on a later date, if requested.

10.4

PAYMENT PLAN ELECTIONS

For Death Benefits by Owner. The Owner may elect payment plans for death benefits while the Annuitant is living.

For Maturity Benefits or Withdrawal Amounts. The Owner may elect payment plans for maturity benefits or withdrawal amounts.

Transfer Between Payment Plans. A beneficiary who is receiving payment under a payment plan which includes the right to withdraw may transfer the amount withdrawable to any other payment plan that is available.

SECTION 11. PAYMENT PLANS

11.1

DESCRIPTION OF PAYMENT PLANS

Installment Income For Specified Period (Option B)

The Company will make monthly installment income payments providing for payment of benefits over a specified period of 10 to 30 years during the first five contract years and over a specified period of 5 to 30 years beginning with the sixth contract year.

Life Income Plans

•

Single Life Income (Option C). The Company will make monthly payments for the selected certain period, if any, and thereafter during the remaining lifetime of the individual upon whose life income payments depend. The selections available are: (a) no certain period; or (b) a certain period of 10 or 20 years.

•

Joint and Survivor Life Income (Option E). The Company will make monthly payments for a 10-year certain period and thereafter during the joint lifetime of the two individuals upon whose lives income payments depend and continuing during the remaining lifetime of the survivor.

•

Other Selections. The Company may offer other selections under the Life Income Plans.

•

Limitations. A direct or contingent beneficiary who is a natural person may be paid under a Life Income Plan only if the payments depend on that beneficiary’s life. A corporation may be paid under a Life Income Plan only if the payments depend on the life of the Annuitant or, after the death of the Annuitant, on the life of the Annuitant’s spouse or dependent.

These payment plans are available on either a fixed or variable basis. Under a fixed payment plan the payment remains level. Under a variable payment plan the payment will increase or decrease as described in Section 11.4.

11.2

ALLOCATION OF BENEFITS

Upon election of a variable payment plan, the Owner or direct or contingent beneficiary may select the allocation of variable benefits among the Divisions.

If no selection is made, the allocation of benefits will be as follows:

•

for amounts in the Separate Account Divisions, benefits will be allocated in proportion to the Accumulation Value of each Division on the effective date of the variable payment plan; and

•

for amounts in the Guaranteed Interest Fund, benefits will be allocated 100% to the Money Market Division.


RR. V. B. MSNST. (0803)		17

11.3

ANNUITY UNITS UNDER VARIABLE PAYMENT PLANS

The interest of this contract in the Separate Account after the effective date of a variable payment plan is represented by Annuity Units.

The dollar value of Annuity Units for each Division will increase or decrease to reflect the investment experience of the Division. The value of an Annuity Unit on any Valuation Date is the product of:

•

the Annuity Unit value on the immediately preceding Valuation Date;

•

the Net Investment Factor for the period from the immediately preceding Valuation Date up to and including the current Valuation Date (the current period); and

•

the Daily Adjustment Factor of .99990575 raised to a power equal to the number of days in the current period to reflect the Assumed Investment Rate of 3 1/2% used in calculating the monthly payment rate.

11.4

PAYMENTS UNDER VARIABLE PAYMENT PLANS

First Payment. The first payment under a variable payment plan will be due as of the effective date of the payment plan.

The amount of the first payment is the sum of payments from each Division, each determined by multiplying the benefits allocated to the Division under the variable payment plan by the applicable monthly variable payment rate per $1,000 of benefits.

Number of Annuity Units. The number of Annuity Units in each Division under a variable payment plan is determined by dividing the amount of the first payment payable from the Division by the Annuity Unit value for the Division at the close of business on the effective date of the variable payment plan. The number of Annuity Units will not be changed by any subsequent change in the dollar value of Annuity Units.

Subsequent Variable Payments. The amount of each subsequent payment from each Division under a variable payment plan will increase or decrease in accord with the increase or decrease in the value of an Annuity Unit which reflects the investment experience of that Division of the Separate Account.

The amount of subsequent variable payments is the sum of payments from each Division, each determined by multiplying the fixed number of Annuity Units for the Division by the value of an Annuity Unit for the Division on:

•

the fifth Valuation Date prior to the payment due date if the payment due date is a Valuation Date; or

•

the sixth Valuation Date prior to the payment due date if the payment due date is not a Valuation Date.

