[official seal of the 

Board of Governors 

of the Federal 

Reserve System.] 

ADDRES S OFFICIA L CORRESPONDENC E 

T O TH E BOAR D 

September 26, 2012 

Mr. Raymond J. Manista 

General Counsel and Secretary 

The Northwestern Mutual Life 

Insurance Company 

720 East Wisconsin Avenue 

Milwaukee, Wisconsin 53202-4797 

Dear Mr. Manista: 

This is in response to the application by The Northwestern Mutual Life Insurance 

Company ("Northwestern Mutual"), Milwaukee, Wisconsin, to deregister as a savings and loan 

holding company ("SLHC") pursuant to section 604(i) of the Dodd-Frank Act, 

12 U.S.C. § 1467a(a)( 1 )(D)(ii)(II), and the Board's Regulation LL, 12 CFR 238.4(d). 

Northwestern Mutual seeks to deregister based on the representation that its subsidiary federal 

savings association, Northwestern Mutual Wealth Management Company ("NM Wealth"), 

Milwaukee, qualifies as a trust-only company pursuant to section 2(c)(2)(D) of the Bank Holding 

Company Act ("BHC Act"), 12 U.S.C. § 1841(c)(2)(D). 

Northwestern Mutual is a life insurance company and is an SLHC because it owns 

NM Wealth. NM Wealth is a limited-purpose savings association that serves as a trustee and 

custodian for its customers and provides investment advisory and financial planning services. 

In connection with the application, Northwestern Mutual and NM Wealth have 

committed as follows: 

1. NM Wealth will not engage in activities beyond those that are permissible under 

section 5(n) of the Home Owners' Loan Act, 12 U.S.C. § 1464(n), and its implementing 

regulations. 

2. NM Wealth will hold at least 99 percent of its deposits in a trust or fiduciary capacity 

(excluding from the calculation the amount required to maintain deposit insurance from 

the Federal Deposit Insurance Corporation ("FDIC")). 

3. NM Wealth does not maintain and will not accept demand deposits or deposits that the 

depositor may withdraw by check or similar means for payment to third parties or 

others. 

4. NM Wealth does not and will not offer commercial loans. 

BOAR D OF GOVERNOR S 

OF THE 

FEDERAL RESERVE SYSTEM 

WASHINGTON. D. C. 20551 
5. NM Wealth will not establish an account at any Federal Reserve Bank and will not seek 

to exercise discount or borrowing privileges with the Federal Reserve. 

6. No affiliates of NM Wealth will market the FDIC-insured deposits of NM Wealth, 

whether offered directly by NM Wealth or by third parties on behalf of NM Wealth. 

The Board has reviewed the information provided by Northwestern Mutual and 

NM Wealth in support of the application. In addition, the Board has reviewed the most recent 

call report and report of examination of NM Wealth and has consulted with the Office of the 

Comptroller of the Currency, NM Wealth's primary federal regulator. The Board also has 

considered the representations and commitments provided by Northwestern Mutual and 

NM Wealth. Based on its review, the Board has determined that NM Wealth functions solely in 

a trust or fiduciary capacity pursuant to section 1841(c)(2)(D) of the BHC Act. 

Based on the foregoing and all the facts of record, the Board has approved the 

application by Northwestern Mutual to deregister as an SLHC. This action is taken in reliance 

on all the facts of record, including all the representations and commitments made to the Board 

in connection with the application. Those representations and commitments constitute 

conditions imposed in writing in connection with the approval of Northwestern Mutual's 

application to deregister as an SLHC and, as such, may be enforced in proceedings under 

applicable law. Any change in the representations or commitments may result in a different 

conclusion and should be reported to Board staff promptly. 

Sincerely yours, 

[signed:] Margaret McCloskey Shanks 

Associate Secretary of the Board 

cc: Colette A. Fried, Assistance Vice President 

Federal Reserve Bank of Chicago 

Office of the Comptroller of the Currency