11.5

TRANSFERS INVOLVING VARIABLE PAYMENT PLANS

A beneficiary receiving payments under a variable payment plan may transfer Annuity Units from one Division to another. The number of Annuity Units in each Division will be adjusted to reflect the respective value of the Annuity Units in the Divisions on the date the transfer is effective.

A Transfer Fee may be deducted from the amount transferred. The amount of the Transfer Fee is shown on page 4. Transfers from the Money Market Division may be made at any time. No transfer from the other Divisions may be made within 90 days of the effective date of a variable payment plan or within 90 days from the effective date of the last transfer.

A beneficiary receiving payments under a variable payment plan may transfer from an Installment Income Plan (Option B) to either form of the Life Income Plan (Option C or E). Other transfers may be permitted subject to conditions set by the Company.

A transfer will be effective on the Valuation Date on which a satisfactory transfer request is received in the Home Office, or a later date if requested. However, the transfer will be effective on the following Valuation Date if the request is received at the Home Office either:

•

on a Valuation Date after the close of trading on the New York Stock Exchange; or

•

on a day on which the New York Stock Ex change is closed.


RR. V. B. MSNST. (0803)		18

11.6

WITHDRAWAL UNDER PAYMENT PLANS

Withdrawal of the present value of any unpaid income payments may be elected at any time by the beneficiary, except that withdrawal may not be elected under a Life Income Plan (Option C or E) until the death of all individuals upon whose lives income payments depend.

The withdrawal value under the Installment Income Plan (Option B) will be the present value of any unpaid payments. The withdrawal value under a Life Income Plan (Option C or E) will be the present value of any unpaid payments for the certain period.

For a fixed payment plan, the present value of any unpaid income payments will be based on the rate of interest used to determine the amount of the payments. For a variable payment plan, the present value of any unpaid income payments will be based on interest at the Assumed Investment Rate used in calculating the amount of the variable payments. The amount of variable payments used in calculating the present value of unpaid payments will be determined by multiplying the number of Annuity Units by the value of an Annuity Unit on the effective date of withdrawal.

A withdrawal will be effective on the Valuation Date on which the request is received in the Home Office. However, the withdrawal will be effective on the following Valuation Date if the request is received at the Home Office either:

•

on a Valuation Date after the close of trading on the New York Stock Exchange; or

•

on a day on which the New York Stock Exchange is closed.

11.7

NAMING AND CHANGING OF BENEFICIARIES UNDER PAYMENT PLANS

For Payment Plans Elected By Owner. If the Owner of the contract elected a payment plan, a direct beneficiary may name and change the contingent beneficiaries and further payees of the direct beneficiary’s share of the benefits only if:

•

the direct beneficiary was the Owner of the contract; or

•

no contingent beneficiary or further payee of that share is living.

For Payment Plans Elected By Direct Beneficiary. If the direct beneficiary elected the payment plan, the direct beneficiary may name and change the contingent beneficiaries and further payees of the direct beneficiary’s share of the benefits.

11.8

SUCCESSION IN INTEREST OF BENEFICIARIES UNDER PAYMENT PLANS

Direct Beneficiary. Amounts payable under a payment plan will be payable to the direct beneficiary.

Contingent Beneficiaries. At the death of the direct beneficiary, the present value of any unpaid payments under a payment plan, will be payable in equal shares to the contingent beneficiaries who survive and receive payment. If a contingent beneficiary dies before receiving all or part of the contingent beneficiary’s full share, the unpaid portion will be payable in equal shares to the other contingent beneficiaries who survive and receive payment.

Further Payees. At the death of all direct and contingent beneficiaries, the present value of any unpaid payments under a payment plan, will be paid in one sum:

•

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 beneficiaries.


RR. V. B. MSNST. (0803)		19

11.9

PAYMENT PLAN RATES

Payment Rate Tables. The guaranteed monthly payment rates for both a fixed payment plan and the first payment under a variable payment plan are shown in the Payment Rate Tables. The tables show rates for the Installment Income Plan for a Specified Period (Option B) and Life Income Plans (Options C and E). Life Income Plan (Option C or E) rates are based on the sex and adjusted age of any individual upon whose life payments depend. The adjusted age is:

•

the age on the birthday that is nearest to the date on which the payment plan takes effect; plus

•

the age adjustment shown below for the number of Contract Years that have elapsed from the Issue Date to the date that the payment plan takes effect. A part of a Contract Year is counted as a full year.


CONTRACT YEARS ELAPSED	AGE ADJUSTMENT	CONTRACT YEARS ELAPSED	AGE ADJUSTMENT
1 to 8	0	33 to 40	-4
9 to 16	-1	41 to 48	-5
17 to 24	-2	49 or more	-6
25 to 32	-3

Current Fixed Payment Plan Rates

•

Installment Income for Specified Period (Option B). The Company may offer fixed payment plan rates higher than those guaranteed in this contract with conditions on withdrawal.

•

Life Income Plans (Option C or E). Payments will be based on rates declared by the Company that will not be less than the rates guaranteed in this contract. The declared rates will provide at least as much income as would the Company’s rates, on the date that the payment plan takes effect, for a single premium immediate annuity contract.

Alternate Variable Rate Basis. The Company may from time to time publish higher initial rates for variable payment plans under this contract. These higher rates will not be available to increase payments under payment plans already in effect.

When a variable payment plan is effective on an alternate rate basis, the Daily Adjustment Factor described in Section 11.3 will be determined based on the Assumed Investment Rate used in calculating the alternate payment rate.


RR. V. B. MSNST. (0803)		20

PAYMENT RATE TABLES

Monthly Income Payments Per $1,000 Benefits

First Payment Under Variable Payment Plan

INSTALLMENT INCOME PLANS (OPTION B)


PERIOD (YEARS)	MONTHLY PAYMENT	PERIOD (YEARS)	MONTHLY PAYMENT		PERIOD (YEARS)	MONTHLY PAYMENT
Years 1-4		11	$	9.09	21	$	5.56
Not Available		12		8.46	22		5.39
		13		7.94	23		5.24
		14		7.49	24		5.09
5	18.12	15		7.10	25		4.96

6	15.35	16		6.76	26		4.84
7	13.38	17		6.47	27		4.73
8	11.90	18		6.20	28		4.63
9	10.75	19		5.97	29		4.53
10	9.83	20		5.75	30		4.45

Guaranteed Fixed Payment Plans

INSTALLMENT INCOME PLANS (OPTION B)


PERIOD (YEARS)	MONTHLY PAYMENT		PERIOD (YEARS)	MONTHLY PAYMENT		PERIOD (YEARS)	MONTHLY PAYMENT
1	$	84.09	11	$	8.42	21	$	4.85
2		42.46	12		7.80	22		4.67
3		28.59	13		7.26	23		4.51
4		21.65	14		6.81	24		4.36
5		17.49	15		6.42	25		4.22

6		14.72	16		6.07	26		4.10
7		12.74	17		5.77	27		3.98
8		11.25	18		5.50	28		3.87
9		10.10	19		5.26	29		3.77
10		9.18	20		5.04	30		3.68


RR. V. B. MSNST. (0803)		21

PAYMENT RATE TABLES

Monthly Income Payments Per $1,000 Benefits

Guaranteed Fixed Payment or First Payment Under Variable Payment Plan

LIFE INCOME PLAN (OPTION C)

SINGLE LIFE MONTHLY PAYMENTS


	CHOSEN PERIOD (YEARS)
ADJUSTED AGE*	ZERO		10		20
55	$	4.11	$	4.09	$	4.01
56		4.18		4.15		4.07
57		4.25		4.22		4.13
58		4.33		4.29		4.18
59		4.40		4.36		4.24

60		4.49		4.45		4.30
61		4.58		4.53		4.37
62		4.68		4.61		4.43
63		4.77		4.71		4.50
64		4.89		4.81		4.57

65		5.01		4.92		4.64
66		5.13		5.03		4.72
67		5.26		5.15		4.78
68		5.41		5.27		4.85
69		5.57		5.40		4.93

70		5.74		5.55		5.00
71		5.92		5.69		5.07
72		6.12		5.84		5.13
73		6.33		6.00		5.20
74		6.55		6.17		5.26

75		6.79		6.35		5.32
76		7.06		6.53		5.37
77		7.34		6.72		5.41
78		7.65		6.90		5.46
79		7.98		7.10		5.50

80		8.34		7.30		5.53
81		8.73		7.49		5.56
82		9.15		7.68		5.59
83		9.60		7.88		5.61
84		10.09		8.07		5.62

85 and over		10.61		8.24		5.63

LIFE INCOME PLAN (OPTION E)

JOINT AND SURVIVOR MONTHLY PAYMENTS (with 10 years certain)


OLDER LIFE ADJUSTED AGE*	YOUNGER LIFE ADJUSTED AGE*
OLDER LIFE ADJUSTED AGE*	55		60		65		70		75		80		85 and over
55	$	3.75
60		3.83	$	4.02
65		3.90		4.13	$	4.39
70		3.94		4.22		4.54	$	4.89
75		3.98		4.28		4.65		5.10	$	5.59
80		4.00		4.32		4.73		5.24		5.86	$	6.51
85 and over		4.01		4.34		4.77		5.34		6.04		6.84	$	7.58

*	See Section 11.9

The amount of the payment for any other combination of ages will be furnished by the Company on request. The maximum initial monthly income per $1,000 will be $7.58.

Monthly payment rates are based on an Assumed Investment Rate of 3 1/2% and the 1983 Table a with Projection Scale G.


RP. V. B. MSNST. (0803)		22

AMENDMENT OF CONTRACT TO QUALIFY AS ANNUITY

As of the Issue Date, this Amendment is made a part of this annuity contract issued by The Northwestern Mutual Life Insurance Company. Notwithstanding any other specific provisions in this contract to the contrary and subject to the tax qualification provisions herein, this contract is amended to restrict the exercise of the rights of the Owner or Annuitant and any beneficiary as follows:

1.	Required Distributions.

If any Owner dies on or after the annuity starting date and before entire interest in this contract has been distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution being used as of the date of the Owner’s death.

If any Owner dies before the annuity starting date, the entire interest in this contract shall be distributed within five years after the Owner’s death.

For purposes of paragraphs a and b, if any portion of the Owner’s interest in this contract is payable to or for the benefit of a designated beneficiary and such designated beneficiary timely elects to have such portion distributed over a period not exceeding the life or life expectancy of such designated beneficiary in distributions that begin within one year of the Owner’s death, such portion shall be treated as distributed entirely on the date such distributions begin.

For purposes of paragraphs a and b, if any portion of the Owner’s interest in the contract is payable to or for the benefit of a designated beneficiary who is the Owner’s surviving spouse, such spouse shall be treated as the Owner and, absent a contrary designation by such spouse, as a contingent annuitant with respect to such portion.

For purposes of paragraphs a. and b., if the Owner is not an individual, the primary annuitant under the contract shall be treated as the Owner, any change in the primary annuitant shall be treated as the death of the Owner and any designation of a beneficiary by the Owner shall be deemed to be a designation of the same beneficiary by the primary annuitant. The primary annuitant is the individual, the events in the life of whom are of primary importance in affecting the timing or amount of the payout under the contract.

For purposes of this section, a “designated beneficiary” is any individual designated by the Owner as a beneficiary, including a co-owner or successor owner who succeeds to any portion of a deceased owner’s interest upon death.

For purposes of this section, “annuity starting date” is the first day of the first period for which periodic annuity payments are made under the contract.

2.	Tax Qualification.

This contract is intended to qualify as an annuity contract for federal income tax purposes. To that end, the provisions of this contract, including any amendment, endorsement or rider, are to be interpreted to ensure or maintain any such tax qualification, despite any other provision to the contrary (including the provisions of any amendment, endorsement or rider that do not expressly override these tax qualification provisions). The Company reserves the right to amend this contract at any time to reflect any clarification that may be needed or may be appropriate to maintain any such tax qualification or to conform the contract to any applicable changes in the tax qualification requirements.

SECRETARY

THE NORTHWESTERN MUTUAL LIFE

INSURANCE COMPANY

RRV 313 (032000)

HOL03 132447

It is recommended that you ...

read your contract

notify your agent or the Company at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, of an address change.

call your agent for information–particularly on a suggestion to terminate or exchange this contract for another contract 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.

▇▇▇▇▇ STREET VARIABLE ANNUITY

FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT B

RR. V. B. MSNST. (0803)

MASON STREET VARIABLE ANNUITY FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT B Net Purchase Payments accumulated in a Separate Account, assets of which are invested in shares of one or more mutual funds, or Guaranteed Interest Fund. Contract benefits...

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